UNITED STATES
                       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, 2000

                                       OR

             [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934
              FOR THE TRANSITION PERIOD FROM _________ TO _________

                                  -------------

                         Commission File Number 0-16936
                                WorldWater Corp.
             (Exact name of Registrant as specified in its charter)

                    NEVADA                                 33-0123045
        (State or other jurisdiction of                  (IRS Employer
        Incorporation or organization)                   Identification Number)

                   Pennington Business Park, 55 Route 31 South
             Pennington, New Jersey                                 08534
           (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (609) 818-0700


      Indicate by check mark whether the Registrant (1) has filed all reports
      required to be filed by Section 13 or 15 (d) of the Securities Exchange
      Act of 1934 during the preceding 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 the past 90 days.

                                  Yes X   No ____

As of the close of business on April 24, 2000, there were 31,058,500 shares of
the Registrant's Common Stock, $.001 par value, outstanding.

<PAGE>

WORLDWATER CORP.

QUARTERLY REPORT ON FORM 10-QSB

Part I.


FINANCIAL INFORMATION                                                  Page No.
                                                                       --------

Item 1.   Condensed Consolidated Financial Statements                       3
          Condensed Consolidated Balance Sheets
          as of March 31, 2000 (Unaudited) and
          December 31, 1999 (Audited)

          Condensed Consolidated Statements of                              4
          Operations (Unaudited) for the three months
          ended March 31, 2000 and 1999

          Condensed Consolidated Statements of Cash                         5
          Flows (Unaudited) for the three months ended
          March 31, 2000 and 1999

          Condensed  Consolidated  Statements of  Stockholders' Equity      6
          (Unaudited)  for the period  January  1,2000 through March 31,
          2000.

          Notes to the Condensed Consolidated                               7
          Financial Statements (Unaudited)


Item 2.   Management's Discussion and Analysis of                           8-10
          Financial Condition and Results of Operations



Part II. OTHER INFORMATION

Item 1    Signatures                                                        11

Item 2    Exhibit 27        Financial Data Schedule


                                        2
<PAGE>

                        WORLDWATER CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      March 31, 2000 and December 31, 1999

<TABLE>
<CAPTION>

       Assets                                                            03/31/2000     12/31/1999
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
Current Assets:
    Cash                                                                $ 1,092,566    $   195,300
    Accounts receivable, net of allowance for
        doubtful accounts of $-0- in 2000 and 1999                           65,417        162,061
    Inventory                                                                59,617         81,537
    Prepaid expenses                                                          1,000            500
                                                                        -----------    -----------
       Total Current Assets                                               1,218,600        439,398
                                                                        -----------    -----------
    Equipment and leasehold improvements, Net                                57,494         37,787
    Deposits                                                                  8,384          8,384
    Investment in Subsidiary                                                  2,500             --
                                                                        -----------    -----------
       Total Assets                                                     $ 1,286,978    $   485,569
                                                                        ===========    ===========

       Liabilities and Stockholders' Equity

Current Liabilities:
    Notes payable                                                       $    49,456    $   126,181
    Notes payable, related parties                                           70,295        112,145
    Current maturities of long-term debt                                    351,164        757,736
    Current maturities of long-term debt, related parties                        --         20,000
    Accounts payable                                                        204,999        362,966
    Accrued interest                                                        193,179        407,541
    Accrued salaries                                                        191,500        191,500
    Other accrued expenses                                                   93,044         95,750
                                                                        -----------    -----------
       Total Current Liabilities                                          1,153,637      2,073,819
                                                                        -----------    -----------
    Long-term debt                                                               --        200,000
                                                                        -----------    -----------
       Total Liabilities                                                  1,153,637      2,273,819
                                                                        -----------    -----------
Stockholders' Equity:
    Preferred Stock 7% Convertible,$.01 par value; authorized
       10,000,000; issued and outstanding 1,111,055 at March 31, 2000       999,950             --
    Common stock, $.001 par value; authorized 50,000,000;
       issued and outstanding 31,033,500 and 27,125,854
       shares at March 31, 2000 and December 31, 1999, respectively          31,034         27,126
    Additional paid-in capital                                            8,823,290      7,628,467
    Accumulated deficit                                                  (9,720,933)    (9,443,843)
                                                                        -----------    -----------
       Total Stockholders' Equity                                           133,341     (1,788,250)
                                                                        -----------    -----------
       Total Liabilities and Stockholders' Equity                       $ 1,286,978    $   485,569
                                                                        ===========    ===========
</TABLE>

 The Notes to Consolidated Financial Statements are an integral part of these
                                  statements.


