UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 1O-QSB

(Mark One)

[X]     Quarterly Report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934

For the quarterly period ended December 31, 2001

[ ]     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: 0-27627

                             WORLD DIAGNOSTICS INC.
            --------------------------------------------------------
        (Exact name of Small Business Issuer as Specified in its Charter)

               Delaware                                  65-0742342
      -----------------------------            ---------------------------
      (State or other jurisdiction             (IRS Identification Number)
           of incorporation)

               16250 N.W. 59th Avenue, Miami Lakes, Florida 33014
    ------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (305) 827-3304
    -------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

    -------------------------------------------------------------------------
      (Former Name, Former Address and Former Fiscal Year, if Changed Since
                                  Last Report)



<PAGE>


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:

            Yes [X ]     No [   ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as the latest practicable date:

                As of February 14, 2002, 9,398,476 shares of the Registrant's
common stock, par value $.001 per share, were outstanding.

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


<PAGE>


                             WORLD DIAGNOSTICS INC.

                                      INDEX



Part I.   Financial Information

Item 1.   Financial Statements
                    Consolidated Balance Sheet ........................... 1
                    Consolidated Statements of Operations ................ 2
                    Consolidated Statements of Cash Flows ................ 3
                    Notes to Consolidated Financial Statements ........... 4

Item 2.   Management's Discussion and Analysis or Plan of Operation ......10

Part II.   Other Information .............................................15

   Item 1     Legal Proceedings ..........................................15
   Item 2     Changes in Securities and Use of Proceeds ..................15
   Item 3     Defaults Upon Senior Securities ............................15
   Item 4     Submission of Matters to a Vote of Security Holders ........15
   Item 5     Other Information ..........................................15
   Item 6     Exhibits and Reports on Form 8-K ...........................16

Signatures ...............................................................17





<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.

World Diagnostics Inc. and Subsidiary
Condensed Consolidated Balance Sheet
at December 31, 2001
(unaudited)

<TABLE>
<CAPTION>
Assets

<S>                                                                                  <C>
Current Assets
   Cash and cash equivalents                                                                   $ 14,415
   Accounts receivable, net of an allowance of $154,952                                         439,552
   Inventory, net                                                                               445,120
   Other current assets                                                                         164,473
                                                                                     -------------------
       Total current assets                                                                   1,063,560
Fixed assets, net of accumulated depreciation                                                   436,192
Other assets, includes $121,423 of web site development costs                                   179,124
                                                                                     -------------------
      Total assets                                                                          $ 1,678,876
                                                                                     ===================

Liabilities and Shareholders' Deficit

Current Liabilities
   Accounts payable and accrued expenses                                                    $ 1,349,372
   Current portion of deferred rent                                                              15,000
   Secured bridge loan                                                                          500,000
   Current portion of obligations under capital leases                                           30,317
                                                                                     -------------------
     Total current liabilities                                                                1,894,689
Deferred rent , net of current portion                                                          122,500
Obligations under capital leases, net of current portion                                         54,167
                                                                                     -------------------
      Total Liabilities                                                                       2,071,356

Shareholders' Deficit
   Common stock; $0.001 par value; 25,000,000 shares authorized
     9,398,476 shares issued and outstanding                                                      9,398
   Additional paid in capital                                                                 5,892,981
   Accumulated deficit                                                                       (6,294,859)
                                                                                     -------------------
     Total Shareholders' deficit                                                               (392,480)
                                                                                     -------------------
       Total Liabilities and Shareholders' Deficit                                          $ 1,678,876
                                                                                     ===================
</TABLE>

Read notes to consolidated financial statements.

