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 September 30,2000

     ( )  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                                                NOVEMBER 10, 2000
-----                                                -----------------
Common

PAR VALUE $0.001 PER SHARE                           66,278,287





<PAGE>



                                WATER CHEF, INC.

                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                                TABLE OF CONTENTS

                         PART 1 - FINANCIAL INFORMATION

                                                                            PAGE

Item 1            Financial Statements:

                  Balance Sheet as of September 30, 2000.............          3

                  Statement of Operations for the three and nine month periods
                  ended September 30, 2000 and 1999...................         4

                  Statements of Cash Flow for the nine month periods
                  ended September 30, 2000 and 1999...................         5

                  Notes to Financial Statements.......................         6

Item 2            Managements Discussion and Analysis or Plan
                  of Operation..........................................       9


                           PART II - OTHER INFORMATION

Item 1            Legal Proceedings....................................       10
Item 2            Changes in Securities and Use of Proceeds...........        10
Item 3            Defaults Upon Senior Securities......................       10
Item 4            Submission of Matters to a Vote of Security Holders.        10
Item 5            Other Information....................................       10
Item 6            Exhibits and reports on Form 8-K.....................       10

Signatures...............................................................     11




                                        2


<PAGE>



                                WATER CHEF, INC.

                                  Balance Sheet
                               September 30, 2000
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS
         Cash                                                       $    55,052
         Inventories                                                    127,332
         Other current assets                                            20,445
                                                                    ------------
                  TOTAL CURRENT ASSETS                                  202,829

PROPERTY AND EQUIPMENT                                                   14,000

INTANGIBLE AND OTHER ASSETS                                              51,143
                                                                    ------------

                                                                       $ 267,972
                                                                    ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
         Notes payable and accrued interest                         $   710,125
         Accounts payable                                               645,328
         Accrued expenses                                               266,163
         Preferred dividends payable                                    530,731
         Loans payable -                                                327,781
                                                                    ------------
                  TOTAL CURRENT LIABILITIES                           2,480,128
                                                                    ------------

Stockholders Deficit:
         Preferred stock, $.001 par value; 10,000,000 shares;
             authorized; 145,500 shares issued and outstanding              146
         Common stock, $.001 par value; 90,000,000 shares
             authorized; 64,183,449 shares issued and outstanding        64,183
         Additional paid-in capital                                   8,518,277
         Treasury stock; 4,400 common shares at cost                     (5,768)
         Accumulated deficit                                        (10,788,994)
                                                                   -------------

                  TOTAL STOCKHOLDERS' DEFICIT                        (2,212,156)
                                                                   -------------

                                                                      $ 267,972
                                                                   =============


                       See notes to financial statements.

                                        3


<PAGE>



                                WATER CHEF, INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                   THREE MONTHS ENDED               NINE MONTHS ENDED
                                             ---------------------------        ---------------------------
                                                     SEPTEMBER 30                     SEPTEMBER  30
                                             ---------------------------        ---------------------------
<S>                                           <C>             <C>                    <C>           <C>
                                                2000            1999                   2000          1999
                                                ----            ----                   ----          ----

Net sales                                     $ 86,533          $79,384           $    201,945     $ 312,587
                                               --------          -------           ------------     ---------

Costs and Expenses:
         Cost of sales                          31,828           57,424                106,862       154,131
         Selling, general and administrative    83,852          187,000                360,979       537,446
         Non-cash compensation                  36,500                -                323,334            -
         Depreciation and amortization           4,794            6,926                 15,194        20,779
                                            -----------       ----------        --------------   -----------
                                               156,974          251,350                806,369       712,356
                                            -----------       ----------        --------------   -----------

Loss Before Other Income (Expenses) and

         Extraordinary item                  ( 70,441)        (171,966)              (604,424)      (399,769)
                                             ---------        ---------         --------------    -----------

Other Expenses

         Equity in Loss of Joint Venture       (16,759)         (22,885)               (52,184)       (54,778)
         Interest expense                       (6,750)         (50,836)               (63,680)      (152,508)
                                            -------------     -----------       ---------------  ------------
                                               (23,509 )        (73,721)              (115,864)      (207,286)
                                            ------------      -----------       ---------------  ------------

Loss before extraordinary item                 (93,950)        (245,687)              (720,288)      (607,055)

Extraordinary item - Gain on early

         Extinguishment of debt                  1,072                -              2,075,365              -
                                            ------------      -----------       --------------    -----------

Net Income (loss)                              (92,878)        (245,687)             1,355,077       (607,055)

Preferred stock dividends                      (27,075)         (27,075)               (81,225)       (81,225)
                                             -----------      ------------      --------------   -------------

Net Profit (Loss) applicable to

          Common stock                      $ (119,953)        (272,762)             $1,273,852      (688,280)
                                            ===========        =========         ==============   ============

Basic income (loss) per common share:

