Edgar Filing: WATER CHEF INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12

WATER CHEF, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
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(5) Total fee paid

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed

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WATER CHEF, INC.
1007 GLEN COVE AVENUE, SUITE 1
GLEN HEAD, NY 11545

________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ______ __, 2006

_______________

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of WATER CHEF, INC., a Delaware corporation (the "Company"), will be
held at _______________, located at ______________________, _________________,
on ________, 2006 at ________ A.M., local time, for the following purposes:

1. To elect three members of the Board of Directors to serve
until the next annual meeting of stockholders and until their
successors have been duly elected and qualified;

2. To amend our Restated Certificate of Incorporation to
increase the authorized capital stock of Water Chef, Inc. from
200,000,000 shares to 350,000,000 shares, consisting of 340,000,000
shares of common stock and 10,000,000 shares of preferred stock; and

3. To transact such other business as may properly be brought
before the Meeting or any adjournment thereof.

The Company has fixed the close of business on __________, __, 2005 as
the record date for the Meeting. Only stockholders of record on the stock
transfer books of the Company at the close of business on that date are entitled
to notice of, and to vote at, the Meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO FILL IN, DATE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT TO US USING THE SELF ADDRESSED
STAMPED ENVELOPE PROVIDED.

By Order of the Board of Directors,

Marshall S. Sterman
Member of the Board of Directors and
Acting Secretary
Glen Head, New York
_____________ __, 2005

(i)

WATER CHEF, INC.
1007 GLEN COVE AVENUE, SUITE 1
GLEN HEAD, NY 11545

_______________

PROXY STATEMENT

_______________

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT __________A.M. AT _______, _________, ON __________ __, 2006

This proxy statement is being furnished to you in connection with the
solicitation of proxies by the Board of Directors of Water Chef, Inc. (the
`Company") for use at our annual meeting of stockholders and at all adjournments
and postponements thereof (the "Meeting") scheduled for ________, _________,
2006 at ________, located at __________, __________, at _____ a.m. local time,
and any adjournment thereof. This proxy statement, and the accompanying proxy
card, are first being mailed to stockholders on or about ________ __, 2006.

A proxy card is enclosed. Even if you plan to attend the Meeting in person,
you should date, sign and return the enclosed proxy card as soon as possible to
be sure that your shares will be voted at the Meeting. A postage prepaid
envelope has been provided for your convenience. Please note that even after
submitting your proxy card, you can revoke it and/or change your vote prior to
the Meeting as described below.

QUESTIONS AND ANSWERS ABOUT THE MEETING

Q: WHAT IS THE PURPOSE OF THE MEETING?

A: The purpose of the meeting is to consider and vote upon the following
matters:

o a proposal to elect three members of the Board of Directors to serve
until the next annual meeting of stockholders and until their
successors have been duly elected and qualified ("Proposal No. 1");

o a proposal to amend our Restated Certificate of Incorporation to
increase the authorized capital stock of the Company from 200,000,000
shares to 350,000,000 shares, consisting of 340,000,000 shares of
common stock and 10,000,000 shares of preferred stock, ("Proposal No.
2"); and

o such other business as may properly come before the annual meeting or
any adjournment thereof.

At the meeting, a representative of Marcum & Kliegman LLP, our
independent auditors for the year ending December 31, 2004, will be
available to report on our current operations and answer stockholder
questions.

Q: WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?

A: You are receiving this proxy statement and the enclosed proxy card because
the Board of Directors is soliciting your proxy to vote your shares of
common stock or preferred stock, as the case may be, at the annual meeting.
To assist you in your decision-making process, this proxy statement
contains pertinent information about us, the annual meeting and the
proposal to be considered.

Q: WHEN AND WHERE WILL THE MEETING BE HELD?

A: The annual meeting of stockholders will be held ______, ______, ______, on
______, ______, 2006 at ______a.m. local time.

Q: WHO IS ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING?

A: All stockholders of record at the close of business on ______, ______ __,
2005 are entitled to notice of, and to vote at, the annual meeting. Each
share of our common stock and each share of each class of our preferred
stock entitle its holder to one vote on each matter properly submitted to
stockholders. On the record date, there were (i) ______outstanding shares
of our common stock, held by a total of stockholders, (ii) ______
outstanding shares of our Series A Preferred Stock, held by a total of
stockholders, (iii) ______outstanding shares of our Series D Preferred
Stock, held by a total of stockholders, and (iv) ______outstanding shares
of our Series F Preferred Stock, held by a total of stockholders.

Q: HOW DO I VOTE?

A: By properly completing, signing and returning the enclosed proxy card, your
shares will be voted as directed. If no directions are specified on your
properly signed and returned proxy card, your shares will be voted for the
proposal set forth below, and with regard to any additional matters that
come before the annual meeting, in the discretion of the persons named as
proxies. If you are a registered stockholder; that is, if you hold your
shares of stock in certificate form, and you attend the meeting, you may
either mail in your completed proxy card or deliver it to us in person. If
you hold your shares of stock in "street name"; that is, if you hold your
shares of stock through a broker or other nominee, and you wish to vote in
person at the annual meeting, you will need to obtain a proxy card from the
institution holding your stock.

Q: CAN I VOTE BY TELEPHONE OR ELECTRONICALLY?

