U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

{X}  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934.

For the Quarterly Period ended September 30, 1999

{ }  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act

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                           (IRS Employer
incorporation or organization)                            Identification Number)

                  506 Paula Avenue, Glendale, California 91201
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (818) 247-7601
                                 --------------
                (Issuer's telephone number, including area code)

Check whether the Small Business Issuer (1) has filed all reports required to be
filed by  Section  13 or 15(d) of the  Exchange  Act of 1934  during the past 12
months (or such  shorter  period that the  registrant  was required to file such
reports),  and (2) has been subject to such filing  requirements  of the past 90
days.

Yes X  No _

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

     Class                           Date              No. of Shares Outstanding
     -----                           -----             -------------------------
     Common                     November 8, 1999                4,036,770

Traditional Small Business Disclosure Format (check one):
YES X  No ___

                                       1
<PAGE>

                      POLLUTION RESEARCH AND CONTROL CORP.
                                   Form 10-QSB
               For the Nine-Month Period Ended September 30, 1999


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Part I   Financial Information

         Item 1.     Financial Statements:

                     Consolidated Balance Sheet                               3
                     Consolidated Statements of Operations                    5
                     Consolidated Statement of Shareholders Equity            7
                     Consolidated Statement  of Cash Flows                    8
                     Notes to Financial Statements                           10

         Item 2.     Management's Discussion and Analysis of
                     Financial Condition and Results of Operations           13

Part II  Other Information                                                   16

         Item 1      Legal Proceedings                                       16
         Item 6(b)   Reports on Form 8-K                                     16




                                       2

<PAGE>

                         PART 1 - FINANCIAL INFORMATION
                          Item 1. FINANCIAL STATEMENTS
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                   (Unaudited)

                                                                       As of
                                                                       09/30/99
                                                                       --------
CURRENT ASSETS

         Cash                                                         $  279,629

         Accounts receivable, trade, less allowance for doubtful       2,522,041
         accounts of $ 4,734

         Inventories (Note 2)                                          1,784,013

         Prepaid expenses (Note 3)                                       618,994

         Other current assets                                              8,214
                                                                      ----------

         TOTAL CURRENT ASSETS                                          5,212,891
                                                                      ----------

PROPERTY, EQUIPMENT AND LEASEHOLD
IMPROVEMENTS, less accumulated depreciation of $202,653                  102,569
                                                                      ----------

OTHER ASSETS

         Advances to joint venture                                       203,938

         Technical service center                                        600,000

         Other intangible assets                                          88,112

         Other assets                                                     12,140
                                                                      ----------

TOTAL OTHER ASSETS                                                       904,190
                                                                      ----------

TOTAL ASSETS                                                          $6,219,650
                                                                      ==========

See notes to financial statements

                                       3

<PAGE>

                           CONSOLIDATED BALANCE SHEET
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                   (Unaudited)

                                                                      As of
CURRENT LIABILITIES                                                   9/30/99
                                                                      -------

         Notes payable                                              $ 1,830,303

         Accounts payable                                               342,787

         Accrued expenses (Note 4)                                      320,993
                                                                    -----------

TOTAL CURRENT LIABILITIES                                             2,494,083
                                                                    -----------


DEFERRED RENT                                                            47,235
                                                                    -----------


SHAREHOLDERS' EQUITY : (Note 5)

         Preferred Stock, no par value; 20,000,000
             shares authorized, none issued and outstanding
         Common Stock, no par value; 30,000,000 shares
            authorized,  4,036,770 issued and outstanding             7,695,420
         Other paid in capital                                        1,106,216
         Accumulated deficit                                         (5,123,304)
                                                                    -----------


         TOTAL SHAREHOLDERS' EQUITY                                 $ 3,678,332
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 6,219,650
                                                                    ===========


See notes to financial statements

                                       4

<PAGE>
<TABLE>
<CAPTION>



                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                               Three Months
                                                            Ended September 30,
                                                        --------------------------
                                                            1999           1998
                                                        -----------    -----------

<S>                                                     <C>            <C>
Net Revenues                                            $ 2,814,886    $   944,754


Cost of goods sold                                        1,504,944        493,412
                                                        -----------    -----------
         Gross profit                                     1,309,942        451,342
                                                        -----------    -----------

