SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): March 25, 2002

                      POLLUTION RESEARCH AND CONTROL CORP.
               (Exact Name of Registrant as Specified in Charter)

          California                 0-14266                  95-2746949
 (State or Other Jurisdiction      (Commission              (IRS Employer
       of Incorporation)           File Number)           Identification No.)

                          9300 Wilshire Ave., Suite 308
                         Beverly Hills, California 90212
                    (Address of Principal Executive Offices)

                                 (310) 248-3655
                         (Registrant's Telephone Number)





Item 2. ACQUISITION OR DISPOSITION OF ASSETS.

     On March 25, 2002, Pollution Research and Control Corp., doing business as
Universal Detection Technology (the "Company," "us" or "we"), sold all of the
outstanding stock of its wholly-owned subsidiary, Dasibi Environmental Corp. to
Steven Sion, an individual, whom we will refer to throughout this report as the
"Buyer." The sale was effected pursuant to the terms and conditions of a binding
letter of intent filed as an exhibit to a previous report on Form 8-K filed by
us on March 22, 2002.

     The consideration we received in exchange for the stock of Dasibi included,
among other things, cancellation of certain debt we owed valued at an estimated
$1.5 million, a nonexclusive license to exploit all of Dasibi's intellectual
property rights outside of mainland China, and an assignment by Dasibi of its
inventory to us. In approving the terms of this transaction, our board of
directors considered, among other factors, the results of an independent
valuation of Dasibi, our financial position and the financial position of Dasibi
together with our inability to raise funds on terms we deemed reasonable, and
alternatives to this transaction. The board of directors unanimously concluded
that the sale of the stock of Dasibi under the terms of the binding letter of
intent is in the best interests of the Company and our shareholders. We believe
that the sale of Dasibi will assist us in pursuing our business strategy which
emphasizes the bio-terrorism detection device and medical diagnostic equipment
markets.


                     CAUTIONARY STATEMENTS AND RISK FACTORS

     The risks and uncertainties described below are only in connection with our
proposed sale of Dasibi and are not the only risks and uncertainties we face.
Moreover, additional risks and uncertainties not presently known to us or that
we currently deem immaterial also may impair our business operations. If any of
the following risks actually occur, our business, results of operations and
financial condition could suffer. In that event the trading price of our common
stock could decline, and our shareholders may lose all or part of their
investment in our common stock. The risks discussed below also include
forward-looking statements and our actual results may differ substantially from
those discussed in these forward-looking statements.

WE HAVE LIMITED RIGHTS TO EXPLOIT THE TECHNOLOGY THAT OUR EXISTING AIR
MONITORING PRODUCTS INCORPORATE. AS A RESULT, OUR REVENUES AND PROFITABILITY
FROM SALES OF THIS PRODUCT WILL SUBSTANTIALLY DECLINE.

     As part of the sale of Dasibi to the Buyer, we have obtained a nonexclusive
license to exploit all of the technology currently owned by Dasibi anywhere in
the universe outside of mainland China. In recent years, we focused
substantially all of our marketing efforts towards, and substantially all of our
revenue was derived from, sales of our air pollution product in China. Our
agreement not to compete in that market will cause our revenue to decline
substantially.

WE NEED ADDITIONAL CAPITAL TO FUND PRODUCT DEVELOPMENT, MARKETING ACTIVITIES AND
SALES. IF WE CANNOT OBTAIN ADEQUATE FINANCING, WE MAY CEASE OPERATIONS.

     Recently we shifted our research and development, marketing and business
development efforts away from the air pollution market in China towards the
bio-medical and bio-terrorism arena and to other medical applications for our
products. If we cannot raise additional capital, we will not be able to pursue
these strategies as scheduled, or at all, and we may cease operations. If we
raise





additional funds by issuing equity or convertible debt securities, the
percentage ownership of our shareholders will be diluted. Any new securities
could have rights, preferences and privileges senior to those of our common
stock. Furthermore, we cannot be certain that additional financing will be
available when and to the extent we require or that, if available, it will be on
acceptable terms. If adequate funds are not available on acceptable terms, we
may not be able to fund continued development and sales of our existing
products, the expansion of our business into the bio-medical and bio-terrorism
markets or markets for other medical applications of our products, which could
cause us to cease operations.

WE ARE NOT RETAINING ANY OF THE DASIBI EMPLOYEES WHO HAVE SIGNIFICANT EXPERIENCE
AND KNOWLEDGE IN DEVELOPING, ENHANCING OR MARKETING DASIBI'S CURRENT PRODUCTS,
AND AS A RESULT, WE MAY LOSE REVENUE AND MARKET SHARE.

     If we cannot effectively manage the design, development, manufacture and
marketing of the various monitoring instruments previously manufactured by
Dasibi, our revenue and profitability will decline and we may lose customers and
market share. Our management team does not have substantial experience in the
air pollution monitoring instruments business and may not be able to timely
identify or anticipate all of the material risks associated with operating that
business. We may not be able to retain a sufficient number of additional
qualified employees on a timely business, or at all. If we cannot timely and
cost-effectively manage the air pollution monitoring instruments business, we
will lose revenue, customers and market share, and our results of operations
will be materially adversely affected.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements. None.

     (b)  Pro Forma Financial Information. The required financial statements
          will be filed on or prior to May 24, 2002.

     (c)  Exhibits.

               None.





                                   SIGNATURES

     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 hereunto duly authorized.

April 8, 2002                         POLLUTION RESEARCH AND CONTROL CORP.


                                      By:  /S/ JACQUES TIZABI
                                          -------------------------------------
                                          Jacques Tizabi
                                          President and Chief Executive Officer