A: No. At the present time we have not established procedures for telephonic
or electronic voting. We may establish such procedures in the future,
should we determine that their added convenience justifies their additional
cost. At this time, you may only vote by returning a properly executed
proxy card, or voting in person at the annual meeting.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

A: It means that you have multiple accounts at the transfer agent and/or with
stockbrokers. Please sign and return all proxy cards to ensure that all of
your shares are voted.

Q: CAN I CHANGE OR REVOKE MY VOTE AFTER I RETURN MY PROXY CARD?

A: Yes. Even after submitting your proxy card, you can revoke it and/or change
your vote prior to the annual meeting. To revoke or change your vote prior
to the annual meeting, simply (i) file a written notice of revocation with
our secretary, (ii) send us a duly executed proxy card bearing a later date
than the prior one submitted or (iii) attend the annual meeting and vote in
person. Please note, however, that while the giving of a proxy does not
affect your right to vote in person at the annual meeting, attendance alone
will not revoke a previously granted proxy.

Q: WHAT IS A "QUORUM?"

A: A quorum is the number of people required to be present before a meeting
can conduct business. Pursuant to our Bylaws, the presence at the annual
meeting of at least a majority of the outstanding shares of our capital
stock (___ shares) as of the record date, whether in person or by proxy, is
necessary for there to be a "quorum." If you submit a properly executed
proxy card, even if you abstain from voting, you will be considered part of
the quorum. Shares represented by broker "non-votes" will also be
considered part of the quorum.

Q: WHAT VOTE IS REQUIRED TO APPROVE PROPOSAL NO. 1?

A: If a quorum is present at the Meeting, either in person or by proxy, then a
plurality of the votes cast will be sufficient to elect the three director
nominees.

Q: WHAT VOTE IS REQUIRED TO APPROVE PROPOSAL NO. 2?

A: Approval of the proposal to amend our Restated Certificate of
Incorporation, attached hereto as ANNEX A, to increase the authorized
capital stock of the Company from 200,000,000 to 350,000,000, consisting of
340,000,000 shares of common stock and 10,000,000 shares of preferred stock
requires the affirmative vote of a majority of the issued and outstanding
shares of our common stock and preferred stock, as of the record date,
voting together as one class of capital stock.

Properly executed proxy cards marked "ABSTAIN" and broker "non-votes" will
not be voted. Accordingly, abstentions and broker "non-votes" are
tantamount to negative votes.

Q: WHAT IS THE BOARD OF DIRECTORS' RECOMMENDATION?

A: The Board of Directors recommends that you vote:

o "FOR" the election of each of the nominees; and

o "FOR" the amendment to the Certificate of Amendment to the Restated
Certificate of Incorporation increasing the authorized capital stock
from 200,000,000 shares to 350,000,000 shares, consisting of
340,000,000 shares of common stock and 10,000,000 shares of preferred
stock,.

Unless otherwise instructed, the shares of stock represented by your signed
and returned proxy card will be voted in accordance with the
recommendations of the Board of Directors. With respect to other matters
that may properly come before the annual meeting, the proxy holder(s) will
vote in accordance with the Board of Directors' recommendations or, if no
recommendation is given, at their discretion.

Q: WHO IS PAYING THE COST FOR THIS PROXY SOLICITATION AND HOW IS THE
SOLICITATION PROCESS BEING CONDUCTED?

A: We will pay the costs associated with this proxy solicitation. We do not
anticipate that such costs will exceed those normally associated with
similar proxy solicitations. We will also, upon request, reimburse brokers,
banks and similar organizations for reasonable out-of-pocket expenses
incurred in forwarding these proxy materials to clients.

In addition to soliciting of proxies through the mail, our directors and
employees may solicit proxies in person, by telephone or other electronic
means, or we may utilize firms specializing in proxy solicitation. None of
our directors or employees will receive additional compensation for any
such efforts. The Company will, upon their request, reimburse brokerage
houses and persons holding shares of Common Stock in the names of the
Company's nominees for their reasonable expenses in sending solicited
material to their principals.

Q: DO I HAVE DISSENTER'S RIGHTS?

A: No. The action proposed to be taken at the annual meeting does not entitle
dissenting stockholders to any appraisal rights under the Delaware General
Corporation Law.

Q: WHEN ARE STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
DUE?

A: For stockholder proposals to be considered for inclusion in the proxy
statement for our next annual meeting, they must be submitted to us in
writing, within a reasonable time before we begin printing and mailing our
annual meeting proxy materials. We have not yet set the date for our next
annual meeting. Please note, however, that all proposals submitted must
comply with applicable laws and regulations and follow the procedures set
forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended, to
be considered for inclusion in our proxy materials.

Q: HOW DO I OBTAIN MORE INFORMATION ABOUT THE COMPANY?

A: We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission (the "SEC"). You may read and copy
any of these documents at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at (800)-SEC-0330
for further information. Copies of this material may also be obtained from
the SEC's web site at HTTP://WWW.SEC.GOV, by contacting our chief financial
officer at (516) 656-0059 or by writing to us at 1007 Glen Cove Avenue,
Glen Head, NY 11545.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information as of December 15, 2005, concerning stock
ownership of all persons known by the Company to own beneficially 5% or more of
the issued and outstanding common stock of the Company, all Directors, all
Executive Officers, and all Directors and Executive Officers of the Company as a
group based on the number of shares of common stock issued and outstanding as of
December 15, 2005. For purposes of the Memorandum, beneficial ownership is
defined in accordance with the Rules of the Securities and Exchange Commission
and generally means the power to vote and/or dispose of the securities
regardless of any economic interest.

