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 - June 30, 2004.

     [ ] 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)


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

The issuer had 50,224,843 shares of common stock, par value $0.001 outstanding
as of July 31, 2004.
















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                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                                   FORM 10-QSB

                                      INDEX

PART I             FINANCIAL INFORMATION                                       PAGE NO.

<S>                                                                            <C>
        ITEM 1     Financial Statements (unaudited)
                        Consolidated Balance Sheet as of June 30, 2004            F2

                        Consolidated Statements of Operations for the Three and   F3
                            Six Months Ended June 30, 2004 and 2003

                        Consolidated Statement of Changes in Stockholders'        F4
                           Equity for the Six Months Ended June 30, 2004

                        Consolidated Statements of Cash Flows for the             F5
                           Six Months Ended June 30, 2004 and 2003

                        Notes to Consolidated Financial Statements             F6 - F13

        ITEM 2     Management's Discussion and Analysis of Operations           14 - 18

        ITEM 3     Controls and Procedures                                        18

PART II            OTHER INFORMATION

        ITEM 1     Legal Proceedings                                              18

        ITEM 5     Other Information                                              19

        ITEM 6     Exhibits and Reports on Form 8-K                               19


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                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                           CONSOLIDATED BALANCE SHEET
                                 June 30, 2004
                                   (UNAUDITED)



ASSETS

Current assets
<S>                                                                <C>
      Cash and cash equivalents                                    $     46,763
      Accounts receivable - net of allowance
           for bad debts of $7,500                                      288,984
      Inventory                                                         241,121
      Prepaid expenses                                                   17,348
      Other current assets                                               27,731
                                                                   ------------

           Total current assets                                         621,947

Property and equipment, net of accumulated
      depreciation of $393,202                                          408,429

Patents and trademarks, net of accumulated
      amortization of $746,792                                        1,407,729
                                                                   ------------

                                                                   $  2,438,105
                                                                   ============

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
      Accounts payable and accrued expenses                        $    345,979
      Shares subject to mandatory redemption:
           Class A special shares, no par value
           700,000 shares authorized, issued
           and outstanding                                              453,900
                                                                   ------------

           Total current liabilities                                    799,879
                                                                   ------------


Stockholders Equity
      Common stock, $0.001 par value, 100,000,000
           shares authorized; 50,099,843
           shares outstanding                                            50,099
      Additional paid-in capital                                     12,126,439
      Accumulated deficit                                           (10,538,312)
                                                                   ------------

           Total stockholders' equity                                 1,638,226
                                                                   ------------

                                                                   $  2,438,105
                                                                   ============



   The accompanying notes are an integral part of these financial statements
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                                       F2

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                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30,
                                   (UNAUDITED)


                                                    Six Months Ended June 30,    Three Months Ended June 30,
                                                     2004            2003*           2004            2003*
                                                 ------------    ------------    ------------    ------------
Revenue
<S>                                              <C>             <C>             <C>             <C>
      Net sales                                  $    926,178    $  1,055,252    $    430,748    $    507,806

Cost of sales                                         524,846         489,309         246,489         222,393
                                                 ------------    ------------    ------------    ------------

Gross profit                                          401,332         565,943         184,259         285,413
                                                 ------------    ------------    ------------    ------------

Operating expenses
      Consulting and professional fees                165,457          98,918          81,386          39,050
      Marketing, office & general costs               705,948         619,513         360,297         320,968
      Officers compensation and directors fees        228,269          80,781          97,019          43,748

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

                                                    1,099,674         799,212         538,702         403,766
                                                 ------------    ------------    ------------    ------------

Net loss                                         $   (698,342)   $   (233,269)   $   (354,443)   $   (118,353)
                                                 ============    ============    ============    ============


Loss per share information
Basic and diluted                                $     (0.014)   $     (0.005)   $     (0.007)   $     (0.002)
                                                 ============    ============    ============    ============


