SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2003

                 [_] Transition Report Pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934

           For the transition period from __________ to _____________.

                         COMMISSION FILE NUMBER 0-14266

                         UNIVERSAL DETECTION TECHNOLOGY
                  (F/K/A POLLUTION RESEARCH AND CONTROL CORP.)


        (Exact Name of Small Business Issuer as Specified in its Charter)



          CALIFORNIA                                          95-2746949
-------------------------------                          -------------------
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)


                       9300 WILSHIRE BOULEVARD, SUITE 308
                         BEVERLY HILLS, CALIFORNIA 90212
                    (Address of Principal Executive Offices)

                                 (310) 248-3655
                (Issuer's Telephone Number, Including Area Code)

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 past 90 days.

Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, no par value,
29,315,428 shares issued and outstanding as of November 12, 2003.

Transitional Small Business Disclosure Format (check one): Yes[ ] No [X]



<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)


                                      INDEX

                                                                            PAGE

PART I  FINANCIAL INFORMATION...............................................3

Item 1. Financial Statements................................................3

        Consolidated Balance Sheet as of September 30, 2003 (unaudited).....3

        Consolidated Statements of Operations for the
          three months ended September 30, 2003 and 2002 (unaudited)........4

        Consolidated Statements of Operations for the
           nine months ended September 30, 2003 and 2002 (unaudited)........5

        Consolidated Statement of Changes in Stockholders' (Deficit)
           Equity for the nine months ended September 30, 2003 (unaudited)..6

        Consolidated Statements of Cash Flows for the
           nine months ended September 30, 2003 and 2002 (unaudited)........7

        Notes to Consolidated Financial Statements (unaudited)..............8

Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations.......................................12

Item 3. Controls and Procedures............................................22

PART II OTHER INFORMATION..................................................23

Item 1. Legal Proceedings..................................................23

Item 3. Defaults Upon Senior Securities....................................23

Item 4. Submission of Matters to a Vote of Security Holders................23

Item 6. Exhibits and Reports on Form 8-K...................................24



                                       2

<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                       ASSETS

CURRENT ASSETS:
<S>                                                                     <C>
   Cash and cash equivalents                                            $      41,345
   Bridge note, related party                                                  20,000
   Inventories                                                                 20,000
   Prepaid expenses                                                         1,041,357
                                                                          --------------
      TOTAL CURRENT ASSETS                                              $   1,122,702
                                                                          ==============

                 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES:

   Accounts payable, trade                                              $     162,390
   Accrued liabilities                                                        749,197
   Notes payable and convertible debt                                       1,787,526
   Accrued interest expense                                                   451,821
                                                                          --------------

      TOTAL CURRENT LIABILITIES                                             3,150,934
                                                                          --------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIT) EQUITY:

   Preferred stock, no par value, 20,000,000 shares
     authorized, -0- issued and outstanding                                       ---
   Common stock, no par value, 480,000,000 shares
     authorized , 26,864,365 issued and outstanding                        13,917,317
   Additional paid-in-capital                                               2,926,186
   Accumulated (deficit)                                                  (18,871,735)
                                                                          --------------

      Total stockholders' (deficit) equity                                 (2,028,232)
                                                                          --------------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $   1,122,702
                                                                          ==============


          See accompanying notes to consolidated financial statements.

</TABLE>

                                       3
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       FOR THE
                                                           THREE MONTHS ENDED SEPTEMBER 30,
                                                           ---------------    --------------
                                                                2003              2002
                                                           ---------------    --------------
<S>                                                        <C>              <C>
REVENUES:                                                  $       ---        $       ---

COST OF GOODS SOLD                                                 ---                ---
                                                           ---------------    --------------
GROSS PROFIT                                                       ---                ---
                                                           ---------------    --------------
OPERATING EXPENSES:
     Selling, general and administrative                     1,584,022            162,852
     Research and development                                   30,000                ---
                                                           ---------------    --------------

     Total expenses                                          1,614,022            162,852
                                                           ---------------    --------------

(LOSS) FROM OPERATIONS                                      (1,614,022)          (162,852)

OTHER EXPENSE:
     Interest expense                                          (55,676)           (62,882)
     Amortization of loan fees                                 (41,500)               ---
                                                           ---------------    --------------
              Net other income (expense)                       (97,176)           (62,882)
                                                           ---------------    --------------

  NET (LOSS)                                              $ (1,711,198)       $  (225,734)
                                                           ===============    ==============

NET (LOSS) PER SHARE - BASIC AND DILUTED:                 $      (0.08)       $     (0.03)
                                                           ===============    ==============

Weighted average number of shares outstanding               21,058,963          8,603,046
                                                           ===============    ==============



          See accompanying notes to consolidated financial statements.

</TABLE>
                                       4
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       FOR THE
                                                           NINE MONTHS ENDED SEPTEMBER 30,
                                                           --------------- -- --------------
                                                                 2003              2002
                                                           ---------------    --------------
<S>                                                       <C>                 <C>
REVENUES:                                                  $       ---        $    30,000

COST OF GOODS SOLD                                                 ---              8,600
                                                           ---------------    --------------

GROSS PROFIT                                                       ---             21,400
                                                           ---------------    --------------
OPERATING EXPENSES:
     Selling, general and administrative                     2,263,408            541,327
     Research and development                                  199,000                ---
     Loss on write-down of inventory                               ---          1,914,342
                                                           ---------------    --------------

     Total expenses                                          2,462,408          2,455,669
                                                           ---------------    --------------

(LOSS) FROM OPERATIONS                                      (2,462,408)        (2,434,269)

OTHER EXPENSE:
     Interest income                                                48                ---
     Interest expense                                         (158,303)          (188,567)
     Interest expense, related party                              (651)               ---
     Beneficial conversion feature of convertible debt             ---           (113,000)
     Amortization of loan fees                                (100,000)               ---
                                                           ---------------    --------------
              Net other income (expense)                      (258,906)          (301,567)
                                                           ---------------    --------------

(LOSS) FROM CONTINUING OPERATIONS                           (2,721,314)        (2,735,836)
                                                           ---------------    --------------

DISCONTINUED OPERATIONS:
     (Loss) from operations of discontinued                        ---           (149,745)
       subsidiaries
     Gain on disposal of subsidiary                                ---          1,490,553
                                                           ---------------    --------------
       Total income from discontinued operations                   ---          1,340,808
                                                           ---------------    --------------

  NET LOSS                                                $ (2,721,314)       $(1,395,028)
                                                           ===============    ==============
  NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED:
     Continuing operations                                $      (0.17)       $     (0.37)
     Discontinued operations:
          Loss from operations                                     ---              (0.02)
          Gain on disposal                                         ---                .20
                                                           ---------------    --------------

                                                          $      (0.17)       $     (0.19)
                                                           ===============    ==============

Weighted average number of shares outstanding               16,445,533          7,374,633
                                                           ===============    ==============


          See accompanying notes to consolidated financial statements.

