SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB

                        [x] Quarterly report pursuant to
                                 Section 13 or
                     15(d) of the Securities Exchange Act of
                                  1934 for the
                    quarterly period ended - March 31, 2005.

     [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
                          Exchange Act of 1934 for the
            Transition period from ______________ to _______________.

                        COMMISSION FILE NUMBER 000-30392

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.


               (Exact name of Company as specified in its charter)



          Florida                                      98-0346454
------------------------------                    ------------------
State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization                     Identification No.)


                                 132 Penn Avenue
                      Telford, Pennsylvania 18969 (Address
             of principal executive offices, including postal code.)

                                 (215) 721-2188
              (Registrant's telephone number, including area code)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the 12 months (or for such shorter period
that the Company was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. YES [x] NO [ ]

The issuer had 52,577,784 shares of common stock, par value $0.001 outstanding
as of May 5, 2005.

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                                   FORM 10-QSB



<PAGE>


                                      INDEX

PART I     FINANCIAL INFORMATION                                        PAGE NO.

  ITEM 1  Financial Statements (unaudited)
            Consolidated Condensed Balance Sheet as of March 31, 2005         F2

            Consolidated Condensed Statements of Operations for the Three     F3
                Months Ended March 31, 2005 and 2004

            Consolidated Condensed Statement of Changes in Stockholders'      F4
               Equity for the Three Months Ended March 31, 2005

            Consolidated Condensed Statements of Cash Flows for the           F5
               Three Months Ended March 31, 2005 and 2004

            Notes to Consolidated Condensed Financial Statements        F6- F11

  ITEM 2  Management's Discussion and Analysis of Operations                  2

  ITEM 3  Controls and Procedures                                             5

PART II    OTHER INFORMATION

  ITEM 5  Other Information                                                   6

  ITEM 6  Exhibits and Reports on Form 8-K                                    6




<PAGE>

<TABLE>
<CAPTION>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                              AS AT MARCH 31, 2005
                                   (UNAUDITED)


                                     ASSETS
                                     ------

Current Assets
<S>                                                            <C>
      Cash and cash equivalents (Note 4)                          $ 3,240,601
      Accounts receivable  (Note 2)                                   282,338
      Inventory (Note 5)                                              797,254
      Prepaid expenses                                                520,615
                                                                  -----------

           Total current assets                                     4,840,808


Property, Plant and equipment (Note 6)                              1,096,266

Patents and trademarks, net of accumulated
      amortization of $53,789                                       1,238,016
                                                                  -----------

                                                                  $ 7,175,090
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
      Accounts payable and accrued liabilities                      $ 606,855

      Redeemable Class A special shares (Note 7)                      453,900
                                                                  -----------

           Total current liabilities                                1,060,755
                                                                  -----------

Convertible Debentures ( Note 8)                                    5,668,197

Stockholders' Equity
      Common stock, $0.001 par value, 100,000,000
           shares authorized; 50,224,843 shares
           issued and outstanding                                      50,224
      Additional paid-in capital                                   12,661,114
      Accumulated deficit                                         (12,265,200)
                                                                  -----------

           Total stockholders' equity                                 446,138

                                                                  $ 7,175,090
                                                                  ===========

</TABLE>


        See accompanying notes to the consolidated financial statements

                                       F2


<PAGE>

<TABLE>
<CAPTION>

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



FOR THE THREE MONTH PERIODS ENDING MARCH 31,                  2005            2004
                                                         --------------  -------------
Revenue
<S>                                                    <C>              <C>
      Net sales                                              $ 466,731      $ 495,429

Cost of sales                                                  250,893        289,476
                                                         --------------  -------------

Gross profit                                                   215,838        205,953
                                                         --------------  -------------

Operating expenses
      Marketing, office & general costs                        578,510        264,771
      Officers' compensation and directors fees                 74,423        131,250
      Consulting and professional fees                         117,140         78,048
      Interest on long term debt                                61,000              -
      Foreign exchange gain                                    (8,908)         (8,199)
      Depreciation and amortization                             97,591         83,983
                                                         --------------  -------------

                                                               919,756        549,853
                                                         --------------  -------------

Net loss                                                    $ (703,918)    $ (343,900)
                                                         ==============  =============



Loss per share                                                $ (0.014)      $ (0.007)
                                                         ==============  =============


Weighted average number of shares outstanding                50,224,843     49,367,871
                                                         ==============  =============


</TABLE>


See accompanying notes to the consolidated financial statements

                                       F3


<PAGE>



<TABLE>
<CAPTION>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
      CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE THREE MONTH PERIOD ENDING MARCH 31, 2005



                              Common Stock             Additional      Accumulated
                         Shares          Amount     Paid-In Capital      Deficit           Total



<S>                 <C>               <C>          <C>             <C>                <C>
January 1, 2005        50,224,843        50,224       12,661,114      (11,561,282)       1,150,056

Net loss                                                                 (703,918)        (703,918)
                      ------------  ------------   --------------    -------------   --------------


March 31, 2005         50,224,843        50,224       12,661,114      (12,265,200)         446,138

</TABLE>


See accompanying notes to the consolidated financial statements













                                       F4


<PAGE>


<TABLE>
<CAPTION>

                    ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTH PERIODS ENDING MARCH 31,

                                                                       2005                2004
                                                               ---------------     ----------------
<S>                                                           <C>                   <C>
Net loss                                                          $  (703,918)          $ (343,900)

