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 JUNE 30, 2001

                                       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)

               DELAWARE                                   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 August 14, 2001, there were 34,035,711 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 June 30, 2001 (Unaudited) and
         December 31, 2000 (Audited)

         Condensed Consolidated Statements of                              4
         Operations (Unaudited) for the three months
         ended June 30, 2001 and 2000 and for the six
         months ended June 30, 2001 and 2000.

         Condensed Consolidated Statements of Cash                         5
         Flows (Unaudited) for the six months ended

         June 30, 2001 and 2000

         Condensed Consolidated Statements of Stockholders'                6
         Equity (Unaudited) for the period January 1, 2001
         through June 30, 2001.

         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


                                       2
<PAGE>

                        WORLDWATER CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                       June 30, 2001 and December 31, 2000

<TABLE>
<CAPTION>
       Assets                                                                    06/30/2001             12/31/2000
                                                                                ------------           ------------
<S>                                                                             <C>                    <C>
Current Assets:
    Cash                                                                        $     62,933           $     67,229
    Accounts receivable, net of allowance for
        doubtful accounts of $10,000                                                  53,862                106,313
    Inventory                                                                         65,756                 88,707
    Prepaid expenses                                                                   2,500                  6,654
                                                                                ------------           ------------
       Total Current Assets                                                          185,051                268,903
    Equipment and leasehold improvements, net                                        140,139                158,123
    Deposits                                                                          24,017                 14,273
                                                                                ------------           ------------
       Total Assets                                                             $    349,207           $    441,299
                                                                                ============           ============

       Liabilities and Stockholders' (Deficiency)

Current Liabilities:
    Line of Credit                                                              $     50,191           $     50,388
    Notes payable                                                                     77,000                  7,000
    Notes payable, related parties                                                    55,000                 41,000
    Current maturities of long-term debt                                             155,500                163,480
    Accounts payable                                                                 282,950                161,040
    Accrued interest                                                                  97,837                 89,842
    Accrued salaries                                                                 118,950                118,950
    Accrued payroll taxes                                                             91,648                 18,630
    Customer deposits                                                                  1,927                 14,446
    Other accrued expenses                                                             7,111                 10,089
                                                                                ------------           ------------
       Total Current Liabilities                                                     938,114                674,865
    Long-term debt                                                                    23,726                 20,480
                                                                                ------------           ------------
       Total Liabilities                                                             961,840                695,345
                                                                                ------------           ------------
Stockholders' Equity:
    Preferred Stock 7% Convertible,$.01 par value; authorized
       10,000,000; issued and outstanding at June 30, 2001:
                   Series A  1,161,055 shares                                         11,611                 11,111
                   Series B  611,111 shares                                            6,111                  6,111
    Common stock, $.001 par value; authorized 50,000,000;
       issued and outstanding 34,035,711 and 32,330,811
       shares at June 30, 2001 and December 31, 2000, respectively                    34,036                 32,331
    Additional paid-in capital                                                    11,345,895             10,844,423
    Accumulated other comprehensive loss                                              (4,403)                    --
    Accumulated deficit                                                          (12,005,883)           (11,148,022)
                                                                                ------------           ------------
       Total Stockholders' (Deficiency)                                             (612,633)              (254,046)
                                                                                ------------           ------------
       Total Liabilities and Stockholders' (Deficiency)                         $    349,207           $    441,299
                                                                                ============           ============
</TABLE>