Operating expenses:
         Selling, general and administrative expenses       860,319        513,687
         Research and development                            49,866          3,780
                                                        -----------    -----------
                  Total operating expenses                  910,185        517,467
                                                        -----------    -----------
         Income (loss)  from operations                     399,757        (66,125)


Other Income (Expense)
         Interest Expense                                  (141,096)        (7,935)
         Other income (expense)                              (5,020)         3,490
                                                        -----------    -----------

Income (loss) from continuing operations
         Before Income Taxes                                253,641        (70,570)
Provision for income taxes                                    1,600           --
                                                        -----------    -----------

Income (loss) from continuing operations                    252,041        (70,570)

Discontinued operations (Note 6)
         Income (loss) from discontinued operations            --            2,712
         Loss on disposal                                      --         (503,997)
                                                        -----------    -----------
                                                               --         (501,285)
                                                        -----------    -----------

Net Income                                              $   252,041    $  (571,855)
                                                        ===========    ===========

Earnings per share
         Net Income (loss) per share - basic
                  Continuing operations                 $       .06    $      (.03)
                                                        ===========    ===========
                  Discontinued operations               $      --      $      (.21)
                                                        ===========    ===========
         Net Income (loss) per share - diluted
                  Continuing operations                 $       .06    $      (.03)
                                                        ===========    ===========
                  Discontinued operations               $      --      $      (.21)
                                                        ===========    ===========
Weighted Average Shares
         Basic                                            3,893,770      2,399,689
                                                        ===========    ===========
         Diluted                                          4,572,578      2,399,689
                                                        ===========    ===========


See notes to financial statements

                                       5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                               Nine Months
                                                           Ended September 30,
                                                        --------------------------
                                                           1999            1998
                                                        -----------    -----------

<S>                                                     <C>            <C>
Net Revenues                                            $ 5,756,783    $ 2,174,672


Cost of goods sold                                        3,213,866      1,288,094
                                                        -----------    -----------
         Gross profit                                     2,542,917        886,578
                                                        -----------    -----------

Operating expenses:
         Selling, general and administrative expenses     1,614,993      1,189,877
         Research and development                            55,576         12,908
                                                        -----------    -----------
                  Total operating expenses                1,670,569      1,202,785
                                                        -----------    -----------
         Income (loss)  from operations                     872,348        316,207


Other Income (Expense)
         Interest Expense                                  (293,578)       (19,879)
         Other income (expense)                            (114,020)         3,529
                                                        -----------    -----------

Income (loss) from continuing operations
         Before Income Taxes                                464,750       (332,557)
Provision for income taxes                                    1,600           --
                                                                       -----------

Income (loss) from continuing operations                    463,150       (332,557)

Discontinued operations (Note 6)
         Income (loss) from discontinued operations            --         (108,550)
         Loss on disposal                                      --       (1,018,411)
                                                                       -----------
                                                               --       (1,126,961)
                                                        -----------    -----------

Net Income                                              $   463,150    $(1,459,518)
                                                        ===========    ===========

Earnings per share
         Net Income (loss) per share - basic
                  Continuing operations                 $       .13    $      (.15)
                                                        ===========    ===========
                  Discontinued operations               $      --      $      (.50)
                                                        ===========    ===========
         Net Income (loss) per share - diluted
                  Continuing operations                 $       .12    $      (.15)
                                                        ===========    ===========
                  Discontinued operations               $      --      $      (.50)
                                                        ===========    ===========

Weighted Average Shares
         Basic                                            3,499,648      2,245,518
                                                        ===========    ===========
         Diluted                                          3,997,402      2,245,518
                                                        ===========    ===========


See notes to financial statements

                                       6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                       POLLUTION RESEARCH AND CONTROL CORP. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                            For the Nine Months Ended September 30, 1999


                                                                                                             Other        Total
                 Series A Preferred Stock   Series B Preferred Stock      Common Stock         Paid In    Accumulated  Shareholders'
                    Shares       Amount       Shares       Amount     Shares        Amount     Capital      Deficit       Equity
                    -------------------       -------------------    -----------------------   -------      -------       ------

<S>                 <C>        <C>            <C>        <C>         <C>         <C>          <C>          <C>           <C>
BALANCE
12/31/98            220,000    $  2,200       450,000    $  4,500    2,368,439   $ 6,704,195  $   928,831  $(5,586,454)  $ 2,053,272

