================================================================================


                       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 March 31, 2002

[_]  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

                      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 [_]     No [X]

     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,
6,697,132 shares issued and outstanding as of May 1, 2002.

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



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<PAGE>


                      POLLUTION RESEARCH AND CONTROL CORP.

                                      INDEX

                                                                            PAGE

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

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

           Condensed Consolidated Balance Sheet as of March 31, 2002...........3

           Condensed Consolidated Statements of Operations for the
           three months ended March 31, 2002 and March 31, 2001................4

           Condensed Consolidated Statements of Cash Flows for the
           three months ended March 31, 2002 and March 31, 2001................5

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

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations...........................................9

PART II    OTHER INFORMATION..................................................21

Item 1.    Legal Proceeding...................................................21

Item 2.    Changes in Securities and Use of Proceeds..........................22

Item 4.    Submission of Matters to a Vote of Security Holders................22

Item 6.    Exhibits and Reports on Form 8-K...................................23



                                     Page 2
<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


             POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                                                    March 31,
                                                                      2002
                                                                 -------------
                                                                   (Unaudited)
                                     ASSETS
CURRENT ASSETS:
    Cash                                                         $      5,905
    Accounts receivable                                                30,000
    Inventories                                                     1,914,342
                                                                 -------------
                    Total Current Assets                         $  1,950,247
                                                                 =============

IABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Accounts payable                                             $    146,257
    Notes payable and convertible debt                              1,565,000
    Accrued interest expense                                          259,908
                                                                 -------------
                    Total Current Liabilities                       1,971,165

LONG-TERM NOTES PAYABLE AND CONVERTIBLE DEBT                          450,000
                                                                 -------------
                        Total Liabilities                           2,421,165
                                                                 -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
    Preferred stock, no par value, 20,000,000 shares
      authorized:
        Series A, $.01 par value, -0- issued
          and outstanding                                                   -
        Series B, $.01 par value, -0- issued
          and outstanding                                                   -
    Common stock, no par value, 30,000,000 shares
      authorized, 6,419,415  issued and outstanding                 9,963,792
    Additional paid-in capital                                      2,759,055
    Accumulated (deficit)                                         (13,193,765)
                                                                 -------------
                    Total Stockholders' Equity (Deficit)             (470,918)
                                                                 -------------
                                                                 $  1,950,247
                                                                 =============



          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                     Page 3
<PAGE>


             POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                   Three Months      Three Months
                                                                      Ended            Ended
                                                                  March 31, 2002    March 31, 2001
                                                                  --------------    --------------
<S>                                                                 <C>              <C>
                                                                    (Unaudited)      (Unaudited)

REVENUES                                                            $    30,000      $         -
                                                                    ------------     ------------

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

GROSS PROFIT                                                             21,400                -
                                                                    ------------     ------------
OPERATING EXPENSES:
    Selling, general and administrative                             $   214,495      $   391,565
                                                                    ------------     ------------

(LOSS) FROM OPERATIONS                                                 (193,095)        (391,565)
                                                                    ------------     ------------
OTHER (EXPENSE):
    Interest expense                                                    (58,775)         (56,408)
    Beneficial conversion feature of convertible debt                  (113,000)               -
    Amortization of loan fees                                                 -         (187,213)
                                                                    ------------     ------------
             Net Other (Expense)                                       (171,775)        (243,621)
                                                                    ------------     ------------
(LOSS) FROM CONTINUING OPERATIONS                                      (364,870)        (635,186)
                                                                    ------------     ------------
DISCONTINUED OPERATIONS:
    (Loss) from operations of discontinued subsidiaries                (149,745)         (82,256)
    Gain on disposal of subsidiary                                    1,490,553                -
                                                                    ------------     ------------
             Total Income (Loss) From Discontinued Operations         1,340,808          (82,256)
                                                                    ------------     ------------
NET INCOME (LOSS)                                                   $   975,938      $  (717,442)
                                                                    ============     ============
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED:
    Continuing operations                                           $     (0.06)     $     (0.12)
    Discontinued operations:
          Loss from operations                                            (0.03)           (0.02)
          Gain on disposal                                                 0.25                -
                                                                    ------------     ------------
                                                                    $      0.16      $     (0.14)
                                                                    ============     ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED         6,032,771        5,282,308
                                                                    ============     ============
</TABLE>



