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, 1999

                    ( ) 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                            MARCH 31, 1999
Common                           --------------
Par value $0.001 per share       33,060,019

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<PAGE>

                                WATER CHEF, INC.

                                   FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 1999

                                TABLE OF CONTENTS

                         PART 1 - FINANCIAL INFORMATION

                                                                           PAGE

Item 1            Financial Statements:

                  Balance Sheets as of March 31, 1999

                  and December 31, 1998..............................      3

                  Statement of Operations for the three month periods

                  ended March 31, 1999 and 1998......................      4

                  Statement of Stockholders' Deficit.................      5

                  Statements of Cash Flow for the three month periods

                  ended March 31, 1999 and 1998......................      6

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

Item 2 Managements Discussion and Analysis of Results
            of Operations and Financial Condition....................      8


                           PART II - OTHER INFORMATION

Item 3 Exhibits and Reports on Form 8-K..............................      9

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




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<PAGE>




                                                                   4

                                WATER CHEF, INC.

                                  Balance Sheet

                                                       March 31      December 31
                                                         1999           1998
                                                     ----------      ----------
                                                     (Unaudited)

                                     ASSETS

Current Assets:
         Cash                                     $      7,729     $      7,994
         Accounts receivable                            22,890            8,050
         Inventory                                     190,353          220,316
         Other current assets                            2,646            3,867
                                                  -------------    ------------
                  Total Current Assets                 223,618          240,227

Property Plant and Equipment                           273,599          279,045

Investment in joint venture                            111,353          125,941

Intangible and other assets                             51,486           52,967
                                                  ------------     ------------
                                                  $    660,056      $  698,180
                                                  ============     ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Notes payable                                    $3,584,742       $3,540,249
   Accounts payable                                  1,119,906        1,105,197
   Accrued expenses                                    684,617          626,154
   Preferred dividends payable                         368,281          341,206
   Loans payable - shareholder                         169,413          169,413
                                                  ------------     ------------
                  TOTAL CURRENT LIABILITIES          5,926,959        5,782,219

Stockholders Deficit:
  Preferred stock, $.001 par value; 10,000,000 shares
  authorized; 8,082,166 shares issued and outstanding    8,082            8,082
  Common stock, $.001 par value; 40,000,000 shares
  authorized; 32,560,019 shares issued and outstanding  32,560           32,339
  Additional paid-in capital                         7,125,386        7,103,507
  Treasury stock; 4,400 common shares at cost           (5,768)          (5,768)
  ACCUMULATED DEFICIT                              (12,427,163)     (12,222,199)
                                                   ------------     -----------

TOTAL STOCKHOLDERS' DEFICIT                         (5,266,903)      (5,084,903)
                                                   ------------     -----------
                                                    $  660,056       $  698,180
                                                   ============     ============



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<PAGE>






                                WATER CHEF, INC.

                             STATEMENT OF OPERATIONS

                                   (Unaudited)

                                                    Three Months Ended March 31
                                                          1999         1998
                                                          ----         ----
Net Sales                                           $    103,333    $    49,353
                                                    ------------    ------------

Costs and Expenses:
      Cost of sales                                       52,352         38,780
         Selling, general and administrative             155,681        256,843
         Depreciation and amortization                     6,926         14,683
         Provision for inventory write-down                    -         31,250
                                                    ------------    ------------
                                                         214,959        341,556

Loss Before Equity in Loss of Joint Venture             (111,626)      (292,203)

Equity in Loss of Joint Venture                          (14,588)      (238,700)
                                                    -------------   ------------

Net Loss From Operations                                (124,214)      (530,903)

Other Income and Expense:
         Interest expense                                (51,675)       (40,505)
         Preferred stock dividends                       (27,075)       (27,075)
                                                    -------------   ------------
Net Loss                                             $  (204,964)   $  (598,483)
                                                    =============   ============

NET LOSS PER COMMON SHARE (BASIC AND DILUTED)        $    (0.006)   $    (0.017)
                                                    =============   ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            32,524,515     35,111,237
                                                    ============    ============

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                                WATER CHEF, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT

                                   (Unaudited)
<TABLE>


                            Preferred Stock          Common Stock         Additional                       Retained
                            ---------------------------------------       Paid-in      Treasury            Earnings
                             Shares     Amt.         Shares     Amt.      Capital       Stock              (DEFICIT)         TOTAL

                             ------     ---          ------     ---       -------       -----             ---------          -----
<S>                          <C>        <C>            <C>      <C>       <C>            <C>                <C>            <C>
Balances at
      December 31, 1998    8,082,166   $8,082      32,339,015   $32,339   $7,103,507    $(5,768)        $(12,222,199)   $(5,084,039)

Common Stock Issues For:
  Services                                             21,000        21        2,079                                          2,100
  Extinguishment of debt                              200,000       200       19,800                                         20,000

Preferred stock dividend
                                                                                                             (27,075)       (27,075)

Net loss                                                                                                    (177,889)      (177,889)
                          ---------   ------      ----------  --------    ----------    -------         -------------    ----------
Balance at
March 31, 1999            8,082,166   $8,082      32,560,015    $32,560   $7,125,386   $(5,768)         $(12,427,163)   $(5,266,903)
                          =========   ======      ==========    =======   ==========   ========          ============    ===========

</TABLE>
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<TABLE>
<CAPTION>



                                                  WATER CHEF, INC.