Issuance of
warrants with
note payable and
debentures                                                                                         76,085                     76,085

Issuance of                                                            100,000       175,000       20,000                    195,000
common
stock &
warrants under
compromise
agreement

Conversion of      (220,000)     (2,200)     (450,000)     (4,500)     670,000         6,700
Series A and
Series B
preferred stock
to common
stock

Issuance of                                                            848,331       731,375                                 731,375
common
stock net
of issuance
costs of
$ 74,875

Shares & warrants
issued for
consulting services                                                     50,000        78,150       81,300                    159,450

Net Income for         --          --            --          --           --            --           --        463,150       463,150
the nine           --------    --------    ----------    --------   ----------   -----------  -----------  -----------   -----------
months

Balance
September 30, 1999      -0-         -0-           -0-         -0-    4,036,770   $ 7,695,420  $ 1,106,216  $(5,123,304)  $ 3,678,332
                   ========    ========    ==========    ========   ==========   ===========  ===========  ===========   ===========





See notes to financial statements

                                                                 7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Unaudited)

                                                                          Nine Months
                                                                       Ended September 30
                                                                   --------------------------
                                                                       1999           1998
                                                                   -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>            <C>
Net Income (Loss)                                                  $   463,150    $(1,459,518)
Adjustments to reconcile net income to net cash
         used for operating activities:
         Loss on disposal of subsidiary                                   --        1,018,411
         Losses on disposed subsidiary                                    --           26,418
         Depreciation and amortization                                 100,156         82,775
         Deferred rent                                                  12,112         15,112
    Changes in operating assets and liabilities:
         Accounts receivable, trade, net                            (2,225,008)        44,545
         Inventories                                                   156,858        143,723
         Prepaid expenses                                             (454,544)          --
         Other current assets                                           (4,135)         8,177
         Other assets                                                  (12,140)           987
         Accounts payable                                               86,095        (60,326)
         Accrued liabilities                                            79,316        (12,620)
         Unearned revenue                                                 --         (143,695)
                                                                   -----------    -----------
Net cash used for operating activities                              (2,111,856)      (336,011)
                                                                   -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
         Loan fees                                                     (50,000)          --
         Proceeds from auction of equipment                               --          165,064
         Acquisition of property, equipment and leasehold
             improvements                                               (9,748)        (1,919)
                                                                   -----------    -----------
         Net cash used for investing activities                        (59,748)       163,145
                                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from private placements of stock                     731,375        362,070
         Advances on notes payable and line of credit                1,237,303        218,125
         Increase in amount due under Nutek settlement agreement       118,604           --
         Borrowings under long-term debt                               300,000           --
         Repayments of debt                                               --         (556,835)
                                                                   -----------    -----------
         Net cash provided by financing activities                   2,387,282         23,360
                                                                   -----------    -----------
NET INCREASE (DECREASE) IN CASH                                        215,678       (149,506)
CASH AT BEGINNING OF PERIOD                                             63,951        514,895
                                                                   -----------    -----------
CASH AT END OF PERIOD                                              $   279,629    $   365,389
                                                                   ===========    ===========
Supplemental Disclosure:
         Cash paid for:
                        Interest                                   $   291,745    $    19,879
                        Taxes                                      $     1,600    $      --



See notes to financial statements

                                              8
</TABLE>
<PAGE>


                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont)
                                   (Unaudited)

                                                                 Nine Months
                                                             Ended September 30
                                                             ------------------
                                                               1999       1998
                                                             --------   -------

Supplemental disclosure of noncash financing activities:
         Stock & warrants issued for:
                  Services                                   $ 39,862   $   --
                  Prepaid consulting services                 119,588       --
                  Loan fees                                    96,085       --
                  Debt repayment                              175,000       --






                                       9

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

The information  furnished herein reflects all  adjustments,  consisting only of
normal recurring adjustments, which are, in the opinion of management, necessary
to a fair  presentation  of the financial  statements for the period  presented.
Interim results are not necessarily indicative of results for a full year.

The  financial  statements  should  be read in  conjunction  with the  financial
statements  and notes thereto  included in the  Company's  annual report on Form
10-KSB for the year ended December 31, 1998.

