UNITED STATES
                       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, 2006.

     [ ] 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.)

                                 335 Connie Cr.
                         Concord Ontario Canada L4K 5R2
        (Address of principal executive offices, including postal code.)

                                 (905) 695-4142
              (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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [x]

The issuer had 59,265,938 shares of common stock, par value $0.001 outstanding
as of April 28, 2006.
<PAGE>

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                                   FORM 10-QSB


                                      INDEX

PART I    FINANCIAL INFORMATION                                         PAGE NO.

  ITEM 1  Financial Statements (unaudited)
            Consolidated Condensed Balance Sheet as of                        F2
              March 31, 2006
            Consolidated Condensed Statements of Operations for the           F3
              Three Months Ended March 31, 2006 and 2005

         Consolidated Condensed Statement of Changes in Stockholders'         F4
                Equity for the Three Months Ended March 31, 2006

           Consolidated Condensed Statements of Cash Flows for the            F5
                   Three Months Ended March 31, 2006 and 2005

            Notes to Consolidated Condensed Financial Statements         F6- F15

  ITEM 2  Management's Discussion and Analysis of Operations                   2

  ITEM 3  Controls and Procedures                                             10

PART II   OTHER INFORMATION

  ITEM 5  Other Information -- Subsequent Events                              11
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

SEE FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                              AS AT MARCH 31, 2006
                                   (UNAUDITED)


ASSETS

Current assets
<S>                                                              <C>
      Cash and cash equivalents (Note 4)                           $  1,093,791
      Accounts receivable - net of allowance of $25,071 (Note 2)        609,959
      Insurance proceeds recoverable (Note 5)                           150,302
      Inventory (Note 6)                                              1,189,391
      Prepaid expenses                                                  261,782
                                                                   ------------

           Total current assets                                       3,305,225

Property, plant and equipment, net of accumulated
      depreciation of $ 853,964 (Note 7)                              3,919,442

Patents and trademarks, net of accumulated
      amortization of $1,104,547                                      1,003,221
                                                                   ------------

                                                                   $  8,227,888
                                                                   ============

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
      Accounts payable and accrued liabilities                     $    631,370

      Redeemable Class A special shares (Note 8)                        453,900

      Current portion of capital lease obligation (Note 14)               3,200
                                                                   ------------

           Total current liabilities                                  1,088,470

Long Term Liabilities
      Captial lease obligation (Note 14)                                 13,572

      Convertible debentures  (Note 9)                                5,844,197
                                                                   ------------

           Total liabilities                                          6,946,239
                                                                   ------------

Stockholders Equity (Note 11)
      Common stock, $0.001 par value, 125,000,000
           shares authorized; 57,724,492 shares
           issued and outstanding                                        57,724
      Additional paid-in capital                                     17,504,645
      Accumulated deficit                                           (16,280,720)
                                                                   ------------

           Total stockholders' equity                                 1,281,649
                                                                   ------------

                                                                   $  8,227,888
                                                                   ============


   The accompanying notes are an integral part of these financial statements
</TABLE>


                                       F2
<PAGE>

<TABLE>
<CAPTION>

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTH PERIODS ENDING MARCH 31,
                                   (UNAUDITED)



                                                           2006            2005
                                                   ------------    ------------
Revenue
<S>                                                <C>             <C>
       Net sales                                   $    235,143    $    466,731

Cost of sales                                           346,819         270,893
                                                   ------------    ------------

Gross profit                                           (111,676)        195,838
                                                   ------------    ------------

Operating expenses
       Marketing, office and general costs              919,654         528,752
       Research and development costs                    71,495          91,996
       Officers' compensation and directors fees        117,222          74,423
       Consulting and professional fees                  23,843         102,784
       Interest on long term debt                        61,000          61,000
       Foreign exchange loss / (gain)                     2,999          (8,908)
       Depreciation and amortization                     83,791          65,591
                                                   ------------    ------------

                                                      1,280,004         915,638
                                                   ------------    ------------

Loss from operations                                 (1,391,680)       (719,800)

Interest Income                                          19,469          15,882
                                                   ------------    ------------

Net Loss                                           $ (1,372,211)   $   (703,918)
                                                   ============    ============


Loss per share                                     $      (0.02)   $      (0.01)
                                                   ============    ============


Weighted average number of shares outstanding        57,537,083      50,224,843
                                                   ============    ============





    The accompanying notes are an integral part of these financial statements
</TABLE>




                                       F3
<PAGE>

<TABLE>
<CAPTION>


                                          ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                           CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FOR THE THREE MONTH PERIOD ENDING MARCH 31, 2006
                                                        (UNAUDITED)


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

<S>     <C>                                       <C>          <C>            <C>            <C>             <C>
January 1, 2006                                   57,422,824   $     57,422   $ 17,434,697   $(14,908,509)   $  2,583,610

Net Loss                                                --             --             --       (1,372,211)     (1,372,211)

Common stock issued from exercise of options          25,000             25          4,225           --             4,250

Common stock issued from exercise of warrants        276,668            277         65,723           --            66,000

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

March 31, 2006                                    57,724,492   $     57,724   $ 17,504,645   $(16,280,720)   $  1,281,649
                                                ============   ============   ============   ============    ============