                                              STATEMENTS OF CASH FLOWS

                                                     (Unaudited)

                                                                          Three Months Ended March 31,
                                                                              1999            1998
                                                                              ----            ----
Cash Flows From Operating Activities:
<S>                                                                         <C>             <C>
 Net (loss)                                                                 $(204,964)      $(598,483)

    Adjustments  to  reconcile  net  (loss)  earnings  to
    net cash  used in operating activities:
        Depreciation and amortization                                           6,926          14,702
        Issuance of shares for services                                         2,100             -
        Equity in loss of joint venture                                        14,588         238,700
   (Increase) decrease in operating liabilities:
        Accounts receivable                                                   (14,840)         13,859
        Inventory                                                              29,963          57,621
        Prepaid expense                                                         1,221             942
    Increase (decrease) in operating liabilities:
        Accounts payable                                                       14,710         105,847
        Accrued liabilities                                                    78,463          64,035
        Accrued preferred stock dividends                                      27,075          27,075
                                                                            ----------       ---------
                           Net cash used in operating activities              (44,758)        (75,702)
                                                                            ----------       ---------

Cash Flows From Investing Activities:
      Purchase of plant and equipment                                            -             (1,765)
                                                                            ----------      ----------

                           NET cash provided by financing activities             -             (1,765)
                                                                            ----------      ----------

Cash Flows From Financing Activities:
       Proceeds from notes payable                                               -             50,000
       Increase in notes payable accrued interest                              44,493          32,252
                                                                            ----------      ----------
            Net cash provided by financing activities                          44,493          82,252
                                                                            ----------      ----------

Net Increase In Cash                                                             (265)          4,785
Cash, Beginning of Period                                                       7,994           3,123
                                                                            ----------      ----------

Cash, End of Period                                                       $     7,729       $   7,908
                                                                            ==========      ==========
SUPPLEMENTAL DISCLOSURES OF NON CASH ACTIVITIES
       Common stock issued for services                                   $     2,100       $     -
                                                                            ==========      ==========
       Common stock issued for debt                                       $    20,000       $     -
                                                                            ==========      ==========
</TABLE>
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                                                                   9

                                WATER CHEF, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1999

(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, 1999, are not necessarily  indicative
of the operations  results that may be expected for the year ending December 31,
1999. These financial statements should be read in conjunction with the Company'
December 31, 1998 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, 1999, Inventories consist of the following:

                  Raw Material                                  7,137
                  FINISHED GOODS                              183,216
                                                              -------
                                                             $190,353
                                                              =======

(3) In February 1994 the Company formed Tianjin Tahoe Cooler Co. LTD.  ("Tianjin
Tahoe") a joint  venture  with Tianjin  Electronics  and  Instrument  Import and
Export  Corporation  (TEIIEC") for the purpose of manufacturing  certain Company
designed water coolers in Tianjin, Peoples Republic of China. Water Chef own 55%
of the joint venture company.

(4) In December,  1995 the Company  issued one million shares of common stock to
acquire Natural Water Systems,  Inc. a company producing and marketing a variety
of water filters. Such activities were discontinued in 1997.

ITEM 2 - MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF OPERATIONS AND
         FINANCIAL CONDITION

 RESULTS OF OPERATIONS

Net sales for the quarter ending March 31, 1999 and March 31, 1998 were $103,333
and $49,353 respectively.  Revenues  increased $53,980, or 109% over the earlier
period.

Cost of sales for the first  quarter  1999 was  $52,352  compared  to $38,780 in
first  quarter  1998,  an increase of $13,572,  or 35%.  Gross  margins in first
quarter 1999 were 49% compared to 21% in first  quarter  1998,  primarily due to
improved product mix and improved productivity.

Selling,  general and  administrative  expenses for the period  ending March 31,
1999 were $155,681 compared to $256,843 in the year earlier period. The decrease
of $101,162,  or 39%, was primarily due to lower  consulting  and travel related
expenses.

The loss from continuing  operations was $126,214 in first Quarter 1999 compared
to a loss of $530,903 in the year earlier period.  The decrease of $404,689,  or
76%, is primarily  attributable to the above factors and to Water Chef's reduced
loss recognized from equity in the joint venture ($14,588 in first quarter, 1999
compared to $238,700 in first quarter, 1998).

LIQUIDITY AND CAPITAL RESOURCES

At the end of first  quarter,  1999 the Company had a  stockholder's  deficit of
$5,266,903 and a working capital deficit of $5,703,341.

In first  quarter  1999 the  Company  issued  21,000  shares of common  stock in
payment for services  rendered  and 200,000  shares as  compensation  in lieu of
cash.

In first quarter 1999  management  entered into  negotiations  to sell redundant
real estate and to restructure its existing debt.

Management intends to raise additional capital through future issuances of stock
and/or debentures to finance the growth of the Company.

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                                                                  10

                           PART II - OTHER INFORMATION

ITEM 3. EXHIBITS AND REPORTS ON FORM  8-K

A.   Exhibits:Statement re: Computation of earnings per share            page 10

B.   Reports on Form 8-K

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                                    EXHIBIT 1

                                WATER CHEF, INC.

                 STATEMENT RE: COMPUTATION OF PER SHARE EARNING

                                 MARCH 31, 1999

Common and Common Equivalent shares outstanding beginning of period  32,339,019

EFFECT OF WEIGHTING SHARES ISSUED...................................    185,496
                                                                    -----------

WEIGHTED SHARES..................................................... 32,524,515
                                                                     ==========

                The net loss per share was calculated as follows:

NET LOSS...........................................................   ($204,964)
                                                                     ==========

WEIGHTED SHARES....................................................  32,525,515
                                                                     ==========

                NET LOSS PER COMMON AND COMMON EQUIVALENT SHARES

NET LOSS PER SHARE.................................................($     0.006)
                                                                  =============



















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                                   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:   March 10, 2000                             David A. Conway
                                                   President, Director and Chief
                                                   Executive Officer
                                                   (Principal Operating Officer)


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