          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                     Page 4
<PAGE>


<TABLE>
<CAPTION>

              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
             FOR THE THREE MONTHS ENDED MARCH 31, 2002 (UNAUDITED)

                                                                                                           TOTAL
                                                  COMMON STOCK                                         STOCKHOLDERS'
                                                  ------------           ADDITIONAL     ACCUMULATED       EQUITY
                                                SHARES       AMOUNT       PAID-IN        (DEFICIT)       (DEFICIT)
                                              ---------    ----------    ----------    -------------   -------------
<S>                                           <C>          <C>           <C>           <C>              <C>
Balances, December 31, 2001                   5,949,616    $9,789,742    $2,485,062    $(14,169,703)   $(1,894,899)
Stock issued for consulting services             65,000        29,050             -               -         29,050
Conversion of convertible debt                  154,799        50,000             -               -         50,000
Stock issued in Private Placement               250,000        95,000             -               -         95,000
Value of stock based compensation
   issued for sale of Dasibi                          -             -       160,993               -        160,993
Value of beneficial conversion feature
   of convertible debt                                -             -       113,000               -        113,000
Net income for the period                             -             -             -         975,938        975,938
                                              ---------    ----------    ----------    -------------   ------------
Balances, March 31, 2002                      6,419,415    $9,963,792    $2,759,055    $(13,193,765)   $  (470,918)
                                              =========    ==========    ==========    =============   ============
</TABLE>


                                     Page 5
<PAGE>


<TABLE>
<CAPTION>
             POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                         For the three months ended
                                                                                  March 31,
                                                                          2002               2001
                                                                      -------------      ------------
<S>                                                                   <C>                <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
  Reconciliation of net (loss) to net cash flows provided by
      (used in) operating activities:
    Net (loss) from continuing operations                              $ (364,870)        $ (635,186)
    Depreciation and amortization                                               -            248,580
    Amortization of consulting fee                                              -            164,932
    Deferred rent                                                               -             (3,634)
    Beneficial conversion feature of convertible debt                     113,000                  -
    Stock issued for services                                              29,050                  -
  Changes in assets and liabilities
    Accounts receivable                                                   (30,000)            20,348
    Inventories                                                                 -           (108,872)
    Other current assets                                                        -             (2,190)
    Accounts payable and accrued expenses                                  70,971            (59,974)
                                                                      ------------       ------------
       Net cash flows (to) continuing operations                         (181,849)          (375,996)
       Net cash flows (to) discontinued operations                              -            (82,256)
                                                                      ------------       ------------
           Net Cash (Used in) Operating Activities                       (181,849)          (458,252)
                                                                      ------------       ------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:

           Net Cash (Used in) Investing Activities                              -                  -
                                                                      ------------       ------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                   50,000            300,000
  Payment of offering costs                                                (5,000)                 -
  Advances on notes payable                                                     -             50,000
  Employee stock plan receivable                                                -             (1,200)
  Advances on letter of credit                                                  -            431,021
                                                                      ------------       ------------
           Net Cash Provided by Financing Activities                       45,000            779,821
                                                                      ------------       ------------
INCREASE (DECREASE) IN CASH                                              (136,849)           321,569

CASH, beginning of period                                                 142,754            172,306
                                                                      ------------       ------------
CASH, end of period                                                    $    5,905         $  493,875
                                                                      ============       ============
</TABLE>



          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                     Page 6
<PAGE>


1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles 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 condensed 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 Pollution Research and Control Corp. included in our
Form 10-KSB for the fiscal year ended December 31, 2001.

2.   STOCKHOLDERS' EQUITY

     During the three months ended March 31, 2002, the Company sold 250,000
shares of common stock for $100,000. $50,000 had been received prior to December
31, 2001 and had been recorded as a liability. The Company paid a $5,000
placement fee to a company controlled by the President and CEO of the Company.