         See accompanying notes to the consolidated financial statements
</TABLE>



                                       F4
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                     2006           2005
                                                                              -----------    -----------

<S>                                                                           <C>            <C>
Net loss                                                                      $(1,372,211)   $  (703,918)

Adjustments to reconcile net loss to net cash used in operating activities:
            Depreciation                                                          128,130         43,802
            Amortization                                                           52,731         53,789
            Recovery for uncollectible accounts                                    (2,343)          --
         Interest on debentures                                                    61,000         61,000
            Amortization of debenture warrant fair value                           44,000         44,000
Increase (decrease) in cash flows from operating activities resulting from
         changes in:
            Accounts receivable                                                   213,389         49,266
         Insurance proceeds recoverable                                            (1,802)          --
            Inventory                                                            (160,757)      (420,576)
            Prepaid expenses                                                       (2,505)      (238,260)
            Accounts payable and accrued liabilities                             (259,900)       171,980
                                                                              -----------    -----------

Net cash used in operating activities                                          (1,300,268)      (938,917)
                                                                              -----------    -----------

Investing activities:
            Acquisition of property, plant and equipment, net                    (758,032)      (451,307)
            Increase in patents and trademarks                                       (639)        (2,188)
                                                                              -----------    -----------

Net cash used in investing activities                                            (758,671)      (453,495)
                                                                              -----------    -----------

Financing activities:
            Issuance of common stock, net                                          70,250           --
            Capital lease obligaition                                                (893)          --
                                                                              -----------    -----------


Net cash provided by financing activities                                          69,357           --
                                                                              -----------    -----------

Net decrease in cash                                                           (1,989,582)    (1,392,412)

Cash & cash equivalents, beginning of year                                      3,083,373      4,633,013
                                                                              -----------    -----------


Cash & cash equivalents, end of period                                        $ 1,093,791    $ 3,240,601
                                                                              ===========    ===========


Supplemental disclosures:
Interest received                                                             $    19,469    $    15,882
                                                                              ===========    ===========


    The accompanying notes are an integral part of these financial statements
</TABLE>


                                       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,
which contemplate continuation of the company as a going concern. The Company,
however, has sustained continuing operating losses and presently 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 profitable level of operations. Management believes the current business
plan if successfully implemented may provide an opportunity for the Company to
achieve profitable operations and allow it to continue as a going concern. These
statements should be read in conjunction with the financial statements and the
notes thereto included in our Annual Report on Forms 10-KSB and 10-KSB/A, as
filed with the Securities and Exchange Commission for the year ended December
31, 2005.

Revenues and operating results for the three months ended March 31, 2006 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 inter-company transactions
have been eliminated.

ESTIMATES

The preparation of consolidated condensed 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

The Company's cash balances are maintained in various banks in Canada and the
United States. Deposits held in banks in the United States are insured up to
$100,000 for each bank by the Federal Deposit Insurance Corporation. The
balances at times may exceed these limits.

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 customers accounted for
25.8%, 25.6% and 15.1% of the Company's revenue for the three months ended March
31, 2006. Three customers accounted for 61.1%, 11.8% and 9.5% of the Company's
accounts receivable as at March 31, 2006.



                                      F-6
<PAGE>

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 $25,071 was appropriate as at March 31, 2006.

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 three months ended
March 31, 2006 and 2005 were $52,731 and $53,789 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 1.5% of total revenue) from
providing air testing and environmental certification services. Revenues from
these services are recognized upon performance.

RESEARCH AND DEVELOPMENT

The Company is engaged in research and development work. Research and
development costs, other than for the acquisition of capital assets, are charged
as operating expense of the Company as incurred. In the first three months of
2006 the Company expensed $71,495 (2005 - $91,996) towards research and
development costs.

NOTE 3 - CHANGE IN ACCOUNTING POLICY

In December 2004, the FASB issued Revised Statement of Financial Accounting
Standards No. 123, Share-Based Payment (FAS 123R), which replaced FAS 123 and
superseded APB Opinion No. 25, Accounting for Stock Issued to Employees. FAS
123R requires companies to measure the cost of services received in exchange for
an award of equity instruments based on the grant-date fair value of the award,
and to recognize the cost over the requisite service period.



                                      F-7
<PAGE>

Effective January 1, 2006, the Company adopted SFAS 123 (revised 2004),
SHARE-BASED PAYMENT ("SFAS 123R"), which revises SFAS 123 and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS 123R requires
all share-based payments to employees to be recognized in the financial
statements based on their fair values using an option-pricing model, such as the
Black-Scholes model, at the date of grant. The cost will be recognized over the
period during which an employee is required to provide services in exchange for
the award, known as the requisite service period (usually the vesting period).
The Company elected to use the modified prospective method for adoption, which
requires compensation expense to be recorded for all unvested stock options and
restricted shares beginning in the first quarter of adoption. Compensation cost
for awards granted prior to, but not vested as of, the date the Company adopted
SFAS 123R were based on the grant date fair value and attributes originally used
to value those awards.

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 - INSURANCE PROCEEDS RECOVERABLE

During the previous year, a flood caused damage to a machine in the plant. The
machinery was written off and a claim has been submitted to the Company's
insurance company.