Series F
Series A Series D Convertible
Common Stock Preferred Stock Preferred Stock Preferred Stock
Beneficially Beneficially Beneficially Beneficially
Owned(1) Owned(1) Owned(1) Owned(1)
SHARES % SHARES % SHARES % SHARES %
------ ---- ------ ---- ------ ---- ------ -----
David A. Conway (2) (3) 25,110,782 13.8% -- -- -- -- -- --
Water Chef, Inc.
1007 Glen Cove Ave., Suite 1
Glen Head, NY 11545

Marshall S. Sterman 650,000 * -- -- -- -- -- --
46 Neptune Street
Beverly, MA 01915

John J. Clarke 1,098,359 * -- -- -- -- -- --
116B S. River Rd
Bedford, NH 03110

Jerome Asher & Anne Asher -- -- 5,000 9.5% -- -- -- --
JTWROS
2701 N Ocean Blvd Apt E-202
Boca Raton, FL 33431

Robert D. Asher -- -- 5,000 9.5% -- -- -- --
72 Old Farm Road
Concord, MA 01742

John A. Borger -- -- -- -- 10,000 10.8% -- --
806 E Avenida Pico
Suite I PMB #262
San Clemente, CA 92673

C Trade Inc -- -- -- -- -- -- 9,375 10.4%
25-40 Shore Blvd., Ste. 6C
Astoria, NY 11102

Robert Kaszovitz -- -- -- -- -- -- 10,000 11.1%
1621 51st Street
Brooklyn, NY 11204

Series F
Series A Series D Convertible
Common Stock Preferred Stock Preferred Stock Preferred Stock
Beneficially Beneficially Beneficially Beneficially
Owned(1) Owned(1) Owned(1) Owned(1)
SHARES % SHARES % SHARES % SHARES %
------ ---- ------ ---- ------ ---- ------ -----
Kollel Metzioynim Lhoroah -- -- -- -- -- -- 5,000 5.6%
254 Wallabout St., Apt. 2A
Brooklyn, NY 11206

Olshan Grundman Frome -- -- -- -- -- -- 5,000 5.6%
Rosenzweig & Wolosky LLP
65 East 55th Street
New York, NY 10022

Eugene D. Trott -- -- -- -- -- -- 41,668 46.3%
459 12th St, Apt. 3B
Brooklyn, NY 11215

Shirley M. Wan -- -- -- -- 6,000 6.5% -- --
5455 Chelsen Wood Dr.
Lawrence, NY 11559

All executive officers and 26,859,141 14.8% -- -- -- -- -- --
directors as a Group (2)

* less than 1%

1. A person is deemed to be the beneficial owner of voting securities
that can be acquired by such person within 60 days after the record
date upon the exercise of options and warrants and the conversion of
convertible securities. Each beneficial owner's percentage of
ownership is determined by assuming that all options, warrants or
convertible securities held by such person (but not those held by any
other person) that are currently exercisable or convertible (i.e.,
that are exercisable or convertible within 60 days after the record
date) have been exercised or converted.

2. Includes 10,495,067 shares held in an IRA Trust.

3. In March 2002, Mr. Conway voluntarily surrendered the anti-dilution
agreement that insured 32.6% ownership of the voting shares to Mr.
Conway and his affiliates.

PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to Proposal No. 1, the nominees listed below have been nominated
to serve as directors until the 2006 Annual Meeting of Stockholders (subject to
their respective earlier removal, death or resignation) and until their
successors are elected and qualified. Unless such authority is withheld, proxies
will be voted for the election of the persons named below, who are all now
serving as directors and each of whom has been designated as a nominee. If, for
any reason not presently known, any person is not available to serve as
director, another person who may be nominated will be voted for in the
discretion of the proxies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES

NOMINEE INFORMATION

DAVID A. CONWAY

Mr. Conway was elected to the Board of Directors in 1997 and joined the Company
as President and Chief Executive Officer in 1998. Previously, he held the
positions of President and COO of a privately held public relations and
marketing company; Director and VP Administration of KDI Corporation (NYSE); VP
Administration Keene Corporation (NYSE) and earlier positions with CBS and
Goldman Sachs & Co. Mr. Conway, who served as an infantry officer in the US
Army, holds undergraduate and graduate degrees from Fordham University and is
listed in Who's Who in America.

JOHN J. CLARKE

John J. Clarke rejoined the Company's Board of Directors in March 2004. Mr.
Clarke had previously served as a member of the Company's Board of Directors
from July 1997 to February 2000 when he resigned from the Board due to his heavy
workload. Mr. Clarke is a Principal and co-founder of the Baldwin and Clarke
Companies, a diversified financial services organization, where he has been
employed since 1976, and is a founding director of two New Hampshire commercial
banks. Mr. Clarke currently serves as a Director of Centrix Bank.

