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

                                 AMENDMENT NO.1
                                       TO
                                   FORM 10-QSB

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) of THE SECURITIES
        EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1999

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from ___________ to ____________________

          Commission file number ______________________________________


                             WORLD DIAGNOSTICS, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           DELAWARE                                     65-0742342
-------------------------------               ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

         15271 N.W. 60TH AVENUE, SUITE #201, MIAMI LAKES, FLORIDA 33014
--------------------------------------------------------------------------------
                    (Address of principal executive offices)



                                 (305) 827-3304
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
                                       1
<PAGE>

WORLD DIAGNOSTICS, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,      MARCH 31,
                                                                              1999            1999
                                                                          -----------      -----------
                                                                          (UNAUDITED)
                                   ASSETS

<S>                                                                       <C>              <C>
Current assets:
    Cash and cash equivalents                                             $    18,345      $   358,595
    Accounts receivable                                                       229,512           82,112
    Inventory, net of reserve of $19,066 at December 31, 1999
       and March 31, 1999                                                     133,156           42,484
    Other current assets                                                       23,931            5,999
                                                                          -----------      -----------
          Total current assets                                                404,944          489,190

Fixed assets, net                                                             130,054           16,979
Other assets                                                                   10,963            4,419
                                                                          -----------      -----------
          Total assets                                                    $   545,961      $   510,588
                                                                          ===========      ===========

               LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
    Notes payable                                                         $   375,000      $   127,500
    Current portion of obligations under capital leases                        13,114            3,324
    Accounts payable and accrued expenses                                     411,475          222,622
                                                                          -----------      -----------
          Total current liabilities                                           799,589          353,446

Obligations under capital leases                                               31,946            7,120
                                                                          -----------      -----------
          Total liabilities                                                   831,535          360,566

Commitments

Stockholders' (deficit) equity:
    Common stock $0.001 par value; 10,000,000 shares
        authorized, 4,281,827 and 3,410,737 shares issued and
        outstanding at Dec. 31, 1999 and March 31, 1999, respectively           4,282            3,410
    Additional paid-in capital                                              1,810,281        1,100,972
    Unearned compensation                                                          --           (7,840)
    Accumulated deficit                                                    (2,100,137)        (946,520)
                                                                          -----------      -----------
          Total stockholders' (deficit) equity                               (285,574)         150,022
                                                                          -----------      -----------
          Total liabilities and stockholders' (deficit) equity            $   545,961      $   510,588
                                                                          ===========      ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>

WORLD DIAGNOSTICS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                             -----------------------------     -----------------------------
                                                             DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                                1999             1998             1999              1998
                                                             -----------      -----------      -----------      -----------
                                                             (UNAUDITED)      (UNAUDITED)      (UNAUDITED)      (UNAUDITED)
<S>                                                          <C>              <C>              <C>              <C>
Revenues                                                     $   386,813      $   129,389          927,891      $   394,490

Cost of goods sold                                               299,492          103,243          744,001          291,467
                                                             -----------      -----------      -----------      -----------
    Gross profit                                                  87,321           26,146          183,890          103,023

Selling, general, and administrative expenses                    341,493           99,153          846,787          256,202
                                                             -----------      -----------      -----------      -----------
    Loss from operations before other expenses                  (254,172)         (73,007)        (662,897)        (153,179)

Other expenses:
    Interest expense                                               5,515            9,486            6,381            9,486
    Other income                                                     283               --            9,599               --
                                                             -----------      -----------      -----------      -----------
    Loss from operations before extraordinary item              (259,404)         (82,493)        (659,679)        (162,665)

Extraordinary loss on extinguishment of debt                          --               --          493,938               --
                                                             -----------      -----------      -----------      -----------
    Net loss                                                 $  (259,404)     $   (82,493)     $(1,153,617)     $  (162,665)
                                                             ===========      ===========      ===========      ===========
    Basic and dilutive loss per common share:

    Loss from operations before extraordinary item           $     (0.06)     $     (0.03)     $     (0.16)     $     (0.06)

    Extraordinary items                                               --               --            (0.12)              --
                                                             -----------      -----------      -----------      -----------
    Basic and diluted loss per common share                  $     (0.06)     $     (0.03)     $     (0.27)     $     (0.06)
                                                             ===========      ===========      ===========      ===========
    Weighted average number of common shares outstanding       4,281,827        3,008,391        4,238,776        2,881,504
                                                             ===========      ===========      ===========      ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>

WORLD DIAGNOSTICS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                     COMMON
                                                 COMMON STOK         STOCK      ADDITIONAL
                                              ------------------- SUBSCRIPTION   PAID-IN     UNEARNED    ACCUMULATED  STOCKHOLDERS'
                                                SHARES    AMOUNT   RECEIVABLE    CAPITAL   COMPENSATION    DEFICIT       EQUITY
                                              ---------  --------  ---------   -----------   ---------   -----------   ----------
<S>                                           <C>        <C>       <C>         <C>           <C>         <C>           <C>
Balance, April 1, 1997                        2,580,000  $  2,580  $  (2,580)  $        --   $      --   $   (13,832)  $  (13,832)

Capital contribution, net                            --        --         --        20,576          --            --       20,576

Net loss                                             --        --         --            --          --      (108,210)    (108,210)
                                              ---------  --------  ---------   -----------   ---------   -----------   ----------
Balance, March 31, 1998                       2,580,000     2,580     (2,580)       20,576          --      (122,042)    (101,466)

Payment of stock subscription receivable             --        --      2,580            --          --            --        2,580

Issuance of common stock at $0.125 per share    400,000       400         --        29,344          --            --       29,744

Issuance of common stock
   due to forbearance agreement
   at $0.125 per share                          200,000       200         --        24,800          --            --       25,000

Issuance of common stock for
   extinguishment of debt at $2.16 per share     29,237        29         --        63,013          --            --       63,042

Exercise of common stock purchase
   warrants                                     201,500       201         --       201,299          --            --      201,500

Proceeds from exercise of common stock
   purchase warrants to be issued                    --        --         --       374,250          --            --      374,250

Loss on warrant inducement                           --        --         --       374,250          --            --      374,250

Issuance of stock options                            --        --         --        13,440     (13,440)           --           --

Amortization of unearned compensation                --        --         --            --       5,600            --        5,600

Net loss                                             --        --         --            --          --      (824,478)    (824,478)
                                              ---------  --------  ---------   -----------   ---------   -----------   ----------
Balance at March 31, 1999                     3,410,737  $  3,410  $      --   $ 1,100,972   $  (7,840)  $  (946,520)  $  150,022
                                              =========  ========  =========   ===========   =========   ===========   ==========
Issuance of common stock for
   extinguishment of debt at $5.25 per share    101,090       101         --       530,622          --            --       530,723

Issuance of common stock from the
   exercise of common stock purchase
   warrants                                     748,500       749         --          (749)         --            --            --

Issuance of common stock for
   extinguishment of debt at $5.63 per share      6,000         6         --        33,744          --            --        33,750

Issuance of common stock for
   compensation of employees and
   non-employees at $6.04 and $5.63
   per share                                     15,500        16         --        92,030          --            --        92,046

Capital contribution from the forgiveness
   of debt by shareholder                            --        --         --        37,412          --            --        37,412

Amortization of unearned compensation                --        --         --            --       7,840            --         7,840

Proceeds  from stock purchase warrants           16,250    16,250

Net loss                                             --        --         --            --          --    (1,153,617)   (1,153,617)
                                              ---------  --------  ---------   -----------   ---------   -----------   -----------
Balance at December 31, 1999 (unaudited)      4,281,827  $  4,282  $      --   $ 1,810,281   $      --   $(2,100,137)  $  (285,574)
                                              =========  ========  =========   ===========   =========   ===========   ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

