SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

Annual report under section 13 or 15(d) of the  Securities  Exchange Act of 1934
(Fee required) for the fiscal year ended December 31, 2001

                                WorldWater Corp.

Delaware                                         33-0123045

(State or other jurisdiction of                  (I.R.S. Identification Number)
Employer corporation or organization)

55 Route 31 South, Pennington, NJ                08534

(Address of principal executive offices)         (Zip Code)

Issuers telephone number (609) 818-0700

Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section 12 (g) of the Exchange Act:  Common Stock,
$0.001 par value

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

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference  in Part ll of this Form 10-KSB or any  amendment to
this form 10-KSB. [X]

The issuers revenue for its most recent fiscal year was $241,045.

As of June 2,  2003 the  aggregate  market  value of the  voting  stock  held by
non-affiliates of the registrant was approximately $8,085,091.

As of June 2, 2003 the Registrant had  outstanding  50,427,552  shares of Common
Stock and 677,778 shares of Preferred Stock.


<PAGE>

PART ll.

Item 5. Market for Common Equity and Related Stockholder Matters

(a)   Price Range of Common Stock.

WorldWater  Corp.'s common stock is traded on the OTC Electronic  Bulletin Board
and is listed under the stock symbol "WWAT.OB".  High and low bid quotations are
listed below:

                                            For the year ended December 31, 2001

                                                       HIGH       LOW

First Quarter ..............................           $0.75     $0.40
Second Quarter .............................           $0.64     $0.33
Third Quarter ..............................           $0.41     $0.12
Fourth Quarter .............................           $0.34     $0.15

(b)   Holders of Common Stock

As of April  12,  2002,  the  common  stock  price  was  $0.14  and  there  were
approximately  780  shareholders of record for the Company's  common stock.  The
number of record holders does not include  holders whose  securities are held in
street name.

(c)   Dividends

The Company has not declared or paid,  nor has it any  intention to pay any cash
dividends on its common stock in the foreseeable future.

(d)   Redemption Provisions of Preferred Stock

The  Company  issued  66,667  shares  and  1,111,055  shares  in 2001 and  2000,
respectively, of Series A 7% three year Convertible Preferred Stock at $0.90 per
share.  The Series A  Preferred  Shares are  callable at $1.80 if the market bid
price remains over the call level for 20 days.

In November 2001 the Company converted 1,111,055 shares plus preferred dividends
of  $104,995  at $0.25 per  share for a total of  4,419,778  common  shares.  In
accordance  with SFAS No.  84,  "Induced  Conversions  of  Convertible  Debt (an
Amendment  of APB Opinion No.  26)",  the Company  recorded a charge to retained
earnings of $722,478. The charge was equal to the fair value of the common stock
received  less the fair value of the common stock that would have been  received
pursuant to the original  conversion terms of the Series A Preferred Stock. This
charge  was  recorded  as  accretion  of  preferred   stock   dividends  on  the
accompanying  statement  of  operations  and  as a  component  of the  net  loss
available to common shareholders.


<PAGE>

In 2000 the Company  sold  1,111,055  shares of Series A and  611,111  shares of
Series B 7% three  year  Convertible  Preferred  Stock at $0.90 per  share.  The
Series A Preferred  shares are callable at $1.80 if the market bid price remains
over the call  level for 20 days.  The Series B  Preferred  Stock  proceeds  are
intended to be used by the Company for the  initial  operating  requirements  of
WorldWater  (Phils) Inc., the Philippine  subsidiary  wholly owned by WorldWater
Corp.  Therefore  the  conversion  privilege  is either  into 10% of  WorldWater
(Phils) Inc. or into 611,111 shares of WorldWater Corp. stock.

The  Company  will pay 7%  dividends  annually on both the Series A and Series B
Preferred  Stock  based on its per  share  value as  determined  by the Board of
Directors  based upon the results of operations  and the financial  condition of
the  Company.  Dividends  have been  accrued and are shown in  accretion  on the
statement of operations.

The Series A and Series B preferred  stock  shares  automatically  convert  into
common shares upon expiration at the end of three years.

