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 September 30, 2000

[ ]  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)

          15271 N.W. 60th Avenue, Suite 201, 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 October 31, 2000, 4,751,705 shares of the Registrant's common
stock, par value $.001 per share, were outstanding.

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                                       2
<PAGE>
                             WORLD DIAGNOSTICS INC.

                                      INDEX

Part I.   Financial Information

Item 1.   Financial Statements
                    Balance Sheets
                    Statements of Operations
                    Statement of Cash Flows
                    Notes to Financial Statements

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operation

Part II.   Other Information

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

Signatures

                                       3
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

Item 1.     Financial Statements.

World Diagnostics Inc and Subsidiary
Consolidated Balance Sheet
at September 30, 2000
(unaudited)

<TABLE>
<S>                                                                        <C>
Assets

Current Assets
   Cash and cash equivalents                                               $     8,886
   Accounts Receivable, less an allowance of $87,714                           489,703
   Inventory, net of reserve of $19,066                                        336,557
   Other current assets                                                         22,673
                                                                           -----------
       Total current assets                                                    857,819
Fixed assets, net of accumulated depreciation                                  177,874
Other assets                                                                    26,237
                                                                           ===========
      Total assets                                                         $ 1,061,930
                                                                           ===========
Liabilities and Shareholders Equity

Current Liabilities
   Accounts payable and accrued expenses                                   $ 1,032,168
   Notes payable                                                               405,000
   Current portion of obligations under capital leases                          15,166
                                                                           -----------
     Total current liabilities                                               1,452,334
Obligations under capital leases, net of current portion                        20,363
                                                                           -----------
      Total Liabilities                                                      1,472,697

Shareholders Equity
   Common stock; $0.001 par value; 10,000,000 shares authorized
      4,751,705 shares issued and outstanding                                    4,751
   Additional paid in capital                                                3,156,427
   Accumulated deficit                                                      (3,571,945)
                                                                           -----------
     Total Shareholders equity                                                (410,767)
                                                                           ===========
       Total Liabilities and Shareholders equity                           $ 1,061,930
                                                                           ===========

</TABLE>

                                       4

<PAGE>

World Diagnostics Inc and Subsidiary
Consolidated Statements of Operations
(unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended September 30        Six Months Ended September 30
                                                            2000                 1999                2000                1999
                                                         ----------           ----------          ----------          ----------
<S>                                                      <C>                  <C>                 <C>                 <C>
Revenues                                                 $  531,784           $  300,964          $1,134,296          $  541,008
Cost of goods sold                                          385,274              253,899             860,748             449,114
                                                         ----------           ----------          ----------          ----------
Gross profit                                                146,510               47,065             273,548              91,894
Selling, general and administrative expenses                726,492              237,806           1,088,404             515,609
                                                         ----------           ----------          ----------          ----------
Loss from operations before interest                       (579,982)            (190,741)           (814,856)           (423,715)
 Interest expense                                            (7,823)              (3,360)            (19,333)             (4,088)
                                                         ----------           ----------          ----------          ----------
Loss from operations before extraordinary item             (587,805)            (194,101)           (834,189)           (427,803)
Extraordinary loss on extinguishment of debt                      -                    -             (89,415)           (493,938)
                                                         ----------           ----------          ----------          ----------
Net Loss                                                 $ (587,805)          $ (194,101)         $ (923,604)         $ (921,741)
                                                         ==========           ==========          ==========          ==========
Basic and dilutive common loss per share:
Loss from operations before extraordinary item                (0.13)               (0.05)              (0.19)              (0.10)
Extraordinary item                                                -                    -               (0.02)              (0.12)
                                                         ----------           ----------          ----------          ----------
Basic and dilutive common loss per share:                     (0.13)               (0.05)              (0.21)              (0.22)
                                                         ----------           ----------          ----------          ----------
Weighted average number of common shares outstanding      4,639,896            4,281,827           4,469,544           4,134,316
</TABLE>
                                       5
<PAGE>
World Diagnostics Inc and Subsidiary
Consolidated Statements of Cash Flows
Six Months ended September 30, 2000 and 1999
(unaudited)

<TABLE>
<CAPTION>

                                                                          Six Months Ended September 30
                                                                            2000                  1999
                                                                        ----------            ----------
<S>                                                                     <C>                   <C>
Cash flows from operating activities
 Net Loss                                                               $ (923,604)           $ (921,741)
 Adjustment to reconcile net loss to net cash used
 in operating activities:
   Extraordinary loss on extinguishment of debt                             89,415               493,938
   Common stock issued in lieu of compensation                              47,160                92,046
   Depreciation and amortization                                            19,103                11,503
   Bad Debt expense                                                         91,251                     -
Changes in operating assets and liabilities:
    Accounts receivable                                                   (190,006)              (75,845)
    Inventory                                                             (208,828)              (25,229)
    Other current assets                                                    12,704                (5,048)
    Other assets                                                           (19,274)               (1,005)
    Accounts payable and accrued expenses                                  420,574                97,631
                                                                        ----------            ----------
         Net cash (used) in operating activities                          (661,505)             (333,750)
                                                                        ----------            ----------
Investing activities
                                                                        ----------            ----------
   Purchase of fixed assets                                                (25,550)              (42,880)
                                                                        ----------            ----------
Financing activities
  Net proceeds from private placement                                      601,897                     -
  Payments under capital lease obligations                                  (6,773)               28,711
  Proceeds from notes payable                                               20,000                 5,000
                                                                        ----------            ----------
        Net cash provided by (used in) financing activities                615,124                33,711
                                                                        ----------            ----------
Net increase/(decrease) in cash and cash equivalents                       (71,931)             (342,919)
Cash and cash equivalents, beginning of period                              80,817               358,595
                                                                        ----------            ----------
Cash and cash equivalents, end of period                                $    8,886            $   15,676
                                                                        ==========            ==========
</TABLE>
                                       6

<PAGE>

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

1. BASIS OF PRESENTATION

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
September 30, 2000 and 1999 and the financial position as of September 30, 2000.
The financial statements should be read in conjunction with more complete
disclosures contained in the Company's annual report on Form 10-K for the year
ended March 31, 2000. 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.