Adjustments to reconcile net loss to net cash
     used in operating activities:
         Depreciation                                                  43,802               30,358
         Amortization                                                  53,789               53,625
         Amortization of debenture warrant fair value                  44,000                    -
Increase (decrease) in cash flows form operating activities
      resulting from changes in:
         Accounts receivable                                           49,266               69,345
         Inventory                                                   (420,576)              54,132
         Prepaid expenses                                            (238,260)              (2,685)
         Other assets                                                       -                  402
         Accounts payable & accrued liabilities                       232,980               42,867

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

Net cash used in operating activities                                (938,917)             (95,856)
                                                               ---------------     ----------------

Investing activities:
         Acquisition of property plant and equipment                 (451,307)                   -
         Increase in patents and trademarks                            (2,188)                   -
                                                               ---------------     ----------------

Net cash used in investing activities                                (453,495)                   -
                                                               ---------------     ----------------

Financing activities:
         Issuance of common stock                                           -              210,107
                                                               ---------------     ----------------

Net cash provided by financing activities                                   -              210,107
                                                               ---------------     ----------------
Net increase (decrease) in cash                                   (1,392,412)              114,251

Cash & cash equivalents, beginning of period                        4,633,013               86,886
                                                               ---------------     ----------------

Cash & cash equivalents, end of period                            $ 3,240,601            $ 201,137
                                                               ===============     ================
Supplemental disclosures:

Interest received                                                    $ 15,882                $ 55
                                                               ===============     ================

</TABLE>


See accompanying notes to the consolidated financial statements

                                       F5


<PAGE>



NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION

The Company develops, manufactures and sells environmental technology solutions,
and is currently focused on the international automotive, transportation and
utility engine industries. It manufactures and markets a line of catalytic
control products including a boutique line of finished products, proprietary
catalytic converter substrates and catalytic conversion technologies for a
number of applications as well as providing engine testing and certification
services.

The accompanying Consolidated Condensed financial statements have been prepared
without audit in conformity with U.S. generally accepted accounting principles.
These statements should be read in conjunction with the financial statements and
the notes thereto included in our Annual Report on Form 10KSB, as filed with the
Securities and Exchange Commission for the year ended December 31, 2004.

Revenues and operating results for the three months ended March 31, 2005 are not
necessarily indicative of the results to be expected for the full year.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The Consolidated Condensed financial statements include the accounts of the
Company and its wholly owned subsidiaries, ESW America, Inc., ESW Technologies,
Inc., ESW Canada, Inc. and BBL Technologies, Inc. All significant inter-company
transactions are eliminated.

ESTIMATES

The preparation of financial statements in conformity with U. S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the reported
period. Actual results could differ from those estimates.

CONCENTRATIONS OF CREDIT RISK

Accounts Receivable and Concentrations of Credit Risk: The Company performs
on-going credit evaluations of its customer's financial condition and generally
does not require collateral from those customers. Three of those customers
accounted for 24%, 23% and 16%, respectively of the Company's revenue in the
period March 31, 2005 and 25%, 35% and 9%, respectively of its accounts
receivable as of March 31, 2005.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company extends unsecured credit to its customers in the ordinary course of
business but mitigates the associated credit risk by performing credit checks
and actively pursuing past due accounts. An allowance for doubtful accounts is
estimated and recorded based on management's assessment of the credit history
with the customer and current relationships with them. On this basis management
has determined that a reserve of $15,504 was appropriate as of March 31, 2005
and that no allowance for doubtful accounts was required as of March 31, 2005.

PATENTS AND TRADEMARKS

Patents and trademarks consist primarily of the costs incurred to acquire them
from an independent third party. SFAS No. 142 requires intangible assets with a
definite life be tested for impairment whenever events or circumstances indicate
that a carrying amount of an asset (or asset group) may not be recoverable. An
impairment loss would be recognized when the carrying amount of an asset exceeds
the estimated discounted cash flow used in determining the fair value of the
asset.

Patents and trademarks are being amortized on a straight-line basis over their
estimated life of ten years. Amortization expense for the periods ended March
31, 2005 and 2004 were $53,789 and $53,625 respectively.

REVENUE RECOGNITION

The Company derives revenue primarily from the sale of its catalytic products.
In accordance with SEC Staff Accounting Bulletin No. 104, "Revenue Recognition
in Financial Statements", revenue is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the amount is fixed and determinable,
risk of ownership has passed to the customer and collection of the resulting
receivable is reasonably assured.

The Company also derives revenue (less than 2% this quarter of total revenue)
from providing air testing and environmental certification services. Revenues
from these services are recognized upon performance.




                                      F-6
<PAGE>


NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, FASB Statement No.123 (revised), "Share-based Payment" was
issued. This Statement requires an entity to recognize the grant-date fair value
of stock options and other equity-based compensation issued to employees in the
income statement. FASB 123 (revised) eliminates the ability to account for
share-based compensation transactions using the intrinsic value method in APB
Opinion No.25. The Company will as required adopt as of the first interim or
annual reporting period that begins after December 15th, 2005, FASB Statement
123, "Accounting for Stock-based Compensation" as amended by FASB Statement 148,
"Accounting for Stock-based Compensation Transition and Disclosure". The
adoption of the provisions of SFAS No.148 did not have a material impact on the
Company's consolidated financial statements, and the Company modified its
disclosures in its quarterly reports commencing with the quarter ended March,
2003 as provided for in that standard.


NOTE 4- CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and highly liquid investments purchased
with an original or remaining maturity of three months or less at the date of
purchase.