MARSHALL S. STERMAN

Mr. Sherman was elected to the Board of Directors in 2000. Mr. Sterman is
President of the Mayflower Group, a Massachusetts based merchant bank, where he
has been employed since 1986. He previously served as managing partner of
Cheverie and Company and MS Sterman & Associates, merchant banking firms and
principal of Sterman & Gowell Securities, an investment banking and securities
firm. Mr. Sterman served as an officer in the US Navy and holds his BA from
Brandeis University and his MBA from Harvard University.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

As of December 15, 2005, the Company's Directors, Executive Officers and
Scientific Advisory Board Members are:

NAME AGE POSITION(S) WITH THE COMPANY
David A. Conway 63 Director, Chairman, President, Chief
Executive Officer and Chief
Financial Officer
John J. Clarke ++ 63 Director

Ronald W. Hart + 62 Chairman, Scientific Advisory Board
Mohamed M. Salem + 54 Scientific Advisory Board
Marshall S. Sterman++ 74 Director
Richard Wilson + 79 Scientific Advisory Board
Mostafa K. Tolba + 83 Scientific Advisory Board
Lord John Gilbert + 80 Scientific Advisory Board

+ Members of the Scientific Advisory Board will receive an honorarium, in the
form of cash or common stock, for their service at the discretion of the
Board of Directors.

++ Member of Audit Committee and Compensation Committee.

RONALD W. HART (Ph.D.)

Dr. Hart agreed to form the Board of Scientific Advisors in 2000 and became
Chairman at that time. Dr. Hart is an internationally recognized scientist and
scholar who was Director of the National Center for Toxicological Research and
was named "Distinguished Scientist in Residence" by the US Food and Drug
Administration in 1992. Recognized for his pioneering work on aging and his
studies on nutrition and health, Dr. Hart has been appointed visiting professor
at a number of universities, including Cairo University, Seoul National
University and Gangzhou University. He received his doctorate in physiology and
biophysics from the University of Illinois.

MOHAMED M. SALEM (M.D./Ph.D.)

Dr. Salem was appointed to the Scientific Advisory Board in early 2001. Dr.
Salem is Professor of Occupational and Environmental Medicine at the Kasr
El-Aini School of Cairo University. An internationally recognized expert on the
health effects of environmental and water contaminants including pesticides,
lead and other metals, Dr. Salem is credited with establishing infectious
disease control programs at medical centers and other public entities throughout
the Middle East. Dr. Salem is a principal of Salem Industries, an import and
export company, which is one of the leading suppliers of chemicals and oil field
equipment in the Middle East. Dr. Salem holds both an M.D. and Ph.D. from Cairo
University.

RICHARD WILSON (Ph.D.)

Dr. Wilson was appointed to the Scientific Advisory Board in February 2001. Dr.
Wilson is the Mallinckrodt Research Professor of Physics at Harvard University.
Dr. Wilson is one of the foremost scientific authorities in the fields of water
quality remediation and purification, and is currently Professor of the Energy
Research Group at the University of California. Dr. Wilson is a member of the
Advisory Board of the Atlantic Legal Foundation, and is one of the principal
scientists studying the resolution of the water problems in Chernobyl and in
Bangladesh where toxic levels of arsenic contaminate the water supply. Dr.
Wilson holds his Ph.D. from Oxford University.

MOSTAFA K. TOLBA (Ph.D.)

Dr. Tolba joined the Scientific Advisory Board in June 2001. Dr. Tolba served as
Under-Secretary-General of the United Nations, and Executive Director of the
United Nations Environmental Program from 1976 to 1992. Dr. Tolba is currently
President of the International Center for Environment and Development
headquartered in Geneva, Switzerland, and Emeritus Professor of Science at the
Kasr El-Aini School of Medicine at Cairo University. He received his Ph.D. in
Macrobiology from Imperial College, London, England.

LORD JOHN GILBERT (Ph.D.)

Lord John Gilbert joined the Scientific Advisory Board in 2001. Lord Gilbert
served as Minister of State for Transportation, Minister of State for Finance,
and as Minister of State for Defense in the United Kingdom under three Prime
Ministers. Lord Gilbert is Secretary/Treasurer of the Tri-Lateral Commission and
a member of the House of Lords. He was educated at Marchant Taylors' School and
St. John's College, Oxford, and holds a Ph.D. in International Economics and
Statistics from New York University.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Beginning on January 1, 2002, Mr. Sterman was compensated at the rate
of $6,000 per month for consulting services performed for the Company. The
Company may pay for these services in cash or stock, and may terminate these
services at its option.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met on eight occasions during the fiscal year ended
December 31, 2004. Each of the directors attended at least 75% of the meetings
held by the Board of Directors. There are two committees of the Board of
Directors: the audit committee and the compensation committee.