                                       1

<PAGE>

World Diagnostics Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>

                                                  Three Months Ended December 31    Nine Months Ended December 31
                                                   2001              2000             2001              2000
                                                ------------     -------------     ------------     -------------

<S>                                               <C>               <C>            <C>               <C>
Revenues                                          $ 209,918         $ 292,619      $ 1,712,430       $ 1,426,915

Cost of goods sold                                  189,371           234,026        1,411,558         1,094,774
                                                ------------     -------------     ------------     -------------

Gross profit                                         20,547            58,593          300,872           332,141

Selling, general and administrative expenses        418,469           542,410        1,643,983         1,630,815
                                                ------------     -------------     ------------     -------------

Loss from operations before other expenses         (397,922)         (483,817)      (1,343,111)       (1,298,674)

 Loss due to extension of debt                            -            (9,758)               -            (9,758)

 Interest expense                                  (110,668)          (11,494)        (336,797)          (30,827)
                                                ------------     -------------     ------------     -------------

Loss from operations before extraordinary item     (508,590)         (505,069)      (1,679,908)       (1,339,259)

Extraordinary gain/(loss) on
  extinguishment of debt                             35,564                -                 -           (53,851)
                                                ------------     -------------     ------------     -------------

Net Loss                                         $ (508,590)       $ (469,505)     $ (1,679,908)    $ (1,393,110)
                                                ============     =============     ============     =============

Basic and dilutive common loss per share:
Loss from operations before extraordinary item        (0.05)            (0.08)           (0.20)            (0.27)
Extraordinary item                                        -                 -                -             (0.01)
                                                ------------     -------------     ------------     -------------
Basic and dilutive common loss per share:             (0.05)            (0.08)           (0.20)            (0.28)
                                                ------------     -------------     ------------     -------------

Weighted average number of
  common shares outstanding                       9,347,933         6,143,138        8,580,650         5,029,306


</TABLE>

Read notes to consolidated financial statements.

                                       2

<PAGE>

World Diagnostics Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
Nine Months Ended December 31, 2001 and 2000
(unaudited)
<TABLE>
<CAPTION>

                                                                           2001               2000
                                                                 ---------------    ---------------

<S>                                                              <C>                <C>
Cash flows from operating activities
 Net Loss                                                            (1,679,908)        (1,393,110)
 Adjustment to reconcile net loss to net cash used
 in operating activities:
   Extraordinary loss on extinguishment of debt                               -             53,851
   Loss due to extension of debt                                              -              9,758
   Common stock issued for compensation                                     656             35,877
   Common stock issued for services                                     337,597             39,963
   Common stock issued for interest                                     131,365                  -
   Options issued for services                                           68,162             70,831
   Options issued for interest                                           94,211             15,915
   Depreciation                                                          62,172             31,583
   Inventory reserve                                                      8,929             10,000
   Gain on disposal of property and equipment                               (36)                 -
   Bad debt expense                                                      55,847            127,708
Changes in operating assets and liabilities:
    Accounts receivable                                                  99,685            (40,327)
    Inventory                                                           (96,423)          (226,197)
    Other current assets                                                 (4,110)            (5,479)
    Other assets                                                        (47,818)           (66,227)
    Accounts payable and accrued expenses                               390,841            (24,151)
    Deferred rent                                                       (11,250)                 -
                                                                 ---------------    ---------------
         Net cash (used) in operating activities                       (590,080)        (1,360,005)
                                                                 ---------------    ---------------

Investing activities
                                                                 ---------------    ---------------
   Purchase of fixed assets                                             (24,315)           (40,748)
                                                                 ---------------    ---------------

Financing activities
  Net proceeds from secured bridge loan                                 362,611                  -
  Net proceeds from private placements                                        -          2,715,780
  Proceeds from interim bridge loan                                     200,000                  -
  Repayment of interim bridge loan                                     (200,000)                 -
  Proceeds from issuance of warrants                                          -                650
  Payments under capital lease obligations                              (17,230)           (10,891)
  Proceeds from notes payable                                                 -            145,000
  Payment of notes payable                                                    -           (270,000)
                                                                 ---------------    ---------------
        Net cash provided by financing activities                       345,381          2,580,539
                                                                 ---------------    ---------------

Net increase/(decrease) in cash and cash equivalents                   (269,014)         1,179,786
Cash and cash equivalents, beginning of period                          283,429             80,817
                                                                 ---------------    ---------------
Cash and cash equivalents, end of period                                 14,415          1,260,603
                                                                 ===============    ===============

Supplemental disclosures of cash flow information:

   Cash paid during the year for interest                                 1,632                  -

Supplemental disclosures of non-cash investing
  and financing activities:

   Property and equipment acquired through
     capital lease agreements                                            75,439                  -

   Issuance of common stock for the extinguishment of debt                    -            475,000

   Issuance of common stock for other current assets                     81,519                  -


</TABLE>

Read notes to consolidated financial statements.