NOTE 5 - INVENTORY

Inventories as of March 31, 2005 are summarized as follows:


Raw materials          $  389,205
Work-In-Process           165,001
Finished goods            243,048
                     ------------
                       $  797,254
                     ============



NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property and equipment at March 31, 2005 consists of the following:



                                              2005
                                      ------------
Machinery and equipment                $ 1,072,003
Office equipment                            71,966
Furniture & fixtures                       161,295
Vehicles                                    12,015
Leasehold improvements                     290,322
                                      ------------

                                         1,607,601
Less: accumulated depreciation             511,335
                                      ------------

                                       $ 1,096,266
                                       ===========



NOTE 7- REDEEMABLE CLASS A SPECIAL SHARES


700,000 Class A special shares $ 453,900 Authorized, issued, and outstanding

The Class A special shares are issued by the Company's wholly-owned subsidiary
BBL Technologies, Inc. ("BBL") without par value, and are redeemable on demand
by the Holder of the shares which is a private Ontario Corporation at $700,000
CDN ($578,512 USD). As the Class A special shares were issued by the Company's
wholly-owned subsidiary, BBL the maximum value upon which the Company is liable
is the net book value of BBL. As at March 31, 2005 BBL has an accumulated
deficit of $ 1,161,750 and therefore would be unable to redeem the Class A
special shares at their ascribed value.




                                      F-7
<PAGE>



NOTE 8- CONVERTIBLE DEBENTURES

In September 2004, the Company issued $6.1 million of convertible debentures in
which the basis of conversion into the Company's common stock is $0.50 per
share. In conjunction with the debentures, the Company issued warrants to
purchase an additional 3.05 million shares of common stock at $1.00 per share.
The debentures are for a term of three (3) years and earn interest at the rate
of 4%. The Company has computed the fair-value of the warrants utilizing the
Black-Scholes method and apportioned the fair value of the debt and warrants
accordingly. As a result, the debentures were discounted by $528,000, which is
being amortized over the three (3) year life of the debentures. The effective
yield on the debentures is 4.38%. The warrant agreements provide that should the
company at any time after the date the warrants are first issued sell additional
shares of common stock or equivalents below the then current exercise price,
then the Company is required to reduce the current exercise price of the warrant
to the price of the new issuance. (See note #14)


NOTE 9 - INCOME TAXES

As of March 31, 2005, there are loss carryforwards for Federal income tax
purposes of approximately $8,700,704 available to offset future taxable income
in the United States. The carryforwards expire in various years through 2023.
The Company does not expect to incur a Federal income tax liability in the
foreseeable future. Accordingly, a valuation allowance for the full amount of
the related deferred tax asset of approximately $3,124,173 has been established
until realizations of the tax benefit from the loss carryforwards are assured.

Additionally, as of March 31, 2005, the Company's two wholly owned Canadian
subsidiaries had net operating losses of approximately $1,630,215 that may be
used, in future periods, to offset taxable income. The deferred tax asset of
approximately $589,237 has been fully offset by a valuation allowance until
realization of the tax benefit from the loss carryforwards are assured.

NOTE 10 - STOCK OPTIONS AND WARRANT GRANTS

The Company adopted Statement of Financial Accounting Standards No. 123 (SFAS
No. 123), "Accounting for Stock-Based Compensation" since its inception and
adopted Statement of Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB No.
123", in December 2002. In conjunction with the adoption of these standards, the
Company will continue to apply the intrinsic-value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" with pro forma disclosure of net income and earnings per
share as if the fair-value based method prescribed by SFAS No. 123 had been
applied. In general, no compensation cost related to the Company's non-qualified
stock option plan is recognized as options are issued for no less than 85% of
fair market value on date of grant.

In August 2003, the board of directors ratified the Compensation Committees
granting of 650,000 options in the aggregate at an exercise price of $0.27
(fair-market-value on date of grant) per share to Directors and key employees as
consideration for their service. The options expire ten years from the date of
grant and vest over a three-year period. 150,000 of these options were granted
to the former President and Chief Executive Officer who resigned on May 1, 2004.
As a result, these 150,000 options have lapsed and were cancelled.

In November 2003, the board of directors ratified the employment contract of the
then President and Chief Executive Officer, which included the granting of
2,000,000 options at an exercise price of $0.66 (110% of fair-market value on
the date of grant) per share. The options expire five years from the date of
grant and vest over a two-year period with one-third vesting immediately and
thereafter on the first and second anniversary of the employment contract
provided the contract is in force and effect. On April 30, 2004, the then
Chairman, President and Chief Executive Officer resigned from the Company
effective May 1, 2004. Consequently, all unvested options (1,333,334 of the
2,000,000) granted under the November 2003 contract lapsed and were cancelled.
In addition, the Company awarded 50,000 options to its former Chairman,
President and Chief Executive Officer to purchase 50,000 shares of common stock
at $0.45 per share (fair market value on the date of grant) for consulting
services subsequent to his resignation. The fair-market value for the 2,000,000
options (determined under the Black-Scholes method) was approximately $1,200,000
of which $500,000 was reflected as pro-forma compensation expense in the pro
forma information presented for the year ended December 31, 2003. The $700,000
balance, which will no longer vest, is not reflected in the accompanying pro
forma data.

In December 2003, the board of directors ratified the issuance of 25,000 options
at an exercise price of $0.17 (fair-market value at the date of grant) and
85,000 options at an exercise price of $0.60 (fair-market value at the date of
grant) to certain key employees during the year. These options expire three
years from the date of grant.

In August 2004 the board of directors approved the aggregate award of 2,300,000
stock options to seven (7) employees, two (2) executive officer/directors two
(2) outside directors, and two (2) consultants. The options have immediate
vesting with an exercise price of $0.50 per share (fair-market value at the date
of grant) with exercise periods ranging from three to five years from the date
of award.

In December 2004, the Company issued 300,000 stock options to two employees at
an exercise price of $0.50 per share (fair-market value at the date of grant).
These options expire five years from the date of grant.




