U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                 FORM 10-QSB/A
                                AMENDMENT NO. 1
    
(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 
                 For the quarterly period ended March 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

               For the transition period from           to
                                              ---------    --------

                       Commission file number 2-96455-LA
                                              ----------

                                WATER CHEF, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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


             7707 E. Acoma Dr. Suite 109, Scottsdale, Arizona 85260
             ------------------------------------------------------
                    (Address of principal executive offices)

                                  602-991-4534
                          ---------------------------
                          (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                                        March 31, 1997
          -----                                        --------------
Common
Par Value $.001 per share                                16,836,574
<PAGE>

                                WATER CHEF, INC.

                                 FORM 10-QSB/A

                      FOR THE QUARTER ENDED MARCH 31, 1997

                               TABLE OF CONTENTS

   
PART I - FINANCIAL INFORMATION
                                                                Page
                                                                ----
Item 1.   Financial Statements:

          Consolidated Balance Sheets as of March 31, 1997
          and December 31, 1996.................................. 3

          Consolidated Statements of Operations for the three
          month periods ended March 31, 1997 and 1996............ 5

          Consolidated Statements of Cash Flow for the three
          month periods ended March 31, 1997 and 1996............ 6

          Notes to Consolidated Financial Statements............. 7

Signatures....................................................... 9
    
                                       2
<PAGE>
                                WATER CHEF, INC.

                          CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                    March 31,       December 31,
                                                      1997              1996
                                                    ---------       ------------
                                                   (Unaudited)
CURRENT ASSETS:
   Cash                                            $   38,529       $   18,553
   Accounts receivable, net of allowance for
    doubtful accounts of $51,939.97 at March 31,
    1997 and $51,939.97 at December 31. 1996           21,698           91,985
   Inventories, net                                   527,465          495,910
   Deposits and other                                 203,883          452,138
                                                   ----------       ----------

       Total Current Assets                           791,575        1,058,586
                                                   ----------       ----------

PROPERTY AND EQUIPMENT, at cost less accumulated
 depreciation of $351,418 at March 31, 1997 and
 $278,375 at December 31, 1996                        497,798          679,690

PATENTS, DESIGNS AND TRADEMARKS, at cost less
 accumulated  amortization  of $20,292 at
 March 31, 1997 and $18,943 at December 31, 1996      193,485           39,297

INVESTMENT IN CHINA JOINT VENTURE (Note 3)            148,000          148,000

OTHER                                                 445,516          104,999
                                                   ----------       ----------
                                                   $2,076,374       $2,030,572
                                                   ==========       ==========


                   The accompanying notes are an integral part
                     of these consolidated balance sheets.

                                       3
<PAGE>
                                WATER CHEF, INC.

                          CONSOLIDATED BALANCE SHEETS

                     LIABILITIES AND STOCKHOLDERS' DEFICIT


                                                        March 31,   December 31,
                                                          1997          1996
                                                        ---------   ------------
                                                       (Unaudited)
CURRENT LIABILITIES:
  Accounts payable:
     Trade                                            $   780,296   $   852,407
     Other                                                338,416        54,396
  Accrued expenses and other                              609,198       879,966
  Current portion of notes payable                        312,898       232,739
                                                       ----------    ----------

      Total Current Liabilities                         2,040,808     2,020,508
                                                       ----------    ----------

NOTES PAYABLE, net of current portion                   2,618,438     2,798,600
                                                       ----------    ----------

Minority Interest (Note 3)                                253,000       253,000

STOCKHOLDERS' DEFICIT:
  Preferred Stock, $.001 par  value,10,000,000
     shares authorized;  93,000 shares issued and
     outstanding at March 31, 1997 and 52,500 shares
      issued and outstanding at December 31, 1996         432,330           215
  Common Stock, $.001 par value, 40,000,000 shares
     authorized; 16,836,574 shares issued and
     16,836,574 outstanding at March 31, 1997 and
     16,836,574 shares issued and 16,836,574
     outstanding at December 31, 1996                      16,836        16,836
  Common Stock to be issued (93,000 shares)               199,660       397,342
  Additional paid-in capital                            2,909,914     2,892,961
  Treasury stock, at cost                                  (5,768)       (5,768)
  Accumulated deficit                                  (6,388,678)   (6,334,122)
                                                       ----------    ----------

      Total Stockholders' Deficit                      (2,835,872)   (3,032,536)
                                                       ----------    ----------
                                                       $2,076,374    $2,030,572
                                                       ==========    ==========

                   The accompanying notes are an integral part
                     of these consolidated balance sheets.

                                       4
<PAGE>
                                WATER CHEF, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

           FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)

   
                                                           1997          1996
                                                           ----          ----
Net sales                                             $    40,025   $    18,613

Cost of sales                                              50,669        61,313
                                                      -----------   -----------

Gross margin                                              (10,644)      (42,760)

Selling, general and administrative expenses              288,434       245,832
                                                      -----------   -----------

        Loss from operations                             (299,078)     (288,592)
                                                      -----------   -----------
Other income (expense):
Forgiveness-Debt. SBA
Sale of WaterChef Franchise:                              261,221
  Interest expense                                        (24,225)      (68,462)
  Other, net                                                 --              --
                                                      -----------   -----------
Total other expense                                       (24,225)      (68,462)
                                                      -----------   -----------

Loss before provision for income taxes                    (62,081)     (357,054)

Provision for income taxes                                    --             --
                                                      -----------   -----------

NET LOSS                                              $   (62,081)  $  (357,054)
                                                      ===========   =========== 
loss per common share and common
share equivalent                                      $       (  )  $      (.04)

Weighted average number of common shares
  and common share equivalents outstanding             16,836,574    15,836,574
                                                      ===========   ===========
    