                                        3
<PAGE>

                        WORLDWATER CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
               For the three months ended March 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                          2000            1999
                                                          ----            ----
<S>                                                  <C>             <C>
Revenue:
    Equipment sales                                  $     66,559    $     47,741
    Service                                                76,560              --
                                                     ------------    ------------
        Total Revenue                                     143,119          47,741
                                                     ------------    ------------
Cost of Goods Sold                                         82,207          74,551
                                                     ------------    ------------
Gross Profit                                               60,912         (26,810)
                                                     ------------    ------------
Operating Expenses:
    Research and development expense                      103,262          35,282
    Marketing, general and administrative expenses        239,637         147,502
                                                     ------------    ------------
        Total Expenses                                    342,899         182,784
                                                     ------------    ------------
Loss from Operations                                     (281,987)       (209,594)
Other Expense (Income)
    Interest expense                                       19,163          29,633
    Interest income                                          (633)             --
    Other                                                 (23,427)         (1,500)
                                                     ------------    ------------
        Total Other Expense (Income), Net                  (4,897)         28,133
                                                     ------------    ------------

Net Loss                                             $   (277,090)   $   (237,727)
                                                     ============    ============


Net Loss per Common Share:                           $      (0.01)   $      (0.01)
                                                     ============    ============

Shares used in Per Share Calculation:
    Average                                            27,469,014      21,340,721
                                                     ============    ============
</TABLE>

 The Notes to Consolidated Financial Statements are an integral part of these
                                  statements.


                                        4
<PAGE>

                        WORLDWATER CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               For the three months ended March 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                   2000           1999
                                                                   ----           ----
<S>                                                            <C>            <C>
Cash Flows from Operating Activities:
    Net loss                                                   $  (277,090)   $  (237,727)
    Adjustments to reconcile net loss to
       net cash used in operating activities:
           Depreciation                                              4,500          4,594
           Changes in assets and liabilities:
               Accounts receivable                                  96,644        (10,682)
               Inventory                                            21,920         18,673
               Prepaid expenses                                       (500)         5,335
               Accounts payable and accrued expenses              (160,673)       (89,996)
               Accrued interest                                   (214,362)            --
               Accrued salaries                                         --           (700)
                                                               -----------    -----------
                   Net Cash Used in Operating Activities          (529,561)      (310,503)
                                                               -----------    -----------

Cash Flows from Investing Activities:
    (Increase) in Other Assets                                      (2,500)          (534)
    Purchase of equipment and leasehold improvements               (19,707)            --
                                                               -----------    -----------
                   Net Cash Used in Investing Activities           (19,707)          (534)
                                                               -----------    -----------

Cash Flows from Financing Activities:
    Proceeds from issuance of notes payable                             --         53,500
    Payments on notes payable                                     (100,575)       (34,065)
    Proceeds from issuance of stock                              1,547,109        307,000
                                                               -----------    -----------
                   Net Cash Provided by Financing Activities     1,446,534        326,435
                                                               -----------    -----------

Net Increase (Decrease) in Cash                                    897,266         15,398
Cash at Beginning of Year                                          195,300          4,162
                                                               -----------    -----------

Cash at End of Year                                            $ 1,092,566    $    19,560
                                                               ===========    ===========
</TABLE>

 The Notes to Consolidated Financial Statements are an integral part of these
                                  statements.


                                        5
<PAGE>

                       WORLDWATER CORP. AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                      For the Period Ended March 31, 2000

<TABLE>
<CAPTION>
                                                                               Additional  Additional
                                                                                Paid-In     Paid-In
                                  Common Stock          Preferred Stock         Capital     Capital      Accumulated
                               Shares     Par Value   Shares      Par Value    (Common)   (Preferred)      Deficit          Total
                               ------     ---------   ------      ---------    --------   -----------      -------          -----
<S>                          <C>            <C>      <C>             <C>       <C>          <C>          <C>            <C>
Balance, December 31, 1999   27,125,854     27,126           -            -    7,628,467           -     (9,443,843)    (1,788,250)
Issuance of preferred stock
  for cash                                           1,111,055       11,111            -     988,839                       999,950
Issuance of common stock
  for cash                      950,000        950           -            -      189,050           -              -        190,000
Issuance of common stock
  for warrants exercised        305,000        305           -            -      101,195           -              -        101,500
Debt and accrued interest
  converted to common stock   2,364,807      2,365           -            -      862,219           -              -        864,584
Issuance of common stock
  for services                   16,000         16           -            -       14,984           -              -         15,000
Issuance of common stock
  for options                   271,839        272           -            -       27,375           -                        27,647
Net loss                              -          -           -            -            -           -        (277,090)     (277,090)
                             ----------   --------   ---------     --------  -----------   ---------    ------------     ---------
Balance, March 31, 2000      31,033,500   $ 31,034   1,111,055     $ 11,111  $ 8,823,290   $ 988,839    $ (9,720,933)    $ 133,341
                             ==========   ========   =========     ========  ===========   =========    ============     =========
</TABLE>

  The Notes to Consolidated Financial Statements are an integral part of these
                                   statements.