AUDIT COMMITTEE

The Company has a separately-designated standing audit committee as defined
in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Board of Directors has not adopted a written charter for
the audit committee. The members of the audit committee are Marshall S. Sterman
(chairman of the committee) and John J. Clarke. Although the Company is not
currently listed on any exchange, each of Messrs. Sterman and Clarke is
independent from the Company, as independence is defined in Rule 4200(a)(15) of
the listing standards of the National Association of Securities Dealers. The
primary purpose of the audit committee is to assist the Board of Directors in
fulfilling its responsibility to oversee the Company's financial reporting
activities. The audit committee is responsible for reviewing with both the
Company's independent certified public accountants and management, the Company's
accounting and reporting principles, policies and practices, as well as the
Company's accounting, financial and operating controls and staff. The audit
committee has reviewed and discussed the audited financial statements of the
Company with management, has discussed with the independent auditors the matters
required to be discussed by SAS 61, as may be modified or supplemented.
Additionally, the audit committee has received the written disclosures and the
letter from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with audit committees), as may be modified or supplemented, and has
discussed with the independent accountant the independent accountant's
independence. Based upon such review and discussion, the audit committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the last fiscal year
for filing with the SEC.

The audit committee met on four occasions during the fiscal year ended
December 31, 2004. Each of the members of the audit committee attended each of
the meetings held by the audit committee.

Marshall S. Sterman, Chairman
John J. Clarke

COMPENSATION COMMITTEE

The compensation committee, which is comprised of Marshall S. Sterman
(chairman of the committee), and John J. Clarke, is responsible for establishing
and reviewing the appropriate compensation of directors and officers of the
Company.

NOMINATIONS COMMITTEE

The Company does not have a nominations committee. The Board of Directors,
as a whole, identifies and screens candidates for membership on the Company's
Board of Directors.

The Board of Directors considers recommendations for director nominees from
a wide variety of sources, including members of the Company's Board of
Directors, business contacts, community leaders, third-party advisory services

and members of management. The Board of Directors also considers stockholder
recommendations for director nominees that are properly received in accordance
with applicable rules and regulations of the SEC.

The board believes that all of its directors should have the highest
personal integrity and have a record of exceptional ability and judgment. The
board also believes that its directors should ideally reflect a mix of
experience and other qualifications. There is no firm requirement of minimum
qualifications or skills that candidates must possess. The Board of Directors
evaluates director candidates based on a number of qualifications, including
their independence, judgment, leadership ability, expertise in the industry,
experience developing and analyzing business strategies, financial literacy,
risk management skills, and, for incumbent directors, his or her past
performance. In making its recommendations, the corporate governance and
nominations committee seeks out outstanding talent among minority groups and
women.

Stockholders wishing to nominate a candidate for director at the annual
stockholders meeting must give written notice to Water Chef, Inc., Water Chef,
Inc., 1007 Glen Cove Avenue, Suite 1, Glen Head, NY 11545, Attention: Investor
Relations either by personal delivery or by United States mail, postage prepaid.
The stockholder's notice must be received by the Company not later than the
close of business on the 120th calendar day prior to the date on which notice of
the prior year's annual meeting was first mailed to stockholders. The
stockholder's written notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act, including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; and (b) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination is made
(i) the name and address of such stockholder, as they appear on the Company's
books, and of such beneficial owner, (ii) the class and number of shares of the
Company which are owned beneficially and of record by such stockholder and such
beneficial owner and (iii) a representation that the stockholder is a holder of
record of shares of the Company and intends to appear in person or by proxy at
the meeting to propose such business.

The Board of Directors initially evaluates a prospective nominee on the
basis of his or her resume and other background information that has been made
available to the committee. A member of the Board of Directors will contact for
further review those candidates who the committee believes are qualified, who
may fulfill a specific board need and who would otherwise best make a
contribution to the board. If, after further discussions with the candidate, and
other further review and consideration as necessary, the director believes that
he has identified a qualified candidate, he will make a recommendation to the
Board of Directors.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL LONG-TERM
POSITION ANNUAL COMPENSATION COMPENSATION
-------- ------------------------------------------------- ------------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) SARS COMPENSATION
YEAR ($) ($) ($) ($) (#) ($)
------ ------ ----- ------------ ---------- ---------- ------------
David A. Conway
President/CEO 2004 $303,750 -- -- -- 5,000,000 --
2003 $165,000 -- -- -- -- --
2002 $165,000 -- -- -- -- --

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding common stock appreciation
rights made to the named executive officers and directors during fiscal 2004:

NUMBER OF SECURITIES
UNDERLYING SARS PERCENT OF TOTAL SARS EXERCISE OR BASE
GRANTED GRANTED TO EMPLOYEES PRICE
NAME (#) IN FISCAL YEAR ($/SH) EXPIRATION DATE
--------------------- ------- -------------------- ---------------- ----------------
David A. Conway 5,000,000(1) 83% $0.25 January 31, 2009
Marshall S. Sterman 1,000,000(2) 17% $0.25 January 31, 2006

----------
(1) These SARs were originally granted as stock options on January 1, 2004
and were converted to stock appreciation rights in November 2004.
These SARs vest 20% on each anniversary of such grant.

(2) These SARs were originally granted as stock options on January 1, 2004
and were converted to stock appreciation rights in November 2004.
These SARs vest 50% on each anniversary of such grant.

The Company has no Long-Term Incentive Plans at this time.

DIRECTORS' COMPENSATION

Directors of the Company do not receive cash compensation for serving
as members. They are reimbursed for their out of pocket expenses related to
meetings and other Company related activity for which they are called upon. In
the past certain directors have received common stock for service to the
Company.

The Company's directors have been paid success fees for helping the
Company in various equity and debt financings in previous years. These payments
have been both in cash and common stock, such payments being made based on
industry-wide standards and arms-length transactions.