Weighted average number of shares outstanding      49,738,685      48,350,477      50,097,096      48,472,428
                                                 ============    ============    ============    ============

      *  Reclassified for comparative purposes












    The accompanying notes are an integral part of these financial statements
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                                       F3

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                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                   (UNAUDITED)




                                                       Common Stock          Additional       Accumulated
                                                  Shares         Amount        Paid-In         Deficit          Total
                                                                               Capital
                                                ------------   ------------   ------------   ------------    ------------
<S>                                            <C>          <C>            <C>            <C>             <C>
January 1, 2004                                   49,349,490   $     49,348   $ 11,880,083   $ (9,839,969)   $  2,089,462

Net loss                                                --             --             --         (698,343)       (698,343)

Common stock issued from exercise of warrants        750,353            751        224,356           --           225,107

Options issued for services rendered                    --             --           22,000           --            22,000
                                                ------------   ------------   ------------   ------------    ------------


June 30, 2004                                     50,099,843   $     50,099   $ 12,126,439   $(10,538,312)   $  1,638,226
                                                ============   ============   ============   ============    ============










    The accompanying notes are an integral part of these financial statements
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                                       F4

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<CAPTION>

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 30,
                                   (UNAUDITED)

                                                            2004        2003
                                                         ---------    ---------

<S>                                                      <C>          <C>
Net loss                                                 $(698,343)   $(233,269)

Adjustments to reconcile net loss to net cash
         used in operating activities:

         Non-cash services                                  22,000         --
         Provision for bad debts                             7,500         --
         Depreciation                                       60,400       57,300
         Amortization                                      107,262      107,171
         Change in operating assets and liabilities        237,197     (174,537)
                                                         ---------    ---------

Net cash used in operating activities                     (263,984)    (243,335)
                                                         ---------    ---------

Investing activities:

         Acquisition of property and equipment              (1,246)     (29,493)
         Increase in patents and trademarks                   --        (15,108)
                                                         ---------    ---------

              Net cash used in investing activities         (1,246)     (44,601)
                                                         ---------    ---------

Financing activities:

         Issuance of common stock                          225,107      247,000
                                                         ---------    ---------


Net decrease in cash                                       (40,123)     (40,936)

Cash, beginning of period                                   86,886      110,784
                                                         ---------    ---------


Cash, end of period                                      $  46,763    $  69,848
                                                         =========    =========


Non-Cash Financing Activities
         Exercise of warrants                            $    --      $     544
                                                         =========    =========







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


                                       F5


<PAGE>




                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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
multitude of applications as well as providing engine testing and certification
services.

The accompanying consolidated financial statements 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 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 10-KSB for the year
ended December 31, 2003 filed by the Company with the Securities and Exchange
Commission on March 12, 2004.

The accompanying condensed consolidated financial statements reflect, in the
opinion of management, all adjustments (consisting primarily of normal recurring
adjustments) necessary to present fairly the results for the interim periods.
The results of operations for the three and six months ended June 30, 2004 are
not necessarily indicative of results to be expected for the entire year ending
December 31, 2004.

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 revenue,
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 discharge its liabilities is dependent upon obtaining
additional financing sufficient for continued operations as well as achieving
and maintaining profitable operations.





                                       F6



<PAGE>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2 - ACCOUNTS RECEIVABLE AND CONCENTRATIONS OF CREDIT RISK

The Company monitors its customer's receivables and while it may, on occasion,
request advance payments, it generally does not require collateral from those
customers. Four customers of the Company's ESW America, Inc. subsidiary
accounted for 24%, 14% 13% and 13%, respectively, of consolidated product
revenues for the six months ended June 30, 2004. Three customers accounted for
33%, 23% and 20% respectively, of accounts receivable as of June 30, 2004.
Management periodically reviews Accounts Receivable and establishes reserves
when it believes collections may become an issue.


NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2004, the financial Accounting Standards Board's ("FASB") Emerging
Issues Task Force ("EITF") reached a consensus on EITF No. 03-06, "Participating
Securities and the Two-class Method Under FASB Statement No. 128, Earnings Per
Share". EITF 03-06 addresses a number of questions regarding the computation of
earnings per share by companies that have issued securities other than common
stock that contractually entitle the holder to participate in dividends and
earnings of the company when, and if, it declares dividends on its common stock.
The issue also provides further guidance in applying the two-class method of
calculating earnings per share, clarifying what constitutes a participating
security and how to apply the two-class method of computing earnings per share
once it is determined that a security is participating, including how to
allocate undisturbed earnings to such a security. EITF 03-06 is effective for
fiscal periods beginning after March 31, 2004. The adoption of EITF 03-06 is not
expected to have a material effect on our financial position or results of
operations.

In December 2003, the Financial Accounting Standards Board's ("FASB") issued
SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other
Post Retirement Benefits" ("SFAS 132R"). SFAS 132R revises the disclosures for
pension plans and other post retirement benefit plans. The adoption of this
statement does not impact the Company's historical or present financial
statements, as the Company does not have a pension plan and does not offer any
other post retirement benefits.





                                       F7


<PAGE>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

In December 2003, The FASB issued FASB Interpretation ("FIN") No. 46 (Revised
December 2003), "Consolidation of Variable Interest Entities" ("FIN 46R"), which
requires variable interest entities (commonly referred to as SPEs) to be
consolidated by the primary beneficiary of the entity if certain criteria are
met. FIN No. 46R is effective immediately for all new variable interest entities
created or acquired. The adoption of this statement does not impact the
Company's historical or present financial statements, as the Company has not
created or acquired any variable interest entities, nor does it expect to in the
future.

In May 2003, the FASB issued SFAS 150, "Accounting for Certain Instruments with
Characteristics of Both Liabilities and Equity". SFAS 150 requires that certain
instruments classified as part of stockholders' equity and liabilities be
classified as liabilities. The Company reclassified its outstanding Class A
Special Shares to current liabilities as of October 1, 2003.

In December 2002, The FASB issued SFAS No. 148 "Accounting for Stock-based
Compensation, Transition and Disclosure". SFAS No 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS No. 148 also requires
that disclosures of the pro forma effect of using the fair value method of
accounting for stock-based employee compensation be displayed more prominently
and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the
pro forma effect in interim financial statements. The adoption of the provisions
of SFAS No. 148 did not have a material impact on the Company's consolidated
financial statements. The Company modified its disclosures in its quarterly
reports commencing with the quarter ended March 31, 2003, as provided for in the
new standard.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF No. 00-21, "Revenue Arrangements with Multiple Deliverables". EITF No.
00-21 provides guidance on how to account for arrangements that involve the
delivery or performance of multiple products, services and or rights to use
assets. The provisions of EITF No. 00-21 will apply to revenue arrangements
entered into in fiscal periods beginning after June 15, 2003. The Company
believes that its current accounting is consistent with the provisions of EITF
00-21 and therefore the provisions of EITF 00-21 do not have a material impact
on the Company's consolidated financial statements.



                                       F8


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                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

In November 2002, the EITF reached a consensus on EITF No. 02-16, "Accounting
for Consideration Received from a Vendor by a Customer". EITF No. 02-16 provides
guidance as to how customers should account for cash consideration received from
a vendor. EITF No. 02-16 presumes that cash received from a vendor represents a
reduction of the prices of the vendor's products or services, unless the cash
received represents a payment for assets or services provided to the vendor or a
reimbursement of costs incurred by the customer to sell the vendor's products.
The provisions of EITF No. 02-16 apply to all agreements entered into or
modified after December 31, 2002. Management does not expect the provisions of
EITF No. 02-16 to have a material impact on the Company's consolidated financial
statements.