                                       6
<PAGE>

Part I. Item 1.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    BASIS OF PRESENTATION

      The accompanying  condensed  consolidated  financial  statements have been
      prepared by WorldWater Corp. (the  "Company"),  without audit, and reflect
      all adjustments  (consisting only of normal and recurring  adjustments and
      accruals) which are, in the opinion of management,  necessary to present a
      fair  statement  of the  results for the interim  periods  presented.  The
      statements  have been prepared in accordance  with the  regulations of the
      Securities  and  Exchange  Commission,  but omit certain  information  and
      footnote  disclosures  necessary to present the  statements  in accordance
      with generally accepted accounting  principles.  The results of operations
      for the interim periods  presented are not  necessarily  indicative of the
      results to be expected for the full fiscal year. These condensed financial
      statements should be read in conjunction with the financial statements and
      footnotes  thereto included as an exhibit to the Company's form 10-K dated
      April 15, 2000,  all  previously  filed with the  Securities  and Exchange
      Commission.

2.    NET LOSS PER SHARE

      Net loss per share for the three  months  ended March 31, 2000 and 1999 is
      computed  using the average  number of common shares of stock  outstanding
      during the period. Common stock equivalents are not considered in net loss
      per share because their effect would be anti-dilutive.

3.    CONVERSION OF DEBT

      During the three months ended March 31,  2000,  notes  payable and accrued
      interest totaling $903,000 were converted into equity.

4.    REVENUE RECOGNITION

      Revenue from equipment sales is recognized when the product is shipped and
      title has passed.  Revenue  from time and  material  service  contracts is
      recognized  as the  services are  provided.  During the three months ended
      March 31, 2000, the Company has recognized  $76,560 of a feasibility study
      conducted in the  Philippines and funded by the U.S. Trade and Development
      Agency  (USTDA).  The  total  amount  of the  study is  $235,000  of which
      $123,560  was  realized  in the fourth  quarter of fiscal  year 1999,  the
      remaining  $34,880  will be realized in the second  quarter of fiscal year
      2000.


                                        7
<PAGE>

Part I.  Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS

Statements  in this  quarterly  Report on Form  10-Q  concerning  the  Company's
outlook  or  future  economic  performance;   anticipated  profitability,  gross
billings,   commissions  and  fees,  expenses  or  other  financial  items;  and
statements  concerning  assumptions  made or  exceptions  to any future  events,
conditions, performance or other matter are "forward looking statements" as that
term is defined under the Federal  Securities Laws.  Forward looking  statements
are subject to risks,  uncertainties,  and other factors that could cause actual
results to differ  materially from those stated in such statements.  Such risks,
uncertainties and factors include, but are not limited to, (1) that there can be
no assurance  that the Company will grow  profitably  or manage its growth,  (2)
risks associated with acquisitions, (3) competition, (4) the Company's quarterly
results have fluctuated in the past and are expected to fluctuate in the future,
(5) the loss of services of key individuals  which could have a material adverse
effect on the Company's  business,  financial condition or operating results and
(6) risks associated with operating in emerging countries.


OVERVIEW

WorldWater Corp designs, develops and markets proprietary technology relating to
solar water  power,  including  solar power  products  and  international  water
management  consulting.  The Company's primary products are cost effective power
systems driven entirely by solar energy,  such as proprietary  water pumping and
solar electric systems. The Company's primary customers are developing countries
that require non-traditional means of fulfilling their energy and water needs.

The mission of the Company is to maintain its  leadership as principal  provider
of renewable energy and remote water supply for emerging nations  throughout the
world.

In mid-1997,  the Company made its first production  shipment of its proprietary
products  (to the  Philippines)  and has since begun  limited  operations  in 16
emerging  nations in Asia, Latin America and Africa.  The Company  currently has
contract   negotiations   underway  in  seven  emerging   countries   which,  if
successfully  concluded,  would result in a substantial  increase in revenues in
the year 2000.