                                       3


<PAGE>

World Diagnostics Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements
(unaudited)

1.      BASIS OF PRESENTATION

The consolidated financial statements include the accounts of World Diagnostics,
Inc. and its wholly-owned subsidiary, GLOBALeMED.com, Inc.

The accompanying unaudited consolidated interim financial statements of World
Diagnostics Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial reporting and the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all
normal and recurring adjustments considered necessary to present a fair
statement of results of operations and cash flows for the interim periods ended
December 31, 2001 and 2000 and the financial position as of December 31, 2001.
The financial statements should be read in conjunction with more complete
disclosures contained in the Company's annual report on Form 10-KSB for the year
ended March 31, 2001. The results of operations for interim periods are not
necessarily indicative of the results of operations for the entire year.

2.             SIGNIFICANT ACCOUNTING POLICIES

Principle of Consolidation. The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. All significant
inter-company balances have been eliminated in consolidation.

Cash and Cash Equivalents. The Company considers highly liquid investments with
original maturities of three months or less from the dates of purchase to be
cash equivalents.

Inventory. Inventory is stated at the lower of cost or market using the
specific cost method, which closely approximates average cost. As of December
31, 2001, substantially all inventories represent finished goods held for sale.
The Company recorded a provision of approximately $57,000 at December 31, 2001,
to reduce the carrying amount of the inventory to its net realizable value.

Property and Equipment. Property and equipment are stated at cost and
depreciated using the straight-line method over the estimated useful lives of
the assets. Expenditures for repairs and maintenance are generally charged to
expense as incurred. Retirements, sales and disposals of assets are recorded by
removing

                                       4

<PAGE>

2.             SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

the cost and accumulated depreciation from the asset and accumulated
depreciation accounts with any resulting gain or loss reflected in income.

Long-Lived Assets. The Company reviews long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. In performing the review for
recoverability the Company estimates the future cash flows expected to result
from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows is less than the carrying amount of the assets, an
impairment loss is recognized. Management believes that there is no impairment
as of December 31, 2001.

Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reported period. Actual
results could differ from those estimates.

Fair Value of Financial Instruments. The carrying amount of accounts receivable,
accounts payable and accrued expenses approximate fair value because of their
short duration. The carrying amount of debt approximates fair value because the
interest rates are similar to the interest rates currently available to the
Company.

Income Taxes. The Company accounts for income taxes under Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income
Taxes". Under SFAS 109, deferred income tax assets and liabilities are
determined based upon differences  between financial reporting and tax
bases of assets and liabilities and are measured using currently enacted tax
rates. SFAS 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized.

Revenue Recognition. Revenue is recognized when the product is shipped. Sales
returns and sales discounts are deducted from gross sales.

Loss Per Share. Basic loss per share is computed by dividing
loss available to common shareholders by the weighted-average number
of common shares for the period. The computation of diluted loss
per share is similar to basic loss per share, except that the
denominator is increased to include the number of additional common
shares that would have been  outstanding if the potentially dilutive
common shares, such as options, had been issued. Diluted loss per

                                       5

<PAGE>

2.             SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

share is not presented because the effects would be anti-dilutive.

Stock Based Compensation. Statement of Financial Accounting Standard No. 123,
"Accounting for Stock Based Compensation", requires that all transactions with
non-employees in which goods or services are the consideration received for the
issuance of equity instruments be accounted for based on the fair value of the
consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable.