                                      F-8
<PAGE>


In January 2005, the Company issued 35,000 stock options to one employee at an
exercise price of $0.50 per share (fair-market value at the date of grant).
These options expire three years from the date of grant.

Had compensation cost for the Company's stock options that were issued, been
determined on the fair value at grant date consistent with the provisions of
SFAS No. 123, the Company's net loss and loss per share would have been as
follows:

                              PRO FORMA INFORMATION
                             YEAR ENDED DECEMBER 31,



                                            2005              2004
                                       -------------------------------
Net loss - as reported                 $ (703,918)        $  (343,900)
Deduct: Total stock-based
        compensation expense
        determined under fair
        value based method, net            (9,800)            (18,312)
                                       -------------------------------
Net loss - pro forma                   $ (713,718)        $  (362,212)
                                       ===============================
loss per share -
           as reported                 $   (0.014)        $    (0.007)
                                       ===============================
           pro forma                   $   (0.014)        $    (0.007)
                                       ===============================



SFAS No. 123 requires that the fair value of options and warrants issued to
non-employees for goods and services be recorded in the financial statements as
an expense.

A summary of option and warrant transactions, including those granted pursuant
to the terms of certain employment and other agreements, is as follows:



                                           STOCK                WEIGHTED
                                          PURCHASE               AVERAGE
                                          OPTIONS             EXERCISE PRICE
                                      ----------------      ----------------

Outstanding, January 1, 2004              3,932,500              $0.63
Granted                                   2,650,000              $0.50
Expired                                  (2,055,833)            ($0.72)
                                          ----------            --------
Outstanding, December 31, 2004            4,526,667              $0.51
Granted                                      35,000              $0.50
Expired                                     (50,000)             $1.50
                                          ----------            --------
Outstanding, March 31, 2005               4,511,667              $0.50


All of the options and warrants granted are exercisable on date of grant, except
500,000 options granted in August of 2003 that vest over a 3 year period. Of
these 500,000 options, 233,334 are currently vested, 133,332 will vest in August
2005 and 133,334 will vest in August 2006.

At March 31, 2005, the outstanding options have a weighted average remaining
life of 47.9 months.

The weighted average fair value of options granted during the first quarter of
2005 was $0.50 and was estimated using the Black-Scholes option-pricing model,
and the following assumptions:





                                      F-9
<PAGE>





                                             2005
                                           -------
Expected volatility                        108.00%
Risk-free interest Rate                      3.00%
Expected life                              3.0 yrs
Dividend yield                               0.00%
Forfeiture rate                              0.00%



The Black-Scholes model used by the Company to calculate options and warrant
values, as well as other currently accepted option valuation models, were
developed to estimate the fair value of freely tradable, fully transferable
options without vesting restrictions, which significantly differ from the
Company's stock purchase options and warrants. These models also require highly
subjective assumptions, including future stock price volatility and expected
time until exercise, which greatly affect the calculated values. Accordingly,
management believes that this model does not necessarily provide a reliable
single measure of the fair value of the Company' s stock options and warrants.

At March 31, 2005, the Company had outstanding options and warrants as follows:



NUMBER OF SHARES        EXERCISE PRICE      EXPIRATION DATE
----------------        --------------      ---------------
          25,000            0.17            February 12, 2006
         500,000            0.27            August 6, 2013
          50,000            0.45            April 20, 2009
         250,000            0.50            April 18, 2006
         250,000            0.50            May 4, 2006
         550,000            0.50            August 11, 2007
       1,750,000            0.50            August 11, 2009
         300,000            0.50            December 1, 2009
          50,000            0.52            November 23, 2005
          85,000            0.60            December 10, 2006
         666,667            0.66            September 10,2008
          35,000            0.50            January 6, 2008
 ---------------
       4,511,667



In addition, the Company has warrants outstanding as follows:

These warrants, issued in connection with various private placements of equity
securities, are treated as a cost of capital and no income statement recognition
is required.



NUMBER OF WARRANTS           EXERCISE PRICE             EXPIRATION DATE
------------------           --------------             -----------------
       750,000                  0.17    (A)             October 10, 2005
     2,107,355                  0.30    (B)             October 10, 2005
     1,047,058                  0.30    (B)             November 14, 2005
       344,118                  0.30    (B)             March 31, 2006
     3,050,000                  0.85    (C)& (D)        September 13, 2007
     ---------
     7,298,531




(A) Originally exercisable at $1.20 per share and repriced in September 2001 and
subsequently in 2002


                                      F-10



<PAGE>


(A, B &C) Contain certain antidilutive protections.

(D) Originally exercisable at $1.00 per share and adjusted in April 2005

During 2002, the Company, with shareholder approval terminated its 2000
Nonqualified Stock Option Plan, which was comprised of 10,000,000 shares of
common stock (of which 6,035,000 shares had not been granted), and was replaced
by the 2002 Stock Option Plan with 1,000,000 shares of common stock.

NOTE 11 - RELATED PARTY TRANSACTIONS

During the period ended March 31, 2005 and 2004, the Company paid shareholders
and their affiliates nil and $6,746, respectively for various services rendered
in addition to salaries and reimbursement of business expenses. No one
transaction or combination attributed to one individual or entity exceeded
$60,000 on an annual basis.

NOTE 12 - COMMITMENTS AND CONTINGENCIES


LEASES

The Company currently leases its office and factory located in Telford,
Pennsylvania for $5,000 per month on a month-to-month basis. In addition, a
wholly-owned subsidiary of the Company leases office space for its sales and
marketing office located in Ontario, Canada for a monthly rent of $2,100 on a
month-to-month basis.

