ENVIRONMENTAL SOLUTIONS WORLDWIDE INC



                          FILING TYPE:  10QSB
                          DESCRIPTION: QUARTERLY REPORT
                          FILING DATE:  MAY 15, 2002
                          PERIOD END:  MAR 31, 2002


                PRIMARY EXCHANGE: OVER THE COUNTER BULLETIN BOARD
                                  TICKER: ESWW



<PAGE>





                       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, 2002.

[    ] 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)


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

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


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



Indicate by check mark whether the issuer (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 Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ x ] NO [ ]

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

             TITLE OF EACH CLASS                     OUTSTANDING March 31, 2002
             -------------------                     -----------------------
        Common Stock,  par value $.001                     39,467,374

Transactional Small Business Disclosure Format (check one)  YES []   NO []





<PAGE>









                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.




INDEX




PART I               FINANCIAL INFORMATION                          PAGE NUMBER

Item 1.    Financial Statements

                Consolidated Balance Sheet as of March 31,2002               1

                Consolidated Statements of Operations for the
                   Three Months Ended March 31, 2002                          2

                Consolidated Statement of Changes in
                   Stockholders' Equity For the Three Months ended
                   March 31, 2002                                             3

                Consolidated Statements of Cash Flows for the
                   Three Months Ended March 31, 2002                          4

                Notes to Financial Statements                               5-6

Item 2.    Management's Discussion and Analysis or Plan of Operations      7-10


PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                 10

Item 2.    Changes in Securities                                             11

Item 3.    Defaults Upon Senior Securities                                   11

Item 4.    Submission of Matters to a Vote of Security Holders               11

Item 5.    Other Information                                                 11

Item 6.    Exhibits and Reports                                              11












<PAGE>
<TABLE>
<CAPTION>
                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.

                           CONSOLIDATED BALANCE SHEETS



                                                                  March 31,       December 31,
                                                                   2002              2001
                                                                   ----              ----
                                                                (Unaudited)

ASSETS

Current assets
<S>                                                            <C>             <C>
   Cash and cash equivalents                                   $     28,891    $    243,830
   Accounts receivable                                              264,915         116,518
   Inventory                                                        185,906         133,701
   Prepaid expenses                                                  28,878          69,256
   Other current assets                                              47,500          53,490
                                                               ------------    ------------
         Total current assets                                      556,090         616,795

Property and equipment, net of accumulated depreciation of
   of $142,418 - 2002; $114,374 - 2001                              603,574         611,946

Patents and trademarks, net of accumulated amortization
   of $267,676 - 2002; $213,835 - 2001                            1,872,995       1,926,415
                                                               ------------    ------------
                                                               $  3,032,659    $ 3,155,156
                                                               ============    ===========



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued liabilities                    $    306,364    $    153,411
    Officer's travel allowance payable                              222,000         196,500
    Notes payable                                                   115,000         140,000
                                                               ------------    ------------

          Total current liabilities                                 643,364         489,911
                                                               ------------    ------------
Class A special shares, no par value, 700,000 shares

   authorized, issued and outstanding                               453,900         453,900
                                                               ------------    ------------



Stockholders" Equity

    Common stock, $.001 par value, 100,000,000 shares
         authorized; 39,467,374 - 2002 and 2001; shares
         issued and outstanding                                      39,467          39,467
     Additional paid-in-capital                                   10,327,694      10,118,419
     Accumulated deficit                                          (8,431,766)     (7,946,541)
                                                                ------------    ------------


          Total stockholders' equity                              1,935,395       2,211,345
                                                                ------------    ------------



                                                                $  3,032,659    $ 3,155,156
                                                                ============    ===========
</TABLE>



     The accompanying notes are integral part of these financial statements.

