SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB/A (AMENDMENT NO. 2) [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended - September 30, 2003. [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition period from ______________ to _______________. COMMISSION FILE NUMBER 000-30392 ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. (Exact name of Company as specified in its charter) 132 Penn Avenue Telford, PA 18969 (Address of principal Executive offices, including postal code.) Florida 98-0346454 - ------------------------------ ----------------------- State or other jurisdiction of (I.R.S. Employer Incorporation or organization Identification No.) (215) 721-2188 -------------- (Issuer's telephone number, including area code) Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.YES [x] NO [ ] The Registrant had 49,349,490 shares of common stock, par value $0.001 outstanding as of October 3, 2003. EXPLANATORY NOTE This amendment No. 2 to the Environmental Solutions Worldwide, Inc. report on Form 10-QSB (the "Original Filing") for the quarter ended September 30, 2003 (the "Amendment") includes an amendment to Part II, item 6, the Exhibits and Reports on Form 8-K. The remaining portions of the Original Filing are not affected by this Amendment. This Amendment does not reflect the events occurring after the date of the Original Filing, or modify or update the disclosures contained in the Original Filing (including disclosures relating to risks, uncertainties and other factors that may affect our future performance) in any way, except for the inclusion of the exhibits annexed hereto. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (A) Exhibits 10.9 Employment Agreement between Registrant and John A. Donohoe, Jr. dated as of September 10, 2003 31.1 Certification of Chairman, Chief Executive Officer and President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of 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 Financial Statements and Regulation FD Disclosure was filed August 7, 2003 reporting the Company's unaudited second quarter financial results in the current fiscal year. 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: March 12, 2004 TELFORD, PA ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. BY: /S/ JOHN A. DONOHOE, JR. -------------------------- JOHN A. DONOHOE, JR. CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT