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, 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 50,099,843 shares of common stock, par value $0.001 outstanding
as of April 20, 2003.

ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
FORM 10-QSB

INDEX

PART I FINANCIAL INFORMATION PAGE NO.

ITEM 1 Financial Statements (unaudited)
Consolidated Balance Sheet as of March 31, 2004 F2

Consolidated Statements of Operations for the Three F3
Months Ended March 31, 2004 and 2003

Consolidated Statement of Changes in Stockholders' F4
Equity for the Three Months Ended March 31, 2004

Consolidated Statements of Cash Flows for the F5
Three Months Ended March 31, 2004 and 2003

Notes to Financial Statements F6 - F12

ITEM 2 Management's Discussion and Analysis of Operations 13 - 16

ITEM 3 Controls and Procedures 16

PART II OTHER INFORMATION

ITEM 1 Legal Proceedings 16

ITEM 2 Changes in Securities 17

ITEM 3 Defaults Upon Senior Securities 17

ITEM 4 Submission of Matters to a Vote of Security Holders 17

ITEM 5 Other Information 17

ITEM 6 Exhibits and Reports on Form 8-K 17 - 18

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CONSOLIDATED BALANCE SHEET
March 31, 2004
(UNAUDITED)

ASSETS

Current assets
Cash and cash equivalents $ 201,137
Accounts receivable 302,595
Inventory 204,839
Prepaid expenses 17,304
Other current assets 39,580
------------

Total current assets 765,455

Property and equipment, net of accumulated
depreciation of $363,160 437,225

Patents and trademarks, net of accumulated
amortization of $693,155 1,461,366
------------

$ 2,664,046
============

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
Accounts payable and accrued expenses $ 254,477
Shares subject to mandatory redemption:
Class A special shares, no par value
700,000 shares authorized, issued
and outstanding 453,900
------------

Total current liabilities 708,377
------------

Stockholders Equity
Common stock, $0.001 par value, 100,000,000
shares authorized; 50,049,843 50,049
Additional paid-in capital 12,089,489
Accumulated deficit (10,183,869)
------------

Total stockholders' equity 1,955,669
------------

$ 2,664,046
============

The accompanying notes are an integral part of these financial statements

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
(UNAUDITED)

2004 2003*
------------ ------------

Revenue
Net sales $ 495,429 $ 547,446

Cost of sales 289,476 266,916
------------ ------------

Gross profit 205,953 280,530
------------ ------------

Operating expenses
Consulting fees 25,460 7,007
Marketing, office & general costs 393,143 351,406
Officers compensation and directors fees 131,250 37,033
------------ ------------

549,853 395,446
------------ ------------

Net loss $ (343,900) $ (114,916)
============ ============

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

Weighted average number of shares outstanding 49,367,871 47,804,220
============ ============

* Reclassified for comparative purposes

The accompanying notes are an integral part of these financial statements

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(UNAUDITED)

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

January 1, 2004 49,349,490 $ 49,348 $11,880,083 $(9,839,969) $2,089,462

Net loss - - - (343,900) (343,900)

Common Stock Issured from
exercise of warrants 700,353 701 209,406 210,107
------------ ---------- ------------- ------------- -----------

March 31 2004 50,049,843 $ 50,049 $12,089,489 $(10,183,869) $1,955,669
============ ========== ============= ============= ===========

The accompanying notes are an integral part of these financial statements

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(UNAUDITED)

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

Net loss $(343,900) $(114,916)

Adjustments to reconcile net loss to net cash
provided by operating activities:

Depreciation 30,358 28,157
Amortization 53,625 53,493
Change in operating assets and liabilities 164,061 (131,230)
--------- ---------

Net cash used in operating activities (95,856) (164,496)
--------- ---------

Investing activities:

Acquisition of property and equipment -- (9,367)
--------- ---------

Financing activities:

Issuance of common stock 210,107 247,000
--------- ---------

Net increase in cash 114,251 73,137

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

Cash, end of period $ 201,137 $ 183,921
========= =========

The accompanying notes are an integral part of these financial statements

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 testing and certification
services.

The accompanying condensed 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 only of normal
recurring adjustments) necessary to present fairly the results for the interim
periods. The results of operations for the three months ended March 31, 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. Management believes its current business
plan, if successfully implemented, will allow the Company to continue as a going
concern.

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. Three customers of the Company's ESW America, Inc. subsidiary
accounted for 25%, 24% and 14%, respectively, of consolidated product revenues
for the three months ended March 31, 2004. Three customers accounted for 40%,
21% and 14% respectively, of accounts receivable as of March 31, 2004.
Management periodically reviews Accounts Receivable and believes that no reserve
or allowance is currently necessary.

NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS

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.

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 the Class A Special Shares
to current liabilities as of October 1, 2003.

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

NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS (CON'T)

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.

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.

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

NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS (CON'T)

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.

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. 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.

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

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 issuance of 650,000 options
at an exercise price of $0.27 (fair-market-value on date of grant) per share as
compensation 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
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.

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.

On April 30, 2004, the then Chief Executive Officer resigned from the Company
effective May 1, 2004. Consequently, all unvested options granted to him lapsed.
The fair-market value (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. (See Note 8).

F10

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

NOTE 5 - STOCK OPTIONS AND WARRANT GRANTS (CON'T)

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
THREE MONTHS ENDED MARCH 31,

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

Net loss - as reported $ (343,900) $ (114,916)
Deduct: Total stock-based
compensation expense
determined under fair
value based method, net (18,312) --
------------- ------------

Net earnings - pro forma $ (362,212) $ (114,916)
============= ============

Basic and diluted loss per share -
as reported $ (0.007) $ (0.002)
============= ============

pro forma $ (0.007) $ (0.002)
============= ============

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 three-months ended March 31, 2004 and 2003, the Company paid
shareholders and their affiliates $6,746 and $10,757, 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.

F11

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

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 damage of
$20,000,000. ESWW has not yet been served with the statement of claim and
believes the claims to be without merit. If served, the Company intends to
contest the claims 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. ESWW is
defending itself against this action. It is the determination 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 seeking 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.

NOTE 8 - SUBSEQUENT EVENTS

The Company announced on May 3, 2004 the appointment of David Johnson as its
interim President and Chief Executive Officer and Nitin Amersey as its interim
Chairman of its Board of Directors. Both appointments were effective May 1,
2004. The Company also announced that effective April 30, 2004, John A. Donohoe,
Jr. had resigned from his position as Chief Executive Officer, President,
interim Chief Financial Officer and as a member of the Company's Board of
Directors to pursue other business opportunities. Mr. Donohoe resigned from his
positions without any dispute or disagreement with the Company and its business
practices or policies.

F12

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 has developed commercially viable catalytic converter technology for
both diesel and gasoline products. The combined technologies of the wire mesh
substrate and the wash coat forms the basis for the woven stainless steel mesh
catalytic converter. This product can be produced in almost any size and shape.
The wire mesh 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 products have been extensively tested and 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 certain instances, received certification by the Environmental Protection
Agency (EPA), the California Air Resources Board (CARB) and other authorities.
Customers have had their engines certified using the Company's Clean Cat (R),
Pro Cat (TM), Quiet Cat (TM) and Air Sentinel (TM) products. The Company's
products are now being marketed both domestically and internationally, including
in such countries as China, India and Mexico.

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 November 2003, 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 three-month period
ended March 31, 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 MARCH 31, 2004 AND 2003:

The Company has continued to expand its product offerings to meet the needs of
its existing customers and to expand its customer base. While it has been
successful in expanding its customer base, there may still be occasions when the
Company experiences reduced revenue, due to the timing and other needs of its
customers. While the Company presently has adequate resources to carry on its
existing work on hand, it does not deem it advisable at this time to produce
large amounts of completed inventory significantly in advance of known customer
requirements.

The Company's first quarter in Fiscal 2004, while disappointing, was in line
with previous expectations. Revenue decreased to $495 thousand from $547
thousand or 9.5% from the year-ago period, however, much of this was
attributable to the continuation of the CARB and EPA certification program begun
in mid 2003. Gross profit declined from $280,530 to $205,953 or from 51% to 42%
of sales; however, more than half of this decrease relates to product mix issues
in which a larger volume of higher margin products were sold in the year ago
period as compared to the current period. The Company added professional and
other personnel necessary to complete its certification programs and the
anticipated expansion of its operations upon the completion of the certification
process. The Company also experienced increases in the costs of steel materials
and precious metals used in its products. These factors contributed to the $23
thousand (8%) increase in cost of sales from the year-ago period.