                                       -2-


<PAGE>
<TABLE>
<CAPTION>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)







                                                 Three Months     Three Months
                                                     Ended           Ended
                                                March 31, 2002    March 31, 2001
                                               ---------------    --------------

Revenues
<S>                                                <C>             <C>
   Net sales                                       $    393,318    $     99,916
Cost of sales                                           353,301          58,634
                                                   ------------    ------------

Gross profit                                             40,017          41,282
                                                   ------------    ------------

Operating expenses
   Research and development                               4,413          52,932
   Professional fees                                     53,106          21,790
   Consulting fees                                       46,358         445,750
   Marketing, office & general costs                    421,365         446,051
                                                   ------------    ------------

                                                        525,242         966,523
                                                   ------------    ------------
Net loss                                           $   (485,225)   $   (925,241)
                                                   ============    ============

Loss per share information:
Basic and diluted                                  $     (0.012)   $     (0.028)
                                                   ============    ============

Weighted average number of shares outstanding        39,467,374      32,923,763
                                                   ============    ============

</TABLE>





     The accompanying notes are integral part of these financial statements.


                                       -3-



<PAGE>
<TABLE>
<CAPTION>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                 FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2001
                                   (UNAUDITED)










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

<S>                                 <C>          <C>       <C>           <C>            <C>
January 1, 2002                     39,467,374   $39,467   $10,118,419   $(7,946,541)   $ 2,211,345


Net loss                                  --        --            --        (485,225)      (485,225)


Options and warrants issued
  for services rendered                   --        --           4,285          --            4,285


Stock subscriptions receipts              --        --         204,990          --          204,990
                                      -------   -----------   -----------    -----------    -------



March 31, 2002                      39,467,374   $39,467   $10,327,694   $(8,431,766)   $ 1,935,395
                                    ==========   =======   ===========   ===========    ===========




</TABLE>











     The accompanying notes are integral part of these financial statements.

                                       -4-


<PAGE>
<TABLE>
<CAPTION>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)



                                                              2002            2001*
                                                              ----            -----


<S>                                                        <C>          <C>
Net Loss                                                   $(485,225)   $  (925,241)

Adjustment to reconcile net loss to net cash provided by
  (used in) operating activities:

   Depreciation                                               28,044         29,808

   Amortization                                               53,420         53,420

   Non cash compensation and services                          4,285        363,457

   Change in operating assets and liabilities                 24,219        102,010
                                                           ---------    -----------


Net cash used in operating activities                       (375,257)      (376,546)
                                                           ---------    -----------

Investing activities:

   Acquisition property and equipment                        (19,672)      (439,657)

   Contract deposit                                             --          100,000

   Patents and trademarks                                       --          (44,587)
                                                           ---------    -----------


Net cash provided by (used in) investing activities          (19,672)      (384,244)
                                                           ---------    -----------

Financing activities:

   Notes payable                                             (25,000)        85,500

   Issuance of common stock                                     --           62,500

   Stock subscriptions receipts                              204,990           --
                                                           ---------    -----------


Net cash provided by financing activities                    179,990        148,000
                                                           ---------    -----------


Net increase (decrease) in cash                             (214,939)      (612,790)



Cash, beginning of period                                    243,830        673,776
                                                           ---------    -----------



Cash, end of period                                        $  28,891    $    60,986
                                                           =========    ===========

Supplementary Disclosures:

Non-cash investing and financing activities

   Purchase of assets and technology

     Common stock                                          $    --      $ 2,052,450

     Note payable                                               --          100,000



* Reclassified for comparative purposes

</TABLE>




     The accompanying notes are integral part of these financial statements.

                                       -5-


<PAGE>



                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NATURE OF BUSINESS AND BASIS OF PRESENTATION

The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. The condensed consolidated
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's annual report on Form 10KSB for the
year ended December 31, 2001 filed by the Company on April 1, 2002.

The condensed consolidated financial statements included herein reflect, in the
opinion of management, all adjustment (consisting primarily only of normal
recurring adjustments) necessary to present fairly the results for the interim
periods. The results of operations for the three months ended March 31, 2002 is
not necessarily indicative of results to be expected for the entire year ending
December 31, 2002.

The Company was incorporated in the state of Florida. On February 19, 1999 the
Company changed its name to Environmental Solutions Worldwide, Inc. (the
Company, or ESWW). On January 11, 2001, the Company purchased certain assets and
established a manufacturing facility in Telford, Pennsylvania. (See Note 2).

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles which contemplate
continuation of the Company as a going concern. The Company, however, has
sustained continuing operating losses and lacks a sufficient source of
commercial income, which creates uncertainty about the Company's ability to
continue as a going concern. The Company's ability to continue operations as a
going concern and to realize its assets and to discharge its liabilities is
dependent upon obtaining additional financing sufficient for continued
operations as well as the achievement and maintenance of a level of profitable
operations. Management believes that the current business plan if successfully
implemented may provide the opportunity for the Company to continue as a going
concern.

PURCHASE OF ASSETS

On January 11, 2001, the Company acquired equipment and technology (including a
patent and patents pending) from an unrelated third party. Through this purchase
the Company expects to bring its product to market. The Company paid $400,000 in
cash, $100,000 in notes (outstanding as of March 31, 2002 and December 31,
2001), incurred approximately $43,035 in closing costs and issued 2,000,000
shares of Company stock valued at $.6875 per share plus contingent options
valued at $.6775 per shares to purchase up to an additional one million shares
exercisable at $0.01 to the sellers.

The purchase price was allocated as follows:
Equipment                                           $   500,000
Patent and Technology                               $ 2,093,035
                                                    -----------
Total                                               $ 2,593,035



                                      -6-
<PAGE>



                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)






ISSUANCE OF COMMON STOCK

During July 2001, the Company entered into equity financing agreements with
accredited investors for $525,000, totaling 1,312,500 shares of common stock in
the Company. To date, the Company has received $271,990 with the balance due of
$186,010. No shares will be issued to an investor until the Company receives the
full payment for same.


STOCK OPTIONS AND WARRANT GRANTS

In February 2002, the board of directors authorized the issuance of 50,000
options exercisable at $0.52 per share and expires three years later. The
Company recorded compensation expense of $4,285.

On January 11, 2001, the Company entered into two consulting agreements. Both
agreements run for three years and provide for annual fees at $75,000 and
$50,000, respectively. In addition, the agreements provided for stock options
allowing each consultant to acquire 500,000 shares of common stock exercisable
at $0.01 per share during the first year. As of March 31, 2001, each consultant
had exercised their options for 250,000 shares. The issuance of these shares was
recorded as compensation expense.


RELATED PARTY TRANSACTIONS

The Chairman of the Company is owed $222,000 (December 31, 2000 - $196,500) for
reimbursement of business travel expenses. The amounts expenses in office,
travel, and other costs were $25,500 and $25,500, respectively, for the three
months ended March 31, 2002 and 2001. The Chairman also has a non-interest
bearing note payable by the Company of $15,000 (December 31, 2001 - $40,000).

During the three month period ended March 31, 2002 and 2001, the Company paid
shareholders and their affiliates $58,046and $91,500, respectively for various
services rendered.

CONTINGENCIES

REGULATORY MATTERS

The Company had been notified by staff of the SEC's Fort Worth District Office
that they intend to recommend that the Commission bring enforcement actions
against the Company and its Chairman for: 1) violations of the securities laws
and related regulations involving false and misleading press releases and
disclosures made in SEC filings and, 2) an improper use of the Rule 504
exemption for the Company's January 1999 offering of shares. The false and/or
misleading disclosures are alleged primarily to involve the Company's test
results of its prototype catalytic converters and other related data. The
Company and its Chairman have been cooperating with the SEC's staff in this
matter. The Company cannot estimate the effects, if any, on the accompany
financial statements of the ultimate resolution of this matter.



LITIGATION

In January, 2002, an action was filed in Ontario, Canada against the Company for
approximately $50,000 (U.S.) plus costs.

In March, 2002, an action was filed in the United States District Court for the
Eastern District of Pennsylvania against the Company ESW America the Company's
wholly owned subsidiary and a current and former director. The claim is for an
unspecified amount in excess of $75,000.

The Ontario and Pennsylvania actions are indirectly related in that the
principal of the claimant in the Ontario action is also a plaintiff in the
Pennsylvania action.

The Company is exploring settlement of both actions without admitting or denying
any liability. In the event the actions can not be settled on terms satisfactory
to the Company, the Company will be required to file an answer in the
Pennsylvania action.