3.   SALE OF DASIBI

     In March 2002, the Company entered into an agreement to sell Dasibi to one
of its note holders in exchange for the forgiveness of $1,500,000 of debt,
including $1,220,000 which was outstanding at December 31, 2001. The purchaser
assumed all liabilities of Dasibi as of the date of the closing of the sale and
all liabilities of the Company incurred on behalf of Dasibi. As part of the
transaction, Dasibi assigned all of its inventory to the Company. The agreement
also amended and restated the option grants to purchase common stock of the
Company to the purchaser as follows: 50,000 at $0.25 per share, 100,000 at $0.50
per share, 528,571 at $0.875 per share, 100,000 at $1.00 per share and 21,875 at
$3.10 per share. The options are vested immediately and expire in March 2005.
The options are valued at the fair market value of $160,993 on the date of grant
utilizing the Modified Black-Scholes European pricing model. The average
risk-free interest rate used was 4.73%, volatility was estimated at 99.86%, the
expected life was three years.

     The Company was granted a perpetual non-exclusive license to, among other
matters, make use and otherwise exploit all products, software, technologies and
other intellectual property (including the use of the name Dasibi and Dasibi
Environmental Corp.) of Dasibi throughout the world with the exception of the
Peoples Republic of China.

     The Company recorded a gain on the sale of Dasibi of $1,490,553 because the
liabilities assumed by the purchaser exceed the fair market value of the assets
transferred in the sale.

4.   CONVERTIBLE DEBT

     During the three month ended March 31, 2002, a convertible debt holder
converted $50,000 to 154,799 shares of the Company's common stock. The
convertible debt holder agreed to extend the due date of the debt to February
23, 2004, and the Company agreed to reduce the conversion


                                     Page 7
<PAGE>


rate on the convertible debt from 85% of the market price of the Company's
common stock to 70% of the market price of the Company's common stock. The
Company recorded the $113,000 as an expense for the beneficial conversion
feature of the new conversion rate.

        The following were the results of operations of Dasibi during the period
from January 1, 2002 to March 25, 2002 and for the three months ended March 31,
2001:


                                                    2002         2001
                                                 ----------   ----------
Net sales                                        $  319,486   $  694,358
Cost of sales                                       118,042      467,262
                                                 ----------   ----------
Gross profit                                        201,444      227,096
                                                 ----------   ----------
Operating expenses                                  351,370      309,352
                                                 ----------   ----------
(Loss) from discontinued operations              $ (149,926)  $  (82,256)
                                                 ==========   ==========


5.   SUBSEQUENT EVENTS

     During April 2002, note and convertible debt holders converted $255,000 of
debt and $15,788 of accrued interest to 1,069,585 shares of the Company's common
stock.

     During April 2002, the Company issued 225,000 shares of common stock for
consulting services valued at $76,500, based upon the closing price of the
Company's common stock on the date the stock was issued.

     During April 2002, the Company borrowed $22,526, due the earlier of June
29, 2002, or upon the Company raising additional funds in excess of $30,000. The
loan bears interest at 10% per annum. If the loan is not repaid within 30 days
after the due date, the loan will bear interest at 14% per annum.


                                     Page 8
<PAGE>


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

     The following discussion and analysis should be read together with our
consolidated financial statements and the notes to the consolidated financial
statements included elsewhere in this Form 10-QSB.

     THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING THE
CONSOLIDATED OPERATING RESULTS, FINANCIAL CONDITION AND LIQUIDITY AND CASH FLOWS
OF POLLUTION RESEARCH AND CONTROL CORP. FOR THE THREE MONTHS ENDED MARCH 31,
2002 AND MARCH 31, 2001. EXCEPT FOR HISTORICAL INFORMATION, THE MATTERS
DISCUSSED IN THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ARE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES AND ARE BASED UPON JUDGMENTS CONCERNING VARIOUS FACTORS THAT ARE
BEYOND OUR CONTROL. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED
IN THE FORWARD LOOKING STATEMENTS AS A RESULT OF, AMONG OTHER THINGS, THE
FACTORS DESCRIBED BELOW UNDER THE CAPTION "CAUTIONARY STATEMENTS AND RISK
FACTORS."

OVERVIEW

     Historically, our core business has 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
Environmental Corp., which we refer to throughout this report as Dasibi. These
products generally are used to measure air pollution levels in geographic areas
that range in size from small industrial sites to entire states or countries. 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. In more recent
years, we focused our marketing efforts towards The People's Republic of China.
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.

RECENT DEVELOPMENTS

     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 indebtedness of $1.5 million, 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.