</TABLE>
                                       5
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                          Total
                                         Common Stock             Additional        Accumulated       Stockholders'
                                                                                                        (Deficit)
                                     Shares        Amount       Paid-in-Capital       Deficit             Equity
                                   -----------   -----------    ---------------    ---------------    ---------------
<S>                                <C>         <C>              <C>                <C>                <C>
Balance, December 31, 2002         10,873,392  $ 10,813,330     $    2,870,167     $ (16,150,421)     $  (2,466,924)

Common stock issued for services    3,057,000     1,121,280                ---               ---          1,121,280

Common stock issued for loan fees     175,000        45,000                ---               ---             45,000

Conversion of convertible debt
     and accrued interest             587,122        78,500                ---               ---             78,500

Stock issued in private
     placements net of offering
     costs of $277,714             11,611,663     1,797,189                ---               ---          1,797,189

Fair market value of repriced
     warrants                             ---           ---             56,019               ---             56,019

Exercise of warrants                  560,188        62,018                ---               ---             62,018

Net loss for the period                   ---           ---                ---         (2,721,314)       (2,721,314)
                                   -----------   -----------    ---------------    ---------------    ---------------

Balance, September 30, 2003        26,864,365  $ 13,917,317     $    2,926,186        (18,871,735)       (2,028,232)
                                   ===========   ===========    ===============    ===============    ===============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                            FOR THE
                                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                                      2003             2002
                                                               ---------------  ---------------
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
<S>                                                            <C>              <C>
Net loss from continuing operations                            $ (2,721,314)    $ (2,735,836)
Adjustments to reconcile net loss to net cash (used in)
   operations:
   Beneficial conversion feature of convertible debt                    ---          113,000
   Stock issued for services                                      1,121,280           43,250
   Stock issued for loan fees                                        45,000              ---
   Fair market value of repriced warrants                            56,019              ---
   Changes in operating assets and liabilities:
          Accounts receivable                                        30,000          (30,000)
          Inventories                                                   ---        1,914,342
          Prepaid expenses                                         (995,419)             ---
          Accounts payable and accrued expenses                     522,254          390,398
                                                               ---------------  ---------------

                    Net cash (used in) operating activities      (1,942,180)        (304,846)
                                                               ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:

                    Net cash used in investing activities               ---              ---
                                                               ---------------  ---------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

  Proceeds from issuance of common stock                          2,074,903         150,0000
  Payment of offering costs                                        (277,714)          (5,000)
  Proceeds from exercise of warrants                                 62,018              ---
  Proceeds on notes payable                                         230,000           57,526
  Bridge note to related party                                      (20,000)             ---
  Payments on notes payable                                         (95,000)             ---
                                                               ---------------  ---------------

                  Net cash provided by financing activities       1,974,207          202,526
                                                               ---------------  ---------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 32,027         (102,320)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        9,318          142,754
                                                               ---------------  ---------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                       $     41,345     $     40,434
                                                               ===============  ===============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

1.   BASIS OF PRESENTATION

On August 8, 2003, the stockholders approved the change of the name of Pollution
Research and Control Corp. to Universal Detection Technology.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in the United States
of America for interim financial information and with the instructions to Form
10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The accompanying unaudited
consolidated financial statements reflect all adjustments that, in the opinion
of management, are considered necessary for a fair presentation of the financial
position, results of operations, and cash flows for the periods presented. The
results of operations for such periods are not necessarily indicative of the
results expected for the full fiscal year or for any future period. The
accompanying financial statements should be read in conjunction with the audited
consolidated financial statements of Universal Detection Technology, formerly
Pollution Research and Control Corp., included in our Form 10-KSB for the fiscal
year ended December 31, 2002.

2.   STOCKHOLDERS' EQUITY

During the nine months ended September 30, 2003, the Company sold 11,611,663
shares of common stock for $2,074,903, $50,000 of which had been received prior
to December 31, 2002, and had been recorded as a liability. The Company paid
$97,202 in placement fees to another company in which its President and CEO has
an equity interest. The Company also paid a $180,512 placement fee to an
unrelated company. Certain investors received warrants to purchase 214,300
shares of common stock at prices ranging from $0.27 to $0.65 per share. In
addition, the Company issued 3,057,000 shares of its common stock for services
and 175,000 shares of its common stock for loan fees, valued at $1,121,280 and
$45,000, respectively, the fair market value of the common stock on the dates
issuable. Of the shares issued for services, 3,000,000 shares valued at
$1,110,000 were issued during the three months ended September 30, 2003.

On August 8, 2003, the stockholders approved an increase in the number of shares
of common stock authorized to 480,000,000 from 30,000,000.

                                       8
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003
                                   (CONTINUED)


2.   STOCKHOLDERS' EQUITY (CONTINUED)

Effective August 18, 2003, the board of directors of the Company granted an
option to the President and CEO to purchase 6,800,000 shares of the Company's
common stock at $0.33 per share, the closing price on the date of the grant. The
option expires in ten years. The fair value of the option is estimated at
$1,995,000 based on the Modified Black-Scholes European pricing model. The
average risk-free interest rate used was 4.49%, volatility was estimated at
93.5% and the expected life was ten years.

During the three months ended March 31, 2003, the Company agreed to reprice
warrants to purchase 300,000 shares of common stock related to outstanding debt
from $2.25 and $4.50 per share to $0.12 per share. The repriced warrants were
valued at $30,000, the fair market value using the Modified Black-Scholes
European pricing model. The average risk-free interest rate used was 1.19%,
volatility was estimated at 93% and the expected life was one day. The value of
the repriced warrants was expensed as loan fees. The warrants to purchase
300,000 shares of common stock were immediately exercised for proceeds of
$36,000.

During the three months ended June 30, 2003, the Company agreed to reprice
warrants to purchase 260,188 shares of common stock issued as incentive to
exercise warrants from $4.00 per share to $0.10 per share. The repriced warrants
were valued at $26,018, the fair market value using the Modified Black-Scholes
European pricing model. The average risk-free interest rate used was 1.12%,
volatility was estimated at 91% and the expected life was one day. The value of
the repriced warrants was expensed as stock based compensation. The warrants to
purchase 260,188 shares of common stock were exercised for proceeds of $26,018.