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       5
<PAGE>
                                WATER CHEF, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)
   
                                                             1997        1996   
                                                             ----        ----   
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
Net Loss                                                  $ (62,081)  $ 341,656 
Adjustments to reconcile net loss to net                                        
 cash used in operating activities:                                             
   Depreciation and amortization                           (186,389)      13,699
   Non Operating Cash Flow Adjustments                        7,689            0
 Change in assets and liabilities:                                              
 Increase in accounts receivable                             70,287      60,982 
    Decrease (increase) in inventories                      (31,555)   (167,814)
    Increase in investment in China joint venture                 0           0 
    Increase in prepaid expenses and other assets           (28,817)          0 
    Increase (decrease) in accounts payable                  72,111     230,034 
    Increase in accounts payable-China joint venture       (148,000)   (148,000)
    Increase in accrued expenses and other liabilities      270,768     109,376 
                                                          ---------   --------- 
        Net cash used in operating activities             $ (35,987)  $ 439,933 
                                                          ---------   --------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                  
   Acquisition of property and equipment                  $(133,240)  $(118,149)
   Acquisition of patents, designs and trademarks         $(154,187)  $ (60,393)
                                                          ---------   --------- 
      Net cash used in investing activities               $(287,427)  $(178,542)
                                                          ---------   --------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                 
   Proceeds from borrowings on notes payable                 92,003   $(664,486)
   Payments on notes payable                                (10,149)    (71,887)
   Proceeds from preferred and common stock, net            261,536     399,361 
                                                          ---------   ---------
          Net cash provided by financing activities       $ 343,390   $(337,012)
                                                          ---------   --------- 
                                                                                
Net increase (decrease) in cash                           $  19,976   $ (75,621)
                                                                                
Cash beginning of period                                  $  18,553   $  94,174 
                                                          ---------   --------- 
                                                                       
Cash, end of period                                       $  38,259   $  18,553 
                                                          =========   ========= 
Supplemental Cash Flow Information:                                             
Cash paid for interest                                    $       0   $       0 
                                                          =========   =========
    
                  The accompanying notes are an integral part
                  of these consolidated financial statements.

                                       6
<PAGE>
                                WATER CHEF, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1997

(1) The  accompanying  unaudited  consolidated  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, 1997, are not necessarily  indicative
of the operating  results that may be expected for the year ending  December 31,
1997.  These  financial  statements  should  be read  in  conjunction  with  the
Company's December 31, 1996 Form 10-KSB,  financial  statements and accompanying
notes thereto.

Pursuant to a Merger  Agreement and Plan of  Reorganization  between the Company
and Water Chef-Nevada dated June 4, 1993 ("the  Agreement"),  the Company issued
3,800,000 shares of its common stock to Water  Chef-Nevada's three stockholders,
in exchange for all issued and  outstanding  common stock of Water  Chef-Nevada.
The common stock issued  represented 62% of the issued and outstanding shares of
its common stock after the merger.  In connection with this  transaction,  Water
Chef-Nevada's  officers and its director  became  officers and a director of the
Company.  This  resulted  in Water  Chef-Nevada's  officers  and  director,  and
directors appointed by Water Chef-Nevada,  controlling the Company's  day-to-day
operations.

In  accordance  with  Accounting  Principles  Board  Opinion  No.16,  the  Water
Chef-Nevada  acquisition  has been accounted for as a reverse  acquisition.  The
historical  financial  statements  prior  to June 4,  1993  are  those  of Water
Chef-Nevada  (Water  Chef-Nevada was formed on January 25, 1993,  therefore,  no
financial  statements are presented prior to that date). For financial statement
presentation purposes, the Company is considered to be the predecessor.

(2)  As of March 31, 1997, Inventories consist of the following:

        Raw Material              516,795
        Finished Goods             10,670
                                 --------
                                 $527,465
                                 ========

(3) In February 1994, the Company entered into an agreement (the "Agreement") to
form a joint  venture,  Tianjin Tahoe Cooler Co., Ltd. (the "Joint  Venture") to
establish and operate a facility to  manufacture  the  Company's  Series I water
coolers in the People's  Republic of China.  The Company's  contribution  to the
Joint  Venture,  in which it will  have a 55%  interest,  will be in the form of
machinery and other equipment in the approximate value of $144,000 (based on the
price of the  equipment  to be supplied  by the  Company to the joint  venture),
$140,000 cash and designs and technology  with an agreed upon value of $156,000.
The minority  interest of $253,000  reflected in the consolidated  balance sheet
represents the minority  shareholder's  proportionate share of the equity of the
Joint  Venture.  No minority  interest has been  reflected  in the  accompanying
consolidated  statements  of  operations  as the Joint  Venture did not have any
material operations during the three months ended March 31, 1997.

                                       7
<PAGE>

(4) In December 1995 the company  purchased all of the outstanding  common stock
of Natural Water  Systems Inc.  Boulder,  Co for 1,Million  shares of Water Chef
common.  The company supplies water dispensing  systems for Natural Water stores
and a shower  filter  of  patented  design  that  removes  95% of the  chlorine.
Chlorine  causes dry skin,  split ends,  scalp  flaking  and red eyes,  Chlorine
absorbed by the body during a shower has been known to cause cancer of the colon
and  bladder.  It is believed  this shower  filter  product can grow into a $100
Million business.

                                       8
<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 thereunto duly authorized.

                                                 WATER CHEF, INC.

   
Date:  August 22, 1997                           /s/ C. Gus Grant
                                                 -------------------------------
                                                 C. Gus Grant
                                                 President, Director and Chief
                                                 Executive Officer
                                                 (Principal Operating Officer)
    






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