NOTE 6 - INVENTORY

Inventories as at March 31, 2006 are summarized as follows:


Raw materials          $  913,532
Work-In-Process           242,219
Finished goods             33,640
                       ----------
                       $1,189,391
                       ==========


NOTE 7 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at March 31, 2006 consists of the following:


                                           2006
                                       -----------
Plant, machinery and equipment         $ 3,345,253
Office equipment                           171,085
Furniture and fixtures                     396,622
Vehicles                                    12,014
Leasehold improvements                     848,436
                                       -----------

                                         4,773,406
Less: accumulated depreciation             853,964
                                       -----------

                                       $ 3,919,442
                                       ===========



                                      F-8
<PAGE>

The office equipment above includes $ 17,665 in assets under capital lease with
a corresponding accumulated depreciation of $1,443 at March 31, 2006.

NOTE 8 - REDEEMABLE CLASS A SPECIAL SHARES

700,000 Class A special shares       $ 453,900 (based on the historical exchange
outstanding.                         rate at the time of Authorized, issued, and
                                     issuance.)

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 (which translates to $599,315 USD at March 31, 2006). 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, 2006 BBL has an accumulated deficit of $ 1,192,783 USD ($1,844,918 CDN as at
March 31, 2006) and therefore, the holder would be unable to redeem the Class A
special shares at their ascribed value.



NOTE 9 - CONVERTIBLE DEBENTURES

In September 2004, the Company issued $6,100,000 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 principal is due at the end of three years from the date of issuance.
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 12). At the Company's option, the
interest on the debentures can be paid in cash or in shares of common stock. As
per the terms of the debentures, in September 2005, the Company elected to issue
shares of our common stock as payment of interest earned on our 4% convertible
debentures issued in September 2004 and therefore, a total of 348,571 shares of
common stock were issued to 10 debenture holders for the $244,000 of accrued
interest through September 13, 2005. As of March 31, 2006, interest in the
amount of $ 61,000 on these has been accrued in accounts payable and accrued
liabilities.

AMORTIZATION OF THE DISCOUNT:

           Face value of convertible debenture              6,100,000
           Less: Discounted                                 (528,000)
                                                         -------------
           Book value upon issuance                       $ 5,572,000
           Amortization of the discount 2004                   52,197
                                                         -------------
           December 31, 2004                              $ 5,624,197
           Amortization of the discount 2005                  176,000
                                                         -------------
           December 31, 2005                              $ 5,800,197
           Amortization of the discount 2006                   44,000
                                                         -------------
           March 31, 2006                                 $ 5,844,197
                                                         =============



                                      F-9
<PAGE>

NOTE 10 - INCOME TAXES

As at March 31, 2006, there are loss carryforwards for Federal income tax
purposes of approximately $11,037,565 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 $3,863,148 has been established
until realizations of the tax benefit from the loss carryforwards are assured.

Additionally, as at March 31, 2006, the Company's two wholly owned Canadian
subsidiaries had loss carryforwards of approximately $3,522,359 that may be
used, in future periods, to offset taxable income. The deferred tax asset of
approximately $1,271,572 has been fully offset by a valuation allowance until
realization of the tax benefit from the loss carryforwards are assured.

                       FOR THE PERIOD ENDED MARCH 31, 2006

Statutory tax rate:
         U.S.                                                         35.0%
         Foreign                                                      36.1%

Loss before income taxes:
         U.S.                                                 $    791,811
         Foreign                                                   580,400
                                                              ------------
                                                               $ 1,372,211

Expected income tax recovery                                  $   (486,774)

Differences in income taxes resulting from:
         Depreciation (Foreign operations)                         (87,317)
                                                              ------------
                                                                $ (574,091)
Benefit of losses not recognized                                   574,091
                                                              -------------
Income tax provision (recovery) per financial statements      $          0
                                                              -------------


Deferred income tax assets and liabilities consist of the following temporary
difference:

                                                     AS AT MARCH 31, 2006

Assets
         Capital Assets - Tax Basis (Foreign operations only)  $ 1,650,639
         Capital Assets - Book Value (Foreign operations only)  (1,849,770)
         Net Capital Assets                                     $ (199,131)
         Tax loss carry forwards                                14,559,924
         Allowance for doubtful accounts                            25,071
Net deductible temporary differences                           $14,385,864
                                                               ===========
         Net deferred income tax asset                         $ 5,072,000
         Valuation Allowance                                    (5,072,000)
                                                               -----------
         Carrying Value                                        $         0
                                                               ===========



                                      F-10
<PAGE>

NOTE 11 - ISSUANCE OF COMMON STOCK

There was nil issuance of common stocks during the three month period ended
March 31, 2005.

On February 10, 2006 the Company received $4,250 for the exercise of options at
$0.17 per share and issued 25,000 shares of common stock.

During January to March 2006 the Company received $66,000 from the exercise of
648,235 warrants to purchase 276,688 shares of common stock. The warrants were
issued as a part of the Unit Placements in 2002 in which participants received
one warrant for each unit purchased, that allows for the purchase of one-half
share of common stock for each share of common stock purchased in the Unit
Placement. Warrants can only be exercised in even lots for full shares for an
exercise price of $0.30 per share.


