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                                  UNITED STATES
                       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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
                        COMMISSION FILE NUMBER: 000-16936


                            WORLDWATER & POWER CORP.
                 (Name of small business issuer in its charter)

                     DELAWARE                          33-0123045
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)          Identification Number)

       55 ROUTE 31 SOUTH, PENNINGTON, NJ                  08534
       (Address of principal executive offices)        (Zip Code)

                    Issuer's 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

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.

Yes     No  X

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

Yes     No  X

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 there is no 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 III of this Form 10-KSB
or any amendment to this Form 10-KSB.  X

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non accelerated filer (as defined by Exchange Act Rule
12b-2).

Large accelerated filer     Accelerated filer      Non-accelerated filer  X

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's revenues for its most recent fiscal year was $17,333,681.

On March 30, 2007 the aggregate market value of the voting stock held by
non-affiliates of the  registrant was approximately $79,918,296.

As of March 30, 2007 the Registrant had outstanding 151,395,297 shares of Common
Stock and 51,462,759 shares of Preferred Stock.


                       DOCUMENTS INCORPORATED BY REFERENCE
None.

Transitional Small Business Disclosure Format (check one)   Yes     No X

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EXPLANATORY NOTES
-----------------

This  Amendment  No.  1 on Form 10-KSB/A amends the registrant's Form 10-KSB for
the  year ended December 31, 2006, originally filed with the U.S. Securities and
Exchange  Commission on April 9, 2007, to include an executed copy of the report
of  the  registered  independent  public  accountants.  The  remainder  of  the
information  contained in the 2006 Form 10-KSB is not amended hereby and remains
as  set  forth  in  the  original  filing.


PLEASE  NOTE  THAT  THE  INFORMATION  CONTAINED  IN  THIS FORM 10-KSB/A DOES NOT
REFLECT  EVENTS  OCCURRING  AFTER  THE DATE OF THE 2006 FORM 10-KSB OR MODIFY OR
UPDATE  THOSE  DISCLOSURES  AFFECTED  BY  SUBSEQUENT  EVENTS.


ITEM 7.     FINANCIAL STATEMENTS.
            ---------------------

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have audited the accompanying consolidated balance sheets of WorldWater
& Power Corp, and Subsidiaries as of December 31, 2006 and 2005, and the related
consolidated statements of operations, changes in stockholders' deficiency, and
cash flows for each of the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting, Accordingly we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     As  discussed  in  Note  1  to  the  consolidated financial statements, the
Company  changed  its method of accounting for stock based compensation upon the
adoption of Statement of Financial Accounting Standard, No. 123(R), "Share-Based
Payment".

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of WorldWater &
Power Corp. and Subsidiaries as of December 31, 2006 and 2005, and the results
of their operations and their cash flows for each of the years then ended, in
conformity with U.S. generally accepted accounting principles.

/s/  AMPER,  POLITZINER,  MATTIA,  P.C.
---------------------------------------

April  9,  2007  Edison,  New  Jersey



                                   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 & Power Corp.
(Registrant)

By:      /s/ Quentin T. Kelly                   Date:          May  23, 2007
         ------------------------------------
          Quentin T. Kelly
          Chairman  / Chief Executive Officer


By:      /s/ Larry L. Crawford                  Date:          May  23, 2007
         ------------------------------------
         Larry L. Crawford
         Executive Vice President/
         Chief Financial Officer



                            INTENTIONALLY LEFT BLANK


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     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-KSB has been signed by the following persons in the capacities and as of
the dates indicated:


       SIGNATURE                    TITLE                            DATE
/s/ Quentin T. Kelly       Chairman, Chief Executive Officer       May 23, 2007
---------------------
  Quentin T. Kelly


/s/ Larry L. Crawford      Executive Vice President,               May 23, 2007
----------------------     Chief Financial Officer



----------------------     Director                                May  , 2007
Joseph Cygler



----------------------     Director                                May   , 2007
Dr. Hong Hou



/s/ Dr. Davinder Sethi
----------------------     Director                                May 23, 2007
Dr. Davinder Sethi




----------------------     Director                                May   , 2007
Reuben F. Richards, Jr.




/s/ Lange Schermerhorn     Director                                May 23, 2007
-----------------------
Lange Schermerhorn



/s/ Harrison Wellford      Director                                May 23, 2007
-----------------------
Harrison Wellford