WORLD DIAGNOSTICS, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                           -----------------------------     -----------------------------
                                                           DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                              1999             1998             1999              1998
                                                           -----------      -----------      -----------      -----------
                                                           (UNAUDITED)      (UNAUDITED)      (UNAUDITED)      (UNAUDITED)
<S>                                                        <C>              <C>              <C>              <C>
Cash flows from operating activities:
    Net loss                                               $  (259,404)     $   (82,493)     $(1,153,617)     $  (162,665)
    Adjustments to reconcile net loss to net cash used
       in operating activities:
       Extraordinary loss on extinguishment of debt                 --               --          493,938               --
       Common stock issued in lieu of compensation                  --               --           92,046               --
       Amortization of unearned compensation                     1,120               --            7,840               --
       Depreciation and amortization                             4,348               --            9,540               --
       Changes in  operating  assets and liabilities:
          Accounts receivable                                  (72,046)         (14,861)        (147,400)          (7,299)
          Inventory                                            (64,964)         (18,061)         (90,672)         (53,430)
          Other current assets                                   3,195           (1,644)         (17,932)          (3,579)
          Other assets                                          (5,540)              --           (6,544)          (2,600)
          Accounts payable and accrued expenses                124,062           (1,742)         214,299           11,732
                                                           -----------      -----------      -----------      -----------
             Net cash used in operating activities            (269,229)        (118,801)        (598,502)        (217,841)
                                                           -----------      -----------      -----------      -----------
Cash flow from investing activities:
    Purchases of fixed assets                                  (68,340)         (11,673)         (81,343)         (11,673)
                                                                            -----------      -----------      -----------
             Net cash used in investing activities             (68,340)         (11,673)         (81,343)         (11,673)
                                                           -----------      -----------      -----------      -----------
Cash flows from financing activities:
    Proceeds from notes payable                                400,000           35,530          450,000          160,000
    Payment of notes payable                                   (75,000)              --         (120,000)              --
    Proceeds from issuance of warrants                          16,250           94,000           16,250           94,000
    Payments under capital lease obligation                     (2,651)              --           (6,655)              --
    Proceeds from stock subscription receivable                     --               --               --            2,580
    Decrease in cash overdraft                                      --               --               --          (15,579)
                                                           -----------      -----------      -----------      -----------
             Net cash provided by financing activities         338,599          129,530          339,595          241,001
                                                           -----------      -----------      -----------      -----------
Net (decrease) increase in cash and cash equivalents             1,030             (944)        (340,250)          11,487

Cash and cash equivalents at beginning of period                17,315           12,431          358,595               --
                                                           -----------      -----------      -----------      -----------
Cash and cash equivalents at end of period                 $    18,345      $    11,487      $    18,345      $    11,487
                                                           ===========      ===========      ===========      ===========


</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

WORLD DIAGNOSTICS, INC.
STATEMENTS OF CASH FLOWS, CONTINUED

       SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

       In May 1999, the Company issued 6,000 shares of restricted common stock
       to extinguish accounts payable in the amount of $8,035.

       In June 1999, the Company issued 101,090 shares of restricted common
       stock to extinguish notes payable in the amount of $62,500.

       In June 1999, two shareholders and directors of the Company forgave
       $37,412 in liabilities due from the Company resulting in the recognition
       of a capital contribution of $37,412.

       For the nine months ended December 1999, the Company acquired office
       equipment in the amount of $41,272 through capital lease agreements.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       6

<PAGE>

WORLD DIAGNOSTICS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1.     BASIS OF PRESENTATION:

       NATURE OF OPERATIONS

       World Diagnostics, Inc. (the "Company") was organized in Delaware on
       February 2, 1997. The Company has proprietary distribution agreements
       with four generic diagnostic products' manufacturers and has proprietary
       technology for rapid diagnostic tests in the area of infectious diseases
       and other diagnostic products. The products are sold predominately
       through distributors and dealers in twenty-nine countries which are
       primarily located in the Caribbean, South America, Eastern Europe and
       Asia.

       The financial statements reflect the combination of World Diagnostics,
       Inc. and Health Tech International. Effective March 31, 1998, these
       companies effected a combination of companies under common control, with
       World Diagnostics, Inc. being the surviving company. This combination was
       treated similar to a pooling of interests. All significant intercompany
       accounts and transactions have been eliminated from these financial
       statements.

       BASIS OF PRESENTATION

       The information for the three and nine months ended December 31, 1999 and
       1998 has not been audited by independent certified public accountants,
       but includes all adjustments which are, in the opinion of management,
       necessary to a fair statement of the results for such periods. Certain
       information and footnote disclosure normally included in financial
       statements prepared in accordance with generally accepted accounting
       principles have been omitted pursuant to the requirements of the
       Securities and Exchange Commission, although the Company believes that
       the disclosures included in these interim financial statements are
       adequate to make the information not misleading. It is suggested that
       these consolidated financial statements should be read in conjunction
       with the consolidated financial statements and notes thereto included in
       the Company's Annual Report on Form 10-SB (see File Number 000-27627) on
       file with the Securities and Exchange Commission.

       The accompanying financial statements have been prepared on a going
       concern basis, which contemplates the realization of assets and the
       satisfaction of liabilities in the normal course of business. As shown in
       the financial statements, the Company incurred losses of $1,153,617,
       $824,478 and $102,810 and had negative cash flows from operations of
       $598,502, $347,991 and $56,710 during the nine months ended December 31,
       1999 and the fiscal years ended March 31, 1999 and 1998, respectively.
       These factors including the uncertainty surrounding future equity
       financing through a contemplated offering raise substantial doubt about
       the Company's ability to continue as a going concern for a reasonable
       period of time.

