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, 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

                      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,
14,809,790 shares issued and outstanding as of May 14, 2003.

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


                                     Page 1
<PAGE>



                      POLLUTION RESEARCH AND CONTROL CORP.


                                      INDEX

                                                                          PAGE

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

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

        Consolidated Balance Sheet as of March 31, 2003.....................3

        Consolidated Statements of Operations for the
        Three months ended March 31, 2003 and March 31, 2002................4

        Consolidated Statements of Changes in Stockholders' Equity
        (Deficit) for the three months ended March 31, 2003.................5

        Consolidated Statements of Cash Flows for the
        Three months ended March 31, 2003 and March 31, 2002................6

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

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations ..........................................8

Item 3. Controls and Procedures ...........................................17

PART II OTHER INFORMATION..................................................17

Item 2. Legal Proceedings..................................................17

Item 6. Exhibits and Reports on Form 8-K...................................18


                                     Page 2
<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


             POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                           ==========================


<TABLE>
<CAPTION>
                                                                March 31,
                                                                  2003
                                                               -----------
                                                               (Unaudited)

                                 ASSETS

CURRENT ASSETS:
     <S>                                                        <C>
      Cash                                                      $ 12,199
      Accounts receivable, trade                                  30,000
      Inventories                                                 20,000
      Prepaid expenses                                            56,876
                                                               ----------
                 Total Current Assets                          $ 119,075
                                                               ==========

             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

      Accounts payable, trade                                  $ 182,180
      Accrued liabilities                                        251,000
      Notes payable and convertible debt                       1,652,526
      Accrued interest expense                                   348,522
                                                               ----------
                 Total Current Liabilities                     2,434,228
                                                               ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
      Preferred stock, no par value, 20,000,000 shares
      authorized,
               -0-  issued and outstanding                             -
      Common stock, no par value, 30,000,000 shares authorized,
               14,194,567  issued and outstanding             11,114,750
      Additional paid-in capital                               2,900,167
      Accumulated (deficit)                                  (16,330,070)
                                                             ------------
                 Total Stockholders' Equity (Deficit)         (2,315,153)
                                                             ------------
                                                               $ 119,075
                                                             ============

</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                     Page 3
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           For the three months ended March 31,
                                                                  2003              2002
                                                               (Unaudited)     (Unaudited)
<S>                                                          <C>               <C>
REVENUES                                                     $         -       $   30,000
                                                              -------------     ------------
COST OF GOODS SOLD                                                     -            8,600
                                                              -------------     ------------
GROSS PROFIT                                                           -           21,400
                                                              -------------     ------------
OPERATING EXPENSES:
   Selling, general and administrative                            99,914          214,495
                                                              -------------     ------------
(LOSS) FROM OPERATIONS                                           (99,914)        (193,095)
                                                              -------------     ------------
OTHER INCOME (EXPENSE):
   Interest income                                                    48               -
   Interest expense                                              (49,783)         (58,775)
   Beneficial conversion feature of convertible debt                   -         (113,000)
   Amortization of loan fees                                     (30,000)               -
                                                              -------------     ------------
          Net Other Income (Expense)                             (79,735)        (171,775)
                                                              -------------     ------------
(LOSS) FROM CONTINUING OPERATIONS                               (179,649)        (364,870)
                                                              -------------     ------------
DISCONTINUED OPERATIONS:
   (Loss) from operations of discontinued subsidiaries                 -         (149,745)
   Gain on disposal of subsidiary                                      -        1,490,553
                                                              -------------     ------------
          Total Income From Discontinued Operations                    -        1,340,808
                                                              -------------     ------------

NET INCOME (LOSS)                                             $ (179,649)       $ 975,938
                                                              =============     ============
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED:
   Continuing operations                                         $ (0.01)         $ (0.06)
   Discontinued operations:
       Loss from operations                                            -            (0.03)
       Gain on disposal                                                -             0.25
                                                              -------------     ------------
                                                                 $ (0.01)          $ 0.16
                                                              =============     ============
WEIGHTED AVERAGE COMMON  SHARES OUTSTANDING,
   BASIC  AND DILUTED                                         12,657,459        6,032,771
                                                              =============     ============

</TABLE>






           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                                     Page 4
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED MARCH 31, 2003 (Unaudited)

<TABLE>
<CAPTION>
                                           COMMON STOCK       Additional   Accumulated  (TotaliStockholders'
                                       Shares        Amount     Paid In     (Deficit)     Equity (Deficit)
                                      ----------------------------------------------------------------------
<S>                                  <C>         <C>          <C>         <C>             <C>
Balances, December 31, 2002           10,873,392 $10,813,330  $2,870,167  $ (16,150,421)  $ (2,466,924)

Common stock issued for services          57,000      11,280           -            -           11,280

Conversion of convertible debt and       578,849      78,500           -            -           78,500
accrued interest

Stock issued in private placement,     2,385,326     175,640           -            -          175,640
net of offering costs of $19,491

Fair market value of repriced warrants         -           -      30,000            -           30,000
Exercise of warrants                     300,000      36,000           -            -           36,000