SALES OF RESTRICTED SECURITIES DURING THE FOURTH QUARTER 2001

Equity Investment

      Various qualified  individual investors purchased 775,000 shares of common
stock with proceeds  totaling  $104,000.  These  transactions  did not involve a
public offering and therefore were exempt from registration  pursuant to Section
4(2) of the Securities Act of 1933, as amended (the "Act").

Item 6. Management's Discussion and Analysis and Results of Operations

      Certain statements contained in Management's  Discussion and Analysis, and
elsewhere in this annual  report,  concerning  the  Company's  outlook or future
economic  performance  such  as  anticipated   profitability,   gross  billings,
commissions  and fees,  expenses or other  financial  items;  and  conditions of
performance or other matters,  are "forward looking  statements" as that term is
defined  under the Federal  Securities  Laws.  Forward  looking  statements  are
subject to risks,  uncertainties,  and other  factors  which would cause  actual
results to differ  materially from those states in such statements.  Such risks,
uncertainties  and factors include,  but are not limited to, the following:  (1)
there can be no assurance  that the Company will grow  profitably  or manage its
growth,  (2)  risk  associated  with  acquisitions,  (3)  competition,  (4)  the
Company's  quarterly  results  have  fluctuated  in the past and are expected to
fluctuate in the future, (5) the loss of services of key individuals which could
have a material adverse effect on the Company's business, financial condition or
operating results, (6) risks associated with operating in emerging countries.

Background

      WorldWater  Corporation  is a  water  and  power  solutions  company  that
provides proprietary solar pumping and lighting equipment,  water management and
engineering  assessments,  and project  financing to governments and the private
sector of emerging nations.


<PAGE>

Results of Operations

Year Ended December 31, 2001 ("Fiscal 2001")
Compared to December 31, 2000 ("Fiscal 2000")

      The net  revenues  decreased  slightly to $241,045  from  $279,531 in 2000
primarily  due to fewer  equipment  sales.  The Company  continued to target its
sales efforts  towards large  contracts and is involved in ongoing  negotiations
pending contracts with several countries (see Item 1(a) Major Customers).

      Cost of sales for the year was $181,526, which reflects the fixed overhead
required to sell into an international market, while retaining experienced solar
industry engineers.

      Research  and  Development  expenses  were  $302,332  in 2001  compared to
$390,357 in 2000, reflecting a continuing effort to introduce new technology and
technological  improvements into the Company's  products (see Item 1(b) Products
and Item 1(f) Research and Development) while maintaining expenses.

      Marketing,  General and  Administrative  expenses were $1,305,052 in 2001,
compared  to  $1,600,285  in  2000,  a  decrease  of 18%.  The  decrease  can be
significantly  attributed to: lower  management  salaries,  travel and telephone
expenses also  contributed to the decrease as WorldWater  employees who traveled
overseas extended their time in country to decrease the number of trips while in
pursuit of financing  and  negotiating  pending  contracts.  Focus was placed on
particular  markets  that were  considered  to be the most  imminent and tighter
controls were also implemented on marketing material expenses.

      Loss from operations of $1,547,865  resulted from the marketing process of
proposing,   presenting  and  demonstrating  the  Company's  new  technology  to
appropriate officials of developing countries and the resultant lag time between
agreements and annual budgeting (see item 1(a) and (c)). The Company's marketing
efforts with its successful feasibility studies was not able to secure contracts
in time to book revenues in 2001.  Management  continues to focus its efforts on
those  countries  among  the  emerging   nations  which  can  assume   financing
arrangements  offered through the Company's financing programs.  The Company has
also  placed new focus on  domestic  business  which is  anticipated  to produce
revenues early in 2002.

Liquidity and Capital Resources

      Net  cash  used by all  activities  in 2001 was  $49,114  as  compared  to
$128,071 in 2000. The cash used in operating activities was $882,732 compared to
$1,897,726  in 2000.  The  decrease in  Marketing,  General  and  Administrative
expenses  (see Results of  Operations)  and the accrual of accounts  payable and
salaries are the primary reasons for the decreased consumption of cash. Accounts
payable  increased  $164,437  as  compared  to a decrease  of  $248,622 in 2000.
Accrued  salaries  increased  $24,443 as  compared  to a decrease of $72,550 the
previous year.