NOTE 12 - STOCK OPTIONS AND WARRANT GRANTS

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.

In December 2005, the board of directors approved the aggregate award of 995,000
stock options to three employees, three executive officer/directors and two
outside directors. The options have immediate vesting with an exercise price of
$1.00 per share (a premium to the fair-market value of the stock at the date of
grant) with an exercise period of five years from the date of award.


Had compensation cost for the Company's stock options that were issued during
the three month period ended March 31, 2005, 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
                          THREE MONTHS ENDED MARCH 31,


                                                           2005
                                                       ------------

Number for basic and diluted
earnings (loss) per share available
to common stockholders                                 $   (703,918)
Deduct: Total stock-based
           Compensation expense
           determined under fair
           value based method, net                           (9,800)
                                                       ------------
Net loss - pro forma                                   $   (713,718)
                                                       ============
Denominator for basic earnings
(loss) per share -
Weighted average shares outstanding                      50,224,843
Effect of dilutive securities:
  Employee stock option                                        --
  Warrants                                                     --
  Convertible debt conversion                                  --

Denominator for basic and diluted
earnings (loss) per share -
Weighted average shares outstanding                      50,224,843

Earnings (loss) per share
  Basic - Pro forma                                    $      (0.01)




                                      F-11
<PAGE>

Potential common shares of 5,431,667 related to ESW's outstanding stock options
and potential common shares of 7,910,737 related to ESW's outstanding Warrants
and potential common shares of 12,200,000 related to ESW's 4 percent Convertible
debentures were excluded from the computation of diluted earnings/(loss) per
share for the three month period ended March 31, 2006, as the effect of
inclusion of these shares and the related interest expense would have been
anti-dilutive.

A summary of option 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, 2005              4,526,667              $0.51
Granted                                   1,030,000              $0.98
Expired                                     (50,000)            ($1.50)
Exercised                                   (50,000)            ($0.50)
                                          ----------            --------
Outstanding, December 31, 2005            5,456,667              $0.59
Granted                                           0                 --
Expired                                      (    0)                --
Exercised                                   (25,000)            ($0.17)
                                          ----------            --------
Outstanding, March 31, 2006               5,431,667              $0.59
                                          ----------            --------



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, 416,666 are currently vested, and 83,334 will vest in
August 2006.

At March 31, 2006, the outstanding options have a weighted average remaining
life of 40 months.

The weighted average fair value of options granted during the first quarter of
2006 and 2005 was Nil and $0.50 respectively and was estimated using the
Black-Scholes option-pricing model, and the following assumptions:


                               March 31,2005
                               -------------
Expected volatility               98.00%
Risk-free interest Rate            4.00%
Expected life                    5.0 yrs
Dividend yield                     0.00%
Forfeiture rate                    0.00%



                                      F-12
<PAGE>

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, 2006, the Company had outstanding options as follows:


NUMBER OF SHARES        EXERCISE PRICE      EXPIRATION DATE
----------------        --------------      ---------------
         500,000            0.27            August 6, 2013
          50,000            0.45            April 20, 2009
         250,000            0.50            May 4, 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
          35,000            0.50            January 6, 2008
          85,000            0.60            December 10, 2006
         666,667            0.66            September 10,2008
         995,000            1.00            December 31, 2010
 ---------------
       5,431,667
 ---------------



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. A summary of warrant transactions is as follows:


                                                                WEIGHTED
                                          WARRANT               AVERAGE
                                          SHARES             EXERCISE PRICE
                                      ----------------      ----------------

Outstanding, January 1, 2005              7,298,531              $0.58
Granted                                   3,272,500              $1.28
Exercised                                (2,336,176)            ($0.30)
                                          ----------            --------
Outstanding, December 31, 2005            8,234,855              $1.14
Granted                                         --                  --
Exercised                                  (324,118)            ($0.30)
                                          ----------            --------

Outstanding, March 31, 2006               7,910,737              $1.11
                                          ----------            --------


Outstanding warrants as of March 31, 2006 :


NUMBER OF WARRANT SHARES     EXERCISE PRICE             EXPIRATION DATE
------------------------     --------------             -----------------
       750,000                  0.17    (A)&(E)         April 27, 2006
       838,237                  0.30    (B)&(F)         April 27, 2006
     3,050,000                  0.85    (C)& (D)        September 13, 2007
     1,300,000                  0.90    (B)             April 21, 2008
       200,000                  2.00                    April 21, 2008
       200,000                  3.00                    April 21, 2008
     1,202,500                  0.90    (B)             July 5, 2008
       185,000                  2.00                    July 5, 2008
       185,000                  3.00                    July 5, 2008
     ---------
     7,910,737
     ---------



                                      F-13
<PAGE>

(A) Originally exercisable at $1.20 per share and re-priced in September 2001
and subsequently in 2002.

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

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

(E) Effective October 3, 2005 the Company extended the expiry date from October
10, 2005 to April 27, 2006, for 750,000 warrants issued in the Company's October
2000 Private Placement.

(F) Effective November 3, 2005, the Company extended the expiry date from
November 14, 2005 to April 27, 2006, for these warrants previously issued in the
second traunch of the Company's Unit Private Placement in October 2002. The
Company recorded $14,350 as warrant extension expense.