         Loss before extraordinary item     $    (0.00)    $      (0.01)         $       (0.01) $       (0.02)
         Extraordinary item                       0.00                -                   0.04              -
                                             -----------      ------------      ---------------- -------------
                                            $    (0.00)    $      (0.01)         $        0.03  $        (0.02)
                                            ============     ============       ================ =============

Diluted income (loss) per common share:

         Loss before extraordinary item     $    (0.00)    $      (0.01)        $       (0.01)  $        (0.02)
         Extraordinary item                       0.00                -                  0.04                -
                                             -----------    ------------      ----------------   -------------
                                            $    (0.00)    $      (0.01)        $        0.03   $        (0.02)
                                            ============    =============     ================   ==============

Weighted Average Common Shares  Outstanding:
         Basic                              63,293,775        32,717,433           51,302,407        32,620,285
                                            ===========       ===========       ===============  ==============
         Diluted                            64,272,175        33,717,433           52,280,807        32,620,285
                                            ===========       ===========       ===============  ==============
</TABLE>

                       See notes to financial statements.

                                        4


<PAGE>



                                                 WATER CHEF, INC.

                                             STATEMENTS OF CASH FLOWS
                                                    (Unaudited)
<TABLE>
<CAPTION>


                                                                                  NINE MONTHS ENDED SEPTEMBER 30,
                                                                                ----------------------------------
                                                                                    2000                     1999
                                                                                ------------            ------------
<S>                                                                         <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income (loss)                                                       $ 1,355,077         $      (597,785)
         Adjustments to reconcile net income (loss) earnings to
         net cash used in  operating activities:
                  Depreciation and amortization                                    15,194                  20,780
                  Non-cash compensation                                           323,334                  14,100
                  Equity in loss of joint venture                                  52,184                  54,778
                  Extraordinary gain on extinguishment of debt                 (2,075,365)                      -
         Change in assets and liabilities:
                  Cash held in escrow                                             161,988                       -
                  Accounts receivable                                               2,073                  (4,449)
                  Inventories                                                     (28,767)                101,494
                  Other current assets                                            (17,044)                  3,495
                  Accounts payable                                                 93,392                  12,618
                  Accrued expenses                                                (54,133)                383,429
                                                                                ----------                -------

                           NET CASH USED IN OPERATING ACTIVITIES                 (172,067)                (11,540)
                                                                                ---------                 ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of plant and equipment                                          (14,000)                      -
                                                                                ----------                ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Bank overdraft                                                                --                   3,616
         Proceeds from sale of common stock                                       375,000                       -
         Repayment of notes payable                                              (138,307)                      -
                                                                                ----------                --------

                  NET CASH PROVIDED BY FINANCING ACTIVITIES                       236,693                   3,616
                                                                                ----------                --------

Net Increase (Decrease) in Cash                                                    50,626                  (7,924)

CASH, BEGINNING OF PERIOD                                                           4,426                   7,994
                                                                                ----------                --------
CASH, END OF PERIOD                                                            $   55,052                $     70
                                                                                ==========                ========
</TABLE>
                       See notes to financial statements.

                                        5


<PAGE>



                                WATER CHEF, INC.
                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000

1.       BASIS OF PRESENTATION

         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  and  nine  month  periods  ended  September  30,  2000,  are not
         necessarily  indicative of the  operating  results 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 a
         loss before  extraordinary item of approximately  $720,000 for the nine
         months ended September 30, 2000. Additionally,  the Company had working
         capital and total capital deficiencies of approximately  $2,277,000 and
         $2,212,000 at September 30, 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,  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.

                                        6


<PAGE>



3.       STOCKHOLDERS' EQUITY

         During the nine months ended  September 30, 2000, the following  common
         stock transactions occurred:
<TABLE>
<CAPTION>
<S>                                          <C>                     <C>              <C>                     <C>

                                                                                        Additional
                                               Number of               Par               Paid in
                                                Shares                Value              Capital                Total
                                           -----------------      -------------      ----------------      ----------------
Issued at December 31, 1999                       35,254,181 $           35,254   $         7,266,138   $         7,301,392
        Sale of common stock for
        cash                                       5,983,330              5,983               319,017               325,000
        Exercise of Class B
        warrant                                      333,334                333                49,667                50,000
        Issuance of shares for
        consulting services                        2,129,998              2,130               169,370               171,500
        Conversion of notes
        payable and accrued
        interest                                   3,439,996              3,440               547,181               550,621
        Conversion of other
        liabilities                                  174,554                175                24,002                24,177
        Common stock issued to
        the Chief Executive
        Officer and President
        under terms of a non-
        dilution agreement                         8,931,390              8,931               142,902               151,833
        Exchange of preferred
        shares on a one for one

        basis for common shares                    7,936,666              7,937                     -                 7,937
                                           -----------------      -------------      ----------------      ----------------
Issued at September 30,2000                     64,183,449 $           64,183   $         8,518,277   $         8,582,460
                                           =================      =============      ================      ================

</TABLE>

4.       EXTRAORDINARY ITEM

         During the nine months ended  September 30, 2000,  the Company  reduced
         its  outstanding  debts payable in the amount of $2,859,986 by payments
         of $234,000 in cash and by issuance of 3,439,996 shares of common stock
         with a market value of $550,621, for a total of $784,621. The remaining
         balance  of  $2,075,365  was  extinguished  and  accounted  for  as  an
         extraordinary gain.