     Our board of directors believes that the sale of Dasibi will assist us in
pursuing our business strategy which emphasizes the bio-terrorism detection
device and medical diagnostic equipment markets. In early February 2002, we
announced the launch of a pilot program geared towards early adopters of our
bio-terrorism detection devices currently in development. Under this program, we
will make available our current Model 7001 to select customers for installation
and use while we continue our ongoing modification and reengineering of the
device to enable real-time detection of airborne biological and chemical agents.
We sold our first Model 7001 device to Summit Sportswear and expect to obtain
valuable performance data from that installation which will assist us in our


                                     Page 9
<PAGE>


continued efforts to develop the technology necessary to detect airborne
chemical and biological agents.

     We also intend to concentrate on further research and development to extend
our applications of our nitric oxide machine to the medical diagnostics market.
We previously have participated in developing an asthma detection instrument
with a research institute for these applications, but the project was halted due
to a lack of funding. We are once again starting to enter research
collaborations to pursue this plan.

     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.

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 obtained 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.

GOVERNMENTAL APPROVAL

     The EPA administers the federal Clean Air Act, as amended by the Clean Air
Act Amendments of 1990, and approves ambient air pollution monitoring equipment
meeting certain requirements as either reference or equivalent methods for
measuring pollutants. The EPA established the reference method as the basic
method for measuring a pollutant. An equivalent method measures the same
pollutant utilizing a different technique that achieves results identical to
those of the referenced method.

     As a practical matter, before a monitoring instrument can be sold in the
United States, it must receive EPA-approval as either a "reference" or
"equivalent" method. These approvals are given only after rigorous and expensive
testing by the applicant and the submission to, and approval by, the EPA of the
results of the testing. The testing and approval process generally requires
between 12 and 18 months. Following approval, the EPA typically acquires and
tests a production model of the device. If the model being tested does not meet
the standards established by the approval process, the approval may be
withdrawn.

COMPANY PRODUCTS

     In 1991, we completed development of a Model 7001 beta-gauge to measure
air-borne biological particles in the ambient air. The Series 7001 measures the
amount of air-borne particulate matter, or dust, which is collected as a series
of independent, sequential samples on a self contained filter tape. Ambient air
is drawn into the sample system through an inlet head located outside,


                                    Page 10
<PAGE>


directly above the instrument. Dust concentration calculations are performed
automatically by a self-contained microprocessor and are displayed by the
instrument. The operator of the instrument can vary the measurement cycle from
minutes to hours over a 24-hour period, as desired.

     In February 2002, we sold our first Model 7001 airborne particle detector
to Summit Sportswear, a leading producer of custom private labeled sportswear
based in Orange County, California. The Model 7001 enables analysis of particles
on a periodic or on-demand basis. We are continuing to modify and reengineer the
Model 7001 to enable real-time detection of airborne biological and chemical
agents.

     As a condition to the sale of Dasibi, we have been assigned all of the
inventory of Dasibi as of the date of the sale, which we plan to utilize, to the
extent practicable, in manufacturing our bio-terrorism detection products.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Under accounting principles generally accepted in the United States, we are
required to make assumptions and estimates that directly impact the consolidated
financial statements and related disclosures. Because of the uncertainties
inherent in making assumptions and estimates, actual results in future periods
may differ significantly from our assumptions and estimates. We base our
assumptions and assumptions on historical experience and on various other
factors believed to be reasonable under the circumstances. The following
represents what we believe are the critical accounting policies most affected by
our significant estimates and judgments.

CONSOLIDATION

     The consolidated financial statements include the accounts of Pollution
Research and Control Corp. and our wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

INVENTORIES

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

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 proforma 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.


                                    Page 11
<PAGE>


EARNINGS PER SHARE

        In 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 128, "Earnings Per Share." Statement 128 replaced the calculation
of primary and fully diluted earnings per share with basic and diluted earnings
per share. Unlike primary earnings per share, basic earnings per share excludes
any dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented, to conform to Statement 128 requirements.

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. To date, no adjustments to the carrying
value of the assets has been made.

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 December 31, 2001, 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.


                                    Page 12
<PAGE>


RECLASSIFICATION

     Certain amounts reported in our financial statements for the year ended
December 31, 2000 have been reclassified to conform to the current year
presentation.

NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS 141 requires all business combinations initiated after June 30,
2001 to be accounted for using the purchase method. Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but are reviewed
annually (or more frequently if impairment indicators arise) for impairment.
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives (but with no maximum life). The
amortization provisions of SFAS 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, we are required to adopt SFAS 142 effective
January 1, 2002. Management has determined that the adoption of the provisions
of SFAS 142 will have no material impact on our results of operations and
financial position.

     In December 1999 the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101") which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101A was released on
March 24, 2000 and deferred the effective date to no later than the second
fiscal quarter beginning after December 15, 1999. In June 2000, the SEC issued
SAB 101B which delays the implementation date of SAB 101 until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. We have
adopted this SAB and do not believe that adoption of this SAB will have a
material impact on our financial statements.

     SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, is effective for the Company for the fiscal year beginning January 1,
2002, and addresses accounting and reporting for the impairment or disposal of
long-lived assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and
APB Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business. SFAS No. 144 retains the fundamental
provisions of SFAS No. 121 and expands the reporting of discontinued operations
to include all components of an entity with operations that can be distinguished
from the rest of the entity and that will be eliminated from the ongoing
operations of the entity in a disposal transaction. We estimate that the new
standard will not have a material impact on our financial statements but are
still in the process of evaluating the impact on our financial statements.

     SFAS No. 143, Accounting for Asset Retirement Obligations, addresses
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. SFAS No.
143 will be effective for us for the fiscal year beginning January 1, 2002, and
early adoption is encouraged. SFAS No. 143 requires that the fair value of a
liability for an asset's retirement obligation be recorded in the period in
which it is incurred and the corresponding cost capitalized by increasing the
carrying amount of the related long-lived asset. We estimate that the new
standard will not have a material impact on our


                                    Page 13
<PAGE>


financial statements but are still in the process of evaluating the impact on
our financial statements.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2001

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

     REVENUES. Revenues for the three months ended March 31, 2002, were $30,000
compared to $0 for the three months ended March 31, 2001. This increase was due
to the sale of one Model 7001 during the three months ended March 31, 2002.

     GROSS MARGIN. Gross margin was 71% of consolidated net revenues for the
three months ended March 31, 2002. For the three months ended March 31, 2001,
sales were from Dasibi only.

     COST OF SALES. Cost of sales were $8,600 or 29%, of sales for the three
months ended March 31, 2002. For the three months ended March 31, 2001, sales
were from Dasibi only.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses totaled $214,495 for the three months ended March 31,
2002 and $391,565 for the three months ended March 31, 2001. The decrease is a
result of selling Dasibi and a reduction in overhead costs. Selling, general and
administrative costs consisted primarily of accounting fees, legal fees,
bio-detection product consulting and other expenses.

     INCOME (LOSS) FROM OPERATIONS. Operating loss for the three months ended
March 31, 2002 was $364,870 compared to operating loss of $635,186 for the three
months ended March 31, 2001. This decrease primarily is due to decreased
operating costs, lower salaries, and lower loan fee and interest costs.

     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 approximate $150,000 during the three
months ended March 31, 2002. The Company recognized a gain of approximately
$1,491,000 on the sale of Dasibi.


                                    Page 14
<PAGE>


     The following are comparative results of operations of Dasibi for the
period from January 1, 2002 to March 25, 2002 and for the three months ended
March 31, 2001:


                                                    2002         2001
                                                -----------   -----------
Net sales                                       $   319,486   $   694,358
Cost of sales                                       118,042       467,262
                                                -----------   -----------
Gross profit                                        201,444       227,096
                                                -----------   -----------
Operating expenses                                  351,370       309,352
                                                -----------   -----------
(Loss) from discontinued operations             $  (149,926)  $   (82,256)
                                                ===========   ===========

     Sales and cost of sales for Dasibi decreased during the three months ended
March 31, 2002, compared to the prior period because of a lack of available
financing and a reduction in the workforce of Dasibi. Operating expenses
increased due increased interest charges from Dasibi's primary lender, who
purchased Dasibi on March 25, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by (used in) our operating activities during the three
months ended March 31, 2002 was ($181,849), primarily attributable to a net loss
from continuing operations. Net cash provided by financing activities during the
three months ended March 31, 2002 was $45,000, primarily due to the issuance of
the Company's common stock.