      The  Company  was able to raise  approximately  $490,000  through  private
equity  placements,  $79,000  through the exercise of warrants and $123,000 from
the exercise of options.

      The Company paid no federal or state  income taxes in 2001,  and ended the
year with a federal net operating loss carryforward of approximately $1,381,000.


<PAGE>

      During  2001 the  Company's  application  to the New  Jersey  Division  of
Taxation and the New Jersey Economic Development  Authority to sell its State of
New Jersey Corporate Net Operating Losses was approved.  The new law was enacted
January 1, 1999 and allows emerging  technology  companies  involved in research
and  development  the  opportunity  to sell their state loss  carryforwards  and
research and  development  credits to profitable  companies in the state for not
less  than 75% of their  net tax  value.  The  Company  was able to sell its Net
Operating Losses for approximately $145,000.

Item 7. Financial Statements

      The  financial  statements of the Company,  including  the notes  thereto,
together  with the report of the  independent  public  accountant  thereon,  are
presented beginning at page F-1.


<PAGE>

Signatures

In accordance  with section 13 or 15(d) 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.

WorldWater Corp.
(Registrant)

By: /s/Quentin T. Kelly                                      Date:  June 2, 2003
------------------------------                                      ------------
Quentin T. Kelly, Chairman/CEO

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

Signature                          Title                                Date

/s/Quentin T. Kelly       Chairman/Chief Executive Officer
----------------------
Quentin T. Kelly                                                    June 2, 2003


/s/ Terri Lyn Harris      Vice President/Controller                 June 2, 2003
----------------------
Terri Lyn Harris

/s/ Joseph Cygler         Director                                  June 2, 2003
----------------------
Joseph Cygler

/s/ Rolf Frauenfelder     Director                                  June 2, 2003
----------------------
Rolf Frauenfelder

/s/ Dr. Davinder Sethi    Director                                  June 2, 2003
----------------------
Dr. Davinder Sethi

/s/ Lange Schermerhorn    Director                                  June 2, 2003
----------------------
Lange Schermerhorn


<PAGE>

                                   SIGNATURES

      In accordance  with section 13 or 15(d) 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.

WorldWater Corp.
(Registrant)

By: /s/ Quentin T. Kelly                                    Date: April 15, 2002
------------------------------                                    --------------
Quentin T. Kelly, Chairman/CEO

      In accordance  with the Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

Signature                         Title                               Date

/s/ Quentin T. Kelly      Chairman/Chief Executive
----------------------
Quentin T. Kelly

/s/ Terri Lyn Harris      Vice President/Controller               April 15, 2002
----------------------
Terri Lyn Harris

/s/ Joseph Cygler         Director                                April 15, 2002
----------------------
Joseph Cygler

/s/ Rolf Haefeli          Director                                April 15, 2002
----------------------
Rolf Haefeli

/s/ Davinder Sethi        Director                                April 15, 2002
----------------------
Dr. Davinder Sethi

/s/ Lange Schermerhorn    Director                                April 15, 2002
----------------------
Lange Schermerhorn


<PAGE>

CERTIFICATION  PURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Quentin T. Kelly, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of WorldWater Corp.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3. Based my knowledge, the financial statements, and other financial information
included in this annual  report,  fairly  present in all  material  respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a. designed such disclosure controls and procedures to ensure the material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

      b. evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c. presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date.

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a. all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b. any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls.

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Dated: June 2, 2003

By:    /s/ Quentin T. Kelly
       -------------------------------------------------
Name:  Quentin T. Kelly
Title: Chief Executive Officer and Chairman of the Board


<PAGE>

CERTIFICATION  PURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terri Lyn Harris, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of WorldWater Corp.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3. Based my knowledge, the financial statements, and other financial information
included in this annual  report,  fairly  present in all  material  respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a. designed such disclosure controls and procedures to ensure the material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

      b. evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c. presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date.

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a. all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b. any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls.

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Dated: June 2, 2003

By:    /s/ Terri Lyn Harris
       -----------------------
Name:  Terri Lyn Harris
Title: Chief Financial Officer