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


                                       F-3
<PAGE>

                        WORLDWATER CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
               For the three months ended June 30, 2001 and 2000,
              and for the six months ended June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                                           3 Month                      6 Month
                                                                   6/30/2001      6/30/2000      6/30/2001      6/30/2000
                                                                 ------------   ------------   ------------   ------------
<S>                                                              <C>            <C>            <C>            <C>
Revenue:
    Equipment sales                                              $     25,565   $         --   $     25,565   $     66,559
    Service Grant                                                      40,000         40,283        120,000        116,843
                                                                 ------------   ------------   ------------   ------------
        Total Revenue                                                  65,565         40,283        145,565        183,402
                                                                 ------------   ------------   ------------   ------------
Cost of Goods Sold                                                     28,105         26,298         76,381        108,505
                                                                 ------------   ------------   ------------   ------------
Gross Profit                                                           37,460         13,985         69,184         74,897
                                                                 ------------   ------------   ------------   ------------
Operating Expenses:
    Research and development expense                                   88,025         81,407        182,146        184,669
    Marketing, general and administrative expenses                    382,177        561,995        731,380        801,632
                                                                 ------------   ------------   ------------   ------------
        Total Expenses                                                470,202        643,402        913,526        986,301
                                                                 ------------   ------------   ------------   ------------
Loss from Operations                                                 (432,742)      (629,417)      (844,342)      (911,404)
                                                                 ------------   ------------   ------------   ------------
Other Expense (Income)
    Interest expense                                                    7,392         38,972         11,630         58,135
    Interest income                                                        (6)       (11,696)          (168)       (12,329)
    Other                                                               2,695        (54,806)         2,057        (78,233)
                                                                 ------------   ------------   ------------   ------------
        Total Other Expense (Income), Net                              10,081        (27,530)        13,519        (32,427)
                                                                 ------------   ------------   ------------   ------------

Net Loss                                                            ($442,823)     ($601,887)     ($857,861)     ($878,977)
                                                                 ============   ============   ============   ============

Net Loss per Common Share:                                       $      (0.01)  $      (0.02)  $      (0.03)  $      (0.03)
                                                                 ============   ============   ============   ============

Shares used in Per Share Calculation:
     Average                                                       32,984,364     31,459,584     33,339,702     29,516,762
                                                                 ============   ============   ============   ============
</TABLE>

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


                                       F-4
<PAGE>

                        WORLDWATER CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 For the six months ended June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                    2001              2000
                                                                                    ----              ----
<S>                                                                             <C>               <C>
Cash Flows from Operating Activities:
    Net loss                                                                    $  (857,861)      $  (878,979)
    Adjustments to reconcile net loss to
       net cash used in operating activities:
           Depreciation                                                              17,984             9,000
           Issuance of options for services                                          12,207                --
           Issuance of stock for services                                            11,010                --
           Changes in assets and liabilities:
               Accounts receivable                                                   52,451           126,711
               Inventory                                                             22,951           (12,382)
               Prepaid expenses                                                       4,154             4,031
               Accounts payable and accrued expenses                                179,431          (284,038)
               Accrued interest                                                       7,995          (266,536)
               Accrued salaries                                                          --           (51,700)
                                                                                -----------       -----------
                   Net Cash Used in Operating Activities                           (549,678)       (1,353,893)
                                                                                -----------       -----------

Cash Flows from Investing Activities:
    Purchase of equipment and leasehold improvements                                     --           (70,213)
    (Increase) in other assets                                                           --           (52,500)
    (Increase) in deposits                                                           (9,744)               --
                                                                                -----------       -----------
                   Net Cash Used in Investing Activities                             (9,744)         (122,713)
                                                                                -----------       -----------

Cash Flows from Financing Activities:
    Decrease in Line of Credit                                                         (197)               --
    Proceeds from issuance of notes payable                                         114,500                --
    Payments on notes payable                                                       (30,500)         (193,150)
    Payments on long-term debt                                                       (4,734)               --
    Proceeds from exercise of warrants                                               91,000           456,617
    Proceeds from issuance of common stock                                          368,880         1,513,781
    Private placement issuance costs                                                (24,420)               --
    Proceeds from issuance of preferred stock                                        45,000                --
                                                                                -----------       -----------
                   Net Cash Provided by Financing Activities                        559,529         1,777,248
                                                                                -----------       -----------

Effective exchange rate changes on cash                                              (4,403)               --
                                                                                -----------       -----------

Net Increase (Decrease) in Cash                                                      (4,296)          300,642
Cash and cash equivalents at Beginning of Year                                       67,229           195,300
                                                                                -----------       -----------

Cash at End of Second Quarter                                                   $    62,933       $   495,942
                                                                                ===========       ===========
</TABLE>

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


                                       F-5
<PAGE>

                        WORLDWATER CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                       For the Period Ended June 30, 2001

<TABLE>
<CAPTION>
                                                                                                         Additional      Additional
                                                                                                           Paid-In         Paid-In
                                                     Common Stock                Preferred Stock           Capital         Capital
                                                Shares       Par Value        Shares       Par Value       (Common)      (Preferred)
                                             -----------    -----------    -----------    -----------    -----------     -----------