EMPLOYMENT AGREEMENTS

Mr. Conway entered into a five-year employment agreement in January
2004. The agreement provides for base salary of $350,000 per year, participation
in the company's employee benefit programs and a life insurance policy in the
amount of $5,000,000. In addition Mr. Conway was granted a stock appreciation
right, vesting at 20% per year for five years, for 5,000,000 shares of Water
Chef common stock at a strike price of $0.25 per share. Mr. Conway was
originally granted stock options in January 2004, that were later converted to
stock appreciation rights in November 2004.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires executive officers and
directors, and persons who beneficially own more than ten percent of the
Company's common stock, to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers, directors and greater
than ten percent beneficial owners are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based upon a
review of the copies of such forms furnished to the Company and written
representations from the Company's executive officers and directors, the Company
believe that during the year ended December 31, 2004 there were no delinquent
filers.

CODE OF ETHICS

The Company adopted a code of ethics that was filed as an exhibit to the
Company's quarterly report on Form 10-QSB for the period ended September 30,
2005 and will provide a copy in print without charge to any stockholder who
submits a request in writing to Water Chef, Inc., 1007 Glen Cove Avenue, Suite
1, Glen Head, NY 11545, Attention: Investor Relations. The code of ethics
applies to each director and officer, including the Chief Financial Officer and
Chief Executive Officer, and all of other employees of the Company. The code of
ethics provides that any waiver of the code of ethics may be made only by the
Company's Board of Directors.

PROCEDURES FOR CONTACTING DIRECTORS

The Board of Directors has established a process for stockholders to send
communications to the Board of Directors. Stockholders may communicate with the
board generally or a specific director at any time by writing to: Water Chef,
Inc., 1007 Glen Cove Avenue, Suite 1, Glen Head, NY 11545, Attention: Investor
Relations. The Company reviews all messages received, and forwards any message
that reasonably appears to be a communication from a stockholder about a matter
of stockholder interest that is intended for communication to the Board of
Directors. Communications are sent as soon as practicable to the director to
whom they are addressed, or if addressed to the Board of Directors generally, to
the chairman of the Board of Directors. Because other appropriate avenues of
communication exist for matters that are not of stockholder interest, such as
general business complaints or employee grievances, communications that do not
relate to matters of stockholder interest are not forwarded to the Board of
Directors.

PROPOSAL NO. 2 - APPROVING THE AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION

The stockholders are being asked to approve this proposed amendment. The
shares of the Company's common stock, including the additional shares proposed
for authorization, do not have preemptive or similar rights. If approved by the
stockholders, Article 4 of the Company's Restated Certificate of Incorporation
would be amended to provide as follows:

4: The total authorized capital stock of the Corporation shall be three
hundred and fifty million (350,000,000) shares, each with a par value
of $0.001 per share, as follows:

1. COMMON STOCK: The Corporation is authorized to issue up to three
hundred and forty million (340,000,000) shares of Common Stock.

2. PREFERRED STOCK: The Corporation is further authorized to issue
up to ten million (10,000,000) shares of preference stock to be
known as "Preferred Stock." Authority is hereby expressly vested
in the Board of Directors of the Corporation to divide said
Preferred Stock into series and fix and determine the voting
powers, designations, preferences and relative participating,
optional or special rights and qualifications, limitations or
restrictions of the shares of each series so established, as
provided by Section 151 of the Delaware General Corporation Law.

DESCRIPTION OF THE CAPITAL STOCK

GENERAL

Our authorized capital stock consists of 190,000,000 shares of common stock
and 10,000,000 shares of preferred stock, of which 400,000 shares have been
designated Series A Preferred Stock, $.001 par value per share, 400,000 shares
have been designated Series C convertible preferred stock, $.001 par value per
share, 400,000 shares have been designated Series D Preferred Stock, $.001 par
value per share, and 1,000,000 shares have been designated Series F convertible
preferred stock, $.001 par value per share.

Except as to certain matters discussed below or as proscribed by applicable
law, the holders of shares of all classes of the capital stock of the Company
vote together as a single class. The holders of our capital stock do not have
cumulative voting rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose, and, in that event, the holders of
the remaining shares will not be able to elect any of our directors.

The following description of our capital stock is based upon our restated
certificate of incorporation, amended and restated bylaws and applicable
provisions of law. We have summarized portions of our restated certificate of
incorporation and amended and restated bylaws below. The summary is not
complete. You should read our certificate of incorporation and amended and
restated bylaws for the provisions that are important to you.

DESCRIPTION OF THE COMMON STOCK

As of December __, 2005 there were __________shares of common stock
outstanding which were held of record by approximately shareholders.

Prior to filing the Certificate of Amendment on March 22, 2002 increasing
our authorized capital stock to 200,000,000, we were authorized to issue up to
100,000,000 shares of capital stock, consisting of up to 90,000,000 shares of
common stock, par value $0.001 per share, and up to 10,000,000 shares of
preferred stock. There are presently _______ shares of common stock outstanding.
The Company is also obligated to issue 2,096,667 shares of common stock upon the
exercise of warrants, up to 5,603,400 shares of common stock upon the conversion
of other securities outstanding.