     Our total cash and cash equivalent balance at March 31, 2002, was $5,905,
as compared to December 31, 2001, which was $142,754. Because of the reductions
in our cash balances, we may not be able to continue operations at our current
levels. We are dependent upon current cash collections to meet our operating
needs and pay our current liabilities. Our cash flow is dependent on development
of products which are commercially accepted in a timely and cost efficient
manner, acceptance of our technology, collections and the signing of new
contracts, all of which are difficult to predict with accuracy.

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

     During the past two fiscal years and through the date of this report, we
have received debt financing upon 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 rate of 12% per annum. These loans were initially
made in 1999 and restructured in 2000.


                                    Page 15
<PAGE>


     (B) One subordinated convertible debenture with a face amount of $500,000,
due June 2002, with interest at the rate of 12% per annum, convertible at a
conversion price of the lesser of $2.25 or 80% of the market price on the date
of conversion. The initial March 2000 due date of the debenture was previously
extended to December 2000. The initial interest rate was 12% per annum. As of
the date of this report, the outstanding balance is $400,000.

     (C) One convertible debenture with a face amount of $300,000, due June 30,
2001, with interest at the rate of 12% per annum, convertible at a conversion
price of the lesser of $2.25 or 80% of the market price on the date of
conversion. The initial due date of the debenture was June 1, 2000. As of the
date of this report, a total of 119,108 shares of common stock have been issued
upon conversion of the debenture at conversion prices in a range from $1.20 to
$2.25, and the outstanding principal balance is $50,000.

     (D) One convertible debenture with a face amount of $500,000, due June 30,
2002, with interest at the rate of 12% per annum, convertible at a conversion
price of the lesser of $2.00 or 80% of the market price on the date of
conversion. The initial due date of the debenture was March 31, 2001.

     (E) One loan to Dasibi China, Inc., a wholly-owned subsidiary of Pollution
Research, evidenced by a promissory note with a face amount of $75,000, maturing
on the extended due date of June 30, 2002, with interest at the rate of 10% per
annum.

     (F) One loan to Delta Capital evidenced by a promissory note with a face
amount of $200,000, maturing on the extended due date of June 2002, with
interest at the rate of 18% per annum.

     (G) Eight convertible debentures with a total face amount of $340,000, due
July 17, 2002, 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.

     (H) One loan payable for $22,526 due the earlier of June 29, 2002 or upon
the Company raising additional funds in excess of $30,000. The loan bears
interest at 10% per annum. If the loan is not repaid within 30 days after the
due date, the loan will bear interest at 14% per annum.

     Our working capital deficit at March 31, 2002, was $20,918. 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 products, 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
to date have not received any funding commitments other than as reported in this
report. We intend to improve liquidity by enhancing the efficiency of our
operations, the continued monitoring and reduction of administrative costs and
through sales of existing products including the model 7001 series. 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, or if we are
not able immediately to recognize significant revenue from sales of our new
products, we may not be able to


                                    Page 16
<PAGE>


accomplish any or all of our initiatives and could be forced to consider steps
that would protect our assets against our creditors.

CAUTIONARY STATEMENTS AND RISK FACTORS

     Several of the matters discussed in this document contain forward-looking
statements that involve risks and uncertainties. Factors associated with the
forward-looking statements that could cause actual results to differ from those
projected or forecast are included in the statements below. In addition to other
information contained in this report, readers should carefully consider the
following cautionary statements and risk factors.

THERE IS DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

     We have experienced significant operating losses in the current and prior
years. Our cash and short-term investment balances continue to decline since
December 31, 2001, and we expect to experience further declining balances. We
have been unable to pay all of our creditors and certain other obligations in
accordance with their terms. We expect that our cash on hand and short-term
investments, together with cash generated by operations, cannot sufficiently
fund future operating losses and capital requirements. We have attempted to
raise additional capital through debt or equity financing and to date have had
nominal 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
could be forced to consider steps that would protect our assets against our
creditors.

WE HAVE A HISTORY OF LOSSES AND WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO
ACHIEVE PROFITABLE OPERATIONS IN FISCAL 2002.