During August 2003, the Company entered into two agreements for strategic
business planning, financial advisory, investor relations and public relations
services. As compensation, the Company issued a total of 3,000,000 shares of its
common stock to the consultants, valued at $1,110,000, the fair market value of
the stock on the effective date of the agreements, which amount is being
amortized over the one-year term of the agreements.


                                       9
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003
                                   (CONTINUED)

3.   CONVERTIBLE DEBT

During the six months ended June 30, 2003, certain convertible debt holders
converted debt of $35,000 into 258,997 shares of the Company's common stock. In
addition, certain convertible debt holders converted $43,500 of accrued interest
on the convertible debt to 328,125 shares of the Company's common stock.

4.   BRIDGE NOTES

During April 2003, the Company borrowed $20,000 from a related party entity,
controlled by its Chairman and CEO. The note was due the earlier of July 10,
2003, or upon the Company raising additional funds of more than $100,000 and
bears interest at 5% per year. The note was repaid in September 2003.

During April 2003, the Company borrowed $75,000, due the earlier of May 10,
2003, or upon the Company raising additional funds in excess of $75,000. The
loan bears interest at 18% per year and has been extended by mutual consent. As
additional consideration, the Company paid the lender a closing fee of $5,000
and issued 75,000 shares of the Company's common stock to the lender, valued at
$16,500, the fair market value of the common stock on the date of funding of the
bridge note. The Company paid a $7,500 loan fee to another company in which its
President and CEO has an equity interest. The terms of the note specify that
this note must be paid before any other creditor.

During June 2003, the Company borrowed $50,000 from a related party entity in
which a company controlled by our President and CEO has an equity interest. The
note was due the earlier of July 10, 2003, or upon the Company raising
additional funds of more than $100,000. As of September 30, 2003, the note had
been repaid.

During July 2003, the Company borrowed from a company in which its President and
CEO has an equity interest, $25,000 under two separate agreements. The Company
paid loan fees of $2,500 and repaid the loans in July 2003.


                                       10
<PAGE>


                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                 (FORMERLY POLLUTION RESEARCH AND CONTROL CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003
                                   (CONTINUED)

4.   BRIDGE NOTES (CONTINUED)

During July 2003, the Company borrowed $60,000 under two separate agreements
with the same entity, each due the earlier of August 10, 2003 or upon the
Company raising additional funds in excess of $75,000. The loan bears interest
at 18% per year and has been extended by mutual consent. As additional
consideration, the Company paid the lender a closing fee of $2,000 and issued
100,000 shares of our common stock to the lender, valued at $28,500, the fair
market value of the stock on the dates of funding of the bridge notes. The
Company paid a $6,000 loan fee to a company in which our President and CEO has
an equity interest. The terms of the note specify that this note must be paid
before any other creditor.

5.   RELATED PARTY TRANSACTIONS

Effective June 1, 2003, the Company entered into an agreement with a company in
which its President and CEO has an equity interest. The agreement requires the
Company to pay $25,000 per month for investment banking and strategic advisory
services as well as a 10% fee for all debt and equity financing raised by the
Company. The Company paid the related party a total of $211,702 under the
agreement during the nine months ended September 30, 2003.

In September 2003, the Company loaned $20,000 to a related party entity in which
a company controlled by our President and CEO has an equity interest. The bridge
note is due upon the sooner of October 15, 2003, or upon the Company raising
additional funds of more than $50,000, and bears interest at the rate of 6%. The
note has been extended by mutual consent and must be repaid from financing
before any other creditor.

6.   SUBSEQUENT EVENTS

Subsequent to September 30, 2003, the Company issued 2,860,276 shares of common
stock for net proceeds of $304,904 less a $30,490 placement fee paid to a
related party entity in which the Company's President and CEO has an equity
interest.




                                       11
<PAGE>



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

The following discussion should be read in conjunction with our consolidated
financial statements provided under Part I, Item 1 of this quarterly report on
Form 10-QSB. Certain statements contained herein may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially, as discussed more
fully herein.

The forward-looking information set forth in this quarterly report on Form
10-QSB is as of November 18, 2003, and we undertake no duty to update this
information. If events occur subsequent to November 18, 2003, that make it
necessary to update the forward-looking information contained in this Form
10-QSB, the updated forward-looking information will be filed with the
Securities and Exchange Commission in a quarterly report on Form 10-QSB or a
current report on Form 8-K. More information about potential factors that could
affect our business and financial results is included in the section entitled
"Cautionary Statements and Risk Factors."

OVERVIEW AND RECENT DEVELOPMENTS

Historically, our core business had been the design, manufacture and marketing
of automated continuous monitoring instruments used to detect and measure
various types of air pollution, such as "acid rain," "ozone depletion" and "smog
episodes," primarily through our then wholly-owned subsidiary, Dasibi. We also
supplied computer-controlled calibration systems that verify the accuracy of our
instruments, data loggers to collect and manage pollutant information and our
final reporting software for remote centralized applications. We did not
recognize material revenues from these products. Beginning in the fourth quarter
of fiscal 2001, we began to shift our business focus and strategy to the
bio-terrorism detection device and medical diagnostic equipment markets.

On March 19, 2002, upon approval by our board of directors, we entered into a
binding letter of intent to sell all of the outstanding shares of Dasibi to an
individual. Effective March 25, 2002, we consummated the sale pursuant to the
terms and conditions of the binding letter of intent. The consideration we
received in exchange for the stock of Dasibi included, among other things,
cancellation of $1.5 million of indebtedness, a perpetual, nonexclusive license
to exploit all of Dasibi's intellectual property rights outside of mainland
China, and an assignment by Dasibi of its inventory to us.

Currently, we do not plan to pursue any business in the air pollution monitoring
market; however, we may determine to engage in that business at a later date.

In August 2002, we entered into a technology affiliates agreement with Jet
Propulsion Laboratory, commonly referred to as JPL, to develop technology for
our bio-terrorism detection equipment, which we will refer to as the "Technology
Agreement" throughout this report. The Technology Agreement provides that JPL
will develop its proprietary bacterial spore detection technology for
integration into our existing aerosol monitoring system. We anticipate to
complete this project during the first quarter of 2004. The cost of the
project to us was $249,000.

On September 30, 2003, we entered into a licensing agreement with the California
Institute of Technology, who we refer to throughout this report as Caltech,
whereby we obtained an exclusive, royalty-bearing license to make, have made,
import, use, sell and offer for sale specified licensed products developed under
the terms of the agreement as well as a nonexclusive, royalty-bearing license to
make, import, use, sell, offer for sale, reproduce, distribute, display,
perform, create derivative works of, and otherwise exploit the technology
developed under the terms of the agreement. The specified licensed products
include any product or device used to detect pathogens, spores, and biological
warfare agents developed under the terms of the agreement. Caltech reserves the
right to make, have made, import, use, sell, and offer for sale the licensed
products for noncommercial educational and research purposes, but not for
commercial purposes. Under this licensing agreement, we also have a right to
sublicense to third parties, but the sublicensees do not have a right to grant
further sublicenses.