                                      -7-
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

In 2001 the Company emerged from a development stage enterprise to a sales and
manufacturing company. The Company started to generate revenues from operations
during its first quarter of fiscal year 2001. Below are comparisons with
operating results from prior periods. Due to the transition from a development
stage company and the initial generation of revenues during fiscal year 2001
there is no meaningful comparisons of results from the first three months of the
current and prior fiscal years.

Revenue in the first quarter of 2001 was $ 99,916 compared to the first quarter
of 2002 of $ 393,318. As previously noted, this substantial increase in revenue
can be attributed to the transition from a development stage company to one that
generates revenues.

Of total sales in the first quarter of 2002, Gasoline (EnviroCat) contributed
approximately 77%, Diesel (CleanCat) approximately 7% and (QuiteCat) and others
approximately 16% of sales.

Gross profit margin in first quarter 2001 was 41% compared to first quarter 2002
of 10% a decrease of approximately 30%. This decrease was mainly due to initial
set up costs in the ramp up of production, and delays in the receipt of raw
materials, which increased overtime and additional unexpected production runs.
Management believes that these costs can be attributed as initial start up cost
which should be non recurring. Management further believes that these non
recurring costs have been addressed as current production runs have demonstrated
significant improvements in operating margin.

Net loss for the first quarter 2001 operations including deprecation and other
non cash items was$ 925,241 compared to $ 485,225 in the first quarter of 2002,
an improvement approximately $440,000.

Basic and diluted loss per share in the first quarter of 2001 was $.028 per
share as compared to $.012 per share for the first three months of 2002.

By the end of 2001 the Company started EPA certification for an external OEM
(Original Equipment Manufacturer) customer for one of its diesel products. The
tests were completed early in the first quarter 2002 and the product was
certified by the EPA for the customer.

A second EPA test was carried out for the same customer during the first quarter
of 2002 where the diesel Quiet Cat(TM) product received an additional EPA
certification for a different diesel engine group.




                                      -8-
<PAGE>

In the first quarter the Company made significant progress in it's capability to
produce catalyst substrates. Current capacity to produce and catalyze the new
substrate designs has increased to 60,000 units per month. As this capacity is
in excess of current sales, the Company is now positioned to attract
additional customers.

The Company is now adjusting its sales strategy in favor of high volume
customers needing catalyzed substrates . This change means less emphasis on
selling completed of finished catalytic converters. As such, the Company has
established relationships with outside catalytic converter assemblers and
marketers that fabricate ready to install products that can incorporate our
substrates . This has allowed the Company to concentrate on its core
technological competency, which is manufacturing catalyzed substrates.


The Company's business plan calls for overhead expenditures of approximately
$1,600,000 over the calendar year 2002.

Subject to certain variables, some of which may be beyond the Company's control,
sales are expected to reach breakeven point in fiscal 2002.

In March 2001, the Company achieved its full compliance ISO 9001:2000
certificate. The ISO certificate forces the Company to follow strict quality
guidelines, administrative protocol and safety procedures to a recognized
international standardized code. The Company is audited every 6 months by ISO
auditors for compliance. The Company passed its second audit in the most
recently completed quarter.

RESULTS OF OPERATIONS

Revenue for the first quarter ended March 31, 2002 was $393,318 compared to
$99,916 for the same period ended March 31, 2001.

Net loss from operations for the 3 months period ended March 31,2001 was
$485,225 compared to $925,241 for the 3 months period ended March 31, 2001, a
decrease of $440,016

The decrease in the loss from operations was related to a decrease in research
and development costs of $48,519 as the Company graduated from a development
stage company to an operating company, decrease in marketing, office and general
costs of $24,686 which is primarily comprised of expenses relating to initial
cost cutting in relation the move of the company's head quarters to Telford.



                                      -9-
<PAGE>


Consulting fees decreased by $399,392 this decrease is mainly due to stock
options given in 2001 in respect of two consulting agreements which were
recorded as compensation expenses in 2001.

The gross margin for the 3 months period ended March 31, 2002 was 10%. The gross
margin in 2001 for the same period was 41%. The decrease in gross margin was
related to initial set up costs in the ramp up of production, delays in the
receipt of raw materials, and increased inventory cost, which increased overtime
and additional unexpected production runs.