Voting

Each holder of common stock is entitled to one vote for each share on all
matters to be voted upon by the holders of common stock.

Rights and Preferences

The holders of common stock: (i) have equal ratable rights to dividends
from funds legally available if and when declared by our Board of Directors
after all accrued but unpaid dividends have been paid to the holders of the
outstanding capital stock ranking senior to the common stock as to dividends;
(ii) are entitled to share ratably in all of our assets available for
distribution to the holders of common stock upon liquidation, dissolution or
winding up of our affairs; and (iii) do not have preemptive, subscription or
conversion rights, and there are no redemption or sinking fund provisions or
rights.

Our common stock is admitted for trading on the OTCBB under the symbol
"WTER.OB".

The transfer agent and registrar for our common stock is Computershare
Investor Services.

PRINCIPAL REASONS FOR INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Company does not have sufficient liquidity to finance its operations
and has used its common stock to pay for goods, services and to repay past
debts. The Board of Directors of the Company believes that it is advisable and
in the best interests of the Company to have additional authorized but unissued
shares of common stock available in an amount adequate to provide for the future
needs of the Company. The increase in authorized common stock will not have any
immediate effect on the rights of existing stockholders. However, the additional
shares will be available for issuance from time to time for a stock split or
dividend, paying for goods and services, repaying past debts, raising capital
through the sale of common stock and/or attracting and retaining valuable
employees by issuing additional stock options.

Other than common stock the Company is required to issue in connection with
the exchange, conversion or exercise of the Company's outstanding options,
warrants and other convertible securities as described above, the Company has no
commitments, undertakings or agreements for the issuance or use of the proposed

additional shares of capital stock. However, to the extent possible, the Company
intends to issue its common stock to fund its operations and continue as a going
concern. The Board of Directors believes that if an increase in the authorized
number of shares of capital stock were to be postponed until specific needs for
such shares arose, the delay and expense incident to obtaining the approval of
the Company's stockholders at that time could significantly impair the Company's
ability to meet financing requirements or other objectives.

The issuance of the additional shares of capital stock could have the
effect of diluting earnings per share and book value per share, which could
adversely affect the Company's existing stockholders. Issuing additional shares
of capital stock may also have the effect of delaying or preventing a change of
control of the Company. The Company's authorized but unissued capital stock
could be issued in one or more transactions that would make more difficult or
costly, and less likely, a takeover of the Company. The ratification of the
Certificate of Amendment to the Company's Restated Certificate of Incorporation
is not being recommended in response to any specific effort of which the Company
is aware to obtain control of the Company, and the Board of Directors has no
current intention to use the additional shares of capital stock in order to
impede a takeover attempt.

VOTE REQUIRED

The affirmative vote of the holders of a majority of our outstanding
capital stock is required to amend our Restated Certificate of Incorporation.
Withholding your vote or abstaining from voting will therefore be counted as a
negative vote.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected Marcum & Kliegman LLP ("Marcum &
Kliegman") as the Company's independent auditors for the fiscal year ending
December 31, 2005.

The audit committee reviews and approves the audit and non-audit services
to be provided by the Company's independent auditors during the year, considers
the effect that performing those services might have on audit independence and
approves management's engagement of the Company's independent auditors to
perform those services. The audit committee reserves the right to appoint a
different independent auditors at any time during the year if the Board of
Directors and the audit committee believe that a change is in the best interest
of the Company and its stockholders.

Marcum & Kliegman was originally engaged as the Company's independent
auditors on April 25, 2003. Marcum & Kliegman has audited the Company's
financial statements for the fiscal years ended December 31, 2002 through
December 31, 2004. A representative of Marcum & Kliegman will be present at the
Annual Meeting, will have an opportunity to make a statement if he or she
desires to do so, and will be available to respond to questions.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Effective April 25, 2003, Water Chef dismissed Grassi & Co. CPAs P.C.
("Grassi") as the Company's independent accountants, which action was approved
by the Audit Committee of the Company's Board of Directors on April 25, 2003.

Feldman, Sherb & Co., P.C., a professional corporation of certified public
accountants ("Feldman") was the independent accounting firm for Water Chef for
the year ended December 31, 2001 and through the period April 17, 2002. Feldman
was merged into Grassi on April 17, 2002 with Grassi as the successor firm.

Except as described in the following sentence, the reports of Feldman
and/or Grassi on the financial statements of Water Chef for either of the two
fiscal years prior to the dismissal of Grassi did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The report of Feldman, prior
to their merger into Grassi, on the financial statements of Water Chef for the
fiscal year ended December 31, 2001 does, however, contain an expression of
substantial doubt regarding Water Chef's ability to continue as a going concern.

In addition, during Water Chef's two fiscal years and the interim period
prior to the dismissal of Grassi, there was no disagreement with Feldman and/or
Grassi on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

On April 25, 2003, Marcum & Kliegman was engaged as the Company's new
independent accountants, commencing with the audit for the year ending December
31, 2002. During the two most recent fiscal years and the interim period
preceding the engagement of Marcum & Kliegman, Water Chef has not consulted with
Marcum & Kliegman regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed or the type of audit
opinion that might be rendered on Water Chef's financial statements, and either
a written report or oral advice was provided to the Company by Marcum & Kliegman
that Marcum & Kliegman has concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing, or financial
reporting issue; or (ii) any matter that was either the subject of a
"disagreement" or event identified in response to paragraph (a)(1)(iv) of Item
304, as those terms are used in Item 304(a)(1)(iv) of Regulations S-B and S-K
and the related instructions to Item 304 of Regulations S-B and S-K.