<S>                                           <C>           <C>              <C>               <C>       <C>               <C>
Balance, December 31, 2000                    32,330,811    $    32,331      1,722,166         17,222    $ 9,461,695       1,382,728
Issuance of preferred stock
  for services - Series A                             --             --         50,000            500             --          44,500

Issuance of common stock
  for cash                                       988,000            988             --             --        245,285              --

Private placement issuance
  costs                                               --             --             --             --        (24,420)             --

Issuance of common stock
  for warrants exercised                         318,750            319             --             --         90,681              --

Issuance of common stock
  for options                                    398,150            398             --             --        122,209              --

Issuance of options for services                      --             --             --             --         12,207              --

Issuance of warrants for services                     --             --             --             --         11,010              --

Net loss                                              --             --             --             --             --              --

Total comprehensive loss                              --             --             --             --             --              --
                                             -----------    -----------    -----------    -----------    -----------     -----------
Balance, June 30, 2001                        34,035,711    $    34,036      1,772,166    $    17,722    $ 9,918,667     $ 1,427,228
                                             ===========    ===========    ===========    ===========    ===========     ===========
</TABLE>


                                    Accumulated
                                       Other
                                    Comprehensive    Accumulated
                                      Income           Deficit          Total
                                    -------------   ------------     ----------

Balance, December 31, 2000                    --    ($11,148,022)   ($ 254,046)
Issuance of preferred stock
  for services - Series A                     --              --        45,000

Issuance of common stock
  for cash                                    --              --       246,273

Private placement issuance
  costs                                       --              --       (24,420)

Issuance of common stock
  for warrants exercised                      --              --        91,000

Issuance of common stock
  for options                                 --              --       122,607

Issuance of options for services              --              --        12,207

Issuance of warrants for services             --              --        11,010

Net loss                                  (4,403)       (857,861)           --

Total comprehensive loss                      --              --      (862,264)
                                    ------------    ------------    ----------
Balance, June 30, 2001              ($     4,403)   ($12,005,883)   ($ 612,633)
                                    ============    ============    ==========

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


                                       F-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-KSB
      dated  April 15,  2001,  all  previously  filed  with the  Securities  and
      Exchange Commission.

2.    NET LOSS PER SHARE

      Net loss per  share for the six  months  ended  June 30,  2001 and 2000 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.    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 six months ended June
      30, 2001,  the Company has recognized  $120,000 of a technology  grant for
      the development of solar powered drip irrigation  funded by the Department
      of Energy and the New Jersey Board of Public  Utilities.  The total amount
      available under the grant is $120,000.

4.    PREFERRED STOCK

      As of June 30,  2001 the  Company  has  1,161,055  shares  of Series A and
      611,111  Series B 7% three year  Convertible  Preferred  Stock  issued and
      outstanding.  The  dividends are payable  annually  based on its per share
      value.  As of June 30,  2001,  the Company  was in arrears  for  dividends
      payable  to its Series A  Preferred  Stock  shareholders  in the amount of
      $70,000.


                                       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-QSB  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  Corporation  is a water and power  solutions  company that  provides
proprietary  solar  pumping  and  lighting   equipment,   water  management  and
engineering  assessments,  and project  financing to governments and the private
sector of emerging nations.  The Company fills a major  infrastructural  void by
acting as  contractor,  implementer,  key  equipment  supplier  and  water/power
manager for rural communities, delivering clean water from deep wells and rivers
for  drinking  and  irrigation  with  its  proprietary  solar  pumps  and  solar
electrical  systems.  There are literally millions of such targeted  communities
comprising  WorldWater Corp.'s  international  market. 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 mission of the Company is to be the leading  provider of solar powered water
supply and electricity for emerging nations throughout the world.

During  the early  stage of market  penetration,  marketing  and  related  costs
invariably  exceed revenues.  WorldWater is unique among its competition in that
it does not merely  solicit and await tendered  contracts  from emerging  market
governments  or  international  agencies,  but  actively  initiates  projects by
proposing rural water and power solutions to key  decision-makers at the highest
government  levels.  Once WorldWater  obtains  recognition and acceptance at the
highest  levels,  project  development  meetings  are  held  with  international
financing agency  decision-makers  and other national and local level officials.
After financing is in place,  engineering assessment,  community preparation and
equipment installation are effected,  leading to completion of turnkey programs.
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 six months ended June 30, 2001 revenue  decreased  slightly to
$145,565  from  $183,402 in the same period of 2000.  The Company  continues  to
target its sales  efforts  towards  large  contracts  and is involved in ongoing
negotiations pending contracts with several countries including the Philippines,
Sri Lanka, Pakistan, Ethiopia and Somalia.

