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 SEPTEMBER 30, 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 November 10, 2000, there were 32,310,811 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 September 30, 2000 (Unaudited) and
             December 31, 1999 (Audited)

             Condensed Consolidated Statements of                           4
             Operations (Unaudited) for the three months
             ended September 30, 2000 and 1999 and for the nine
             months ended September 30, 2000 and 1999.

             Condensed Consolidated Statements of Cash                      5
             Flows (Unaudited) for the nine months ended
             September 30, 2000 and 1999

             Condensed Consolidated Statements of Stockholders'             6
             Equity (Unaudited) for the period January 1,
             2000 through September 30, 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
                    September 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
       Assets                                                                    09/30/2000            12/31/1999
       ------                                                                    ----------            ----------
<S>                                                                             <C>                   <C>
Current Assets:
    Cash                                                                        $    382,105          $    195,300
    Accounts receivable, net of allowance for
        doubtful accounts of $-0- in 2000 and 1999                                    60,432               162,061
    Inventory                                                                        139,236                81,537
    Prepaid expenses                                                                  20,627                   500
                                                                                ------------          ------------
       Total Current Assets                                                          602,400               439,398
                                                                                ------------          ------------
    Equipment and leasehold improvements, Net                                        154,546                37,787
    Deposits                                                                           8,492                 8,384
                                                                                ------------          ------------
       Total Assets                                                             $    765,438          $    485,569
                                                                                ============          ============
       Liabilities and Stockholders' Equity

Current Liabilities:
    Notes payable                                                               $     53,421          $    126,181
    Notes payable, related parties                                                    27,295               112,145
    Current maturities of long-term debt                                             155,500               757,736
    Current maturities of long-term debt, related parties                                 --                20,000
    Accounts payable                                                                 176,707               362,966
    Accrued interest                                                                  95,949               407,541
    Accrued salaries                                                                 118,950               191,500
    Other accrued expenses                                                            51,501                95,750
                                                                                ------------          ------------
       Total Current Liabilities                                                     679,323             2,073,819
                                                                                ------------          ------------
    Long-term debt                                                                        --               200,000
                                                                                ------------          ------------
       Total Liabilities                                                             679,323             2,273,819
                                                                                ------------          ------------
Stockholders' Equity:
    Preferred Stock 7% Convertible,$.01 par value; authorized
       10,000,000; issued and outstanding at September 30, 2000:
                   Series A  1,111,055 shares                                         11,111                    --
                   Series B  611,111 shares                                            6,111                    --
    Common stock, $.001 par value; authorized 50,000,000;
       issued and outstanding 32,219,311 and 27,125,854
       shares at September 30, 2000 and December 31, 1999, respectively               32,219                27,126
    Additional paid-in capital                                                    10,969,365             7,628,467
    Accumulated deficit                                                          (10,932,691)           (9,443,843)
                                                                                ------------          ------------
       Total Stockholders' Equity                                                     86,115            (1,788,250)
                                                                                ------------          ------------
       Total Liabilities and Stockholders' Equity                               $    765,438          $    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 September 30, 2000 and 1999,
           and for the nine months ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                             3 Month                           9 Month
                                                                  9/30/2000         9/30/99           9/30/00         9/30/99
                                                                  ---------         -------           -------         -------
<S>                                                              <C>             <C>               <C>             <C>
Revenue:
    Equipment sales                                              $     15,165    $     24,252      $     81,724    $    142,503
    Service                                                             3,663          58,653           120,506         212,472
                                                                 ------------    ------------      ------------    ------------
        Total Revenue                                                  18,828          82,905           202,230         354,975
                                                                 ------------    ------------      ------------    ------------
Cost of Goods Sold                                                     35,781          56,471           144,286         220,096
                                                                 ------------    ------------      ------------    ------------
Gross Profit                                                          (16,953)         26,434            57,944         134,879
                                                                 ------------    ------------      ------------    ------------
Operating Expenses:
    Research and development expense                                  103,940          69,656           288,609         184,404
    Marketing, general and administrative expenses                    471,081         233,416         1,272,713         647,462
                                                                 ------------    ------------      ------------    ------------
        Total Expenses                                                575,021         303,072         1,561,322         831,866
                                                                 ------------    ------------      ------------    ------------
Loss from Operations                                                 (591,974)       (276,638)       (1,503,378)       (696,987)
Other Expense (Income)
    Interest expense                                                    5,212          41,848            45,847         101,051
    Interest income                                                    (3,598)             --           (15,927)             --
    Other                                                              16,283         (40,634)          (44,450)        (43,850)
                                                                 ------------    ------------      ------------    ------------
        Total Other Expense (Income), Net                              17,897           1,214           (14,530)         57,201
                                                                 ------------    ------------      ------------    ------------
Net Loss                                                         $   (609,871)   $   (277,852)     $ (1,488,848)   $   (754,188)
                                                                 ============    ============      ============    ============
Net Loss per Common Share:                                       $      (0.02)   $      (0.01)     $      (0.05)   $      (0.03)
                                                                 ============    ============      ============    ============
Shares used in Per Share Calculation:
    Average                                                        32,167,729      21,966,720        30,400,418      22,492,193
                                                                 ============    ============      ============    ============
</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 nine months ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                    2000                     1999
                                                                                    ----                     ----
<S>                                                                             <C>                     <C>
Cash Flows from Operating Activities:
    Net loss                                                                    $(1,488,848)            $  (754,188)
    Adjustments to reconcile net loss to
       net cash used in operating activities:
           Depreciation                                                              13,500                  13,594
           Changes in assets and liabilities:
               Accounts receivable                                                  101,629                 (37,495)
               Inventory                                                             57,699                  17,505
               Prepaid expenses                                                      20,019                   2,894
               Accounts payable and accrued expenses                               (230,508)                (91,796)
               Accrued interest                                                    (203,271)                 80,995
               Accrued salaries                                                     (72,550)                (12,700)
               Advance to Affiliate                                                      --                 (25,000)
               Deferred Grant Research                                                   --                  37,495
                                                                                -----------             -----------
                   Net Cash Used in Operating Activities                         (1,802,330)               (768,696)
                                                                                -----------             -----------
Cash Flows from Investing Activities:
    Purchase of equipment and leasehold improvements                               (117,665)                 (3,889)
                                                                                -----------             -----------
                   Net Cash Used in Investing Activities                           (117,665)                 (3,889)
                                                                                -----------             -----------
Cash Flows from Financing Activities:
    Proceeds from issuance of notes payable                                              --                 487,564
    Payments on notes payable                                                      (157,610)               (200,405)
    Proceeds from exercise of warrants                                              486,617                  50,000
    Proceeds from issuance of stock                                               1,777,793                 525,323
                                                                                -----------             -----------
                   Net Cash Provided by Financing Activities                      2,106,800                 862,482
                                                                                -----------             -----------