                                        7


<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

Net sales for the three months ended September 30, 2000 were $86,533 compared to
net  sales of  $79,384  for the  quarter  ended  September  30,  2000.  Revenues
increased by $7,149 or 9%.

Net sales for the nine months ended September 30, 2000 were $201,955 compared to
net sales of $312,587  for the first nine months of 1999, a decrease of $110,642
or 35%.

Cost of sales for the three months and nine months ended September 30, 2000 were
$31,828 and  $106,862  respectively,  compared to $57,424 and  $154,131  for the
three months and nine months ended  September  30, 1999,  primarily due to lower
rent and utility costs and productivity gains.

Selling, general and administration expenses for the quarter ended September 30,
2000 were $83,852 compared to $187,000 for the quarter ended September 30, 1999,
a decrease of $103,148,  or 55%,  reflecting the  elimination of satellite sales
offices and reduced travel expenses.

Selling, general and administration expenses for the nine months ended September
30, 2000 were $360,979  compared to $537,446 for the nine months ended September
30, 1999, a decrease of $176,467,  or 33%,  primarily due to lower  professional
fees, property taxes and marketing expenses.

Loss  before  extraordinary  item for the  three  months  and six  months  ended
September 30, 2000 was $93,950 and $720,288, respectively, compared to losses of
$245,687 and $607,055 in comparable periods in 2000.

During the nine  months  ended  September  30,  2000,  the  Company  reduced its
outstanding debts payable in the amount of $2,859,986 by payments of $234,000 in
cash and by issuance of 3,439,996  shares of common stock with a market value of
$550,621,  for a total of $784,621.  The  remaining  balance of  $2,075,365  was
extinguished and accounted for as an extraordinary gain.

Net loss for the third  quarter and net income for the first nine  months  ended
September  30,  2000 was $92,878 and  $1,355,077  respectively,  compared to net
losses of $245,687 and  $607,055 for the third  quarter and first nine months of
1999, respectively.

                                     8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000 the Company had a  stockholder's  deficit of $2,212,156
and a working capital deficit of $2,277,299.

During the nine  months  ended  September  30, 2000 the  Company  finalized  the
agreement  to  resolve  all  outstanding  debt  with the  Bear  Paw  Development
Corporation  of  Northern  Montana  and  the  Montana   Department  of  Commerce
(principal and interest  aggregating  $1,867,356) for the conversion of $180,000
of debt into of 2,000,000  shares of common  stock,  the remainder of $1,687,356
was forgiven  and is accounted  for as an  extraordinary  item.  Other notes and
accrued  interest  aggregating  $550,621 were converted into 3,439,996 shares of
common stock.

In addition accrued expenses and other  liabilities,  representing  $24,177 were
resolved with the issuance of 174,554 common shares.

During the nine months  ended  September  30, 2000 the Company  raised  $375,000
through the sale of stock and exercise of warrants.

With the  reorganization of the Company's finances  proceeding on schedule,  the
Company plans an equity financing later in the year.

CAUTIONARY FACTORS REGARDING FUTURE OPERATING RESULTS

The matters  discussed  in this form 10-QSB other than  historical  material are
forward-looking  statements.  Any such  forward-looking  statements are based on
current   expectations   of  future   events  and  are   subject  to  risks  and
uncertainties,  which could cause actual results to vary  materially from those,
indicated.  Actual  results  could differ due to a number of factors,  including
negative  developments  relating to unforeseen order cancellations or push outs,
the company's  strategic  relationships,  the impact of intense  competition and
changes  in our  industry.  The  Company  assumes  no  obligation  to update any
forward-looking  statements as a result of new  information  or future events or
developments.

                                       9

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 2. Changes in Securities

During the nine months  ended  September  30, 2000 the  Company  issued  333,334
common  shares upon the purchase of a warrant for  $50,0000  and sold  5,983,330
common shares for $325,000.  Additionally 3,614,550 common shares were issued in
settlement  of $574,798 of debt;  8,931,390  common shares were issued under the
terms of a non-dilution  agreement valued at $151,834, and 2,129,998 shares were
issued as  payment in lieu of cash for consulting  services  received  valued at
$171,500.

ITEM 3. Default 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

a.)      The following exhibits are filed as part of this report:

                  EXHIBIT                   DESCRIPTION

                     27                     Financial Data Schedule

b.)      Reports on Form 8-K:

         No  reports  on Form 8-K  were  filed  during  the  nine  months  ended
         September 30, 2000.

                                      10


<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.
November 14, 2000                                  /s/David A. Conway
-----------------                                  -----------------------------
Date:                                              David A. Conway
                                                   President, Director and Chief
                                                   Executive Officer
                                                   (Principal Operating Officer)


















                                       11