SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933


                      POLLUTION RESEARCH AND CONTROL CORP.
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in charter)


       California                                                 95-2746949
--------------------------------------------------------------------------------
State or other jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)


       9300 Wilshire Boulevard, Suite 308, Beverly Hills, California 90210
--------------------------------------------------------------------------------
               (Address of Principal Executive Officers)(Zip Code)


                                 John Holt Smith
                             Kelly Lytton & Vann LLP
                      1900 Avenue of the Stars, Suite 1450
                          Los Angeles, California 90210
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (310) 277-5333
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                      2001 EMPLOYEE STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                        Copies of all communications to:

                              John Holt Smith, Esq.
                             Kelly Lytton & Vann LLP
                       1900 Century Park East, Suite 1450
                          Los Angeles, California 90067

                                 (310) 277-5333


                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                         Proposed       Proposed
Title of                                 maximum        maximum
securities        Amount                 offering       aggregate    Amount of
to be             to be                  price          offering   registration
registered        registered             per share      price           fee
----------        ----------             ---------      -----           ---
Common            1,100,000SHS.          $0.60        $660,000        $165.00
$.001 par value

===============================================================================

(1)  Includes an  indeterminate  number of additional  shares that may be issued
     pursuant to the above employee benefit plan as a result of any future stock
     split, stock dividend or similar adjustment.

(2)  Estimated  pursuant to Rule 457(c)  solely for purpose of  calculating  the
     amount of the registration  fee, based upon the average of the high and low
     prices reported on October 16 2001, as reported on the OTC Bulletin Board.



<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in this registration
statement of POLLUTION RESEARCH AND CONTROL CORP. ("PRCC") and in the related
Section 10(a) prospectus:

     (a)  Annual Report on Form 10-KSB for the year ended  December 31, 2000, of
          Pollution Research and Control Corp.

     (b)  Quarterly report on Form 10-QSB for quarter ended March 31, 2001.

     (c)  Quarterly report on Form 10-QSB for quarter ended June 30,2001

     (d)  Quarterly report on Form 10-QSB for quarter ended September 30, 2001.

     In addition,  all documents  subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  registration  statement and to
be a part hereof from the date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES

     The Company's  authorized  common stock  consists of  30,000,000  shares of
common  stock,  par value  $.001 per share and  20,000,000  shares of  preferred
stock, par value $.001. Each holder of PRCC common stock is entitled to one vote
for each share held on all matters to be voted upon by our stockholders. Holders
of PRCC common stock have no cumulative  voting  rights.  Holders of PRCC common
stock are entitled to receive ratably dividends, if any, as may be declared from
time to time by the board of directors out of legally  available  funds,  except
that holders of preferred stock may be entitled to receive  dividends before the
holders of the common stock.

     In the  event  of a  liquidation,  dissolution  or  winding  up of  company
business,  holders of PRCC's  common  stock  would be  entitled  to share in our
assets  remaining after the payment of liabilities  and the  satisfaction of any
liquidation  preference  granted the holders of any then  outstanding  shares of
preferred  stock.  Holders of PRCC common stock have no preemptive or conversion
rights or other  subscription  rights.  In addition,  there are no redemption or
sinking fund provisions  applicable to our common stock. All outstanding  shares
of PRCC  common  stock  are duly  authorized,  validly  issued,  fully  paid and
nonassessable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  validity  of the  securities  that may be offered  under the PRCC 2001
Employee  Stock  Compensation  Plan (the "Plan") will be passed upon for PRCC by
John Holt Smith of Kelly Lytton & Vann LLP, Attorneys at Law, 1900 Avenue of the
Stars, Suite 1450, Los Angeles, California 90067.

Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     PRCC's  Certificate  of  Incorporation  authorizes  PRCC to  indemnify  any
current  or  former  director,  officer,  employee,  or  agent  of PRCC  against
expenses,  judgments,  fines, and amounts paid in settlement  incurred by him in
connection  with  any  threatened,   pending,  or  completed  action,  suit,  or
proceeding, whether civil, criminal,  administrative,  or investigative,  to the
fullest extent not prohibited by the California Corporations Code, public policy
or  other  applicable  law.  Section  145 of the  California  Corporations  Code
authorizes a corporation to indemnify its  directors,  officers,  employees,  or
agents in terms sufficiently broad to permit such indemnification  under certain
circumstances  for liabilities  (including  provisions  permitting  advances for
expenses incurred) arising under the 1933 Act.


<PAGE>

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.


Item 8. EXHIBITS.


Exhibit
Number      Description
--------    --------------

 5.1        Opinion of Counsel regarding legality

20.0        2001 Employee Stock Compensation Plan

23.1        Consent of Independent Public Accountants

            Consent of Counsel (included in Exhibit 5.1)


Item 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which offers and sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (5) Insofar as indemnification  for liabilities under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Los Angeles, California, on the date below.



DATED:  November 27, 2001                   POLLUTION RESEARCH AND CONTROL CORP.



                                            By /s/ Jacques Tizabi
                                            ------------------------------------
                                            Jacques Tizabi
                                            President and Director




     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.