During  the early  stage of market  penetration,  marketing  and  related  costs
invariably  exceed revenues.  Management  anticipates that as target markets for
its solar  powered  water  pumping  and  electric  equipment  become  more fully
developed, operating profits will be achieved.


                                        8
<PAGE>

RESULTS OF OPERATIONS

REVENUE.  For the  three  months  ended  March 31,  2000  revenue  increased  to
$143,119,  up from  $47,741 in the same period of 1999.  The primary  reason for
increased  revenue is due to  continued  sales of systems  in  Tanzania  and the
service  fees  received  from the U.S.  Trade  and  Development  Agency  for the
feasibility study conducted in the Philippines.

GROSS PROFIT.  Gross profit of $60,912 was recognized for the three months ended
March 31, 2000,  up from a loss of $26,810 for the same period in 1999.  Cost of
sales for the three  months  was  $82,207,  slightly  up from  $74,551  from the
previous  period.  The operating  loss was $281,987 for the three months in 2000
compared to an operating loss of $209,594 for the same period in 1999.

SELLING,  GENERAL AND ADMINISTRATIVE.  Sales and marketing expenses increased by
$92,135 in the three month period  ending  March 31, 2000 to  $239,637,  up from
$147,502 in the same period of 1999.  The  increase is  primarily  due to travel
expenses  incurred  while  negotiating   overseas   business.   The  Company  is
maintaining its current staffing levels. Assuming that contract negotiations now
underway are successfully  concluded, it will be necessary to recruit additional
staff to implement the contracts.

RESEARCH AND DEVELOPMENT.  Research and development  expenses  increased $67,980
for the  three-month  period to $103,262,  up from $35,282 in the same period of
1999.  The  Company has several  water and solar  products in various  stages of
research and  development.  The Company  continues to develop its Solar Off-Grid
Drip Irrigation System in conjunction with Rutgers  University of New Jersey and
has expanded this research to include  "brackish"  water for  irrigation.  These
developments  should  contribute  significantly  to the  Company's  agricultural
product offerings and revenues.

INCOME TAXES. The Company recognized no income tax expense for 2000, and 1999 to
date. The Company has net operating loss carry-forwards resulting in a potential
federal tax benefit to the Company as of January 1, 2000 of  approximately  $7.7
million.  During 1999 the Company's  application  to the New Jersey  Division of
Taxation and the New Jersey Economic Development  Authority to sell its State of
New Jersey  Corporate  Operating  Losses was  approved.  The new law was enacted
January 1, 1999 and allows emerging  technology  companies  involved in research
and  development  the  opportunity to sell their state loss  carry-forwards  and
research and  development  credits to profitable  companies in the state for not
less  than 75% of their  net tax  value.  The  Company  was able to sell its Net
Operating  Losses  for  $475,285  in 1999  and  plans  to apply to sell its loss
carry-forwards again in fiscal year 2000.


                                        9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents increased by $897,266 to $1,092,566 from
December 31, 1999 to March 31, 2000.  The net cash used in operating  activities
during  this  three-month  period in 2000 was  $529,561  compared to $310,503 in
1999.  The primary  reasons for the  consumption of cash in the first quarter of
2000 were to fund on-going operations and to pay down debt and accrued interest.

The Company's auditors have alleviated their going concern in their December 31,
1999 Annual Audit Report.  The Company has taken action to improve their Balance
Sheet  which has  resulted  in a positive  net worth as of March 31,  2000.  The
Company has  contacted  debt  holders  regarding  conversion  of their debt into
shares of common  stock  which  resulted in  approximately  $903,000 of debt and
accrued  interest  converted into equity.  The Company has also raised  $999,950
through a private sale of preferred stock and the Company continues to encourage
its warrant  holders to exercise  their  warrants  which  provided an additional
$100,000.  Cash provided by financing  activities in the three months that ended
March 31, 2000 was $1,446,534 compared to $326,435 in 1999.

SALE OF RESTRICTED SECURITIES DURING THE FIRST QUARTER 2000

The Company issued  3,907,646  restricted  common stock shares for cash proceeds
and debt conversions totaling $1,221,008.

THE YEAR 2000

The Company did not experience any problems relating to Year 2000 compliance.


                                       10
<PAGE>

Part 2.   Item 1

SIGNATURES
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereby duly authorized.

DATE:  April 26, 2000                             WORLDWATER CORP.


By: /s/ Quentin T. Kelly                          By: /s/ John A. Pell
    --------------------                              ----------------
    Quentin T. Kelly                                  John A. Pell
    Chairman & CEO                                    President/COO


                                       11