LIQUIDITY AND CAPITAL RESOURCES.

The Company's cash and cash equivalents were $28,891 on March 31, 2002 as
compared to $243,830 at December 31, 2001. The decrease in cash and cash
equivalents in the 3 month period was related to the increase in accounts
receivable and increase in inventory.

Accounts receivable amounted to $264,915 on March 31, 2002 compared to $116,518
on December 31, 2001 an increase of $ 148,397 for the period.

Inventories were $185,906 on March 31, 2002 compared to $133,701 on December 31,
2001 an increase of $52,205 for the period.

Current liabilities amounted to $643,346 on March 31, 2002 as compared to
$489,911 on December 31, 2001 an increase of $153,453. The increase is primarily
attributed to an increase in, trade payables and amounts due to an officer and a
shareholder of the Company for the period.

Investing activities amounted to $19,672 during the 3 month period ended March
31, 2002 as compared to $ 384,244 for the same period in 2001.The investing
activities primarily related to the net purchase of property and equipment.

Net cash provided by financing activities for the 3 month ended March 31, 2002
amounted to $179,990 as compared to $ 148,000 for the same period in 2001.

Net cash used in operating activities amounted to $375,257 during the 3 month
period ended March 31 2002 as compared to $376,546 for the same period in 2001.


Management believes that the Company will increase orders as it moves forward
with the Company business plan.

Although we do not need certification of our products in order to sell them in
many markets, the successful EPA certifications recently received for our diesel
product is encouraging. Further successful certifications of our products in the
United States, Mexico and China should lead to increased volumes, as
certifications are required to gain full customer acceptance.

We continue to deplete our current cash resources, and do not presently have the
total funds needed to expand our capacity or fully develop our existing and new
technologies and sustain our operations until we anticipate our operating cash
flow will be positive. We presently expect to raise additional money through the
sale of our securities and or operational business lines of credit until such
time as we obtain a positive cash flow. Under our present business plan we
anticipate that we have enough cash and account receivables to sustain our
operations until Q3 of 2002. However, there can be no assurance that we will be
able to sustain our operation, through Q3 of 2002 as our business plan is
subject to variables beyond our control. Accordingly, the successful completion
of the sale of equity securities and/or other financing will be essential for us
to continue in operation until such time as we will be able to generate
sufficient revenue.


                                      -10-
<PAGE>

During 2001, the Company entered into equity financing agreements with
accredited investors for $525,000, totaling 1,312,500 shares of common stock in
the Company. The Company received $271,990 in the first quarter of 2002 and as
of March 31, 2002 $ 186,010 is still outstanding to the Company, the Company
expects to receive these payment in due course. No shares will be issued to an
investor until the Company receives the full payment for same.

The Company anticipates raising additional equity in the near future in order to
fully implement our operational and marketing plans; however, there is no
assurance that we will be successful in raising the additional capital. If we
are unable to secure the required financing, we may be forced to take steps to
reduce expenses, such as reducing our staff or our research and development
efforts and/or selling off any assets. Any such action, however, may result in
an inability to further develop, sell, and market our catalytic converter
technology. In such event, we may be forced to cease operations.

In November of 2000 the Company received notice from the Securities and Exchange
Commission that it is currently subject to an order of investigation by the
Commission. In the event the Commission commences an enforcement action against
the Company, the Commission may, among other remedies, impose a civil monetary
penalty or seek an order of permanent injunction if it is determined that there
was a violation of securities laws. The imposition of a monetary penalty could
have an adverse effect on the Company liquidity position.

Additionally, we may potentially face claims for rescission and damages stemming
from a prior offering made under a claimed exemption under Regulation D of the
Securities Act. The Commission has alleged that a specific offering conducted by
our prior management was based upon an inapplicable exemption under Rule 504 of
the Security Act. During the course of the Commission's investigation, we have
voluntarily provided information to the Commission and have cooperated with its
inquiry. Our new management intends to continue to cooperate with the
Commission, in the event formal charges are asserted against the Company,
management intends to make every effort to resolve any claims in the best
interest of its shareholders.


PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
The Company was initially contacted by the Securities and Exchange Commission
("Commission"), and subsequently on November 29, 2000 the Company's securities
counsel, was notified by the staff of the Commission's Fort Worth, Texas
District Office that it intended to recommend that an enforcement action be
instituted against the Company. The recommended enforcement action would be
based on alleged false and misleading statements contained in Company press
releases, filings with the Commission and other information provided to the
public market. The Commission alleges that the false and misleading statements
and omissions included, among other things, the identity, background and stock
ownership of the Company's management. Additionally it is alleged that the
Company made false and misleading statements concerning test results, production
schedules and anticipated revenues to be derived from catalytic converters, the
Company's principal product. The Commission has also alleged that the Company
has made false and misleading statements in connection with its future stock
price. The Commission has further alleged that the Company in January 1999
distributed 15,000,000 shares of its common stock based upon an inapplicable
exemption under Rule 504 of the Securities Act. The Company has been advised
that the Commission may seek an order of permanent injunction and the imposition
of civil monetary penalties against the Company.




                                      -11-
<PAGE>


Mr. Bengt Odner, the Company's Chairman was subsequently informed on March 7,
2001 by the Fort Worth, Texas District Office that the Commission intended to
recommend an enforcement action against him individually in connection with his
affiliation with the Company. Specifically, the recommended enforcement action
against Mr. Odner is based upon similar allegations of alleged false and
misleading statements contained in Company press releases, postings on the
Company's web site, and in filings with the Commission. The claimed false and
misleading statements concern among other things, the performance of the
Company's catalytic converter and the identity, background and role of the
Company's management. Mr. Odner has been advised that the Commission may seek an
order of permanent injunction and the imposition of civil money penalties.

The Company and Mr. Odner have voluntarily provided information and testimony to
the Commission and have cooperated with its inquiry. The Company's new
management intends to continue to cooperate with the Commission in the event
formal charges are made against the Company in an effort to resolve all claims
in the best interest of the Company and its shareholders. In the event the
Company is required to take action against founders, insiders, former management
or others to obtain damages or reimbursement, it intends to do so to protect the
interests of the Company and its stockholders.

In January 2002 an action was commenced against the Company by Royal Extruders
in Ontario Canada for approximately $50,000 U.S. plus cost. The principal of the
claimant Royal Extruders is Robert Vivacqua, who is a party to a second action
subsequently commenced against the Company in the U.S. District Court for the
Eastern District of Pennsylvania. The Company believes that a final
determination of the Ontario claim will not have an adverse effect on the
financial position of the Company.

In March 2002 an action was instituted in the U.S. District Court for the
Eastern District of Pennsylvania by Robert Vivacqua, John Greco and Ronald
Rickett against the Company, its wholly-owned subsidiary ESW America, Inc., Mark
Nicole a former officer and director of the Company and Bengt Odner the
company's current Chairman. The complaint alleges certain violations of Federal
and State Securities Laws, fraud, misrepresentation and breach of fiduciary duty
and seeks a sum in excess of $75,000 with respect to the claims.

While the Company believes it has a meritorious defense to the actions, it has
entered into settlement discussions with the plaintiffs of both the Ontario and
Pennsylvania actions to resolve both matters on mutually satisfactory terms. The
Company believes that it is in its best interest to seek a favorable settlement
to the claims in lieu of the time, effort and legal costs that would be involved
in contesting the claims.

In the event that the claims cannot be settled to the Company's satisfaction,
then in that event, the Company intends to contest the matters vigorously as it
believes that it has meritorious defenses to the claims.

Upon reaching final settlement, the terms will be disclosed by the Company.




                                      -12-
<PAGE>

ITEM 2.    CHANGE IN SECURITIES

                     None


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

                    None


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                    None


ITEM 5.    OTHER INFORMATION

                    None



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

                    None








                                    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:     TELFORD PA
           MAY 17, 2002
                     Environmental Solutions Worldwide, Inc.


                             By:      /s/ BENGT ODNER
                                      -----------------------
                                      Bengt Odner
                                      Chairman



                                      -13-
<PAGE>