Net Increase (Decrease) in Cash                                                     186,805                  89,897
Cash at Beginning of Year                                                           195,300                   4,162
                                                                                -----------             -----------

Cash at End of Third Quarter                                                    $   382,105             $    94,059
                                                                                ===========             ===========
</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
                     For the Period Ended September 30, 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 - Series A                                   1,111,055     11,111           --      988,839             --       999,950
Issuance of preferred stock
  for cash - Series B                                     611,111      6,111           --      543,889             --       550,000
Issuance of common stock
  for cash                        975,000        975           --         --      194,025           --             --       195,000
Issuance of common stock
  for warrants exercised        1,074,667      1,075           --         --      485,542           --             --       486,617
Debt and accrued interest
  converted to common stock     2,691,385      2,691           --         --    1,078,624           --             --     1,081,315
Issuance of common stock
  for services                     28,340         28           --         --       17,440           --             --        17,468
Issuance of common stock
  for options                     304,065        304           --         --       32,539           --             --        32,843
Issuance of common stock
  for WorldWater Inc. shares       20,000         20           --         --           --           --             --            20
Net loss                               --         --           --         --           --           --     (1,488,848)   (1,488,848)
                               ----------    -------   ----------    -------   ----------   ----------   ------------   -----------
Balance, September 30, 2000    32,219,311    $32,219    1,722,166    $17,222   $9,436,637   $1,532,728   $(10,932,691)  $    86,115
                               ==========    =======   ==========    =======   ==========   ==========   ============   ===========
</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-KSB
      dated  April 15,  2000,  all  previously  filed  with the  Securities  and
      Exchange Commission.

2.    NET LOSS PER SHARE

      Net loss per share for the nine months ended  September  30, 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 nine months ended September 30, 2000, notes payable and accrued
      interest totaling $1,081,315 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 nine months ended
      September 30, 2000, the Company has  recognized  $111,440 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.


