U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

                ( X ) QUARTERLY REPORT UNDER SECTION 13 0R 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000
                    ( ) TRANSITION REPORT UNDER SECTION 13 OR

                           15 (D) OF THE EXCHANGE ACT

  For the transition period from.....................to.......................

                         Commission file number 0-30544

                                WATER CHEF, INC.

        (Exact name of small business issuer as specified in its charter)

    DELAWARE                                                          86-0515678
(State of other jurisdiction                                       (IRS Employer
of incorporation or organization)                            identification No.)




            1007 GLEN COVE AVENUE, SUITE 1, GLEN HEAD, NEW YORK 11545
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                  516-656-0059
                           ---------------------------
                           (Issuer's telephone number)

              -----------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been  subject to such  filing  requirements  for the past 90 days.  YES__X__
No_____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                                OUTSTANDING AS OF

CLASS                             MAY 19, 2000

Common

Par value $0.001 per share      50,774,177


<PAGE>


                                WATER CHEF, INC.

                                   FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2000



                               TABLE OF CONTENTS

PART 1 - FINANCIAL INFORMATION

                                                                            Page

Item 1.           Financial Statements:

                  Balance Sheet as of  March 31, 2000                          1

                  Statements of Operations for the three months

                  ended March 31, 2000 and 1999                                2

                  Statements of Cash Flow for the three months

                  ended March 31, 2000 and 1999                                3

                  Notes to Financial Statements                                4

Item 2.           Management's Discussion and Analysis or Plan

                  of Operations                                                5

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                            6

Item 2.           Changes in Securities and Use of Proceeds                    6

Item 3.           Defaults Upon Senior Securities                              6

Item 4.           Submission of Matters to a Vote of Securities Holders        6

Item 5.           Other Information                                            6

Item 6.           Exhibits and Reports on Form 8-K                             6


<PAGE>

                                 WATER CHEF INC.


                                  BALANCE SHEET


                                 MARCH 31, 2000
                                   (Unaudited)



                                     ASSETS


CURRENT ASSETS:

     Cash                                                     $         107,927
     Inventories - finished goods                                        81,560
     Other current assets                                                 2,148
                                                                 ---------------
        TOTAL CURRENT ASSETS                                            191,635


PROPERTY AND EQUIPMENT                                                   19,994


INVESTMENT IN JOINT VENTURE                                              37,184



INTANGIBLE AND OTHER ASSETS                                              51,486
                                                                 ---------------

                                                              $         300,299
                                                                 ===============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES:

     Notes payable and accrued interest                       $       2,915,632
     Accounts payable                                                   587,323
     Accrued expenses                                                   355,470
     Preferred dividends payable                                        476,581
     Loans payable                                                      327,781
                                                                 ---------------
        TOTAL CURRENT LIABILITIES                                     4,662,787
                                                                 ---------------


STOCKHOLDERS' DEFICIT:

     Preferred stock, $.001 par value; 10,000,00 shares authorized;
        145,500 shares issued and outstanding                               146
     Common stock, $.001 par value; 90,000,000 shares authorized;
        47,774,177 shares  issued and outstanding                        47,774
     Additional paid-in capital                                       7,511,555
     Treasury stock, 4,400 common shares, at cost                        (5,768)
     Accumulated deficit                                            (11,916,195)
                                                                 ---------------
       TOTAL STOCKHOLDERS'  DEFICIT                                  (4,362,488)
                                                                 ---------------

                                                              $         300,299
                                                                 ===============
See notes to financial statements.

                                        1

<PAGE>
                                 WATER CHEF INC.