On June 23, 2005, the company, with shareholder approval, amended its 2002 Stock
Option Plan, to increase the underlying shares authorized under the plan to
5,000,000 shares of common stock.

NOTE 13 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2006 and 2005, the Company paid
shareholders and their affiliates for salaries and reimbursement of business
expenses. All transactions are recorded at the exchange amounts. No one
transaction or combination attributed to one individual or entity exceeding
$60,000 on an annual basis.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

LEASES

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 houses 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 houses the Company's executive offices and a high volume
manufacturing plant. The possession of the leasehold space took place on May 24,
2005 and the term of the lease will run for a period of 5 years from the
commencement date of July 15, 2005.

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


                     2006      375,939
                     2007      440,922
                     2008      446,337
                     2009      451,752
                     2010      150,463



                                      F-14
<PAGE>

CAPITAL LEASE OBLIGATION

The Company is committed to the following lease payments in connection with the
acquisition of capital assets under capital leases:

         2006                                        $  3,288
         2007                                           4,385
         2008                                           4,385
         2009                                           4,385
         2010                                           3,288
                                                     ---------
                                                     $ 19,731

         Less imputed interest at 7.902%                2,959
                                                     ---------

         Total obligation under capital lease          16,772

         Less current portion                           3,200
                                                     ---------

         Total long-term portion                     $ 13,572
                                                     =========

The Company has incurred $475 interest expense on capital leases for the period.

NOTE 15 - COMPARATIVE FIGURES

Certain 2005 figures have been reclassified to conform to the financial
statements presentation adopted in the current period.

NOTE 16 - SUBSEQUENT EVENTS

On April 25, 2006 the Company received $220,588 from the exercise of warrants.
The warrants were issued as a part of the Company's Unit Placement in 2002 in
which subscribers received one share of the Company's common stock, par value
$0.001 (the "Common Stock") and one warrant exercisable for the purchase of
one-half a share of common stock (the "Unit Warrants"). The Unit Warrants can
only be exercised in even lots for full shares of Common Stock at an exercise
price of $0.30 for one share of Common Stock.

On April 25, 2006 the Company also received $127,500 from the exercise of
warrants that had an exercise price of $0.17 for one share of Common Stock. The
warrants were issued as a part of the Company's Unit Placements in 2000 in which
subscribers received one warrant for each unit purchased.

On May 3, 2006 the Company extended the term of 250,000 options exercisable at
$0.50 a share, previously issued to two executive officers through May 1, 2009.


                                      F-15
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

The following discussion should be read in conjunction with our 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 our business.
Investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake 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, we
caution investors that actual financial and operating results may differ
materially from those projected in forward-looking statements made by, or on
behalf of, us. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause the actual results, performance,
or achievements 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 our Annual Report on Forms 10-KSB and
10-KSB/A (No. 1) for the year ended December 31, 2005 as filed with the
Securities and Exchange Commission.

GENERAL

We develop, manufacture and sell environmental technology solutions, and are
currently focused on the international automotive, transportation and utility
engine industries. We manufacture 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. We also offer emissions testing and certification
services.

Our main line of business is the production of catalyzed substrates. Catalyzed
substrates are an integral part of catalytic converter systems sold worldwide.
Our company serves both original equipment vehicle manufacturers ("OEMs") and
the replacement markets, or aftermarket, worldwide. For 2006 we are organizing
into two major operating segments of business. The manufacturing of catalytic
converters and the emissions certification and verification of internal
combustion engines ranging from 0.5 to 600 horse power.

Our primary business objective is to capitalize on the growing global
requirement of reducing emissions, by offering catalyst technology solutions to
the market. We have developed certain relationships with OEM's of engines for
both automotive and other markets. As part of our efforts to grow our business,
as well as to achieve increased production and distribution efficiencies we are
making capital investments in manufacturing capability to support our products
as well as expensing money on research and development for new products to serve
potential customers.

Factors that are critical to our success include winning new business, managing
our manufacturing to ensure proper levels in line with business needs,
maintaining competitive wages and benefits, maximizing efficiencies in
manufacturing processes, and reducing overall costs. In addition, our ability to
adapt to key industry trends, such as increasing technologically sophisticated
products, changing aftermarket distribution partners, and increasing
environmental standards, also plays a critical role in our success. Other
factors that are critical to our success include adjusting to environmental and
economic challenges such as increases in the cost of raw materials and our
ability to successfully reduce the impact of any such cost increases through
material substitutions, cost reduction initiatives and other methods.


                                      -2-
<PAGE>

We have a substantial amount of indebtedness. As such, our ability to generate
cash, both to fund operations and service our debt, is also a significant area
of focus for our company. See "Liquidity and Capital Resources" below for
further discussion of cash flows.

We have 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.

Our 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. Our customers have incorporated our 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 our Clean Cat (R), Pro Cat (TM), Quiet Cat (TM) catalyst
products and services. Our 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, we 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, we have
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.