/s/  Jacques Tizabi                             Date:  November 27, 2001
--------------------------------
Jacques Tizabi
Director and President


/s/ Michael Collins                             Date:  November 27, 2001
---------------------------------
Michael Collins
Secretary

<PAGE>
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{"company-data": {"conformed-name": "POLLUTION RESEARCH & CONTROL CORP /CA/", "cik": "0000763950", "assigned-sic": "3823", "irs-number": "952746949", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74030", "film-number": "1800160"}, "business-address": {"street1": "506 PAULA AVE", "city": "GLENDALE", "state": "CA", "zip": "91201", "phone": "8182477601"}, "mail-address": {"street1": "506 PAULA AVE", "city": "GLENDALE", "state": "CA", "zip": "91201"}, "former-company": {"former-conformed-name": "DASIBI ENVIRONMENTAL CORP", "date-changed": "19900529"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

                      POLLUTION RESEARCH AND CONTROL CORP.
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in charter)

       California                                                 95-2746949
--------------------------------------------------------------------------------
State or other jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

       9300 Wilshire Boulevard, Suite 308, Beverly Hills, California 90210
--------------------------------------------------------------------------------
               (Address of Principal Executive Officers)(Zip Code)

                                 John Holt Smith
                             Kelly Lytton & Vann LLP
                      1900 Avenue of the Stars, Suite 1450
                          Los Angeles, California 90210
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (310) 277-5333
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                      2001 EMPLOYEE STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                        Copies of all communications to:

                              John Holt Smith, Esq.
                             Kelly Lytton & Vann LLP
                       1900 Century Park East, Suite 1450
                          Los Angeles, California 90067

                                 (310) 277-5333

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                         Proposed       Proposed
Title of                                 maximum        maximum
securities        Amount                 offering       aggregate    Amount of
to be             to be                  price          offering   registration
registered        registered             per share      price           fee
----------        ----------             ---------      -----           ---
Common            1,100,000SHS.          $0.60        $660,000        $165.00
$.001 par value

===============================================================================

(1)  Includes an  indeterminate  number of additional  shares that may be issued
     pursuant to the above employee benefit plan as a result of any future stock
     split, stock dividend or similar adjustment.

(2)  Estimated  pursuant to Rule 457(c)  solely for purpose of  calculating  the
     amount of the registration  fee, based upon the average of the high and low
     prices reported on October 16 2001, as reported on the OTC Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in this registration
statement of POLLUTION RESEARCH AND CONTROL CORP. ("PRCC") and in the related
Section 10(a) prospectus:

     (a)  Annual Report on Form 10-KSB for the year ended  December 31, 2000, of
          Pollution Research and Control Corp.

     (b)  Quarterly report on Form 10-QSB for quarter ended March 31, 2001.

     (c)  Quarterly report on Form 10-QSB for quarter ended June 30,2001

     (d)  Quarterly report on Form 10-QSB for quarter ended September 30, 2001.

     In addition,  all documents  subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  registration  statement and to
be a part hereof from the date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES

     The Company's  authorized  common stock  consists of  30,000,000  shares of
common  stock,  par value  $.001 per share and  20,000,000  shares of  preferred
stock, par value $.001. Each holder of PRCC common stock is entitled to one vote
for each share held on all matters to be voted upon by our stockholders. Holders
of PRCC common stock have no cumulative  voting  rights.  Holders of PRCC common
stock are entitled to receive ratably dividends, if any, as may be declared from
time to time by the board of directors out of legally  available  funds,  except
that holders of preferred stock may be entitled to receive  dividends before the
holders of the common stock.

     In the  event  of a  liquidation,  dissolution  or  winding  up of  company
business,  holders of PRCC's  common  stock  would be  entitled  to share in our
assets  remaining after the payment of liabilities  and the  satisfaction of any
liquidation  preference  granted the holders of any then  outstanding  shares of
preferred  stock.  Holders of PRCC common stock have no preemptive or conversion
rights or other  subscription  rights.  In addition,  there are no redemption or
sinking fund provisions  applicable to our common stock. All outstanding  shares
of PRCC  common  stock  are duly  authorized,  validly  issued,  fully  paid and
nonassessable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  validity  of the  securities  that may be offered  under the PRCC 2001
Employee  Stock  Compensation  Plan (the "Plan") will be passed upon for PRCC by
John Holt Smith of Kelly Lytton & Vann LLP, Attorneys at Law, 1900 Avenue of the
Stars, Suite 1450, Los Angeles, California 90067.

Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     PRCC's  Certificate  of  Incorporation  authorizes  PRCC to  indemnify  any
current  or  former  director,  officer,  employee,  or  agent  of PRCC  against
expenses,  judgments,  fines, and amounts paid in settlement  incurred by him in
connection  with  any  threatened,   pending,  or  completed  action,  suit,  or
proceeding, whether civil, criminal,  administrative,  or investigative,  to the
fullest extent not prohibited by the California Corporations Code, public policy
or  other  applicable  law.  Section  145 of the  California  Corporations  Code
authorizes a corporation to indemnify its  directors,  officers,  employees,  or
agents in terms sufficiently broad to permit such indemnification  under certain
circumstances  for liabilities  (including  provisions  permitting  advances for
expenses incurred) arising under the 1933 Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

Item 8. EXHIBITS.

Exhibit
Number      Description
--------    --------------

 5.1        Opinion of Counsel regarding legality

20.0        2001 Employee Stock Compensation Plan

23.1        Consent of Independent Public Accountants

            Consent of Counsel (included in Exhibit 5.1)

Item 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which offers and sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (5) Insofar as indemnification  for liabilities under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Los Angeles, California, on the date below.

DATED:  November 27, 2001                   POLLUTION RESEARCH AND CONTROL CORP.

                                            By /s/ Jacques Tizabi
                                            ------------------------------------
                                            Jacques Tizabi
                                            President and Director

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

/s/  Jacques Tizabi                             Date:  November 27, 2001
--------------------------------
Jacques Tizabi
Director and President

/s/ Michael Collins                             Date:  November 27, 2001
---------------------------------
Michael Collins
Secretary