Net (loss) for the period                      -           -           -       (179,649)      (179,649)
                                      ----------------------------------------------------------------------
Balances, March 31, 2003              14,194,567 $11,114,750  $2,900,167  $ (16,330,070)  $ (2,315,153)
                                      ======================================================================

</TABLE>






           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                                     Page 5
<PAGE>


              POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                 For the three months ended March 31,
                                                                 -----------------------------------
                                                                         2003              2002
                                                                    ------------      --------------
<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                       $ (179,649)       $ (364,870)
        Beneficial conversion feature of convertible debt                    -           113,000
        Stock issued for services                                       11,280            29,050
        Fair market value of repriced warrants                          30,000                 -
   Changes in assets and liabilities
        Accounts receivable                                                  -           (30,000)
        Inventories                                                          -                 -
        Prepaid Expenses                                               (10,938)                -
        Accounts payable and accrued expenses                          (59,452)           70,971
                                                                    ------------      --------------
            Net Cash (Used in) Operating Activities                   (208,759)         (181,849)
                                                                    ------------      --------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:

            Net Cash (Used in) Investing Activities                          -                 -
                                                                    ------------      --------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                              195,131            50,000
   Payment of offering costs                                           (19,491)           (5,000)
   Proceeds from exercise of warrants                                   36,000                 -
                                                                    ------------      --------------
            Net Cash Provided by Financing Activities                  211,640            45,000
                                                                    ------------      --------------

INCREASE (DECREASE) IN CASH                                              2,881          (136,849)

CASH, beginning of period                                                9,318           142,754
                                                                    ------------      --------------
CASH, end of period                                                   $ 12,199           $ 5,905
                                                                    ============      ==============

</TABLE>








           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                     Page 6
<PAGE>


1. BASIS OF PRESENTATION

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 Pollution Research and Control Corp.
included in our Form 10-KSB for the fiscal year ended December 31, 2002.

2. STOCKHOLDERS' EQUITY

During the three months ended March 31, 2003, the Company sold 2,385,326 shares
of common stock for $195,131, $50,000 of which had been received prior to
December 31, 2002, and had been recorded as a liability. The Company paid a
$19,491 placement fee to a company controlled by its President and CEO. 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 57,000
shares of its common stock for services, valued at $11,800, the fair market
value of the stock on the date issuable.

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.

At March 31, 2003, the Company offered to reprice warrants to purchase 260,191
shares of common stock issued as incentive to exercise warrants from $4.00 per
share to $0.10 per share. The repriced warrants will be valued at the fair
market value using the Modified Black-Scholes European pricing model and will be
recorded as a reduction of the net proceeds generated from the subsequent
exercise of the warrants. Subsequent to period end, the warrants to purchase
260,191 shares of common stock were exercised for proceeds of $26,019.

Subsequent to period end and through the date of this report, the Company sold
667,500 shares of common stock for $44,708.

3. CONVERTIBLE DEBT

During the three months ended March 31, 2003, certain convertible debt holders
converted debt of $35,000 to 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 319,852 shares of the Company's common stock.

4. BRIDGE NOTE

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 may be 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. The
Company paid a $7,500 loan fee to a company owned by its President and Chief
Executive Officer.


                                     Page 7
<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 May 14, 2003, and we undertake no duty to update this
information. If events occur subsequent to May 14, 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 JPL to
develop technology for our bio-terrorism detection equipment. The agreement
provides that JPL will develop its proprietary bacterial spore detection
technology for integration into our existing aerosol monitoring system. We
anticipate this project be completed by the end of our third quarter 2003,
though we may terminate the agreement at any time with written notice. We are
entitled to receive a non-exclusive, royalty-free license to any technology
developed under the terms of the agreement. The estimated cost of the project to
us is $249,000. As of the date of this report, we have paid NASA $165,000
towards the project.

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. Our consultant identified a grant opportunity and
developed and submitted a proposal to the Defense Advanced Research Projects
Agency. At this time, we have not received any portion of these grants, and
cannot assure you that we will receive any portion in


                                     Page 8
<PAGE>


the future.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 three month periods ended
March 31, 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

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.


                                     Page 9
<PAGE>


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 have been made.

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 $-0- during the three months ended March 31, 2003
and 2002.

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 March 31, 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 three months ended
March 31, 2003, have been reclassified to conform to the current year
presentation.

NEW ACCOUNTING PRONOUNCEMENTS

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


                                    Page 10
<PAGE>

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 is not expected to have a
material effect on our consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of SFAS  Statement No. 13, and  Technical  Corrections
("SFAS 145").  This statement  rescinds the requirement in SFAS No. 4, Reporting
Gains and Losses from  Extinguishment of Debt, that material gains and losses on
the extinguishment of debt be treated as extraordinary items. The statement also
amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between
the accounting for  sale-leaseback  transactions  and the accounting for certain
lease   modifications   that  have   economic   effects   that  are  similar  to
sale-leaseback   transactions.   Finally   the   standard   makes  a  number  of
consequential and other technical corrections to other standards. The provisions
of the statement  relating to the  rescission of SFAS 4 are effective for fiscal
years beginning after May 15, 2002.  Provisions of the statement relating to the
amendment of SFAS 13 are  effective  for  transactions  occurring  after May 15,
2002,  and the other  provisions  of the  statement  are effective for financial
statements  issued on or after May 15, 2002.  We have  reviewed SFAS 145 and our
adoption is not expected to have a material effect on our consolidated financial
statements.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
was effective for us 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 do not believe that the new standard will
have a material impact on our financial statements.