Our subsidiary ESW America Inc. 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 we follow strict quality guidelines, administrative
protocol and safety procedures to a recognized international standardized code.
ISO auditors confirm compliance by auditing us periodically. We passed our most
recent surveillance audit in June 2005, and are in full compliance with the ISO
requirements. We currently hold a full registration certificate effective until
March of 2007. Our subsidiary ESW Canada Inc. in it's new manufacturing
facility, is in the implementation process of the ISO 9001:2000 standard
Management considers an ISO certification essential for us to do business with
many export customers.


                                      -3-
<PAGE>

SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING STANDARDS

GENERAL

Our discussion and analysis of the financial condition and results of operations
are based upon our consolidated condensed financial statements, which have been
prepared in accordance with United States Generally Accepted Accounting
Principles.

A critical accounting policy is defined as one that is both material to the
presentation of our financial statements and requires management to make
difficult, subjective or complex judgments that could have a material effect on
our financial condition and results of operations. Specifically, critical
accounting estimates generally require us to make assumptions about matters that
are highly uncertain at the time of the estimate; and if different estimates or
judgments were used, the use of these estimates or judgments would have a
material effect on our financial condition or results of operations.

The estimates and judgments we make that affect the reported amount of assets,
liabilities, revenues and expenses are based on our historical experience and on
various other factors, which we believe to be reasonable in the circumstances
under which they are made. Actual results may differ from these estimates under
different assumptions or conditions. We consider our accounting policies related
to revenue recognition, the valuation of inventories and accounting for the
value of long-lived assets and intangible assets to be critical accounting
policies.


REVENUE RECOGNITION

We recognize revenue when it is realized or realized and earned. We consider
revenue realized or realizable and earned 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.

On a monthly basis, an aged account receivable report is produced and we review
all account receivables. We review all amounts outstanding greater than sixty
days. Based on previous customers payment history, we determine whether an (or
portion of an) allowance needs to be provided on each customers' outstanding
balance.

INVENTORIES

Raw materials are stated at the lower of cost and replacement cost. Work in
process and finished goods inventories are stated at the lower of cost and net
realizable value. These costs include the cost of materials plus direct labor
applied to the product and the applicable share of overhead. Cost is determined
on a first-in-first-out basis.

Our policy for valuation of inventory, including the determination of obsolete
or excess inventory, requires management to estimate the future demand for the
Company's product. Inventory is subject to inexact estimates by management.

We purchase on a "buy to order" basis. When a customer orders a product, then we
purchase the majority of the materials to start manufacturing the product.


VALUATION OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS

We assess the impairment on long-lived assets and intangible assets whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable.


                                      -4-
<PAGE>

Intangible assets are stated at cost less accumulated amortization and are
comprised of licenses and patents. Unforeseen events, changes in circumstances
and market conditions, and material differences in the value of long-lived and
intangible assets due to changes in estimates of future cash flows could affect
the fair value of the our assets and require an impairment charge. Intangible
assets are reviewed annually to determine if any events have occurred that would
warrant further review. In the event that a further assessment is required, we
will analyze estimated undiscounted future cash flows to determine whether the
carrying value of the intangible asset will be recovered and if an impairment
charge will be required.


Patents include all costs necessary to acquire intellectual property such as
patents and trademarks, as well as legal costs arising out of litigation
relating to the assertion of any Company-owned patents.

RESEARCH AND DEVELOPMENT

We are engaged in research and development work. Research and development costs
for the acquisition of capital assets that have a future benefit have been
capitalized. Due to uncertainties all other costs relating to research and
development have been expensed as incurred.

COMPARISON OF THREE MONTH PERIOD ENDED MARCH 31, 2006 TO THREE MONTH PERIOD
ENDED MARCH 31, 2005

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 Forms 10-KSB and 10-KSB/A (No. 1) for the year
ended December 31, 2005.

Our financial performance is heavily dependent upon the sales volume achieved.
Revenues for the three month period ended March 31, 2006 decreased by $231,588
or 49.6 percent, to $ 235,143 from $ 466,731 for the three month period ended
March 31, 2005. The decrease in revenue was due in part to the balance of an
order received in 2005, totaling approximately $480,000 that was to be produced
and shipped during this period has been delayed and put on hold as a result of
our customer having a lower sales volume than they anticipated. We anticipate
that this order will be fulfilled sometime in 2006. Management believes 2006
looks positive for the Company and for the industry in general and that net
sales will improve in the remaining quarters of fiscal year 2006 over the same
periods in the prior fiscal year as a portion of newly developed products are
introduced and sold, assuming continued demand in the overall emissions
reductions solutions market.


                                      -5-
<PAGE>

Cost of sales for the three month period ended March 31, 2006 increased by
$75,926 or 28.0 percent, to $346,819 from $270,893 for the three month period
ended March 31, 2005. Cost of sales as a percentage of revenues for the three
month period ended March 31, 2006 was 147.5 percent compared to 58.0 percent for
the three month period ended March 31, 2005. The gross margin for the three
month period ended March 31, 2006 was negative 47.5 percent as compared to a
gross margin of 42.0 percent for the three month period ended March 31, 2005.
The reasons for the higher costs of sales include: (i) we experienced certain
inefficiencies in production which related to higher direct labor costs as the
new plants commenced operations (ii) Certain sales were made at lower
selling prices in order to gain market share resulting in higher material costs
and (iii) higher depreciation costs as a result of the two plants coming on line
whereas last year we operated in one smaller location.