In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, including Indirect Guarantees of
Indebtedness of Others". FIN No. 45 requires that a liability be recorded in the
guarantor's balance sheet upon issuance of a guarantee. In addition, FIN No. 45
requires disclosures about the guarantees that an entity has issued, including a
reconciliation of changes in the entity's product warranty liabilities. The
initial recognition and initial measurement provisions of FIN No. 45 are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantor's fiscal year-end. The
disclosure requirements of FIN No. 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. The Company does not
guarantee the indebtedness of others, therefore there will not be any impact on
the Company's consolidated financial statements and there is no need for the
Company to modify its disclosures herein as required.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS NO. 146 nullifies the accounting for
restructuring costs provided in EITF Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires
that a liability associated with an exit or disposal activity be recognized and
measured at fair value only when incurred. In addition, one-time service
termination benefits should be recognized over the period employees will render
service, if the service period required is beyond a minimum retention period.
SFAS No. 146 is effective for exit or disposal activities initiated after
December 31, 2002. Management does not expect that the application of the
provisions of SFAS No. 146 will have a material impact on the Company's
consolidated financial statements.


                                       F9


<PAGE>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4 - ISSUANCE OF COMMON STOCK

In March 2004, the Company received $210,106 from the exercise of 1,400,706
warrants to purchase 700,353 shares of common stock and an additional $15,000
from the exercise of 100,000 warrants to purchase 50,000 shares in April 2004.
The warrants were issued as a result of Unit Placements in 2002 and 2003 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. Each warrant has an exercise price of $0.15,
and can only be exercised in even lots for full shares.


NOTE 5 - STOCK OPTIONS AND WARRANT GRANTS

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

In August 2003, the board of directors ratified the Compensation Committees
granting of 650,000 options in the aggregate at an exercise price of $0.27
(fair-market-value on date of grant) per share as consideration for their
service on the board. The options expire ten years from the date of grant and
vest over a three-year period.

In November 2003, the board of directors ratified the employment contract of the
then President and Chief Executive Officer, which included the granting of
2,000,000 options at an exercise price of $0.66 (110% of fair-market value on
the date of grant) per share. The options expire in five years from the date of
grant and vest over a two-year period with one-third vesting immediately and
thereafter on the first and second anniversary of the employment contract
provided the contract is in force and effect.




                                       F10


<PAGE>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 5 - STOCK OPTIONS AND WARRANT GRANTS (CONTINUED)

On April 30, 2004, the then Chairman, President and Chief Executive Officer
resigned from the Company effective May 1, 2004. Consequently, all unvested
options (1,333,333 of the 2,000,000) granted under the November 2003 contract
lapsed and were cancelled. In addition, the Company awarded 50,000 options to
its former Chairman, President and Chief Executive Officer to purchase 50,000
shares of common stock at $0.45 per share (fair market value on the date of
grant) for consulting services subsequent to his termination. The fair-market
value for the 2,000,000 options (determined under the Black-Scholes method) was
approximately $1,200,000 of which $500,000 was reflected as pro-forma
compensation expense in the pro forma information presented for the year ended
December 31, 2003. The $700,000 balance, which will no longer vest, is not
reflected in the accompanying pro forma data.

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

Had compensation cost for the Company's stock option plan 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
                                                   SIX MONTHS ENDED JUNE 30,
                                                  2004               2003
                                            ------------------------------------

     Net loss - as reported                 $   (676,342)        $    (233,269)
     Deduct:   Total stock-based
               compensation expense
               determined under fair
               value based method, net           (36,758)              --
                                            ------------------------------------

     Net loss - pro forma                   $   (713,100)        $    (233,269)
                                            ====================================


     Basic and diluted loss per share -
                as reported                 $     (0.014)         $    (0.005)
                                            ====================================

                pro forma                   $     (0.014)         $    (0.005)
                                            ====================================


                                       F11


<PAGE>


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 5 - STOCK OPTIONS AND WARRANT GRANTS (CONTINUED)

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


NOTE 6 - RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2004 and 2003, the Company paid
shareholders and their affiliates $9,141 and $19,128, respectively (in addition
to salaries and reimbursement of business expenses) for various services
rendered. No one transaction or combination attributed to one individual or
entity exceeded $60,000 on an annual basis.