Effective November 24, 2004, the Company's wholly owned subsidiary ESW America,
Inc. entered into a lease agreement with Nappen & Associates for approximately
40,220 square feet of leasehold space at 2 Bethlehem Pike Industrial Center,
Montgomery Township, Pennsylvania. The leasehold space is intended to house the
Company's research and development facilities. The lease commenced on January
15, 2005 and expires January 31, 2010.


Effective December 20, 2004, the Company's wholly owned subsidiary ESW Canada,
Inc. entered into an offer to Lease agreement with Dufcon Developments Inc. for
approximately 50,000 square feet of leasehold space in Concord, Ontario Canada.
The leasehold space is intended to house the Company's executive offices and a
high volume manufacturing plant. It is anticipated that possession of the
leasehold space will be in the second quarter of Fiscal year 2005, and the term
of the lease will run for a period of 5 years from the commencement date.

The following breakdown is the total, of the minimum annual lease payments, for
both leases.



                        2005     $340,965
                        2006     $431,899
                        2007     $431,899
                        2008     $438,869
                        2009     $442,354
                        2010     $102,204



NOTE 13 - COMPARATIVE FIGURES

Certain 2004 figures have been reclassified to conform to the financial
statements adopted in 2005.


NOTE 14   SUBSEQUENT EVENTS


ISSUANCE OF COMMON STOCK

Effective April 21, 2005, the Company closed an initial traunche of a private
placement offering. Pursuant to a subscription agreement with one accredited
investor, the Company received $2 million and issued 2,352,941 shares of common
stock; three year warrants to purchase 1,300,000 shares of common stock at $0.90
per share; three year warrants to purchase 200,000 shares of common stock at
$2.00 per share; and three year warrants to purchase 200,000 shares of common
stock at $3.00 per share pursuant to Regulation D of the Securities Act of 1933,
as amended. Effective April 21, 2005, in conjunction with the offering, the
Company adjusted the exercise price of 3,050,000 three year warrants previously
issued to nine (9) accredited investors including AB Odnia as entity affiliated
with Bengt Odner a director of the Company from $1.00 per share to $0.85 per
share in accordance with the terms of the warrants previously issued by the
Company September 15, 2004.





                                      F-11

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Financial Statements and Notes thereto included elsewhere in this Report.

This Form 10-QSB contains certain forward-looking statements regarding, among
other things, the anticipated financial and operating results of the Company.
Investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release any modifications or revisions to these
forward-looking statements to reflect events or circumstances occurring after
the date hereof or to reflect the occurrence of unanticipated events. In
connection with the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, the Company cautions investors that actual financial and
operating results may differ materially from those projected in forward-looking
statements made by, or on behalf of, the Company. Such forward-looking
statements involve known and unknown risks, uncertainties, and other factors
that may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. This report should be
read in conjunction with the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004 filed with the Securities and Exchange Commission on
March 31, 2005.

GENERAL

The Company develops, manufactures and sells environmental technology solutions,
and is currently focused on the international automotive, transportation and
utility engine industries. It manufactures and markets a line of catalytic
control products including a line of finished catalytic muffler products,
proprietary catalytic converter substrates and catalytic conversion technologies
for a number of applications. The Company also offers emissions testing and
certification services.

The Company has developed commercially viable proprietary catalytic converter
technologies for diesel, gasoline and alternative (CNG/LPG) fueled combustion
engines. The unique technology consists of a wire based mesh substrate and wash
coat formulas, which form the basis for the catalyzed substrate. The finished
product can be produced in a myriad of sizes and shapes. The substrate creates a
turbulent flow environment. This increases catalytic activity and serves as a
filter of particulate matter, important in diesel emission control.

The Company's catalyst products have been extensively tested in house, as well
as by Original Equipment Manufactures (OEM's) and by independent third parties.
Management believes they demonstrate superior performance to comparable
competing products. ESW's customers have incorporated the Company's products to
meet their own needs, and have, in specific instances, received certification
for their product applications from the Environmental Protection Agency (EPA)
and the California Air Resources Board (CARB). Customers have had their engines
certified using the Company's Clean Cat (R), Pro Cat (TM), Quiet Cat (TM)
catalyst products and services. The Company's catalyst products are being
marketed both domestically and internationally, including in such Continents as
Asia, Europe and countries as Canada and Mexico.

In September 2004, the Company received a Level II California Air Resources
Board (CARB) Executive Order for its proprietary advanced Diesel Catalyst
(Particulate Reactor TM) for all diesel engine models from the 1991 through 1993
model years used in on-road applications operating on standard CARB diesel fuel,
and subsequently requested the Executive Order be expanded to include Medium
Heavy Duty applications (up to and including 8 liter) for engine models from
1994 through 1997. CARB is presently reviewing this request. Additionally, the
Company has received an Executive Order from CARB which permits sale of
catalytic converters for use on 4 liter or smaller gas engines for all model
years up to 1995 on which GVW (gross vehicle weight) is 3,750 pounds or less.

ESW is in full compliance with ISO 9001:2000, the ISO standards developed by the
International Organization for Standardization which provide an international
benchmark for quality systems and foundation for continuous improvement and
assurance in design, development and manufacturing. The ISO mandates that the
Company follow strict quality guidelines, administrative protocol and safety
procedures to a recognized international standardized code. ISO auditors confirm
compliance by auditing the Company periodically. The Company passed its most
recent surveillance audit in September 2004, and is in full compliance with the
ISO requirements. The Company currently holds a full registration certificate
effective until March of 2007. Management considers an ISO certification
essential for the Company to do business with many export customers.

COMPARISON OF THREE MONTH PERIOD ENDED MARCH 31, 2005 TO THREE MONTH PERIOD
ENDED MARCH 31, 2004

RESULTS OF OPERATIONS

The following management's discussion and analysis of financial condition and
results of operations (MD&A) should be read in conjunction with the MD&A
included in our Annual Report on Form 10-KSB for the year ended December 31,
2004.