Web-site Technology and Content. Technology and content costs consist
principally of payroll and related costs for development, editorial systems,
consultants and costs of acquired content for the Company's website. Technology
and content costs related to planning, development and acquisition of content
and operations of the Company's website are expensed as incurred and included in
selling, general and administrative expenses. Costs to acquire or develop both
hardware and software, needed to operate the site are capitalized and
depreciated over estimated useful lives.

3.             GOING CONCERN - UNCERTAINTY

As shown in the accompanying consolidated financial statements, the Company has
incurred recurring operating losses and negative cash flows from operating
activities. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.

The Company has initiated several actions to generate working capital
and improve operating performances, including equity and debt financing and has
instituted cost reduction measures.

There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that the
Company will achieve its goals.

Furthermore, if the Company is unable to raise additional funds, the Company may
be required to reduce its work force, reduce compensation levels, reduce
dependency on outside consultants, modify its growth and operating plans, and
even be forced to terminate operations completely.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern and do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that might result from the outcome of this uncertainty.


                                       6


<PAGE>

4.      COMMON STOCK

In June 2001, options to acquire 155,000 shares at $0.25 per share were issued
to directors for services. The options expire on June 30, 2006. The fair value
of the options on the grant date was $25,458 calculated using the Black-Scholes
Option Pricing Model.

In June 2001, options to acquire 260,000 shares at $0.25 per share were issued
to outside consultants of the Company for services. The options expire on June
30, 2006. The fair value of the options on the grant date was $42,704 calculated
using the Black-Scholes Option Pricing Model.

In June 2001, the Company issued 50,000 shares of common stock to directors for
services rendered. Pursuant to the application of SFAS No. 123 in accounting for
the issuance of stock to employee and non-employee consultants, the Company
recorded expense based on the fair market value of the shares issued since the
fair value of the shares is more reliably measurable. The restricted common
stock cannot be sold for a 12-month period from the date of issuance and after
that can only be sold in accordance with Rule 144 or other applicable exemption.
Due to these restrictions, the Company discounted the fair value of the
Company's common stock at the date of issuance by 25%. Due to the issuance of
the shares, the Company recorded $9,375 in selling, general and administrative
expenses in the statement of operations.

In June 2001, the Company issued 1,239,856 shares of common stock to outside
consultants for services rendered. Pursuant to the application of SFAS No. 123
in accounting for the issuance of stock to employee and non-employee
consultants, the Company recorded expense based on the fair market value of the
shares issued since the fair value of the shares is more reliably measurable.
The restricted common stock cannot be sold for a 12-month period from the date
of issuance and after that can only be sold in accordance with Rule 144 or other
applicable exemption. Due to these restrictions, the Company discounted the fair
value of the Company's common stock at the date of issuance by 25%. Due to the
issuance of the shares, the Company recorded $232,473 in selling, general and
administrative expenses in the statement of operations.

In June 2001, the Company issued 3,500 shares of common stock to an employee for
services rendered. Pursuant to the application of SFAS No. 123 in accounting for
the issuance of stock to employee and non-employee consultants, the Company
recorded expense based on the fair market value of the shares issued since the
fair value of the shares is more reliably measurable. The restricted common
stock cannot be sold for a 12-month period from the date of issuance and after
that can only be sold in accordance with Rule 144 or other applicable exemption.
Due to these restrictions, the Company discounted the fair value of the
Company's common stock at the date of issuance by 25%. Due to the issuance of
the shares, the Company recorded $656 in selling, general and administrative
expenses in the statement of operations.

                                       7

<PAGE>

COMMON STOCK  (Cont'd)

In July 2001, the Company issued 200,000 shares of common stock and granted
options to purchase 400,000 shares of common stock, at an exercise price of
$0.25 per share, to eight investors in connection with a loan to the Company of
$200,000. The Company repaid the loan in July 2001. The options expire on July
2, 2004. The fair value of the options on the grant date was $94,211 calculated
using the Black-Scholes Option Pricing Model.

In July 2001, the Company issued 500,000 shares of Common Stock, 500,000
callable "C" warrants to purchase 500,000 shares of Common Stock at $1.375 and
500,000 non-callable "D" warrants at $1.625 to purchase 500,000 shares of Common
Stock to investors in connection with a secured bridge loan. The fair market
value of the 500,000 shares of common stock is being amortized over the term of
the loan as a debt discount.