NOTE 7 - LITIGATION

The Company was advised in December 2003 that a Statement of Claim was filed in
the Ontario Superior Court of Justice against it, a current director and others
alleging that it and other parties released and disseminated false and
misleading statements about its business from on or about March 1999 through
March 2000. The complaint seeks damages of $100,000,000 and punitive damages of
$20,000,000. The Company has not been served with the Statement of Claim and the
time to serve the Company has lapsed. The Company believes the claim to be
without merit. The claim, however, may be refiled and subsequently served on the
Company. The Company, if served with a Statement of Claim if refiled with the
Court, intends to contest the claim vigorously.

In January 2002, an action was filed in Ontario, Canada against the Company for
breach of an agreement claiming approximately $50,000 plus costs. It is the
opinion of management that the final determination of this claim will not have a
material effect on the financial position or operating results of the Company.

The Company received a letter in February 2004 claiming an amount due of
$192,000 per the terms of a consulting agreement. No legal action has been
instituted to date, and the Company intends to vigorously contest any claims
related to this matter.





                                       F12


<PAGE>


NOTE 8 - SUBSEQUENT EVENTS

On July 12, 2004 Messrs. Barry Gross and William Sifer tendered their
resignations from the Board of Directors. Neither Mr. Gross nor Mr. Sifer had
any disputes or disagreements with the Company and its business practices or
policies.

On August 11, 2004 the Board of Directors granted 2,300,000 options to
directors, officers and key employees. The options vest immediately, are
exercisable at $0.50 per share and remain outstanding for various terms from
three (3) to five (5) years.




























                                       F13


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Financial Statements and Notes thereto included elsewhere in this Form 10-QSB.

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


GENERAL

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

The Company has developed commercially viable proprietary catalytic converter
technologies for diesel, gasoline and alternative (CNG/LPG) fueled combustion
engines. The unique technology consists of a wire 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 environment, which increases catalytic activity and serves as a filter
of particulate matter, important in diesel emission control.

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




                                       14


<PAGE>


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


ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS

No new accounting pronouncements have been issued during the six-month period
ended June 30, 2004 that would have a material impact on the Company's financial
statements. The Company has reviewed the status of its accounting pronouncements
and believes there are no significant changes from that disclosed in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2003,
except as provided in this Form 10-QSB.


RESULTS OF OPERATIONS


THREE MONTHS ENDED JUNE 30, 2004 AND 2003:

Revenue for the three-month period continued to be impacted by the Company's
decision to concentrate on the completion of the CARB and EPA certification
program begun in mid 2003.

Revenue for the current quarter decreased by $77 thousand or 15% from the same
period a year ago, with manufacturing revenue declining by $79 thousand or 17%
from the like period a year ago, and partially offset by a slight increase in
testing and other revenue.

Cost of sales increased by $24 thousand or 11% over the corresponding year-ago
period primarily as a result of an increase in the cost of steel products of $11
thousand and labor costs of $13 thousand. The steel cost increases are the
result of dramatic increases in the price of certain steel products that have
occurred in the current year, and the increased labor costs are primarily
attributable to the increase in testing revenue and in its efforts to complete
the CARB and EPA certification programs.

As a result of the foregoing, gross profit declined by $101 thousand or nearly
35% from the corresponding period from a year ago.



                                       15


<PAGE>


Consulting and professional fees increased by $20 thousand over the year ago
period primarily as a result of the continuing certification programs. The
increase in marketing, office and general costs of nearly $40 thousand primarily
consists of a $36 thousand increase in payroll and related expenses from the
year-ago period as the Company added personnel in conjunction with its
certification programs and anticipated revenue increase once they have been
completed, a $17 thousand increase in travel and related expense brought about
by increased sales and marketing activities and a $13 thousand increase in shop
expense that was offset by a decrease of $22 thousand in Investor related
expenses from the corresponding year-ago period (much of which represented prior
period's costs). Officer's salaries increased by $53 thousand as a result of the
employment contracts that became effective in the last quarter of Fiscal 2003.