     We have not been profitable in the past years and have an accumulated
deficit of $13.2 million. During fiscal 2001, we incurred a net loss of $7.4
million. Because we have shifted our business towards new markets, achieving
profitability depends upon our ability to generate and sustain substantially
higher revenues through sales of our new products. Although we have implemented
plans to increase revenues and operating margin, we cannot assure you that we
will be able to do so and consequently we may experience additional losses in
fiscal 2002.

WE HAVE LIMITED RIGHTS TO EXPLOIT THE TECHNOLOGY THAT OUR EXISTING AIR
MONITORING PRODUCTS INCORPORATE. AS A RESULT, OUR REVENUES AND PROFITABILITY
FROM SALES OF THIS PRODUCT WILL SUBSTANTIALLY DECLINE.

     As part of the sale of Dasibi, we have obtained a nonexclusive license to
exploit all of the technology currently owned by Dasibi anywhere in the universe
outside of mainland China. In recent years, we focused substantially all of our
marketing efforts towards, and substantially all of our revenue was derived
from, sales of our air pollution product in China. Our agreement not to compete
in that market will cause our revenue to decline substantially.

WE NEED ADDITIONAL CAPITAL TO FUND PRODUCT DEVELOPMENT, MARKETING ACTIVITIES AND
SALES. IF WE CANNOT OBTAIN ADEQUATE FINANCING, WE MAY CEASE OPERATIONS.

     Recently we shifted our research and development, marketing and business
development efforts away from the air pollution market in China towards the
bio-medical and bio-terrorism arena and to other medical applications for our
products. If we cannot raise additional capital, we will not


                                    Page 17
<PAGE>


be able to pursue these 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. 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. If adequate funds are not available on acceptable
terms, we may not be able to fund continued development and sales of our
existing products, the expansion of our business into the bio-medical and
bio-terrorism markets or markets for other medical applications of our products,
which could cause us to cease operations.

WE ARE NOT RETAINING ANY OF THE DASIBI EMPLOYEES WHO HAVE SIGNIFICANT EXPERIENCE
AND KNOWLEDGE IN DEVELOPING, ENHANCING OR MARKETING DASIBI'S CURRENT PRODUCTS,
AND AS A RESULT, WE MAY LOSE REVENUE AND MARKET SHARE.

     If we cannot effectively manage the design, development, manufacture and
marketing of the various monitoring instruments previously manufactured by
Dasibi, our revenue and profitability will decline and we may lose customers and
market share. Our management team does not have substantial experience in the
air pollution monitoring instruments business and may not be able to timely
identify or anticipate all of the material risks associated with operating that
business. We may not be able to retain a sufficient number of additional
qualified employees on a timely business, or at all. If we cannot timely and
cost-effectively manage the air pollution monitoring instruments business, we
will lose revenue, customers and market share, and our results of operations
will be materially adversely affected.

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.

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 March 31, 2002, we have issued an aggregate of $1,190,000 in
convertible debentures which are convertible into our common stock at 70-85% 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


                                    Page 18
<PAGE>


discounted price of 15-30% below the market price the existing shareholders will
suffer substantial dilution and our stock price may substantially decline. 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.

WE MAY BE DELISTED FROM THE NASDAQ SMALLCAP MARKET, WHICH WOULD ADVERSELY EFFECT
THE LIQUIDITY OF OUR STOCK.

     In order to continue to be listed on Nasdaq, we must meet the following
requirements:

o    minimum bid price of $1.00;

o    net tangible assets of at least $2,000,000, or a market capitalization of
     $35,000,000 or $500,000 in net income for two of the last three years;

o    two market makers;

o    300 stockholders;

o    at least 500,000 shares in the public float or a minimum market value for
     the public float of $1,000,000; and

o    compliance with certain corporate governance standards.

     In July 2001, we were notified by The Nasdaq Stock Market that we did not
meet the minimum bid price requirement of the continued listing requirements of
the Nasdaq SmallCap Market. Subsequently, Nasdaq suspended the notification
until early 2000. On February 14, 2002, we were notified by The Nasdaq Stock
Market that we have until August 13, 2002, to regain compliance with the minimum
bid requirement. In order to comply with the minimum bid requirement, our common
stock bid price must closes at $1.00 per share or more for a minimum of 10
consecutive trading days. Currently, our stock trades below the minimum bid
price of $1.00. On April 17, 2002, The Nasdaq Stock Market notified us that we
were not in compliance with the net tangible assets or stockholders' equity
requirement and requested that we provide them with a specific plan on how we
aimed to achieve and sustain compliance with all The Nasdaq SmallCap Market
listing requirements. On May 1, 2002, we responded to Nasdaq's request.
Currently, we are awaiting a response from Nasdaq on this matter. If we are
delisted from The Nasdaq Small Capital Market, we anticipate that we would apply
for our common stock to trade on the Over The Counter Bulletin Board. We cannot
assure you that we would be approved for trading on the Over The Counter
Bulletin Board. If we are delisted, it may be more difficult to raise additional
debt or equity financing and an investor likely would find it more difficult to
sell or obtain quotations as to the price of our common stock.