For the year ended December 31, 2004 and 2003, the Company incurred fees
for the audit and audit related fees as follows:

2004 2003
----------- -----------
Audit fees $ 35,000 $ 52,675
Audit-related fees 37,500 22,500
Tax fees - -
All other fees 10,000 -
----------- -----------

$ 82,500 $ 85,175
=========== ===========

Audit Fees: Consists of fees for professional services rendered by our
principal accountants for the contemporaneous audit of the Company's annual
financial statements and the review of quarterly financial statements or
services that are normally provided by our principal accountants in connection
with statutory and regulatory filings or engagements.

Audit-Related Fees: Consists of fees for assurance and related services by
our principal accountants that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported under
the caption "Audit Fees" above.

Tax Fees: Consists of fees for professional services rendered by our
principal accountants for tax advice.

All Other Fees: Consists of fees for products and services provided by our
principal accountants, other than the services reported under "Audit Fees,"
"Audit-Related Fees" and "Tax Fees" above.

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services
performed by the Company's independent accountants must now be approved in
advance by the Audit Committee to assure that such services do not impair the
accountants' independence from the Company. Accordingly, the Audit Committee has
adopted an Audit and Non-Audit Services Pre-Approval Policy (the "Policy") which
sets forth the procedures and the conditions pursuant to which services to be
performed by the independent accountants are to be pre-approved. Pursuant to the

Policy, certain services described in detail in the Policy may be pre-approved
on an annual basis together with pre-approved maximum fee levels for such
services. The services eligible for annual pre-approval consist of services that
would be included under the categories of Audit Fees, Audit-Related Fees and Tax
Fees in the above table as well as services for limited review of actuarial
reports and calculations. If not pre-approved on an annual basis, proposed
services must otherwise be separately approved prior to being performed by the
independent accountants. In addition, any services that receive annual
pre-approval but exceed the pre-approved maximum fee level also will require
separate approval by the Audit Committee prior to being performed. The Audit
Committee may delegate authority to pre-approve audit and non-audit services to
any member of the Audit Committee, but may not delegate such authority to
management.

OTHER MATTERS

The Board of Directors does not know of any matter, other than Proposals
No. 1 and No. 2 described above that may be presented for action at the annual
meeting. If any other matter or proposal should be presented and should properly
come before the meeting for action, the persons named in the accompanying proxy
will vote upon such matter or proposal in accordance with their best judgment.

ANNUAL AND QUARTERLY REPORT

This Proxy incorporates by reference the Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004 which contains certified financial
statements of the Company for the year then ended. This Proxy incorporates by
reference the Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in such report.

ANNEX A

Text of Article 4 of the Water Chef, Inc. Restated Certificate of
Incorporation, as amended to authorize additional common stock:

4: The total authorized capital stock of the Corporation shall be three
hundred and fifty million (350,000,000) shares, each with a par value
of $0.001 per share, as follows:

1. COMMON STOCK: The Corporation is authorized to issue up to three
hundred and forty million (340,000,000) shares of Common Stock.

Appendix A

DATED ______ __, 2006

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF

WATER CHEF, INC.

Proxy - Annual Meeting of Stockholders

_________ __, 2006

The undersigned, a holder of common stock or preferred stock of Water Chef,
Inc., a Delaware corporation (the "Company"), does hereby appoint David A.
Conway and Marshall S. Sterman, and each of them, the true and lawful attorneys
and proxies with full power of substitution, for and in the name, place and
stead of the undersigned, to vote all of the shares of common stock or preferred
stock of the Company that the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of the Company to be
held at ____a.m., local time, _____ __, 2006 at ________, ________, _______,
________, or at any adjournment or adjournments thereof.

The undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated _______ __, 2006, and a copy of the Company's Annual
Report for the year ended December 31, 2004.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS GIVEN HEREIN.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WHEN EXECUTED AND RETURNED TO THE COMPANY
WILL BE VOTED TO FOR THE TWO PROPOSALS.

-CONTINUED-

TO BE COMPLETED, SIGNED AND DATED ON THE REVERSE SIDE

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL 1

1. To elect the following individuals as directors to the Board of Directors
of the Company:

David A. Conway [ ] FOR [ ] WITHHOLD
John J. Clarke [ ] FOR [ ] WITHHOLD
Marshall S. Sterman [ ] FOR [ ] WITHHOLD

2. To amend the Company's Certificate of Incorporation to increase the
authorized capital stock of Water Chef, Inc. from 200,000,000 shares to
350,000,000 shares, consisting of 340,000,000 shares of common stock
and 10,000,000 shares of preferred stock.

FOR [_] AGAINST [_] ABSTAIN [_]

NOTE: Your signature should appear the same as your name appears hereon. If
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which you are signing. When signing as joint tenants,
all parties in the joint tenancy must sign. When a proxy is given by a
corporation, it should be signed by an authorized officer.

Signature:_______________________ Date: __________________, 2006

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: _______________

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