As a result of the above, operating costs increased by $113 thousand or 28% over
the year ago period, and when coupled with the foregoing reduction in gross
profit, resulted in an increased loss of $214 thousand over the year-ago period.


SIX MONTHS ENDED JUNE 30, 2004 AND 2003:


Just as revenue for the three months was impacted by the continuation of the
CARB and EPA certification programs, revenue for the six-month period was
similarly affected.

The revenue decrease of $129 thousand (12%) from the year ago period resulted
from a decrease in manufacturing revenue of $156 thousand (16%) that was offset
by an increase of $27 thousand (40%) in testing and other revenue. While testing
and other revenue accounted for almost 10% of consolidated revenue for the
current period, that percentage should be reduced to more historic levels once
the certification programs have been completed.

Cost of sales increased by $36 thousand (7%) in the period as compared to the
corresponding period of a year ago. This was primarily attributable to a $49
thousand increase in the cost of steel products and $26 thousand increase in
labor costs that were partially offset by a $23 thousand decrease in subcontract
costs, an $11 thousand decrease in mesh and mesh preparation expense and slight
reductions in other costs of sales from the year ago period.

These factors led to a decrease in gross profit in the current period of $165
thousand or 29% from the corresponding year ago period. Consequently the gross
profit margin declined to 43% in the current period from 54% in the year ago
period. Upon completion of the certification programs, management anticipates an
increase in manufacturing revenue (as compared to testing revenue) and a
corresponding increase in gross profits. No such assurance can be given,
however, that the Company will receive increased orders or that it can produce
the additional product quantities represented by an increase in orders.


                                       16


<PAGE>


Professional fees increased by $45 thousand from the year-ago period primarily
as a result of additional information sought by the licensing agencies at CARB
and EPA. Marketing, office and general costs increased by $86 thousand primarily
as a result of a $27 thousand increase in shop expense related to the increase
in testing revenue and in the certification programs, together with hiring the
additional personnel (an increase of $34 thousand) and increased employment
related costs such as payroll taxes and group insurance (an aggregate increase
of $38 thousand) that management believes will be necessary upon completion of
its certification programs, together with an increase in travel and related
costs of $10 thousand. These increased expenses were somewhat offset by a
decrease in the cost of business insurance of $20 thousand in the current
period. Officers' salaries increased to $228 thousand from $81 thousand in the
year-ago period as a result of the employment contracts that were finalized and
became effective in the last quarter of last year. Thus operating expenses
increased by $278 thousand (nearly 35%) over the year ago period. The above when
combined with the diminished gross profit, resulted in an increased loss of $443
thousand in the current period over the year ago period.


LIQUIDITY AND CAPITAL RESOURCES:


The $676 thousand loss was substantially funded by the sale of equity resulting
from the exercise of warrants and options totaling $225 thousand, non-cash
expenses such as Depreciation ($60 thousand) and Amortization ($107 thousand),
reduction of Receivables of $83 thousand, Inventory of $18 thousand and an
increase in Accounts Payable and Accrued Expense of $134 thousand.

The reduction in Receivables resulted in a reduction of the average age from 77
days at year-end to 57 days, whereas the reduction in Inventory reduced the days
of inventory carried from 110 days to 84 days. Overall, the Company's working
capital position declined by $285 thousand from year-end, but it was able to
maintain ongoing operations through the aggressive collection of receivables, by
reducing unnecessary inventory and through negotiating favorable terms with its
suppliers.

The Company closely monitors its receivables and maintains contact with its
customers. As a result of its review, management has determined that one
customer with a nominal balance may become a credit risk and it has established
a reserve for uncollectable on this account. At June 30, three (3) customers
account for approximately 76% of the Company's receivables.