2.   Inventories:

Inventories at September 30, 1999 consisted of the following:

            Raw Materials                                           $   855,394
            Work-in-Progress                                            451,149
            Finished Goods                                              477,470
                                                                    -----------
                                                                    $ 1,784,013
                                                                    ===========

3.   Prepaid Expense:

Prepaid expense at September 30, 1999 consists of:

            Prepaid facility fees under China Contract              $   463,611
            Prepaid consulting services                                 150,383
            Other                                                         5,000
                                                                    -----------
                                                                    $   618,994
                                                                    ===========

4.   Accrued Expenses:

Accrued expenses at September 30, 1999 consisted of the following:

            Accrued travel and other costs under China Contract     $   100,000
            Accrued payroll and related taxes                           161,862
            Accrued vacation                                             25,013
            Current portion of deferred rent                             23,012
            Other                                                        11,106
                                                                    -----------
                                                                    $   320,993
                                                                    ===========

5.   Shareholders' Equity:

During the third quarter of 1999, the Company received $305,750, net of issuance
costs,  from the  issuance  of  260,000  shares of common  stock  under  private
placements.  As part of the private  placements,  the Company issued  three-year
warrants to purchase  75,000 shares of common stock at $.75 and 75,000 shares at
$2.40.

In addition,  the Company  issued  50,000 shares of common stock and warrants to
purchase  100,000  shares of common stock at $.75 under a consulting  agreement.

                                       10
<PAGE>


During the second quarter of 1999, the Company received $229,500, net of $25,500
of issuance  costs,  from the issuance of 300,000 shares of common stock under a
private placement.

During the first quarter of 1999, the Company received $196,125,  net of $20,125
of issuance  costs,  from the issuance of 288,331 shares of common stock under a
private  placement.  As  part  of the  private  placement,  the  Company  issued
three-year  warrants  to  purchase  288,331  shares of common  stock at $.75 per
share.

During the first quarter of 1999 all of the holders of the Series A and Series B
preferred  stock  converted  their  shares to 670,000  shares of common stock in
accordance with the original conversion terms.

6.   Discontinued Operations:

In September 1999 the Company was advised that Chinese technicians and engineers
would not be able to obtain visas to Macau for training in a timely manner.  The
China State  Environmental  Protection  Agency (SEPA) dictated that training and
even  future  services  should be based on a localized  six city office  network
supplied by the Company.  Therefore,  on October 25, 1999 the Company  rescinded
the purchase of its Macau  training  center and retired  450,000  common  shares
which had been placed in escrow pending completion of the purchase.

7.   Notes Payable:

On October  7, 1999 the  Company  obtained  an  $800,000  working  capital  loan
guaranteed by the California  Export Finance Office (CEFO) and provided by World
Trade  Finance.  The  loan is at  prime  plus 3% and  requires  related  fees of
approximately  $30,000.  The  expiry  date is  December  15,  1999  and the loan
involves  a U.C.C.1  on the assets of the  Company  and will be repaid  with the
proceeds of the 4th shipment Letter of Credit on the China project.

The Company received a working capital loan of  approximately  $380,000 from MFR
Financial  Resources  Inc.  as  interim  accounts  payable  financing  with  the
intention  and  subsequent  actual  repayment  by the  CEFO  guaranteed  loan as
discussed above. The fees for this 30 day loan were an estimated $56,000.

On  September  1, 1999 the Company  entered  into 12%  subordinated  convertible
debenture  agreements  totaling  $300,000 due June 1, 2000.  The  debentures are
convertible  into the  Company's  common  stock at any time at the option of the
holder.  The  conversion  price is the lesser of 80% of the market  price of the
common stock on the date of conversion or $2.25. In addition, the Company issued
warrants to purchase  45,000 shares of the  Company's  common stock at $2.25 per
share to the debenture holders. Additional warrants to purchase 18,000 shares of
the Company's common stock at $2.25 were issued as loan fees.

In June,  1999 the Company entered into a compromise  settlement  agreement with
Fidelity Federal,  the major secured lender of Nutek. Under this agreement,  the
Company  agreed to repay $468,000  through  issuance of 100,000 shares of common
stock (valued at $1.75 per share on date of issuance) and payment on February 1,
2000  of the  remaining  balance  due,  including  interest  accruing  from  the
settlement  date at 12% per annum.  The  Company is  required  to  register  the
100,000  shares and sell them on behalf of Fidelity  Federal.  The net  proceeds
from the sale of these shares will be used to reduce the balance  owed  Fidelity
Federal under the settlement agreement. In addition, the Company issued warrants
to purchase  20,000  shares of the  Company's  common stock at $.75 per share to
Fidelity Federal as an inducement to enter into this settlement agreement.