Marketing, office and general expenses for the three month period ended March
31, 2006 increased by $390,902 or 73.9 percent, to $919,654 from $528,752 for
the three month period ended March 31, 2005. The primary reason for the increase
was due to the addition of a plant in Canada, and consisted of (i) $211,097
increase in administrative payroll costs, (ii) $45,475 increase in facility
costs, mainly attributable to rent, (iii) an increase of $66,756 in plant
set-up, (iv) $51,781 increase in marketing and sales as the company added sales
people, attended more trade shows and handed out more samples, (v) $30,478
increase in office and miscellaneous, and (vi) $14,685 decrease in investor
relations as less presentations were performed. As a percentage of revenue,
marketing, office and general expenses increased to 391.1 percent for the three
month period ended March 31, 2006, compared to 113.3 percent for the three month
period ended March 31, 2005.

We experienced a modest decrease in research and development costs. For the
three month period ended March 31, 2006 research and development costs decreased
by $20,501, or 22.3 percent to $71,495 from $91,996 for the three month period
ended March 31, 2005.

Officers' compensation and directors' fees for the three month period ended
March 31, 2006 increased by $42,799, or 57.5 percent, to $117,222 from $74,423
for the three month period ended March 31, 2005. As a percentage of revenue,
officers' compensation and directors' fees increased to 49.9 percent for the
three month period ended March 31, 2006, compared to 15.9 percent for the three
month period ended March 31, 2005. In 2006, we instituted monthly compensation
for outside directors of $2,500. Compensation to outside directors for the first
quarter amounted to $18,750.


                                      -6-
<PAGE>

Consulting and professional fees for the three month period ended March 31, 2006
decreased by $78,491 to $23,843 from $102,784 for the three month period ended
March 31, 2005. The decrease is due to fees paid in the three month ended March
31, 2005 for consulting fees related to the development and implementation of
our two new facilities. As a percentage of revenue, consulting and professional
fees decreased to 10.1 percent for the three month period ended March 31, 2006,
compared to 22.0 percent for the three month period ended March 31, 2005.

Interest expense on long-term debt was $61,000 for the three month period ended
March 31, 2006 which is consistent with the three month period ended March 31,
2005. In September 2004, we issued $6.1 million of convertible debentures in
which the basis of conversion into our 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, 2006, we had cash and cash equivalents
of $1,093,791.

Net Cash used in operating activities for the three month period ended March 31,
2006 amounted to $ 1,300,268 as compared to $ 938,917 for the three month period
ended March 31, 2005. The increase was mainly attributable to the loss, net of
depreciation, amortization, recovery for uncollectible accounts, interest and
amortization of the fair value of the debenture warrant of $ 1,088,693. As well
as an increase in operating assets and liabilities of $ 211,575 which was
primarily due to a decrease in accounts receivable, an increase of inventory,
offset by a decrease in accounts payable and accrued liabilities, primarily due
to accounts payable attributed to planned expansions at its manufacturing
facilities.

Net Cash used in investing activities was $ 758,671 for the three month period
ended March 31, 2006 as compared to $ 453,495 for the three month period ended
March 31, 2005. The capital expenditures in the first quarter of 2006 were
primarily dedicated to the purchase of equipment and leaseholds for our research
and development facilities located in Montgomery Township, Pennsylvania, and the
manufacturing facility in Concord Ontario, Canada.

Net cash provided in financing activities totaled $ 69,357 for the three month
period ended March 31, 2006 as compared to nil for the three month period ended
March 31, 2005. The funds were received through the exercise of options and
warrants.

We made substantial capital investments in manufacturing capability to support
our products. We are in the final stages of the completion of the plants. When
fully complete, our new substrate manufacturing plant located in Concord
Ontario, Canada, is intended to enable us to control the complete manufacturing
process required for production of catalyzed substrates. Catalyzed substrates
are the integral part of all catalytic converter systems sold worldwide.


                                      -7-
<PAGE>

We have also made a substantial capital investment in our new Tech Center based
in Montgomeryville Pennsylvania. This facility provides the catalytic and
chemical wash coat products for the new Concord Ontario plant. As well all of
our emission testing laboratories and testing capabilities is located there. The
new 40,200 sq ft facility houses a state of the art 18,000 sq ft expansion of
"Air Testing Services", our EPA/CARB recognized engine/vehicle emissions testing
lab. The facilities include several new testing systems. In addition to our
existing laboratory testing capabilities, we have acquired additional heavy duty
and light duty truck chassis dynamometers, as well as a heavy-duty-diesel
transient engine emissions test dynamometer, and additional analytical test
instruments.

Our principal source of liquidity is cash provided by financing activities. Our
principal use of liquidity will be to finance capital expenditures and to
provide working capital availability. We expect that total capital expenditures
for 2006 will be approximately $800,000. These capital expenditures will be used
primarily for equipment and the completion of the facilities.

We believe this capital expenditure will improve our retention of small to
medium-sized customers while at the same time provide us with added sales
capacity for higher-end selling solutions. It is anticipated that the expansion
of our testing facilities will bring increase revenue, as ATS will now have the
capacity to service larger customers.