Cash provided by financing activities amounted to $225 thousand in the current
period as compared to $247 thousand in the year ago period. Cash used in
operating activities increased to $264 thousand from $243 thousand in the year
ago period. Investing activities decreased to slightly more than $1 thousand
from the $46 thousand in the prior period.



                                       17



<PAGE>

Management of the Company recognizes that profitable operations are essential
for the Company to become viable. However, unforeseen economic and business
factors that may be beyond the control of the Company may impact its ability to
meet this objective, and the Company may require additional debt or equity
financing to continue its operations should it not be able to achieve profitable
operations. Moreover, should the Company receive a large order (defined as one
in which monthly production would exceed $1 million), it would need to either
negotiate extremely favorable payment terms providing for at least some advance
payment or it will need to obtain either debt or equity financing to allow it to
purchase sufficient materials and meet its working capital needs. There can be
no assurance such financing would be available.


ITEM 3.  CONTROLS AND PROCEDURES

The Company is not required to furnish the information required by Item 307 of
Regulation S-B until its fiscal year ending December 31, 2005.


PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS:

The Company was advised in December 2003 that a Statement of Claim was filed in
the Ontario Superior Court of Justice against it, a current director and others
alleging that it and other parties released and disseminated false and
misleading statements about its business from on or about March 1999 through
March 2000. The complaint seeks damages of $100,000,000 and punitive damage of
$20,000,000. The Company has not been served with the Statement of Claim and the
time to serve the Company has lapsed. The Company believes the claim to be
without merit. The claim, however, may be refiled and subsequently served on the
Company. The Company, if served with a Statement of Claim if refiled with the
Court, intends to contest the claim vigorously.

In January 2002, an action was filed in Ontario, Canada against the Company for
breach of an agreement claiming approximately $50,000 plus costs. It is the
determination of management that the final outcome of this claim will not have a
material effect on the financial position or operating results of the Company.

The Company received a letter in February 2004 claiming an amount due of
$192,000 per the terms of a consulting agreement. No legal action has been
instituted to date, and the Company intends to vigorously contest any claims
related to this matter should an action be commenced.


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<PAGE>


ITEM 5. OTHER INFORMATION:


On July 12, 2004 Messrs. Barry Gross and William Sifer tendered their
resignations from the Board of Directors. Neither Mr. Gross nor Mr. Sifer had
any disputes or disagreements with the Company and its business practices or
policies.

On August 11, 2004, when the price of the Company's common stock was $0.42, the
Board of Directors approved the aggregate award of 2,300,000 stock options to
nine(9) employees, two (2) executive officer/directors and two (2) outside
directors. All options awarded have immediate vesting with an exercise price of
$0.50 per share with exercise periods ranging from three to five years from the
date of award.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (A)  EXHIBITS:

     31.1 Certification of the Interim Chairman of the Board of Directors
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2 Certification of the Interim President and Chief Executive Officer
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.3 Certification of the Controller pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.

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


         (B)   REPORTS ON FORM 8-K:

         A Form 8-K report regarding Other Events and Regulation FD disclosure
was filed on May 18, 2004 announcing the Company had retained the services of
Heritage Trust Company of Toronto, Ontario Canada as the Company's transfer
agent.

         A Form 8-K report regarding Other Events was filed May 3, 2004
reporting the resignation of John A. Donohoe, Jr., the Company's Chairman,
President, Chief Executive Officer and Acting Chief Financial Officer effective
May 1, 2004 and the appointment of Nitin Amersey as Interim Chairman and David
Johnson as Interim President and Chief Executive Officer.




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                                    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:   AUGUST 12, 2004
                  TELFORD, PA


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.


                                    BY: /S/ NITIN M. AMERSEY
                                        --------------------
                                            NITIN M. AMERSEY
                   INTERIM CHAIRMAN OF THE BOARD OF DIRECTORS




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






















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