GROSS PROFIT.  Gross profit of $69,184 was  recognized  for the six months ended
June 30, 2001,  down from $74,897 for the same period in 2000.  Gross profit for
the three months ended June 30, 2001 was $37,460 as compared to $13,985 in 2000.
Cost of sales  for the six  months  was  $76,381,  down from  $108,505  from the
previous  period.  Cost of sales for the  three  month  period  was  $28,105  as
compared to $26,298 for the same period in 2000. The operating loss was $844,342
for the six months in 2001  compared to an  operating  loss of $911,404  for the
same period in 2000. For the three months ended June 30, 2001 the operating loss
was $432,742 as compared to $629,417 in 2000.

MARKETING,  GENERAL AND  ADMINISTRATIVE.  Marketing,  general and administrative
expenses  decreased by $70,252 in the six month  period  ending June 30, 2001 to
$731,380, down from $801,632 in the same period of 2000. Marketing,  general and
administrative  expenses  decreased  $179,818  during the three month  period to
$382,177  as compared to  $561,995  during the three month  period in 2000.  The
decrease is primarily due to lower travel  expenditures  which can be attributed
to the use of the office and  qualified  staff  located in the  Philippines  and
consultants in other key countries.

RESEARCH AND DEVELOPMENT.  Research and development  expenses decreased slightly
by $2,523 for the six month period to $182,146,  down from  $184,669 in the same
period of 2000.  Research and development  expenses  increased  slightly for the
three  month  period by $6,618 to $88,025 as  compared  to $81,407 in 2000.  The
Company has several water and solar  products in various  stages of research and
development.  New products under development  include solar water stations.  The
solar  water  stations  will be a turnkey  water  system  that will house in one
central  location  all  needed  technology  for the  retail  dispensing  of safe
drinking  water to the local  populace who will pay by custom  WorldWater  debit
cards  ("SmartCard").  The first  shipment  of these  systems is expected in the
fourth quarter of this year.

INCOME TAXES. The Company recognized no income tax expense for 2001, and 2000 to
date. The Company has net operating loss carry-forwards resulting in a potential
federal tax benefit to the Company as of January 1, 2001 of  approximately  $9.2
million.  During 2000 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  $163,887 in 2000 and  $475,285 in 1999 and has applied to
sell its loss carry-forwards again in fiscal year 2001.


                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents  decreased slightly by $4,296 to $62,933
from  December  31,  2000 to June  30,  2001.  The net  cash  used in  operating
activities  during  this six  month  period  in 2001 was  $549,678  compared  to
$1,353,893 in 2000.

The Company was able to raise  $91,000 from the  exercise of Warrants,  $122,607
from the exercise of options and $246,273 through a private  placement of stock.
The Company was also able to enter into short term notes with individuals  which
totaled approximately $114,500. Cash provided by financing activities in the six
months ended June 30, 2001 was $559,529 compared to $1,777,248 in 2000.

As of June 30,  2001,  the Company was in arrears for  dividends  payable to its
Series A Preferred Stock shareholders in the amount of $70,000.

SALE OF SECURITIES DURING THE SECOND QUARTER 2001

      During the second quarter,  the Company issued 988,000  restricted  common
stock shares for cash proceeds totaling $245,750 and 322,500 unrestricted common
stock shares for cash proceeds totaling $101,500. For the six months ending June
30, 2001, the Company has issued 1,306,750  restricted  shares for cash proceeds
totaling $337,273 and 398,150 unrestricted common stock shares for cash proceeds
totaling $122,607.


                                       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: August 6, 2001                             WORLDWATER CORP.

By:   /s/Quentin T. Kelly                        By: /s/Terri Lyn Harris
      -------------------                            -------------------
         Quentin T. Kelly                            Terri Lyn Harris
         Chairman & CEO                              Vice President - Controller