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                         Three Months Ended March 31,

                                                                                         ---------------------------------
                                                                                             2000                  1999
                                                                                         -------------          -------------
<S>                                                                                    <C>                   <C>

NET SALES                                                                                $   36,738            $  103,333
                                                                                       -------------         -------------
COSTS AND EXPENSES:

     Cost of sales                                                                           28,300                52,352
     Selling, general, and administrative                                                   123,895               155,681
      Depreciation and amortization                                                           5,200                 6,926
                                                                                       -------------         -------------
                                                                                            157,395               214,959
                                                                                       -------------         -------------
LOSS BEFORE OTHER EXPENSES AND

     EXTRAORDINARY ITEM                                                                    (120,657)             (111,626)
                                                                                       -------------         -------------
OTHER EXPENSES:

     Equity in loss of joint venture                                                        (14,657)              (14,588)
     Interest expense                                                                       (31,211)              (51,675)
                                                                                       -------------         -------------
              OTHER EXPENSES                                                                (45,868)              (66,263)
                                                                                       -------------         -------------
Loss before extraordinary item                                                             (166,525)             (177,889)

Extraordinary item - Gain on  extinguishment of debt                                        340,251                     -
                                                                                       -------------         -------------
Net income (loss)                                                                           173,726              (177,889)

Preferred stock dividends                                                                   (27,075)              (27,075)
                                                                                       -------------          -------------

Net income (loss) applicable to common stock                                            $   146,651           $  (204,964)
                                                                                       =============          =============



Basic and diluted loss per common share:

     Loss before extraordinary item                                             $              (0.01) $               (0.01)

     Extraordinary item                                                                         0.01                      -

                                                                                   ==================   ====================
Net income (loss) per common share-basic and diluted                            $               0.00 $                (0.01)
                                                                                   ==================   ====================
Weighted average number of common shares outstanding -

     basic and diluted                                                                    36,795,791             32,524,515

                                                                                   ==================   ====================
</TABLE>
                   See notes to financial statements.
                                        2
<PAGE>
                                                       WATERCHEF INC.

                                                  STATEMENTS OF CASH FLOWS

                                                         (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended March 31,

                                                                                         -------------------------------------

                                                                                               2000                1999
                                                                                         -----------------    ----------------

CASH FLOWS FROM OPERATING ACTIVITIES
   <S>                                                                                 <C>                  <C>

     Net income (loss)                                                                   $        173,726     $      (177,889)
     Adjustments to reconcile net income (loss) to net cash provided by
       (used in) operating activities
           Depreciation and amortization                                                            5,200               6,926
           Issuance of shares for services                                                              -               2,100
           Equity in loss of joint venture                                                         14,657              14,588
           Extraordinary gain on extinguishment of debt                                          (340,251)                  -

     Change in assets and liabilities
        Due from factor                                                                             2,073             (14,840)
        Cash held in escrow                                                                       161,988                   -
        Prepaid expenses and other current assets                                                   1,253               1,221
        Inventories                                                                                17,005              29,963
        Accounts payable and accrued expenses                                                        (374)             93,173
                                                                                         -----------------    ----------------
        CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                            35,277             (44,758)
                                                                                         -----------------    ----------------


CASH FLOWS USED IN INVESTING ACTIVITIES
     Purchase of property and equipment                                                           (10,000)                  -
                                                                                         -----------------    ----------------
        CASH USED in INVESTING ACTIVITIES                                                       (10,000)                  -

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase (decrease) in notes payable                                                        (171,776)             44,493
     Proceeds from sale of common stock                                                           250,000                   -
                                                                                         -----------------    ----------------
        CASH PROVIDED BY FINANCING ACTIVITIES                                                      78,224              44,493
                                                                                         -----------------    ----------------

NET INCREASE(DECREASE) IN CASH                                                                    103,501                (265)

CASH - Beginning of period                                                                          4,426               7,994

                                                                                         =================    ================
CASH - End of period                                                                     $        107,927    $          7,729
                                                                                         =================    ================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the year for:
        Interest                                                                         $              -    $              -
                                                                                         =================    ================
         Income taxes                                                                    $              -    $              -
                                                                                         =================    ================

</TABLE>

                        See notes to financial statements

                                        3


<PAGE>


                                WATER CHEF, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 2000

                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The accompanying  unaudited financial  statements have been prepared in
         accordance with generally  accepted  accounting  principles for interim
         financial information and the instructions to Form 10-QSB. Accordingly,
         they do not  include  all the  information  and  footnotes  required by
         generally  accepted   accounting   principles  for  complete  financial
         statements.  In the  opinion  of  management,  all  adjustments  (which
         include only normal recurring  adjustments) necessary to present fairly
         the financial  position,  results of operations  and cash flows for all
         periods  presented  have been made.  The results of operations  for the
         three month period ended March 31, 2000, are not necessarily indicative
         of the results of  operations  that may be expected for the year ending
         December  31,  2000.  These  financial  statements  should  be  read in
         conjunction with the Company's December 31, 1999 Form 10-KSB, financial
         statements and accompanying notes thereto.