In October 2001, the Company issued 150,000 shares of common stock to outside
consultants for services rendered. Pursuant to the application of SFAS No. 123
in accounting for the issuance of stock to employee and non-employee
consultants, the Company recorded expense based on the fair market value of the
shares issued since the fair value of the shares is more reliably measurable.
The restricted common stock cannot be sold for a 12-month period from the date
of issuance and after that can only be sold in accordance with Rule 144 or other
applicable exemption. Due to the issuance of the shares, the Company recorded
$42,000 in selling, general and administrative expenses in the statement of
operations.

In November 2001, options to acquire 50,000 shares at $0.50 per share, 50,000
shares at $1.00 per share, 50,000 shares at $1.50 per share, 50,000 shares at
$2.00 per share and 100,000 shares at $2.50 per share were issued to an outside
consultant of the Company for services. The options expire in November 2004. The
fair value of the options on the grant date was $53,748 calculated using the
Black-Scholes Option Pricing Model.

5.             STOCK BASED COMPENSATION

In October 2000, the Company issued options to acquire 296,000 shares of common
stock to employees of the Company. These options are exercisable at $1.22 per
share and vest over a three-year period commencing October 2001. The options
expire in October 2005. The fair value of the options on the grant date was
$255,554 calculated using the Black-Scholes Option Pricing Model.

In June 2001, the Company issued options to acquire 198,500 shares of common
stock to employees of the Company. These options are exercisable at $0.25 per
share, the market price on the date of grant and vest 50% upon grant and 50% on
December 31, 2001. The options expire in June 2006. The fair value of the
options on the grant date was $43,279 calculated using the Black-Scholes Option
Pricing Model.

                                       8

<PAGE>

5.             STOCK BASED COMPENSATION (Cont'd)

In August 2001, the Company issued options to acquire 110,000 shares of common
stock to employees of the Company. These options are exercisable at $0.25 per
share, the market price on the date of grant and vest 100% upon grant. The
options expire in August 2004. The fair value of the options on the grant date
was $21,180 calculated using the Black-Scholes Option Pricing Model.

In October 2001, the Company issued options to acquire 120,000 shares of common
stock to employees of the Company. These options are exercisable at $0.28 per
share, the market price on the date of grant and vest over a one-year period.
The options expire in October 2004. The fair value of the options on the grant
date was $19,858 calculated using the Black-Scholes Option Pricing Model.

In October 2001, the Company issued options to acquire 170,000 shares of common
stock to employees of the Company. These options are exercisable at $0.42 per
share, the market price on the date of grant and vest over a six month period.
The options expire in October 2004. The fair value of the options on the grant
date was $42,198 calculated using the Black-Scholes Option Pricing Model.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," in accounting for stock-based employee compensation
arrangements whereby no compensation cost related to stock options is deducted
in determining net loss. Had compensation cost for stock option grants to the
Company's employees been determined pursuant to SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net loss would have increased for the
six months ended September 30, 2001 as presented in the table below.

Using the Black-Scholes option pricing model, the Company's pro forma net loss
and pro forma net loss per share, with related assumptions, are as follows:



                                          For the Nine Months
                                          Ended December 31, 2001

              Proforma Net Loss           ($1,850,040)
              Proforma Loss Per Share     ($0.21)
              Risk Free interest rate     5.0%-6.11%
              Expected lives              3-5 years
              Expected volatility         85.47%-132.28%

For purposes of these proforma disclosures, the estimated fair value of the
options granted is amortized to expense over the options' vesting period.

                                       9

<PAGE>


SECURED BRIDGE-LOAN

The bridge-loan is secured by assets of the Company and bears interest at 10%
per annum. The loan is convertible to common stock or may be repaid from a
future financing at the option of the Company. The loan had a due date of
December 31, 2001. Waivers have been obtained from loan participants to extend
the maturity of the loan to February 28, 2002. Terms of the loan required the
Company to file a Registration statement in August 2001 with the Securities and
Exchange Commission to register the securities.

SUBSEQUENT EVENTS

On January 12, 2002, 25,000 shares were granted to an employee of the Company.

On January 28, 2002, the services of Sunrise Securities Corp. (Sunrise) were
retained. Sunrise is an investment banking company and will be assisting the
Company in various financing matters. For their services, warrants to purchase
350,000 shares of common stock were issued to Sunrise. Such warrants are
exercisable at any time prior to January 28, 2005 at $0.01 per warrant.

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


FORWARD LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-QSB that are not
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company intends that all forward-looking
statements be subject to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements in
which words such as "expect," "anticipate," "intend," "plan, "believe,"
"estimate," "consider," or similar expressions are used. These forward-looking
statements reflect the Company's views as of the date they are made with respect
to future events and financial performance. Forward-looking statements are not
guarantees of future performance. They involve many risks, uncertainties and
assumptions which could cause the actual results of the Company to differ
materially from any future results expressed or implied by such forward-looking
statements. Examples of such risks and uncertainties include, but are not
limited to: obtaining sufficient financing to maintain the Company's planned
operation, the Company's ability to sustain and increase revenue, the continued
acceptance and growth of the internet, the changing of market conditions and the
other risks detailed in "Management's Discussion and Analysis or Plan of
Operation" in this Quarterly Report on Form 10-QSB and elsewhere herein. The
Company does not have any intention or obligation to up-date these
forward-looking statements.

                                       10

<PAGE>

COMPANY BACKGROUND

World Diagnostics, Inc. (the Company or "WDI"), based in Miami Lakes, FL, is an
early stage business that began operations in February 1997 for the purpose of
servicing the international market for medical diagnostic tests and allied
laboratory products.

The Company is a single source supplier and exporter of approximately 1,000
Company branded medical diagnostic test kits and allied laboratory products, of
which approximately 110 of these products produce approximately 85% of the
Company's revenues. The Company sells its medical diagnostic test kits and
allied laboratory products through a network of 88 distributors covering 80
countries as well as the Company's website, www.GLOBALeMED.com.

The Company continues implementation of its GLOBALeMED system on a
country-by-country basis. While the growth and further development of the
GLOBALeMED system remains an important focus, the sales and marketing effort has
been concentrated on and is still dependent upon traditional distributors.
Further enhancements have been made to the GLOBALeMED system, to improve
functionality, navigability and ease of use. Although currently less than 1% of
our sales are derived from direct purchases over the Internet, the GLOBALeMED
system serves as a significant lead generator for new business, recruitment of
new distributors and existing distributor sales.

It is particularly important in providing online technical support and as a
marketing tool to facilitate efficiency in product selection, product evaluation
and pricing.

RESULTS OF OPERATIONS

Revenues. Revenues were $209,918 and $1,712,430 for the three months ended
December 31, 2001 and the nine months ended December 31, 2001, a decrease of 28%
compared to the three-month period ended December 31, 2000 and an increase of
20% compared to the nine-month period ended December 31, 2000. The following
table details the sales breakdown by geographic region:

<TABLE>
<CAPTION>
                       For the Three Months Ended               For the Nine Months Ended
(000's)                December 31, 2001   December 31, 2000    December 31, 2001    December 31, 2000
                       ------------------  -----------------    -------------------  -------------------

<S>                    <C>                 <C>                  <C>                  <C>
South America          $              118  $             144    $               907  $               823
Caribbean                              34                 48                    326                  186
Eastern Europe                         17                 19                    120                   76
Domestic                                8                 17                     98                   77
Middle East and Africa                 19                 57                     95                   79
Western Europe                         13                  8                     69                   68
Pacific Rim                             1                  -                     50                   67
Central America                         -                  -                     47                   51
                       ------------------  -----------------    -------------------  -------------------
Total Revenue          $              210  $             293    $             1,712  $             1,427
                       ------------------  -----------------    -------------------  -------------------
                       ------------------  -----------------    -------------------  -------------------
</TABLE>