       The financial statements do not include any adjustments relating to the
       recoverability and

                                       7

<PAGE>

       classification of liabilities that might be necessary should the Company
       be unable to implement its business plan and continue as a going concern.
       The Company's ability to continue as a going concern is dependent upon
       obtaining adequate financial resources. The Company has retained an
       investment banking firm to assist in the private placement of equity
       securities. No assurance can be made that the private placement will be
       successful.

2.     NOTES PAYABLE:

       In April 1999, the Company paid the outstanding balance due under the
       Note to MediaVest, Inc. a Company controlled by the Chairman and
       shareholder of WDI through the issuance of 101,090 shares of common stock
       and $45,000 in cash. The fair market value of the common stock was $7.00
       at the date of extinguishment. 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 extinguishment by 25%. An
       extraordinary loss of $468,223 was recorded in the statement of
       operations for the nine months ended December 31, 1999 representing the
       difference between the discounted fair market value of the common stock
       issued and the carrying amount of the Note extinguished.

       In June 1999, two shareholders and directors of the Company forgave a
       total of $20,000 in notes payable due from the Company. This action was
       treated as a capital contribution and resulted in an increase of $20,000
       in additional paid-in capital. (See Note 3).

       On September 29, 1999, the Company received a loan of $50,000 from
       MediaVest, Inc., a Company controlled by a shareholder and Chairman of
       WDI. The loan is not collateralized, non interest bearing and is due on
       demand. In November 1999, the loan was repaid in full.

       In November 1999, MediaVest, Inc., a Company controlled by a shareholder
       and director loaned $25,000 to the Company which was repaid.

3.     COMMON STOCK

       In April 1999, the Company issued 748,500 shares of its common stock
       associated with the March 1999 exercise of 748,500 Warrants. This action
       resulted in a $748 increase in the common stock account and a
       corresponding $748 decrease in additional paid-in capital.

       In May 1999, the Company paid the outstanding balance due to various
       vendors through the issuance of 6,000 shares of common stock. The fair
       market value of the common stock was $7.50 at the date of extinguishment.
       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
       extinguishment by 25%. An extraordinary loss of $25,715 was recorded in
       the statement of operations for the nine months ended December 31, 1999
       representing the difference between the discounted fair

                                       8

<PAGE>

WORLD DIAGNOSTICS, INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED

       market value of the common stock issued and the carrying amount of the
       accounts payable extinguished.

       During the nine months ended December 31, 1999, the Company issued 15,500
       shares of its common stock to various non-employee consultants for past
       services rendered. Pursuant to the application of SFAS No. 123 in
       accounting for the issuance of stock to non-employee consultants, the
       Company recorded compensation 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 $92,046 in compensation expense, which is
       included in selling, general and administrative expenses in the statement
       of operations for the nine months ended December 31, 1999.

       In June 1999, two shareholders and directors of the Company forgave a
       total of $37,412 in notes payable and other liabilities due from the
       Company. This action was treated as a capital contribution and resulted
       in an increase of $37,412 in additional paid-in capital. (See Note 3).

       In November 1999, the Company authorized the issuance of a $375,000
       aggregate loan through the issuance of five month 6% Subordinated
       Promissory Notes with interest and principal payable on March 31, 2000
       and 187,500 Common Stock Purchase Warrants at a purchase price of $.10
       per warrant. The warrants are exercisable at any time on or before
       September 30, 2000 at a price equal to the lower of either $6.00 per
       share of common stock or the most recent issue price of WDI Common Stock
       prior to March 31, 2000. The Promissory Notes are unsecured and the
       warrants have no registration rights or other conditions. $50,000 of this
       loan has been subscribed to by the children of the Chairman and Director
       of the Company.

4.     RELATED PARTIES

       The Company has a customer, Micro Services Industries, that is also a
       director and shareholder of the Company. Micro Services Industries
       accounted for 8% of the revenue for the nine months ended December 31,
       1999.

                                       9

<PAGE>

                          PART II - OTHER INFORMATION

ITEM 5

The purpose of this Amendment No.1 to 10-QSB filing is to include certain
information in the statements of operations (unaudited) for the nine months
ended December 31, 1999 and December 31, 1998 which were inadvertently not
delivered in the Edgar Filing of February 15, 2000.

                                       10
<PAGE>

                                   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 thereunto duly authorized.

                                       WORLD DIAGNOSTICS, INC.


Dated:  FEBRUARY 25, 2000              By:  /s/ KEN M. PETERS
                                            ----------------------------------
                                                Ken M. Peters, President
                                                and Chief Financial Officer