                                       12
<PAGE>


BIO-TERRORISM DETECTION DEVICE MARKET

The attacks of September 11, 2001, and the subsequent spread of anthrax spores
have created a new sense of urgency in the public health systems across the
world, and especially in the United States. The United States government has
responded to this urgent need for preparedness against bio-terrorism by
approving federal legislation to spend over $3 billion in 2002 to prepare the
country against future bio-terrorist attacks. The objective is to accelerate
development of technologies that lead to cost effective and timely detection of
biological and chemical warfare agents as well as effective treatments.
Spending, as well as additional research and development support, has been
allocated to both the private and public sectors. We have retained an outside
consultant specialized in government grants, to consistently screen the
applicable grants for us. At this time, we have not received any portion of
these grants, and cannot assure you that we will receive any portion in the
future.


                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include the accounts of Universal
Detection Technology (f/k/a Pollution Research and Control Corp.) and our
wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.

REVENUE RECOGNITION

Revenue is recognized upon shipment of products. Title of goods is transferred
when the products are shipped from our facility. Income not earned is recorded
as deferred revenue.

INVENTORIES

Inventories are stated at the lower of cost (first-in first-out) basis or
market.

ADVERTISING EXPENSES

We expense advertising costs as incurred. During the nine-month periods ended
September 30, 2003 and 2002, we did not have significant advertising costs.

STOCK-BASED COMPENSATION

We account for stock based compensation in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." This standard requires us to adopt the "fair value" method with
respect to stock-based compensation of consultants and other non-employees. We
did not change our method of accounting with respect to employee stock options;
we continue to account for these under the "intrinsic value" method and to
furnish the pro-forma disclosures required by SFAS 123.

VALUATION OF THE COMPANY'S COMMON STOCK

Unless otherwise disclosed, all stock based transactions entered into by us have
been valued at the market value of our common stock on the date the transaction
was entered into or have been valued using the Black-Scholes Model to estimate
the fair market value.

EARNINGS PER SHARE

The Company computes earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128). Basic
earnings (loss) per common share is computed based upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
share consists of the weighted average number of common shares outstanding plus
the dilutive effects of options and warrants calculated using the treasury stock
method. In loss periods, dilutive common equivalent shares are excluded since
the effect would be anti-dilutive.


                                       13
<PAGE>


CASH EQUIVALENTS

For purposes of reporting cash flows, we consider all short term, interest
bearing deposits with original maturities of three months or less to be cash
equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, accounts payable, accrued
expenses, notes payable and convertible debt approximate fair value because of
the short maturity of these items.

IMPAIRMENT OF LONG-LIVED ASSETS

We evaluate our long-lived assets by measuring the carrying amounts of assets
against the estimated undiscounted future cash flows associated with them. At
the time the carrying value of such assets exceeds the fair value of such
assets, impairment is recognized. During the year ended December 31, 2002, the
Company recognized a $1,914,342 loss on the write-down of inventory.

RESEARCH AND SOFTWARE DEVELOPMENT COSTS

In 2002, we entered into a technology affiliates agreement with NASA's Jet
Propulsion Laboratory to develop technology for our planned bio-terrorism
detection equipment. These costs are charged to expense as incurred. Research
and development expense was $199,000 and $-0- during the nine months ended
September 30, 2003 and 2002, respectively.

INCOME TAXES

Deferred income taxes are recorded to reflect the tax consequences in future
years of temporary differences between the tax basis of the assets and
liabilities and their financial statement amounts at the end of each reporting
period. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is the tax
payable for the current period and the change during the period in deferred tax
assets and liabilities. The deferred tax assets and liabilities have been netted
to reflect the tax impact of temporary differences. At September 30, 2003, a
full valuation allowance has been established for the deferred tax asset as
management believes that it is more likely than not that a tax benefit will not
be realized.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

RECLASSIFICATION

Certain amounts reported in our financial statements for the nine months ended
September 30, 2002, have been reclassified to conform to the current year
presentation.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 150 ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY, which is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. The adoption of this standard is
not expected to have a material impact on the Company's financial statements.


                                       14
<PAGE>


In April 2003, the FASB issued SFAS No. 149, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, which is effective for contracts entered
into or modified after June 30, 2003 and for hedging relationships designated
after June 30, 2003. This instrument amends and clarifies financial accounting
and reporting for derivative instruments including certain instruments embedded
in other contracts and for hedging activities under SFAS NO. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The adoption of this standard did
not have a material impact on the Company's financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS No. 123." This
statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation from the
intrinsic value based method of accounting. In addition, this statement amends
the disclosure requirements of SFAS No. 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. Under the provisions of SFAS No. 148, companies that choose to adopt
the accounting provisions of SFAS No. 123 will be permitted to select from three
transition methods: Prospective method, Modified Prospective method and
Retroactive Restatement method. The transition and annual disclosure provisions
of SFAS No. 148 are effective for the fiscal years ending after December 15,
2002. We are currently evaluating SFAS No. 148 to determine if we will adopt
SFAS No. 123 to account for employee stock options using the fair value method.

In July 2002, the FASB issued SFAS No. 146, Accounting for Exit or Disposal
Activities ("SFAS No. 146"). SFAS 146 applies to costs associated with an exit
activity (including restructuring) or with a disposal of long-lived assets.
Those activities can include eliminating or reducing product lines, terminating
employees and contracts, and relocating plant facilities or personnel. SFAS 146
will require a company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 supersedes Emerging Issues Task Force Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring), and
requires liabilities associated with exit and disposal activities to be expensed
as incurred and can be measured at fair value. SFAS 146 is effective
prospectively for exit or disposal activities initiated after December 31, 2002,
with earlier adoption encouraged. We have reviewed SFAS 146 and our adoption did
not have a material effect on our consolidated financial statements.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 2002

The following discussion does not include the discontinued operations of Dasibi,
which are discussed later in this section.

REVENUES. Revenues were $-0- for the three months ended September 30, 2003 and
2002. Revenues were $-0- for the nine months ended September 30, 2003 compared
to $30,000 for the nine months ended September 30, 2002. This decrease during
the nine-month period was due to no sales during the nine months ended September
30, 2003, as compared to the sale of one Model 7001 during the nine months ended
September 30, 2002.

COST OF SALES. Cost of sales were $-0- for the three months ended September 30,
2003 and 2002. Cost of sales was $-0-during the nine months ended September 30,
2003 compared to $8,600 or 29% of sales for the nine months ended September 30,
2002.