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Revenues for the three month period ended March 31, 2005 decreased by $ 28,698,
or 5.8 percent, to $ 466,731 from $ 495,429 for the three month period ended
March 31, 2004. Factors that unfavorably impacted revenue during the three
months ended March 31, 2005 included lower Revenue from our ATS testing services
of $44,100 as the Company focused much of its attention and effort at completing
further testing and further research and development of it's products for
approval in new markets.

Cost of sales for the three month period ended March 31, 2005 decreased by
$38,583, or 13.3 percent, to $ 250,893 from $ 289,476 for the three month period
ended March 31, 2004. Cost of sales as a percentage of revenues for the three
month period ended March 31, 2005 was 53.8 percent, which is down compared to
58.4 percent for the three month period ended March 31, 2004. The decrease is
due as a result of a sale that was produced with a lower labor and material
cost, offset by a slight increase in prices for both steel and precious metals
that are the two main components used in the Companies products. The gross
margin for the three month period ended March 31, 2005 was 46.2 percent as
compared to a gross margin of 41.6 percent for the three month period ended
March 31, 2004.

Marketing, office and general expenses for the three month period ended March
31, 2005 increased by $ 313,739, or 118.5 percent, to $578,510 from $264,771 for
the three month period ended March 31, 2004. As a percentage of revenue,
marketing, office and general expenses increased to 123.9 percent for the three
month period ended March 31, 2005, compared to 53.4 percent for the three month
period ended March 31, 2004. The increase as a percentage of sales is primarily
the result of an increase in payroll costs of $ 89,709 as the Company added
employees in conjunction with its Research and Development certification
programs, sales efforts, as well as the result of higher wages paid. An increase
of $ 54,685 from investor relations and warrant amortization interest, as it
related to the issuance of the convertible debentures in September 2004. An
increase of $ 26,872 related to travel and general costs as the company
continues it's planned expansion of two new facilities and an increase of
$142,810 due to higher rent and utility costs for the new facility in
Montgomeryville PA., non-employee related engineering development costs
supporting new research and development programs and the increase general and
administrative expenses to further support organic growth.

Officer's compensation and director's fees for the three month period ended
March 31, 2005 decreased by $56,827, or 43.3 percent, to $74,423 from $131,250
for the three month period ended March 31, 2004. As a percentage of revenue,
officer's compensation and director's fees decreased to 15.9 percent the three
month period ended March 31, 2005, compared to 26.5 percent for the three month
period ended March 31, 2004.The decrease was due to a change in management.

Consulting and professional fees for the three month period ended March 31, 2005
increased by $39,092, or 50.1 percent, to $117,140 from $78,048 for the three
month period ended March 31, 2004. As a percentage of revenue, consulting and
professional fees increased to 25.1 percent for the three month period ended
March 31, 2005, compared to 15.8 percent for the three month period ended March
31, 2004. The increase is due in part to consulting fees related to the
development and implementation of the Companies two new facilities currently
underway.

Interest expense on long-term debt was $61,000 for the three month period ended
March 31, 2005 as opposed to nil for the three month period ended March 31,
2004.In September 2004, the Company issued $6.1 million of convertible
debentures in which the basis of conversion into the Company's common stock is
$0.50 per share, which includes warrants to purchase an additional 3.05 million
shares of common stock at $1.00 per share which subsequently have been adjusted
to $0.85 effective April 21,2005. The debentures are for a term of three (3)
years and earn interest at the rate of 4%.


LIQUIDITY AND CAPITAL RESOURCES:

Our principal sources of operating capital have been the proceeds of our various
financing transactions. As of March 31, 2005, the Company had cash and cash
equivalents of $3,240,601. The Company's cash and cash equivalents increased by
$3,039,464 to $3,240,601 from $201,137 for the three month period ended March
31, 2004

Net Cash used in operating activities for the three month period ended March 31,
2005 amounted to $938,917 which was mainly attributable to the loss, net of
depreciation, amortization, amortization of the fair value of the debenture
warrant of $562,327. As well as an increase in operating assets and liabilities
of $376,590 which was primarily due to an increase of prepaid expenditures for
capital equipment and an increase of finished goods inventory for product that
was shipped in early April, offset by an increase in accounts payable and
accrued liabilities, primarily due to an $80,000 customer deposit and accrued
debenture interest of $61,000.

Net Cash used in investing activities was $453,495 for the three month period
ended March 31, 2005 as compared to nil for the three month period ended March
31, 2004. The capital expenditures in the 1st quarter of 2005 were primarily
dedicated to the purchase of equipment and leaseholds for the Company's research
and development facilities located in Montgomery Township, Pennsylvania.

Net cash provided in financing activities totaled nil for the three month period
ended March 31, 2005 as compared to $ 210,107 for the three month period ended
March 31, 2004.



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Effective April 21, 2005, the Company closed an initial traunche of a private
placement offering. Pursuant to a subscription agreement with one accredited
investor, the Company received $2 million and issued 2,352,941 shares of common
stock; three year warrants to purchase 1,300,000 shares of common stock at $0.90
per share; three year warrants to purchase 200,000 shares of common stock at
$2.00 per share; and three year warrants to purchase 200,000 shares of common
stock at $3.00 per share pursuant to Regulation D of the Securities Act of 1933,
as amended. Effective April 21, 2005, in conjunction with the offering, the
Company adjusted the exercise price of 3,050,000 three year warrants previously
issued to nine (9) accredited investors including AB Odnia as entity affiliated
with Bengt Odner a director of the Company from $1.00 per share to $0.85 per
share in accordance with the terms of the warrants previously issued by the
Company September 15, 2004. The Company intends to use the proceeds from this
placement for due diligence and investigating compliance issues for potential
listing of the company's securities on new exchanges and for general corporate
purposes.

