SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25


                                               Commission File Number:  0-14266


                           NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-KSB    [ ] Form 11-K   [ ] Form 20-F   [ ] Form 10QSB
              [ ] Form N-SAR

For Period Ended:            DECEMBER 31, 2002
                 --------------------------------------------------------------

[ ] Transition Report on Form 10-K          [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:
                                -----------------------------------------------

     READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify Item(s) to which the notification relates:

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                         PART I. REGISTRANT INFORMATION

Full name of registrant:         POLLUTION RESEARCH AND CONTROL CORP.
                        -------------------------------------------------------

Former name if applicable:
                          -----------------------------------------------------

Address of principal executive office (STREET AND NUMBER):

                                 9300 WILSHIRE AVE., SUITE 308
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City, State and Zip Code:        BEVERLY HILLS, CA 90212
                         ------------------------------------------------------


                         PART II. RULE 12B-25(B) AND (C)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

[X]  (a) The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report, semi-annual report, transition report on
     Form 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
     or before the 15th calendar day following the prescribed due date; or the
     subject quarterly report or transition report on Form 10-QSB, or portion
     thereof will be filed on or before the fifth calendar day following the
     prescribed due date; and

[X]  (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.







                               PART III. NARRATIVE

     State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

        The Company has not been able to compile the requisite financial data
        and other narrative information necessary to enable it to have
        sufficient time to complete the Company's Form 10-KSB by March 31, 2003,
        the required filing date, without unreasonable effort and expense.


                           PART IV. OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this
notification.

     JACQUES TIZABI                          310             248-3655
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        (Name)                            (Area Code)    (Telephone number)

     (2) Have all other periodic reports required under Sections 13 or 15(d) of
the Securities and Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
                                                  [X] Yes    [ ] No

     (3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                  [ ] Yes    [X] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                       POLLUTION RESEACH AND CONTROL CORP.
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                  (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:       MARCH 28, 2002             By:     /S/ JACQUES TIZABI
     --------------------------            ------------------------------------
                                       Name:   Jacques Tizabi
                                       Title:  President and Chief Executive
                                               Officer







                                                                     EXHIBIT 1


                                 AJ ROBBINS, PC
                          CERTIFIED PUBLIC ACCOUNTANTS
                           216 16TH STREET, SUITE 600
                             DENVER, COLORADO 80202


March 31, 2002


Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C.  20549


Re:  Pollution Research and Control Corp. Form 10-KSB

Dear Sir or Madam:

The Company is unable to file its 2002 Annual Report on Form 10-KSB within the
prescribed time period because it has experienced certain difficulties in
providing the requisite information to this Firm.

Very truly yours,


AJ ROBBINS, PC


By  /S/ AJ ROBBINS, CPA
   -----------------------
    AJ Robbins, CPA