                                       11
<PAGE>


South America, the Caribbean and Eastern Europe are the strongest markets for
the Company and in combination accounted for 80% of total revenue for the three
months ended December 31, 2001, and 79% for the nine months ended December 31,
2001 compared to 72% and 76% for the same periods in the prior year. The
reduction in revenues is attributable to a tougher macro-economic operating
environment in a number of markets we sell to. This is made even more difficult
as the Company's focus is the emerging markets. The uncertainties in financial
markets in South America, which represents 56% of our current quarter revenues
and 53% of our revenues for the nine months ended December 31, 2001, has led to
a contraction in purchases by our customers.

As further described in liquidity and capital resources, the Company's ongoing
lack of liquidity has also negatively impacted its ability to fill orders and
ship product.

Sales Returns have historically, and continue to be insignificant. The return
rate as a percentage of sales is anticipated to remain at a low percentage.

Gross Profit. The Company's gross profit on product sales decreased to $20,547
for the three months ended December 31, 2001 from $58,593 for the three months
ended December 31, 2000 and decreased to $300,872 from $332,141 for the nine
months ended December 31, 2001 and 2000, respectively. Gross profit as a
percentage of sales decreased to 9.8% for the three months ended December 31,
2001 from 20.0% in the comparable quarter of 2000 and to 17.6% from 23.3% for
the nine months ended December 31, 2001 and 2000.

The margin for the quarter and the nine month period was negatively impacted as
a result of management's continuing efforts to move certain categories of
inventory that are considered as non-core inventory. While these inventory items
will continue to be offered to customers, management has taken the position that
these will be special order items and will not be held in inventory. The lower
margins also reflect the increasingly difficult market conditions that we need
to contend with as a result of the strength of the United States dollar and less
favorable market conditions in many of the foreign markets that we sell to.

Selling, General and Administrative Expense. Selling, general and administrative
expense decreased to $418,469 for the three months ended December 31, 2001 from
$542,410 for the three months ended December 31, 2000 and increased to
$1,643,983 from $1,630,815 for the nine months ended December 31, 2001 and 2000.
This category of expense should continue to decrease as a percentage of revenue
going forward as: (1) cost cutting measures already implemented minimize the
increase in overhead (2) revenue growth outpaces the growth in overhead.

                                       12

<PAGE>

Net Loss. The Company incurred a net loss of $508,590 or $(0.05) per share for
the three months ended December 31, 2001 and reported a net loss of $469,505 or
$(0.08) per share for the comparable period in 2000 and a net loss of $1,679,908
or $(0.20) per share and a loss of $1,393,110 or $(0.28) per share for the nine
months ended December 31, 2001 and 2000. An extraordinary gain of $35,564 and an
extraordinary charge of $53,851 were included in the three and nine months ended
December 31, 2000. Excluding the effect of the extraordinary items, the
operating loss for the three months ended December 31, 2000 was $505,069 or
$(0.08) per share and was $1,339,259 or $(0.27) per share for the nine months
ended December 2000.

Financial Condition

At December 31, 2001, the Company had cash and cash equivalents of $14,415
compared to $283,429 at March 31, 2001. The Company had negative working capital
of $831,129 and positive working capital of $318,727 at December 31, 2001 and
March 31, 2001 respectively. The Company had current assets of $1,063,560 and
shareholders' deficit of $392,480 at December 31, 2001. This compares to current
assets of $1,314,984 and stockholders equity of $710,734 at March 31, 2001.

Liquidity and Capital Resources

Since beginning operations in February 1997, the Company has continued to
sustain operating losses that have resulted in the use of its cash reserves. The
Company anticipates that it will continue to incur net losses for the
foreseeable future until it is able to generate sufficient revenues from product
sales to sustain its operations and fund expenditure related to future growth.
The Company has also undertaken a review of all expense items and initiated
cutbacks in various areas. The current lack of liquidity has negatively impacted
the Company's revenues in the current quarter and will continue to do so until
financing is obtained. Insufficient liquidity impairs the Company's ability to
properly stock products that are being ordered by customers. The inventory mix
on hand does not always match the product mix ordered by customers . Continued
efforts are underway to liquidate "non-core" and slow moving inventory and to
better match inventory on hand to current customer demand.
As mentioned in note 6 to the financials, the $500,000, 10% secured bridge loan
is due on February 28, 2002. The loan is convertible to common stock or may be
repaid from a future financing at the option of the Company. There can be no
assurance that loan holders will accept conversion to common stock or that the
Company will have financing in place to repay the loan.