ESW's principal source of liquidity is cash provided by financing activities.
ESW's principal use of liquidity will be to finance capital expenditures and to
provide working capital availability. ESW expects that capital expenditures in
2005 will be approximately $2.1 million. These capital expenditures will be used
primarily for equipment and facility improvements.

These capital expenditures and our intent to capitalize on an anticipated
increase in demand for our products are the steps that we are taking to try to
become profitable and generate positive cash flow. However, there can be no
assurances that these steps will be completed or that we will become profitable.
Based on ESW's current operating plan, management believes cash at March 31,
2005 is sufficient to meet operating needs for at least the next twelve months.

Should we not become profitable before this money is expensed, we will need to
continue to finance our operations through other capital financings. We continue
to seek, equity financing and/or debt financing in the form of private
placements at favorable terms, or the exercise of currently outstanding options
or warrants that would provide additional capital in order to make available all
opportunities and keep our options flexible. However, such additional financing
may not be available to us, when and if needed, on acceptable terms or at all.
We intend to retain any future earnings to retire debt, finance the expansion of
our business and any necessary capital expenditures, and for general corporate
purposes.

ESW's operating profitability requires that we increase our sales and lower our
overall cost to manufacture our products and improve both sales and
administrative productivity through process, and system enhancements. This will
be largely dependent on the success of our initiatives to streamline our
infrastructure and drive our operational efficiencies across our company. Our
failure to successfully implement these initiatives, or the failure of such
initiatives to result in improved profit margins, could have a material adverse
effect on our liquidity, financial position, and results of operations.

We expect an increase in consulting and audit fees related to the impact of our
Sarbanes-Oxley internal control certification efforts, with which we are
required to be in compliance by December 31, 2006.

In December 2004, the Financial Accounting Standards Board (the "FASB") issued
its final standard on accounting for share-based payments, SFAS 123R (Revised
2004), "Share-Based Payments" ("SFAS 123R"). SFAS 123R requires companies to
expense the fair value of employee stock options and other similar awards,
effective for interim and annual periods beginning on or after December 15,
2005. Accordingly, we have not yet determined the impact on our consolidated
financial statements of adopting SFAS 123R.


DEBT STRUCTURE

In September 2004, the Company issued $6.1 million of convertible debentures in
which the basis of conversion into the Company's common stock is $0.50 per
share, which includes warrants to purchase an additional 3.05 million shares of
common stock at $1.00 per share which was subsequently adjusted to $0.85 on
April 21, 2005, in accordance with the terms of the warrants previously issued
by the Company September 15, 2004. The debentures are for a term of three (3)
years and earn interest at the rate of 4% per annum. The Company has computed
the fair-value of the warrants utilizing the Black-Scholes method and
apportioned the fair value of the debt and warrants accordingly. As a result,
the debentures were discounted by $528,000, which is being amortized over the
three (3) year life of the debentures. The effective yield on the debenture is
4.38%.

The principal of this Debenture is payable in U.S. currency or, at the option of
the Company, in shares of Common Stock, par value $0.001 per share (the "Common
Stock"), at $.50 per share. At the Company's option, interest on the Debenture
will be payable in cash or shares of Common Stock under a conversion formulas as
provided in the debenture.

ESW's ability to service its indebtedness in cash will depend on its future
performance, which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors. Certain of these factors are
beyond ESW's control. ESW believes that, based upon its current business plan,
it will be able to meet its debt service obligations when due. Significant
assumptions underlie this belief, including, among other things, that ESW will
be successful in implementing its business strategy and that there will be no
material adverse developments in its business, liquidity or capital
requirements. If ESW cannot generate sufficient cash flow from operations to
service its indebtedness and to meet its other obligations and commitments, ESW
might be required to refinance its debt or to dispose of assets to obtain funds
for such purpose. There is no assurance that refinancing or asset dispositions
could be effected on a timely basis or on satisfactory terms, if at all, or
raise funds through asset sales, sales of equity or otherwise, its ability to
pay principal of, and interest on, its debt would be impaired. On such
circumstance, ESW would have to issue shares of its Common stock as repayment of
this debt which would be of a dilutive nature to its present shareholders.



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NEW ACCOUNTING PRONOUNCEMENTS.

In December 2004, FASB Statement No.123 (revised), "Share-based Payment" was
issued. This Statement requires an entity to recognize the grant-date fair value
of stock options and other equity-based compensation issued to employees in the
income statement. FASB 123 (revised) eliminates the ability to account for
share-based compensation transactions using the intrinsic value method in APB
Opinion No.25. The Company will as required adopt as of the first interim or
annual reporting period that begins after December 15th, 2005, FASB Statement
123, "Accounting for Stock-based Compensation" as amended by FASB Statement 148,
"Accounting for Stock-based Compensation Transition and Disclosure". The
adoption of the provisions of SFAS No.148 did not have a material impact on the
Company's consolidated financial statements, and the Company modified its
disclosures in its quarterly reports commencing with the quarter ended March,
2003 as provided for in that standard.

No new accounting pronouncements have been issued during the Three-month period
ended March 31, 2005 that would have a material impact on the Company's
financial statements. The Company has reviewed the status of its accounting
pronouncements and believes there are no significant changes from that disclosed
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
2004, except as provided in this Form 10-QSB.