On May  28,  1999  the  Company  entered  into an 18%  subordinated  convertible
debenture  agreement  for  $500,000  due  December  1, 1999.  The  debenture  is
convertible  into the  Company's  common  stock at any time at the option of the
holder.  The  conversion  price is the lesser of 80% of the market  price of the
common stock on the date of conversion or 115% of the market price of the common

                                       11
<PAGE>


stock on May 28, 1999. As part of this  agreement,  the Company  agreed to repay
$101,000 received from the debenture holder in 1998 that was previously reported
as income in 1998. In addition,  the Company paid $50,000 and issued warrants to
purchase 105,000 shares of the Company's common stock at $1.50 per share as loan
fees.

During  the  first  quarter  of 1999,  the  Company  borrowed  $100,000  under a
four-month  note,  bearing  interest at 11% per annum. In conjunction  with this
loan, the Company issued the note holder three-year  warrants to purchase 48,000
shares of common stock at $.75 per share.  The Company paid loan fees of $10,000
plus warrants to purchase an additional 5,000 shares of common stock at $.75 per
share. This note was subsequently increased to $300,000 with interest at 12% per
annum and is due in June, 2000.







                                       12

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULT OF OPERATIONS

General

The Company designs,  manufactures and markets automated  continuous  monitoring
instruments  used to detect and measure  various types of air pollution  through
its wholly-owned subsidiary, Dasibi Environmental Corp.

The Company experienced  operating losses during the three quarters ending March
31,  1999 as it geared up  operations  to  manufacture  and ship  product to the
People's  Republic  of China  pursuant  to a  contract  signed in June 1998 (The
"China Contract").  The Company shipped the first such product in June 1999. The
Company shipped the largest portion of the China Contract on September 30, 1999.
Successful  progress thus far has been largely due to obtaining  working capital
financing under a State of California (CEFO) guarantee.

A relatively minor shipment is due in the middle of November,  at which time all
equipment due will have been received in China.  Training as required  under the
contract is essentially complete. Installation and start-up is 40% complete. The
project status is ahead of schedule.

The Company's future operating  results may be affected by a number of important
factors,  including:  but not  limited to the  ability of the  Company to obtain
further  contracts  for  China;   uncertainties   relative  to  global  economic
conditions;  industry  factors;  the  availability  and cost of components;  the
Company's ability to develop,  manufacture and sell its products profitably; the
Company's ability to successfully increase its market share in its core business
while  expanding  its  products  base into other  markets;  the  strength of its
distribution  channels,  and the Company's ability to effectively manage expense
growth relative to revenue growth in anticipation of continued pressure on gross
margins.




                                       13

<PAGE>


RESULTS OF OPERATIONS

Three Months Ended  September 30, 1999,  versus Three Months Ended September 30,
1998

Net revenues  increased  198% from $944,754  during the third quarter of 1998 to
$2,814,886  during the third quarter of 1999.  The increase was primarily due to
shipment  of  product  under the China  Contract  which  substantially  exceeded
domestic and other international shipments.

Gross  profit  margin was 46% for the third  quarter of 1999  versus 48% for the
third  quarter of 1998,  which  range is  considered  normal  for the  Company's
business.

Selling,  general and administrative  expenses increased $346,632, or 67% during
the third quarter of 1999, versus the same period in 1998,  principally due to a
larger  workforce  required  to  perform  the  increased  manufacturing  demands
required by the China Contract.

As a result of the foregoing factors,  net operating income increased from a net
operating loss of ($70,570)  during the three months ended September 30, 1998 to
a net operating income of $252,041 during the three months ended June 30, 1999.

Nine Months Ended  September  30, 1999,  versus Nine Months Ended  September 30,
1998

Net  revenues  increased  164% from  $2,174,672  during  the nine  months  ended
September  30, 1998 to  $5,756,783  during the nine months ended  September  30,
1999.  The  increase  was  primarily  due to  product  shipment  under the China
Contract  which   substantially   exceeded  domestic  and  other   international
shipments.