RESULTS OF OPERATIONS

THREEMONTHS  ENDED MARCH 31, 2003  COMPARED TO THE THREE  MONTHS ENDED MARCH 31,
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 March 31, 2003, compared
to $30,000 for the three months ended March 31, 2002. This decrease was due to
no sales during the three months ended March 31, 2003, as compared to the sale
of one Model 7001 during the three months ended March 31, 2002.

COST OF SALES. Cost of sales were $-0- for the three months ended March 31,
2003, compared to $8,600 or 29% of sales for the three months ended March 31,
2002.

GROSS MARGIN. Gross margin was 71% of net revenues for the three months ended
March 31, 2002.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased $114,581, or 53%, to $99,914 for the three
months ended March 31, 2003, from $214,495 for the three months ended March 31,
2002. The decrease in selling, general and administrative expense primarily is a
result of decreased legal and accounting 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 decreased $185,221, or 51%, to
($179,649) for the three months ended March 31, 2003, as compared to ($364,870)
for the three months ended March 31, 2002. The decrease is primarily due to a
substantial reduction in selling, general and administrative expenses.


                                    Page 11
<PAGE>


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 three months
ended March 31, 2003, was ($208,759), and during the three months ended March
31, 2002, was ($181,849). Net cash provided by (used in) our investing
activities was $-0- during the three months ended March 31, 2003 and 2002. Net
cash provided by financing activities during the three months ended March 31,
2003, was $211,640, and during the three months ended March 31, 2002 was
$45,000.

Our total cash and cash equivalent balance at March 31, 2003, was $12,199, as
compared to March 31, 2002, which was $5,905. 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 three months ended March 31, 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.

                                    Page 12
<PAGE>


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 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.
We did not raise these funds. 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 under Ex-Im Bank authorization 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 may be 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.

Our working capital deficit at March 31, 2003, was $2,315,153. 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 three months ended March 31, 2003, we sold 2,385,326 shares of common
stock for $195,131, $50,000 of which was received prior to December 31, 2002,
and was recorded as a liability. In connection with this financing, we paid a
placement fee in the amount of $19,491 to a company controlled by our President
and Chief Executive Officer.

In connection with current and near-future financing, we intend to continue to
pay a 10% placement fee to a company controlled by our President and Chief
Executive Officer for any money raised.

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

                                    Page 13
<PAGE>


and our actual results may differ  substantially  from those  discussed in these
forward-looking statements.

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. 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
$16.3 million as of March 31, 2003. During the three months ended March 31,
2003, we incurred a net loss of $180,000. 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


                                    Page 14
<PAGE>


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.

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  March  31,  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:


<TABLE>
<CAPTION>
                            ASSUMED CONVERSION PRICE


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

PERCENT OF OUTSTANDING
COMMON STOCK PRIOR TO ISSUANCE         54.7%           36.2%           27.1%

</TABLE>

                                    Page 15
<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 March 31, 2003, we have granted options and warrants to purchase a total
of 4,632,751 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.

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


                                    Page 16
<PAGE>


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.

        Within 90 days prior to the filing date of our quarterly report on Form
10-QSB, 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. Based on this evaluation, our principal executive officer and
principal 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 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 error 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. The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.


                                     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


                                    Page 17
<PAGE>


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 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

        99.1 Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 dated May 15, 2003.

        99.2 Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 dated May 15, 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.

                      POLLUTION RESEARCH AND CONTROL CORP.



DATE MAY 15, 2003                   /S/ JACQUES TIZABI
                                    -------------------------------------------
                                    BY:     JACQUES TIZABI
                                    ITS:    PRESIDENT, CHIEF EXECUTIVE OFFICER
                                            AND CHAIRMAN OF THE BOARD



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                     OF POLLUTION RESEARCH AND CONTROL CORP.

I, Jacques Tizabi, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Pollution Research
and Control Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;


                                    Page 18
<PAGE>


3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a. Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c. Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a. All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003





                          BY: /S/ JACQUES TIZABI
                          ----------------------------
                                JACQUES TIZABI
                            CHIEF EXECUTIVE OFFICER



                                    Page 19
<PAGE>



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                     OF POLLUTION RESEARCH AND CONTROL CORP.

I, Michael Collins, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Pollution Research
and Control Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a. Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c. Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a. All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and b. Any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003



                              BY: /S/ MICHAEL COLLINS
                              ---------------------------
                                    MICHAEL COLLINS
                                 CHIEF FINANCIAL OFFICER



                                    Page 20