FOREIGN CURRENCY TRANSACTIONS

None of ESW's revenues during the three month period ended March 31, 2005 were
derived from manufacturing operations in Canada. The results of operations and
the financial position of ESW's operations in Canada is principally measured in
Canadian currency and translated into U.S. dollars. The future effects of
foreign currency fluctuations between U.S. dollars and Canadian dollars will be
somewhat mitigated by the fact that expenses will be generally incurred in the
same currency in which revenues will be generated. The future reported income of
our Canadian subsidiary will be higher or lower depending on a weakening or
strengthening of the U.S. dollar against the Canadian currency.

A small portion of ESW's assets at March 31,2005 are based in its foreign
operation and are translated into U.S. dollars at foreign currency exchange
rates in effect as of the end of each period, Accordingly, ESW's consolidated
stockholders' investment will fluctuate depending upon the weakening or
strengthening of the U.S. dollar against the Canadian currency.

ESW's strategy for management of currency risk relies primarily upon conducting
its operations in the countries' respective currency and ESW may, from time to
time, engage in hedging intended to reduce ESW's exposure to currency
fluctuations. At December 31, 2004, ESW had no outstanding forward exchange
contracts.


ITEM 3. CONTROLS AND PROCEDURES


(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURE

Under the supervision of and with the participation of our management, including
our Chief Executive Officer, we have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures within 90 days of the
filing date of this 10QSB report. Based on their evaluation, our Chief Executive
Officer has concluded that these disclosure controls and procedures are
effective in timely alerting to material information relating to the Company
required to be included in the Company's periodic SEC filings. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

Disclosure controls and procedures are the controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the report that we file under the
Exchange Act is accumulated and communicated to our management, as appropriate,
to allow timely decisions regarding required disclosure.

(b) CHANGES IN INTERNAL CONTROLS

                                 Not applicable.





                                      -5-
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                            PART II OTHER INFORMATION


ITEM 5. OTHER INFORMATION:

Effective April 21, 2005, the Company closed an initial traunche of a private
placement offering. Pursuant to a subscription agreement with one accredited
investor, the Company received $2 million and issued 2,352,941 shares of common
stock; three year warrants to purchase 1,300,000 shares of common stock at $0.90
per share; three year warrants to purchase 200,000 shares of common stock at
$2.00 per share; and three year warrants to purchase 200,000 shares of common
stock at $3.00 per share pursuant to Regulation D of the Securities Act of 1933,
as amended. In connection with the offering, the Company entered into a
registration rights agreement with the investor and agreed to use its best
efforts to file a registration statement for the resale of the common stock and
the shares of common stock issuable upon exercise of the warrants within one
hundred and twenty (120) days of the date of the agreement. The parties intended
the above private placement to be exempt from registration and prospectus
delivery requirements under the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) of the Act and Regulation D promulgated thereunder. The
investor represented that it was an accredited investor and that the investor's
intention was to acquire the securities for investment only and not with a view
to distribution thereof. An appropriate legend was affixed to each warrant and
share of common stock issued in the above private placement and will be placed
on any common stock certificates issued upon exercise of the above warrants. The
investor represented that it was knowledgeable, sophisticated and experienced in
making investment decisions of this kind and received adequate information about
the Company or had adequate access, through the investor's business relationship
with the Company to information about the Company.

Effective April 21, 2005, in conjunction with the offering, the Company adjusted
the exercise price of 3,050,000 three year warrants previously issued to nine
(9) accredited investors including AB Odnia as entity affiliated with Bengt
Odner a director of the Company from $1.00 per share to $0.85 per share in
accordance with the terms of the warrants previously issued by the Company
September 15, 2004.

On April 12, 2005 the Ontario Superior Court of Justice in an action captioned
GERARDI V. ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. ET. AL entered an Order
dismissing by default, without cost, a Statement of Claim that had sought
damages of $100,000,000 and punitive damages of $20,000,0000 against the Company
and Bengt G. Odner, a director of the Company.

On May 11, 2005, pursuant to the terms of Minutes of Settlement, the Company,
without any settlement payment being required to be made, received general
releases from all parties in both the ROYAL EXTRUDERS V. ENVIRONMENTAL SOLUTIONS
WORLDWIDE ET. AL. and BRUNO BENJAMIN LIBER V. ENVIRONMENTAL WORLDWIDE ET AL.
actions that had been before the Ontario Superior Court.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS:

31.1 Certification of Chief Executive Officer , President and Acting Chief
Financial Officer pursuant to the Sarbanes-Oxley Act of 2002.

32.1 Certification pursuant to 18 U.S.C. Section 1350, as amended pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.


(B) REPORTS ON FORM 8-K:

A current Report on Form 8-K was filed on April 27, 2005 reporting that the
Company closed an initial traunche of a private placement offering pursuant to a
subscription agreement with one accredited investor. The Company received $2
million and issued 2,352,941 shares of common stock; three year warrants to
purchase 1,300,000 shares of common stock at $0.90 per share; three year
warrants to purchase 200,000 shares of common stock at $2.00 per share; and
three year warrants to purchase 200,000 shares of common stock at $3.00 per
share pursuant to Regulation D of the Securities Act of 1933, as amended.


A current Report on Form 8-K was filed on April 29, 2005 reporting that the
Company's wholly owned subsidiary ESW America, Inc. terminated Arthur V. Conover
as controller.







                                      -6-

<PAGE>


                                    SIGNATURE

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 thereunto duly authorized.



DATED:    May 13, 2005
          TELFORD, PA

               ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.


                    BY:  /S/ DAVID J. JOHNSON
                         --------------------
                         DAVID J. JOHNSON
                         CHIEF EXECUTIVE OFFICER, PRESIDENT AND ACTING
                         CHIEF FINANCIAL OFFICER



















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