There is no assurance that the Company will generate significant revenue or
achieve profitability, or that the Company will not require additional working
capital or other funds at a later date for the maintenance and expansion of
operations. There is no assurance the Company will be successful in obtaining
additional financing or that such financing will be available, nor if such
financing becomes available that it would be upon acceptable terms to the
Company.

                                       13

<PAGE>

The report of the Company's independent certified public accountants in
connection with its audited financial statements as of March 31, 2001 and March
31, 2000 and for each of the two years then ended contains an explanatory
paragraph indicating factors which create substantial doubt about the Company's
ability to continue as a going concern. These factors include recurring net
losses since inception and uncertainty surrounding future equity financing
through anticipated offerings.

Furthermore, if we are unable to raise additional funds, we may be required to
reduce our work force, reduce compensation levels, reduce dependency on outside
consultants, modify our growth and operating plans, and even be forced to
terminate operations completely.




                                       14


<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

The Company is not involved in any pending litigation, nor is the Company aware
of any pending or contemplated proceedings against the Company. Management knows
of no legal proceedings, pending or threatened, or judgments entered against any
of the directors or officers in their capacity as such.

ITEM 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS.

In October 2001, the Company issued 150,000 shares of common stock to outside
consultants for services rendered. The issuance was made pursuant to an
exemption under Section 4(2) of the Securities Act of 1933, as amended.

In November 2001, options to acquire 50,000 shares at $0.50 per share, 50,000
shares at $1.00 per share, 50,000 shares at $1.50 per share, 50,000 shares at
$2.00 per share and 100,000 shares at $2.50 per share were issued to an outside
consultant of the Company for services. The options expire in November 2004. The
issuance was made pursuant to an exemption under Section 4(2) of the Securities
Act of 1933, as amended.

On January 28, 2002, the Company issued warrants to Sunrise Securities Corp. to
purchase 350,000 shares of common stock. Such warrants are exercisable at any
time prior to January 28, 2005 at $0.01 per warrant. The holder of such warrants
was granted demand and piggyback registration rights with respect thereto. The
issuance was made pursuant to an exemption under Section 4(2) of the Securities
Act of 1933, as amended.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES.

        None.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        Not applicable.

ITEM 5.        OTHER INFORMATION.

        The $500,000 aggregate amount of bridge loans which were issued in July
2001 was due and payable on December 31, 2001. This loan is secured by all the
assets of the Company and is convertible to common stock or may be repaid from a
future financing at the option of the Company. The Company is currently in
default of such loan, but has obtained waivers from all the loan participants to
extend the maturity of the loan to February 28, 2002. There is no assurance that
the Company will have the resources to repay the loan by such date.

                                       15

<PAGE>

        Effective February 14, 2001, Paul Kamps, VP Finance and Administration,
resigned from all his positions with the Company.


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibits

        None.

(b)     Reports on Form 8-K

        During the quarter ended December 31, 2001, the Company filed one
Current Report on Form 8-K. On November 20, 2001, the Company filed a Form 8-K
with respect to the transaction with Caldon Biotech, Inc. Such disclosure was
made under Item 5, Other Events, and there were no financial statements filed in
connection with such report.

                                       16

<PAGE>

                                   SIGNATURES

        In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            WORLD DIAGNOSTICS INC.


Date: February 19, 2002                     By: /s/ Walter.V. Usinowicz Jr.
                                               ---------------------------
                                            Walter. V. Usinowicz Jr.
                                            Chief Executive Officer
                                            (Principal Executive Officer
                                            and Principal Financial Officer)


                                       17