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 our current operating plan, management believes that at March 31, 2006,
cash balances, anticipated cash flows from operating activities, or other
available financing sources, such as the issuance of debt or equity securities
will be sufficient to meet its working capital needs on a short-term basis for
at least the next six months. Overall capital adequacy is monitored on an
ongoing basis by our management and reviewed quarterly by the Board of
Directors.

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.

Our 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.


                                      -8-
<PAGE>

DEBT STRUCTURE

In September 2004, we issued $6.1 million of convertible debentures in which the
basis of conversion into our 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. We have 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 our option,
in shares of common stock, par value $0.001 per share, at $.50 per share. At our
option, interest on the debenture will be payable in cash or shares of common
stock under a conversion formulas as provided in the debenture as per the terms
of the debentures. We elected to issue shares of our common stock as payment of
the first year's interest earned on our 4% convertible debentures issued in
September 2004. A total of 348,571 shares of common stock were issued to 10
debenture holders for the $244,000 of accrued interest through September 13,
2005.

Our ability to service our indebtedness in cash will depend on our future
performance, which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors. Certain of these factors are
beyond our control. We believes that, based upon our current business plan, we
will be able to meet our debt service obligations when due. Significant
assumptions underlie this belief, including, among other things, that we will be
successful in implementing our business strategy and that there will be no
material adverse developments in our business, liquidity or capital
requirements. If we cannot generate sufficient cash flow from operations to
service our indebtedness and to meet our other obligations and commitments, we
might be required to refinance our 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, our debt would be impaired. On such
circumstance, we would have to issue shares of our common stock as repayment of
this debt, which would be of a dilutive nature to its present shareholders.


                                      -9-
<PAGE>

FOREIGN CURRENCY TRANSACTIONS

The results of operations and the financial position of our 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 would be higher or lower
depending on a weakening or strengthening of the U.S. dollar against the
Canadian currency.

A portion of our assets 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, our consolidated stockholders' investment will
fluctuate depending upon the weakening or strengthening of the U.S. dollar
against the Canadian currency.

Our strategy for management of currency risk relies primarily upon conducting
our operations in the countries' respective currency and we may, from time to
time, engage in hedging intended to reduce our exposure to currency
fluctuations. At March 31, 2006, we had no outstanding forward exchange
contracts.


ITEM 3. CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURE

EVALUATION OF THE COMPANY'S DISCLOSURE AND INTERNAL CONTROLS.

The Company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" as of the end of the period covered by this
report. This evaluation was done with the participation of management, under the
supervision of the Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO").

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS.

A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost
effective control system, misstatements due to error or fraud may occur and not
be detected. The Company conducts periodic evaluations of its internal controls
to enhance, where necessary, its procedures and controls.


                                      -10-
<PAGE>

CONCLUSIONS.

Based on our evaluation the CEO and CFO concluded that the registrant's
disclosures, controls and procedures are effective to ensure that information
required to be disclosed in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Security Exchange Commission rules and forms.

(b) CHANGES IN INTERNAL CONTROLS

Not applicable.


                            PART II OTHER INFORMATION

ITEM 5. OTHER INFORMATION

SUBSEQUENT EVENTS

On April 25, 2006 the Company received $220,588 from the exercise of warrants.
The warrants were issued as a part of the Company's Unit Placement in 2002 in
which subscribers received one share of the Company's common stock, par value
$0.001 (the "Common Stock") and one warrant exercisable for the purchase of
one-half a share of common stock (the "Unit Warrants"). The Unit Warrants can
only be exercised in even lots for full shares of Common Stock at an exercise
price of $0.30 for one share of Common Stock.

On April 25, 2006 the Company also received $127,500 from the exercise of
warrants that had an exercise price of $0.17 for one share of Common Stock. The
warrants were issued as a part of the Company's Unit Placements in 2000 in which
subscribers received one warrant for each unit purchased.

On May 3, 2006 the Company extended the term of 250,000 options exercisable at
$0.50 a share, previously issued to two executive officers through May 1, 2009.

On May 5, 2006 the Company filed a post effective amendment No.1 on Form SB-2
(Registration No. 333-129579) to its Registration Statement declared effective
by the Securities and Exchange Commission on December 22, 2005. Post-Effective
Amendment No. 1 to the Registration Statement on Form SB-2 (Registration No.
333-129579) amends the Company's Registration Statement declared effective by
the Securities and Exchange Commission on December 22, 2005 to include
information from its Form 10-KSB, filed with the Commission on April 3, 2006 and
our Form 10-KSB/A (No. 1) filed with the Commission on April 27, 2006, and to
update financial information to include the Company's December 31, 2005 results.


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<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS:

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

31.2    Certification of 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.

32.2    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

On January 3, 2006, the Company filed a current report on Form 8-K dated the
same date with respect to an amendment to the Company's by-laws permitting the
Board to appoint additional persons to serve as board members in accordance with
the By-laws until the next annual general meeting of shareholders.

On February 17, 2006, the Company filed a Current Report on Form 8-K dated
February 16, 2006 reporting the election of Michael F. Albanese to the Board of
Directors and his appointment to serve as the Chairperson of the Audit
Committee and as a member of the Compensation Committee.



                                    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 12, 2006
Concord, Ontario CANADA

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.



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




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