GROSS MARGIN. Gross margin was 71% of net revenues for the nine months ended
September 30, 2002.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $1,421,170, or 873%, to $1,584,022 for the
three months ended September 30, 2003, from $162,852 for the three months ended
September 30, 2002 and increased $1,722,081 or 318% to $2,263,408 for the nine
months ended September 30, 2003 from $541,327 in the nine months ended September
30, 2002. The increase in selling,


                                       15
<PAGE>



general and administrative expense primarily is a result of increased marketing
expenses and consulting fees. Selling, general and administrative costs
consisted primarily of accounting fees, legal fees, bio-detection product
consulting and marketing expenses.

(LOSS) FROM CONTINUING OPERATIONS. Operating loss increased $1,451,170, or 891%,
to ($1,614,022) for the three months ended September 30, 2003, as compared to
($162,852) for the three months ended September 30, 2002. Operating loss
increased $28,139, or 1.2%, to ($2,462,408) for the nine months ended September
30, 2003, as compared to ($2,434,269) for the nine months ended September 30,
2002. The increase is primarily due to increased marketing expenses and
consulting fees compared to a loss on write-down of inventory recorded during
2002.

OPERATIONS OF DASIBI-DISCONTINUED OPERATIONS. We have reported the operations of
Dasibi as discontinued operations. We entered into a plan to spin-off Dasibi
effective October 1, 2001, but later determined that the spin-off was not in the
best interests of the shareholders. We sold Dasibi effective March 25, 2002.
Dasibi had assets of approximately $967,000 and liabilities of approximately
$2,072,000 as of December 31, 2001, and a loss from operations from October 1,
2001, to December 31, 2001, of approximately $813,770. Dasibi had a loss from
operations of approximately $150,000 during the three months ended March 31,
2002. We recognized a gain of approximately $1,491,000 on the sale of Dasibi.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by (used in) our operating activities during the nine months
ended September 30, 2003, was ($1,942,180), and during the nine months ended
September 30, 2002, was ($304,846). Net cash provided by (used in) our investing
activities was $-0- during the nine months ended September 30, 2003 and 2002.
Net cash provided by financing activities during the nine months ended September
30, 2003, was $1,974,207, and during the nine months ended September 30, 2002
was $202,526.

Our total cash and cash equivalent balance at September 30, 2003, was $41,345,
as compared to September 30, 2002, which was $40,434. Because of our limited
cash balances, we may not be able to continue operations at our current levels.
Our cash flow is dependent on development of products in a cost efficient manner
that are commercially accepted on a timely basis, acceptance of our technology,
the signing of contracts, collections, all of which are difficult to predict
with accuracy.

Historically, we have financed operations through private debt and the issuance
of common stock. Since our financial position has deteriorated, financial
institutions have been unwilling to lend to us and the cost of obtaining working
capital from investors has been expensive.

During the nine months ended September 30, 2003, and through the date of this
report, we have debt financing under various terms, as follows:

A. Three one-year loans from unaffiliated individuals evidenced by promissory
notes with an aggregate face amount of $300,000, maturing June 1, 2001, with
interest at the rates of 11% and 12% per annum. These loans were initially made
in 1999 and restructured in 2000. These notes were due in June 2001 and are
currently in default.

B. One subordinated convertible debenture with a face amount of $500,000, due
June 2002 and verbally extended to a date to be mutually agreed upon by the
parties, with interest at the rate of 12% per annum, convertible at a conversion
price of the lesser of $2.16 or 80% of the market price on the date of
conversion. As of the date of this report $200,000 had been converted to common
stock and the outstanding balance is $300,000.

C. One convertible debenture with a face amount of $500,000 and interest at a
rate of 12% per annum, originally due February 23, 2001, and convertible at a
conversion price of the lesser of $2.00 or 80% of the market price on the date
of conversion. During 2002 the maturity date of the debenture was extended to
February 23, 2004, in exchange for a reduction in the conversion price to 70% of
the market price on the date of conversion. As of the date of this report,
$320,000 had been converted to common stock and the outstanding balance is
$180,000.

D. One loan to Dasibi China, Inc., a wholly-owned subsidiary of ours, evidenced
by a promissory note with a face amount of $75,000, maturing on the extended due
date of June 30, 2002, and further verbally extended to a date to


                                       16
<PAGE>

be mutually agreed upon by the parties, with interest at the rate of 10% per
annum.

E. One loan from Delta Capital evidenced by a promissory note with a face amount
of $200,000, maturing on the extended due date of June 30, 2002, and further
verbally extended to a date to be mutually agreed upon by the parties, with
interest at the rate of 18% per annum.

F. Eight convertible debentures with a total face amount of $365,000, due July
17, 2002, and verbally extended to a date to be mutually agreed upon by the
parties, with interest at the rate of 9% per annum, convertible at a conversion
price of the lesser of $2.34 or 80% of the market price on the date of
conversion. As of the date of this report, the outstanding balance is $290,000.

G. During April 2002, we borrowed $22,526, due the earlier of June 29, 2002, or
upon us raising funds in excess of $30,000, bearing interest at 10% per annum.
The lender has verbally agreed to extend the terms of the note to a date to be
mutually agreed upon by the parties.

H. During June 2002, we borrowed $35,000, due the earlier of September 10, 2002,
or upon us raising funds in excess of $50,000, bearing interest at 10% per
annum. If the loan was not repaid within 30 days after the due date, the holder
was to receive 50,000 shares of our common stock. The note has not been repaid
and the lender has verbally agreed to extend the terms of the note to a date to
be mutually agreed upon by the parties. The 50,000 shares of our common stock
have not been issued.

I. Demand note for $250,000 with Ex-Im Bank authorized at Wall Street Journal
Prime +3% per annum, maturing on an extended due date of June 30, 2002, and
currently in default.

J. During April 2003, we borrowed $75,000, due the earlier of May 10, 2003, or
upon us raising additional funds in excess of $75,000. The loan bears interest
at 18% per year and has been extended by mutual consent. As additional
consideration, we paid the lender a closing fee of $5,000 and issued 75,000
shares of our common stock to the lender, valued at $16,500 the fair market
value of the stock on the date of funding of the bridge note. We paid a $7,500
loan fee to a company in which our President and Chief Executive Officer has an
equity interest. The terms of the note specify that this note must be paid
before any other creditor.

K. During April 2003, we borrowed $20,000 from a related party entity,
controlled by our Chairman and CEO. The note was due the earlier of July 10,
2003, or upon us raising additional funds of more than $100,000 and bears
interest at 5% per year. We repaid the loan in September 2003 and has an
outstanding balance of $-0-.