Gross profit margin was 44% for the nine months ended  September 30, 1999 versus
41% for the nine months ended  September 30, 1998,  primarily  because of higher
margins on sales under the China Contract, versus margins on domestic shipments.

Selling,  general and administrative  expenses increased $425,116, or 36% during
the nine  months  ended  September  30,  1999,  versus the same  period in 1998,
principally  due  to a  larger  workforce  required  to  perform  the  increased
manufacturing demands required by the China Contract.

As a result of the foregoing factors,  net operating income increased from a net
operating loss of ($332,557)  during the nine months ended September 30, 1998 to
a net operating  income of $463,150  during the nine months ended  September 30,
1999.

Liquidity and Capital Resources

The  Company  has  historically  financed  its growth  and cash needs  primarily
through borrowings, and the public and private sales of its securities. See Note
7 of Notes to Consolidated  Financial  Statements for a discussion of borrowings
and financings  during the nine months ended  September 30, 1999. The low market
value of the Company's  securities and its unstable  operating  performance  has
severely  restricted the Company's access to capital,  and when capital has been
obtained it has been  necessarily  costly due to high interest costs and related
loan fees.

Net cash used in operating  activities  in the nine months ended  September  30,
1999,  amounted to  $2,111,856,  primarily  due to  expenditures  related to the
shipment of products to China and  contracted  installation  and  training.  The
Company's cash level increased 337% as compared to December 31, 1998,  primarily
due to private  placements of common stock  amounting to $731,000 and additional
borrowings of $1,537,000 resulting in a net increase of $215,700.

                                       14
<PAGE>


Working capital was $2,718,807 at September 30, 1999.

The Company has no material commitments for capital expenditures as of September
30, 1999. The Company has several short term  borrowings  which on the one hand,
have been budgeted for repayment from scheduled  payments from its China project
and, on the other,  have been  receptive to  extensions  if payments are delayed
past budget.  The Company has  experienced  a four month delay in its receipt of
"down payment deposit" funds on the China Contract equal to $450,000.  All other
payments have been received on such Contract albeit with delays by the Company's
banks.  At this  time,  there are no cash  shortfalls  in the  Company.  In this
position  the Company  believes it will be able to meet its current  obligations
with funds  generated from  operations  during the next twelve months.  However,
some  combinations of significantly  longer delay in "clearing" the down payment
deposits for the China project,  along with no extensions of some repayment loan
dates  would  have a  material  adverse  effect on the  Company's  business  and
financial  results.  In addition,  expanded  operations will continue to require
additional  working  capital to be provided  by  additional  financing.  If such
financing cannot be obtained, or can only be obtained at cost-prohibitive rates,
the Company's  expansion  efforts will have to be curtailed or postponed,  which
have a material adverse effect on the Company's business and financial results.

Inflation

The  Company  believes  that  inflation  has not had a  material  impact  on its
business.

Seasonality

The Company does not believe that its business is seasonal.

Year 2000 Compliance

General. The Company believes it has completed all internal efforts to avoid the
adverse effects of the Year 2000 issue.

State of Readiness.  The Company received  certifications of compliance from all
vendors deemed material to its business  operations  during the first quarter of
1999.

Contingency  Plans.  The Company  believes it should not rely  completely on key
vendor  compliance  certification.  Therefore costs are being incurred to enable
the Company to utilize  alternative  design procedures to allow alternate vendor
supply.  These design  changes are on-going and the costs are not expected to be
material.

Risks.  The  Company   presently  does  not  anticipate  any  material  business
disruption  will occur as a result of Year 2000 issues.  The greatest  potential
risk appears to be with federal, state and local governments.


                                       15
<PAGE>


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Not applicable

     (b)  The  Company  did not file any  reports  on Form 8-K  during the three
          months ended September 30 , 1999.




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<PAGE>

                                   Signatures


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                         POLLUTION RESEARCH AND CONTROL CORP.
                                         ------------------------------------
                                                     (Registrant)


Date: November 8, 1999                   By: /s/ Albert E. Gosselin
                                         --------------------------
                                         Albert E. Gosselin, Jr., President and
                                         Chief Executive Officer


Date: November 8, 1999                   By: /s/ Donald Ford
                                         -------------------
                                         Donald Ford
                                         Chief Financial Officer





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