2.       GOING CONCERN

         The accompanying  financial statements have been prepared assuming that
         the Company will continue as a going concern.  The Company  incurred an
         operating  loss of $166,000  for the three months ended March 31, 2000.
         Additionally,  the  Company  had  working  capital  and  total  capital
         deficiencies  of $4,471,000  and  $4,362,000  at March 31, 2000.  These
         conditions  raise  substantial  doubt  about the  Company's  ability to
         continue as a going concern.  Management's  plans with respect to these
         matters include restructuring its existing debt and raising  additional
         capital  through  future  issuances  of stock  and or  debentures.  The
         accompanying  financial  statements do not include any adjustments that
         might be necessary  should the Company be unable to continue as a going
         concern

3.       STOCKHOLDERS' EQUITY

         During  the  three  months  ended  March 31,  2000,  the  Company  sold
         4,583,330 common shares for $250,000. Additionally, 7,936,666 preferred
         shares were exchanged for a like number of common shares.

                                       4
<PAGE>

ITEM 2 -  Management's Discussion and  Analysis or Plan of Operations

RESULTS OF OPERATIONS

Net sales for the three  months  ended  March 31,  2000 and March 31,  1999 were
$36,738 and $103,333 respectively. Revenues decreased $66,595 or 64%.

Cost of sales for the three months ended March 31, 2000 was $28,300  compared to
$52,352 in the three months ended March 31, 1999, a decrease of $24,052 or 46%.

Selling,  general and  administrative  expenses for the three months ended March
31, 2000 were $123,895  compared to $155,681 in the comparable  prior period,  a
reduction of $31,786, or 20%.

Net income for the three months ended March 31, 2000 was $146,652  compared to a
net loss of $203,964 for the three months ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2000, the Company had a  stockholder's  deficit of $4,362,488 and a
working capital deficit of $4,471,152.

During the three months ended March 31, 2000,  the Company  reached  preliminary
agreement  to  resolve  all  outstanding  debt  with the  Bear  Paw  Development
Corporation of Northern Montana and the Montana  Department of Commerce with the
issuance  of  equity.  Pending  only  final  approval  by Bear  Paw's  Board  of
Directors,  this settlement will reduce the Company's debt by approximately $1.9
million.

During  the three  months  ended  March 31,  2000,  WaterChef  made a final cash
payment to the U.S. Small Business Administration in full settlement of $490,000
of principal and accrued interest owed to that agency. The negotiated compromise
resulted in a forgiveness of debt of $288,000.

The  Company  also  settled  trade  payables  of $77,000  for a cash  payment of
$25,000, which resulted in a forgiveness of debt of $52,000.

The Company  also raised  $250,000  through the sale of stock during the period,
and has entered into an agreement  with a  Broker-Dealer  organization  to do an
equity financing for the Company later in the year.

                                       5
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.     Legal Proceedings.

                   None.

ITEM 2.     Changes in Securities

                  During the three months ended March 31, 2000, the Company sold
                  4,583,330 common shares for $250,000. Additionally,  7,936,666
                  preferred  shares were  exchanged  for a like number of common
                  shares.

ITEM 3.     Defaults Upon Senior Securities

                   None

ITEM 4.      Submission of Matters to a Vote of Securities Holders

                   None

ITEM 5.      Other Information

                   None

ITEM 6.       Exhibits and Reports on Form 8-K

                   None

                                       6


<PAGE>

                                  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                            WATER CHEF, INC.

Date:  May 19, 2000                                         /s/  David A. Conway
                                                                 David A. Conway
                                                   President, Director and Chief
                                                               Executive Officer