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

     As of March 31, 2002, we have granted options and warrants to purchase a
total of 1,946,427 shares of common stock that have not been exercised and an
aggregate of $1,190,000 outstanding debentures that are convertible based upon a
conversion price of 70-85% of the market


                                    Page 19
<PAGE>


price on the date of conversion. To the extent these outstanding options and
warrants are exercised or the convertible debentures are converted, our
shareholder's 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.

WE DO NOT MAINTAIN PRODUCTS LIABILITY INSURANCE.

     In the event that we experience a material liability as a result of a
products liability claim, such a liability could have a material adverse effect
on us, as we would have to repair and service the products at our cost. Should
our products fail to perform or require repair under warranty, we may not be
able to afford such repairs or to do so in a timely manner, which could
adversely affect our relations with our customers.

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.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.

     We have never paid dividends on the shares of our common stock and do not
intend to pay any dividends in the foreseeable future.


                                    Page 20
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

SOLTANI, ETEMAD, PIC COMPUTERS ET AL. V. POLLUTION RESEARCH AND CONTROL CORP.
Case No. BC227020  Los Angeles Superior Court

     In March, 2000, the above plaintiffs filed a lawsuit against us alleging
breach of contract and fraud surrounding both the purchase and return of real
property in the form of a training facility or business property in Macau, China
and certain service contracts between us and the plaintiffs. We filed a cross
complaint against the plaintiffs alleging that Mr. Soltani had breached his
fiduciary duties as a director and sought a judicial ruling that the real
property transaction was properly rescinded by us. In October 2001, a judgment
was entered against Dasibi in the amount of approximately $130,000, of which
$100,000 was still owing at the time of the sale of Dasibi.

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 failing to make lease payments, all relating to a former subsidiary
bankruptcy of 1998. The amount of claim is estimated at $300,000. We are
vigorously defending the litigation and 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 and no discovery
has taken place through the date of this report.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     During the three months ended March 31, 2002, we sold 250,000 shares of our
common stock to an accredited investor for $100,000. Astor Capital received a
placement fee of $5,000 for this transaction. The issuance and sale of these
securities was exempt from the registration and prospectus delivery requirements
of the Securities Act pursuant to Section 4(2) of the Securities Act as a
transaction not involving any public offering.

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

     On March 26, 2002, we held the Annual Meeting of Shareholders for fiscal
2000. The following sets forth the identity of the directors elected to hold
office for three years and until their respective successors have been elected.

<TABLE>
<CAPTION>
                                   YES          NO      ABSTAIN    BROKER NON
    <S>                          <C>           <C>      <C>        <C>
    ELECTION OF DIRECTORS:
        Jacques Tizabi           3,465,012     258      202,868
        Michael Collins          3,460,012     258      202,868
        Matin Emouna             3,459,762     258      202,868
</TABLE>


                                    Page 21
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          10.1 Executive Employment Agreement, dated as of September 24, 2001,
               by and between Registrant and Jacques Tizabi.

     (b)  Reports on Form 8 K

          Current Report on Form 8-K/A filed January 11, 2002, Items 1, 2, and
          5-7.

          Current Report on Form 8-K filed March 22, 2002, Items 5 and 7.

          Current Report on Form 8-K filed March 22, 2002, Item 2.


                                    Page 22
<PAGE>


                                   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.

                                    POLLUTION RESEARCH AND CONTROL CORP.

Date: May 20, 2002                   /S/ JACQUES TIZABI
                                    -------------------------------------------
                                    By:  Jacques Tizabi
                                    Its: President, Chief Executive Officer and
                                         Chairman of the Board


                                    Page 23