Operating costs in the period increased to $550 thousand from $395 thousand or
nearly 40%. Much of that increase (83%) relates to compensation costs as
Officers Salaries increased to $131 thousand (254%) from $37 thousand in the
year-ago period as a result of the Employment Contracts that were finalized and
became effective in the fourth quarter of 2003 and, as discussed above, the
addition of professional and other personnel the Company believes will be
necessary as it commences the planned expansion of its operations upon the
completion of its certification programs. Non-officer compensation costs are
included in Marketing, Office and General costs, and represent an increase of
$34,115 or 33% over the prior period. The 263% increase in Consulting is
directly attributable to the ongoing certification programs, and as this program
is completed, these costs should decrease. Most of the remaining increase in
operating costs represent indirect costs related to the certification programs
and are not material.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's cash and liquidity position actually improved during the quarter
primarily as a result of the issuance of shares of common stock resulting from
the exercise of warrants. Additionally, ESWW has continued to collect its
receivables and reduced the average age of its receivables from 78 days to 56
days or by more than 28%.

Improvements to the Company's financial position achieved through the Unit
Placement in 2002 and 2003 and improved operating results facilitated ESWW's
ability to reduce its trade payables, however, the deferral of a portion of
Officers Salaries as provided by the terms of the Employment Contracts referred
to above partially offset the reduction in trade payables, thus an actual
increase in current liabilities was incurred.

The Company's capital expenditures in the period were virtually nil, but as the
anticipated ramp-up in its operations occurs later in Fiscal 2004, significant
expenditures may be required.

The loss of $344 thousand was funded by $83 thousand in non-cash expenses
(Depreciation and Amortization), reductions in receivables ($69 thousand),
inventory ($54 thousand), accrued expense ($92 thousand) and the exercise of
warrants ($210 thousand); which was partially offset by the continued reduction
in trade payables ($50 thousand).

The foregoing factors resulted in the Company's cash position increasing by $114
thousand in the period.

Management understands that profitable operations are essential for the Company
to become viable. The Company is, at present, unable to quantify the financial
benefits to be gained from the previously announced long-term marketing,
distribution and preferred supplier agreements entered into with the Fleetguard
Emission Solutions subsidiary of Cummins, Inc.; however, management is
optimistic about the significant potential opportunities presented by these
agreements.

Should the Company receive a large order (defined as one in which monthly
production and deliveries exceeds $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 otherwise meet its working capital needs. There can be
no assurance that 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 year ended December 31, 2005.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS:

ITEM 2. CHANGE IN SECURITIES: NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES: NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: NONE

ITEM 5. OTHER INFORMATION:

The Company announced on May 3, 2004 the appointment of David J. Johnson as its
Interim President and Chief Executive Officer and Nitin M. Amersey as its
Interim Chairman of its Board of Directors. Both appointments are effective May
1, 2004. Mr. Amersey is the owner of Langford Business Services LLC, a company
that is party to a sales representative agreement dated March 15, 2002, of the
Company's wholly owned subsidiary, ESW Canada, Inc. whereby Langford and its
subagent, Hudson Engineering Industries Pvt. Ltd. (Bombay), also owned by Mr.
Amersey and his family, serve as ESW Canada's exclusive representative in India
for the sale and after sale support of certain products of the Company in India.
To date, no sales transactions have taken place under the agreement between ESW
Canada and Langford.

The Company also announced that effective the close of business April 30, 2004,
John A. Donohoe, Jr. had resigned from his position as Chief Executive Officer,
President, Interim Chief Financial Officer and as a member of the Company's
Board of Directors to pursue other business opportunities. Mr. Donohoe resigned
from his positions without any dispute or disagreement with the Company and its
business practices or policies.

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 Financial Statements and Regulation FD
Disclosure was filed March 12, 2004 reporting the Company's unaudited fourth
quarter and audited fiscal year financial results in the previous fiscal year.

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.

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 13, 2004
TELFORD, PA

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

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

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