                                       17
<PAGE>



L. During June 2003, we borrowed $50,000 from a related party entity, in which a
company controlled by our Chairman and CEO has an equity interest. The note was
due the earlier of July 10, 2003 or upon us raising additional funds of more
than $100,000. As of September 30, 2003, the note had been repaid and the
outstanding balance was $-0-.

M. During July 2003, we borrowed $25,000 from a company in which our President
and CEO has an equity interest, under two separate agreements. We paid loan fees
of $2,500 to the same related party and repaid the loans approximately one week
later.

N. During July 2003, we borrowed $60,000 under two separate agreements with the
same entity, each due the earlier of August 10, 2003, or upon us raising
additional funds in excess of $75,000. The loan bears interest at 18% per year
and has been extended by mutual consent. As additional consideration, we paid
the lender a closing fee of $2,000 and issued 100,000 shares of our common stock
to the lender, valued at $28,500 the fair market value of the stock on the dates
of funding of the bridge notes. We paid a $6,000 loan fee to a company in which
our President and Chief Executive Officer has an equity interest. The terms of
the note specify that this note must be paid before any other creditor.

Our working capital deficit at September 30, 2003, was $2,028,232. We require
immediate financing to repay our indebtedness and continue operations. We
require at least $1.5 million in the next six to twelve months to complete the
re-engineering of our existing product, continue development of future products
and continue to execute our business plan, which includes increasing our
presence in the bio-terrorism detection and medical diagnostic equipment
markets. We actively continue to pursue additional equity or debt financings but
at the date hereof, do not have any funding commitments. Currently, our cash on
hand, together with cash generated by operations, cannot sufficiently fund
future operating losses and capital requirements. If we are unable to obtain
financing on terms acceptable to us, or at all, we will not be able to
accomplish any or all of our initiatives and will be forced to consider steps
that would protect our assets against our creditors.

RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2003, we sold 11,611,663 shares of
our common stock for $2,074,903, $50,000 of which had been received prior to
December 31, 2002, and had been recorded as a liability, less offering costs of
$277,714, including a $97,202 placement fee to a company in which our President
and CEO has an equity interest.

During June 2003, we entered into a consulting agreement with a company in which
our President and Chief Executive Officer has an equity interest. Pursuant to
the terms of the agreement, we pay that company $25,000 per month for investment
banking and strategic advisory services and pay a 10% placement fee for all debt
and equity financing.

Effective August 18, 2003, our board of directors granted an option to our
President and CEO to purchase 6,800,000 shares of our common stock at $0.33 per
share, the closing price on the date of the grant. The option expires in ten
years. The fair value of the option is estimated at $1,995,000 based on the
Modified Black-Scholes European pricing model

CAUTIONARY STATEMENTS AND RISK FACTORS

The risks and uncertainties described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial also may impair our business operations.
If any of the following risks actually occur, our business, results of
operations and financial condition could suffer. In that event the trading price
of our common stock could decline, and our shareholders may lose all or part of
their investment in our common stock. The risks discussed below also include
forward-looking statements and our actual results may differ substantially from
those discussed in these forward-looking statements.


                                       18
<PAGE>



OUR INDEPENDENT AUDITORS' REPORT EXPRESSES DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.

At December 31, 2002, our independent auditors' report, dated March 11, 2003,
includes an explanatory paragraph relating to substantial doubt as to our
ability to continue as a going concern, due to our working capital deficit at
December 31, 2002, and the sale of our operating subsidiary. We have experienced
operating losses since the date of the auditors' report and in prior years. We
have been unable to pay all of our creditors and certain other obligations in
accordance with their terms, and as a result, we are in default on certain debt
obligations equaling approximately $697,273 as of September 30, 2003. These
defaults currently restrict our ability to file registration statements in
connection with capital raising transactions on Form S-3, which may make it more
difficult for us to raise additional capital. We have limited cash on hand
and short-term investments and we do not expect to generate material cash from
operations. We have attempted to raise additional capital through debt or equity
financing and to date have had limited success. If we are unable to obtain
financing on terms acceptable to us, or at all, we will not be able to
accomplish any or all of our initiatives and will be forced to consider steps
that would protect our assets against our creditors.

WE NEED ADDITIONAL CAPITAL TO FUND OUR RESEARCH AND DEVELOPMENT ACTIVITIES. IF
WE OBTAIN FINANCING, EXISTING SHAREHOLDER INTERESTS MAY BE DILUTED AND IF WE
CANNOT OBTAIN ADEQUATE FINANCING, WE MAY CEASE OPERATIONS.

The current down-trend in the financial markets have made it extremely difficult
for us to raise additional capital for our research and development activities.
If we cannot raise additional capital, we will not be able to pursue our
business strategies as scheduled, or at all, and we may cease operations. If we
raise additional funds by issuing equity or convertible debt securities, the
percentage ownership of our shareholders will be diluted. In addition, any
convertible securities issued may not contain a minimum conversion price, which
may make it more difficult for us to raise financing and may cause the market
price of our common stock to decline because of the indeterminable overhang that
is created by the discount to market conversion feature. In addition, any new
securities could have rights, preferences and privileges senior to those of our
common stock. Furthermore, we cannot be certain that additional financing will
be available when and to the extent we require or that, if available, it will be
on acceptable terms.

WE HAVE A HISTORY OF LOSSES AND WE DO NOT ANTICIPATE THAT WE WILL BE PROFITABLE
IN FISCAL 2003.

We have not been profitable in the past years and had an accumulated deficit of
approximately $18.9 million as of September 30, 2003. During the nine months
ended September 30, 2003, we incurred a net loss of approximately $2.7 million.
Achieving profitability depends upon numerous factors, including out ability to
develop, market and sell commercially accepted products timely and
cost-efficiently. We do not anticipate that we will be profitable in fiscal
2003.

WE CANNOT GUARANTEE THAT OUR BIOTERRORISM DETECTION DEVICE WILL WORK OR BE
COMMERCIALLY VIABLE.

Our product in development requires further research, development, laboratory
testing, and demonstration of commercial scale manufacturing before it can be
proven to be commercially viable. Potential products that appear to be promising
at early stages of development may not reach the market for a number of reasons.
These reasons include the possibilities that the product may be ineffective,
unsafe, difficult or uneconomical to manufacture on a large scale, fail to
achieve market acceptance, or is precluded from commercialization by proprietary
rights of third parties. Our product development efforts may be unsuccessful and
the failure of our research and development activities to result in a
commercially viable product would materially adversely affect our future
prospects.

OUR RELIANCE ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT MAY AFFECT OUR FUTURE
PROSPECTS.

We do not maintain our own laboratory and we do not employ our own researchers.
We have contracted with third parties in the past to conduct research and
development activities and we expect to continue to do so in the future. Because
we rely on third parties for our research and development activities, we have
less direct control over those activities and cannot assure you that the
research will be done properly or in a timely manner. Our inability to conduct
research and development may delay or impair our ability to commercialize our
technology. The cost and time to establish or locate an alternative research and
development facility to develop our technology could have a materially adverse
affect on our future prospects.


                                       19
<PAGE>


OUR PRODUCTS MAY NOT BE COMMERCIALLY ACCEPTED WHICH WILL ADVERSELY AFFECT OUR
REVENUES AND PROFITABILITY.

Our ability to enter into the bio-terrorism detection device market, establish
brand recognition and compete effectively depend upon many factors, including
broad commercial acceptance of our products. If our products are not
commercially accepted, we will not recognize meaningful revenue and our results
of operation will be materially adversely affected. The success of our products
will depend in large part on the breadth of the information these products
capture and the timeliness of delivery of that information. The commercial
success of our products also depends upon the quality and acceptance of other
competing products, general economic and political conditions and other tangible
and intangible factors, all of which can change and cannot be predicted with
certainty. We cannot assure you that our new products will achieve significant
market acceptance or will generate significant revenue. If the marketplace does
not broadly accept our products, our results of operations and financial
condition could be materially and adversely affected.

THE MARKET FOR OUR PLANNED PRODUCT IS RAPIDLY CHANGING AND COMPETITIVE. NEW
PRODUCTS MAY BE DEVELOPED BY OTHERS, WHICH COULD IMPAIR OUR ABILITY TO DEVELOP,
GROW OR MAINTAIN OUR BUSINESS AND BE COMPETITIVE.

Our industry is subject to rapid and substantial technological change.
Developments by others may render our technology and planned product
noncompetitive or obsolete, or we may be unable to keep pace with technological
developments or other market factors. Competition from other biotechnology
companies, universities, government research organizations and others
diversifying into the field is intense and is expected to increase. Many of
these entities have significantly greater research and development capabilities
and budgets than we do, as well as substantially greater marketing,
manufacturing, financial, and managerial resources. These entities could
represent significant competition for us. Our resources are limited and we may
experience technical challenges inherent in developing our technology. Our
competitors have developed or are in the process of developing technologies that
are, or in the future may be, the basis for competition. Our competitors may use
different methods to detect biological pathogens in a manner that is more
effective and less costly than our planned product and, therefore, represent a
serious competitive threat to us.

WE HAVE ISSUED DEBENTURES CONVERTIBLE AT A PRICE DISCOUNT TO MARKET AND
CONVERSION OF THESE SECURITIES MAY DEPRESS THE MARKET VALUE OF OUR SHARES.

As of September 30, 2003, we have outstanding an aggregate of $770,000 in
convertible debentures which are convertible into our common stock at 70-80% of
the market price on the date of conversion. It may be difficult to raise
financing and the market price of our common stock may decline because of the
indeterminable overhang that is created by the discount to market conversion
feature of these debentures. If the holders of these debentures convert their
debentures at the discounted price of 20-30% below the market price the existing
shareholders will suffer substantial dilution and our stock price may
substantially decline.

The following table illustrates the range in number of shares that may be issued
upon conversion of our debentures that do not contain minimum conversion prices
based on various historical trading prices of our common stock as set forth in
the table:

                            ASSUMED CONVERSION PRICE


                                     $.10              $.15            $.20
                                     ----              ----            ----
NO. OF SHARES ISSUABLE UPON
CONVERSION                          7,770,000       5,133,333       3,850,000

PERCENT OF OUTSTANDING
COMMON STOCK PRIOR TO ISSUANCE      28.9%             19.1%           14.3%



                                       20
<PAGE>

In addition, large numbers of shares purchased at a discount could cause short
sales to occur which would lower the bid price of the common stock. The term
"short sale" means any sale of our common stock that the seller does not own or
any sale that is consummated by the delivery of our common stock borrowed by, or
for the account of, the seller.

OUR COMMON SHARES HAVE BEEN DELISTED FROM THE NASDAQ STOCK MARKET.

On June 11, 2002, we were notified by The Nasdaq Stock Market that we did not
meet the continued listing requirements of The Nasdaq Small Capital Market and
our common shares were delisted on the close of business on June 19, 2002. Our
common stock currently is trading on the OTC Bulletin Board. It may be more
difficult to raise additional debt or equity financing while trading on the OTC
Bulletin Board. If we are unable to raise additional financing, we will not be
able to accomplish our business objectives and may consider steps to protect our
assets against creditors.

OUR OUTSTANDING OPTIONS AND WARRANTS, AND CONVERTIBLE DEBENTURES MAY DILUTE OUR
SHAREHOLDERS' INTERESTS.

As of September 30, 2003, we have granted options and warrants to purchase a
total of 11,109,560 shares of common stock that have not been exercised and an
aggregate of $770,000 outstanding debentures that are convertible based upon a
conversion price of 70-80% of the market price on the date of conversion. To the
extent these outstanding options and warrants are exercised or the convertible
debentures are converted, our shareholders' interests will be diluted.

THE LOSS OF OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER MAY DISRUPT OUR BUSINESS.

Our success depends in substantial part upon the services of Mr. Jacques Tizabi,
our President, Chief Executive Officer and Chairman of the Board of Directors.
The loss of or the failure to retain the services of Mr. Tizabi could adversely
affect the development of our business and our ability to realize or sustain
profitable operations. We do not maintain key-man life insurance on Mr. Tizabi
and have no present plans to obtain such insurance.

WE HAVE LIMITED PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS OF
OUR PRODUCTS.

We regard all or portions of the designs and technologies incorporated into our
products as proprietary and attempt to protect them under trade secret laws. It
has generally been our policy to proceed without patent protection. It may be
possible for unauthorized third parties to copy certain portions of our products
or to "reverse engineer" or otherwise obtain and use to our detriment
information that we regard as proprietary. We cannot assure you that any of our
efforts to protect our proprietary technology will be adequate or that our
competitors will not independently develop technologies that are substantially
equivalent or superior to our technologies.

OUR STOCK PRICE IS VOLATILE.

The trading price of our common stock has from time to time fluctuated widely
and in the future may be subject to similar fluctuations in response to
quarter-to-quarter variations in our operating results, announcements of
technological innovations or new products by us or our competitors, general
conditions in the bio-terrorism detection device industry in which we compete
and other events or factors. In addition, in recent years, broad stock market
indices, in general, and the securities of technology companies, in particular,
have experienced substantial price fluctuations. Such broad market fluctuations
also may adversely affect the future trading price of our common stock.