                                       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.  is a water  and power  solutions  company  providing  new and
powerful  solar  technology  to developing  nations  throughout  the world.  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 providing light and power with its solar electrical
systems.  WorldWater is already operating its solar pumps and electrical systems
in Asia, Africa, and South America.

The mission of the Company is to be the leading  provider of solar powered water
supply and electricity 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.  In June 2000, the Company
received  an order for $1.2  million  from the  Philippines  to supply  water to
Municipalities  on the Island  Province of Cebu using the Company's  proprietary
solar water pumping  systems.  This initial order is part of an over-all program
of the Cebu Rural Water and Sanitation  Development  Project.  Shipments for the
initial  order are  projected to begin in the fourth  quarter of this year.  The
Company has also signed two contracts in Pakistan with the Cholistan Development
Authority and Punjab Border Police which began  shipments in the fourth  quarter
of this year.


                                       8
<PAGE>

RESULTS OF OPERATIONS

REVENUE.  For the nine months  ended  September  30, 2000  revenue  decreased to
$202,230, from $354,975 in the same period of 1999 and decreased to $18,828 from
$82,905 for the three months ended  September  30, 2000 and 1999,  respectively.
The  primary  reason  for the  decrease  in revenue  is the grant  received  and
realized in 1999 from the New Jersey Commission on Science and Technology in the
amount of $249,967.

GROSS PROFIT.  Gross profit of $57,944 was  recognized for the nine months ended
September 30, 2000,  down from a profit of $134,879 for the same period in 1999.
Gross  profit for the three  months ended  September  30, 2000 was  $(16,953) as
compared  to $26,434  for 1999.  Cost of sales for the six months was  $144,286,
less than $220,096 from the previous  period.  Cost of sales for the three month
period was  $35,781 as  compared  to $56,471  for the same  period in 1999.  The
operating  loss  was  $1,503,378  for the nine  months  in 2000  compared  to an
operating  loss of $696,987  for the same period in 1999.  For the three  months
ended September 30, 2000 the operating loss was $591,974 as compared to $276,638
in 1999.

MARKETING,  GENERAL AND  ADMINISTRATIVE.  Marketing,  general and administrative
expenses  increased by $625,251 in the nine month period  ending  September  30,
2000 to  $1,272,713,  up from  $647,462 in the same  period of 1999.  Marketing,
general and  administrative  expenses  increased $237,665 during the three month
period to $471,081 as  compared  to  $233,416  during the three month  period in
1999.  The  increase  is  primarily  due to  commissions  paid for the  $999,950
Preferred Stock  Placement,  startup of the office in the Philippines and travel
expenses  incurred  while  negotiating   overseas  business   primarily  in  the
Philippines, Sri Lanka and Pakistan. The Company is maintaining minimal 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 $104,205
for the nine month  period to $288,609,  up from  $184,404 in the same period of
1999. Research and development  expenses increased for the three month period by
$34,284 to  $103,940  as  compared  to $69,656 in 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 has been  approved 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 $186,805 to $382,105 from
December  31,  1999 to  September  30,  2000.  The net  cash  used in  operating
activities  during  this nine month  period in 2000 was  $1,802,330  compared to
$768,696 in 1999. The primary  reasons for the  consumption of cash in 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 and  continues
through  September 30, 2000.  The Company has contacted  debt holders  regarding
conversion  of their  debt  into  shares  of  common  stock  which  resulted  in
approximately $1,081,315 of debt and accrued interest converted into equity. The
Company has also raised  $999,950  through a private  sale of Series A preferred
stock and  $550,000  of Series B  preferred  stock.  The  Company  continues  to
encourage its warrant  holders to exercise  their warrants which has provided an
additional  $486,617.  Cash provided by financing  activities in the nine months
that ended September 30, 2000 was $2,106,800 compared to $862,482 in 1999.

SALE OF RESTRICTED SECURITIES DURING THE THIRD QUARTER 2000

The Company issued 231,000  restricted common stock shares for cash proceeds and
debt conversions totaling $140,389.  For the three quarters ending September 30,
2000, the Company has issued 3,666,385  restricted  shares for cash proceeds and
debt conversions totaling $1,262,203.

THE YEAR 2000

The Company has 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: November 10, 2000                              WORLDWATER CORP.

By: /s/ Quentin T. Kelly                             By: /s/ James S. Farrin
    --------------------                                 -------------------
    Quentin T. Kelly                                     James S. Farrin
    Chairman & CEO                                       President/COO