                                       21
<PAGE>


POTENTIAL ANTI-TAKEOVER TACTICS THROUGH ISSUANCE OF PREFERRED STOCK RIGHTS MAY
BE DETRIMENTAL TO COMMON SHAREHOLDERS.

We are authorized to issue up to 20,000,000 shares of preferred stock, of which
none are currently issued and outstanding. The issuance of preferred stock does
not require approval by the shareholders of our common stock. Our Board of
Directors, in its sole discretion, has the power to issue preferred stock in one
or more series and establish the dividend rates and preferences, liquidation
preferences, voting rights, redemption and conversion terms and conditions and
any other relative rights and preferences with respect to any series of
preferred stock. Holders of preferred stock may have the right to receive
dividends, certain preferences in liquidation and conversion and other rights,
any of which rights and preferences may operate to the detriment of the
shareholders of our common stock. Further, the issuance of any preferred stock
having rights superior to those of our common stock may result in a decrease in
the value or market price of the common stock and, additionally, could be used
by our Board of Directors as an anti-takeover measure or device to prevent a
change in our control.

ITEM 3. CONTROLS AND PROCEDURES.

We carried out an evaluation, under the supervision and with the participation
of our chief executive officer and chief financial officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of the
end of the period covered by this report. Based on this evaluation, our
executive officer and financial officer concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
required to be included in our periodic SEC reports.

In accordance with SEC requirements, our chief executive officer and chief
financial officer note that, since the date of the most recent evaluation of our
disclosure controls and procedures to the filing date of our Quarterly Report on
Form 10-QSB, there have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Our management, including the chief executive officer and our chief financial
officer, does not expect that our disclosure controls or our internal controls
will prevent all errors and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple errors or mistakes. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the control.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.


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<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

TAYLOR, TAYLOR & DREIFUS V POLLUTION RESEARCH AND CONTROL CORP. NO. 99-1100-CA01
CIRCUIT COURT ESCAMBIA, FLORIDA

In June, 1999, a lawsuit was filed against us by Taylor, Taylor, & Dreifus, a
Florida general partnership alleging default by our company under a promissory
note and failure to make lease payments, all relating to a former subsidiary
bankruptcy in 1998. The amount of claim is estimated at $300,000. We have filed
a counterclaim against the partnership alleging that the note and lease payments
are not due because of fraudulent representations made at the time of
acquisition of the former subsidiary business. Plaintiff has failed to pursue
this action.

WALT DISNEY WORLD CO. V. POLLUTION RESEARCH AND CONTROL CORP. AND DASIBI
ENVIRONMENTAL CORP. (CASE NO. BC 274013 LOS ANGELES SUPERIOR COURT)

On May 15, 2002, the above plaintiff filed a lawsuit alleging a single cause of
action for unlawful detainer against us and our former wholly-owned subsidiary,
Dasibi Environmental Corp. The complaint alleges that pursuant to a lease
agreement, we owe the plaintiff unpaid rent in the amount of $249,366.85, and
damages at the rate of $1,272.50 for each day Dasibi continued possession of the
premises commencing May 1, 2002. Plaintiff has obtained a default judgment
against us and a writ of execution has been obtained.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

We obtained three one-year loans from unaffiliated individuals evidenced by
promissory notes with an aggregate face amount of $300,000, maturing June 1,
2001, with interest at the rates of 11% and 12% per annum. These loans were
initially made in 1999 and restructured in 2000. These notes were due in June
2001 and are currently in default. The aggregate amount due under these loans as
of September 30, 2003, is $413,523, consisting of $300,000 of principal and
$113,523 of interest.

We executed a demand note for $250,000 with Ex-Im Bank accruing interest at Wall
Street Journal Prime +3% per annum, which matured on an extended due date of
June 30, 2002, and currently is in default. The aggregate amount due under this
note as of September 30, 2003, is $283,750, consisting of $250,000 of principal
and $33,750 of interest..

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On August 8, 2003, we held our annual meeting of the shareholders. At this
meeting, our shareholders were asked to vote on four matters:

     o    the election of three directors;

     o    an amendment to our Articles of Incorporation to change our name to
          Universal Detection Technology;

     o    an amendment to our Articles of Incorporation to increase the number
          of authorized shares of common stock; and

     o    the approval of our 2003 Stock Incentive Plan.

Of the total outstanding shares, 8,686,490 or 54.26%, were voted.

The first item presented for a vote before our shareholders was the re-election
of our three directors. Set forth below is information with respect to the
nominees elected as directors at the annual meeting and the votes cast for,
against and/or withheld with respect to each such nominee. There were no broker
non-votes in connection with this proposal.


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<PAGE>


 Individual                          For           Against         Withheld
 ------------------------------ --------------- --------------- --------------
 Jacques Tizabi                   8,623,355          781             62,354
 Michael Collins                  8,621,855         2,281            62,354
 Matin Emouna                     8,621,355         2,781            62,354


The second item presented for a vote before the shareholders was an amendment to
our Articles of Incorporation to change our company name from Pollution Research
and Control Corp. to Universal Detection Technology. Of the votes received,
8,640,969 were in favor of the proposal, 14,731 were against, 31,063 were
withheld, and three was 0 broker non-votes.

The third item presented for a vote before the shareholders was an amendment to
our Articles of Incorporation to increase the aggregate number of shares of
common stock authorized for issuance form 30,000,000 shares to 48,000,0000
shares. Of the votes received, 8,560,414 were in favor of the proposal, 123,771
were against, 2,305 were withheld, and there was 0 broker non-votes.

The fourth item presented for a vote before the shareholders was the approval of
our 2003 Stock Incentive Plan. Of the votes received, 8,546,635 were in favor of
the proposal, 124,674 were against, 15,181 were withheld, and there was 0 broker
non-votes.

There were no other matters submitted for a vote of our shareholders during the
period covered by this report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     10.4 Licensing Agreement by and between Universal Detection Technology and
          California Institute of Technology, dated September 30, 2003.

     31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002 Dated November 14, 2003.

     31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002 Dated November 14, 2003.

     32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
          1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002 Dated November 14, 2003.

     32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
          1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002 Dated November 14, 2003

(b)  Reports on Form 8 K

None.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                         UNIVERSAL DETECTION TECHNOLOGY
                  (F/K/A POLLUTION RESEARCH AND CONTROL CORP.)



DATE NOVEMBER 18, 2003          /s/  JACQUES TIZABI
                               -------------------------------------------
                               BY:   JACQUES TIZABI
                               ITS:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                     AND CHAIRMAN OF THE BOARD




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