                                       7

<PAGE>
Inventory. Inventory is stated at the lower of cost or market using the average
cost method. As of September 30, 2000, substantially all inventories represent
finished goods held for sale. The Company recorded a provision of approximately
$19,000 as of September 30, 2000, 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.

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.

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.

                                       8
<PAGE>
Research and Development Costs. Research and development costs are charged to
expense when incurred.

Earnings Per Share. Basic earnings per share is computed by dividing income
available to common shareholders by the weighted-average number of common shares
for the period. The computation of diluted earnings per share is similar to
basic earnings 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
earnings per share are 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.

Technology and Content. Technology and content expenses consist principally of
payroll and related expenses for development, editorial, systems, consultants
and costs of acquired content. Technology and content costs are generally
expensed as incurred and included in selling, general and administrative
expenses, except for certain costs relating to the development of internal-use
software, including those relating to the Company's Web sites, that 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 and has negative working capital. 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.
(see note 6)

                                      9

<PAGE>
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.

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.

4. NOTES PAYABLE

In June 2000, the Company repaid $410,000 of 6% unsecured notes payable,
$285,000 of which was through the issuance of common stock. (see note 5).

In September 2000, the Company received $145,000 in an interest bearing
unsecured bridge loan from members of the Board of Directors and a shareholder.
This loan was repaid in full in October 2000.

5. COMMON STOCK

In June 2000, the Company completed a private placement of $500,000, consisting
of 71,440 shares of the Company's common stock priced at $7.00 per share and
warrants, exercisable at $7.00 or exchangeable, without additional cash
consideration but subject to certain performance contingencies being met, for an
additional 71,440 shares of the Company's common stock. In August 2000, the
Company received $100,000 through an exchange agreement with each participant in
the private placement, with early exchange of the 71,440 warrants for 71,440
shares of the Company's common stock and the issuance of 100,000 shares of the
Company's common stock priced at $1.00 per share.

The Company also issued 16,000 shares of common stock to non-employees for
services and 20,000 shares of common stock to employees. Compensation and cost
of services provided was recognized at the shares' estimated fair value.

In June 2000, the Company issued 190,998 shares of common stock to convert
$285,000 of 6% unsecured notes payable. In exchange for the shares, the note
holders waived all accrued interest and exchanged all outstanding common stock
purchase warrants issued in conjunction with the debt. The Company recognized an
extraordinary loss of $89,415 from the conversion. The remaining balance of
$125,000 of the 6% unsecured notes payable was repaid in June 2000, of which
$25,000 was to a party related to a member of the Board of Directors.

                                       10

<PAGE>
6. SUBSEQUENT EVENTS

In October 2000, the Company received subscriptions for a 1.7 million equity
private placement, consisting of 1,700,000 shares of common stock at $1.00 per
share, with each share including two warrants of common stock, one callable
subject to certain conditions.

The terms of the placement call for the registration of the common stock.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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.

                                       11

<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 growing international demand for medical diagnostic tests and
allied laboratory products.

The Company is a single source supplier and exporter of approximately 1,039
Company branded medical diagnostic test kits and allied laboratory products, of
which approximately 100 of these products produce approximately 80% of the
Company's revenues. The products are marketed through the Company's website,
www.GLOBALeMED.com (which is also accessible through its other Internet
addresses: www.labtestkits.com and www.worlddiagnostics.com), and its
distributor network.

The Company has developed and distributes its own range of rapid
immunodiagnostic products for point-of-care testing of certain human medical
conditions and infectious diseases. The Company's various rapid diagnostic test
kits incorporate proprietary, genetically engineered technology to diagnose
infectious diseases as well as various sexually transmitted diseases. These
products provide accurate and cost-effective diagnosis of acute and chronic
conditions in the areas of reproductive health, viral and bacterial infectious
diseases, gastrointestinal, hormonal, and autoimmune disorders, cancer and
cardiac markers, therapeutic drugs and drugs of abuse testing. The Company's
products are made to its specifications through a network of suppliers and
contract manufacturers, many of which are interchangeable.

The Company sells its medical diagnostic test kits and allied laboratory
products through a network of 78 distributors covering 67 countries. The
Company's GLOBALeMED business to business e-commerce system serves as the
Company's e-commerce solution for medical professionals to purchase medical
diagnostic and allied laboratory products and access critical data and
technology support on line. The GLOBALeMED system is a worldwide multilingual,
multi-cultural platform utilized by the Company's distributors to serve
hospitals, clinical laboratories, physician's offices and certain pharmacies
primarily in emerging market nations. In addition, a technical staff is
available by telephone, fax, e-mail or online through the Company's website to
support customers.

                                       12

<PAGE>
In September 1999, the Company began the design of its GLOBALeMED e-commerce
solution system, which became operational as beta sites in Chile and Romania in
February 2000 and South Africa in March 2000. As of September 2000, the Company
has established seventeen such localized websites. In South America, sites have
been established for Argentina, Chile, Colombia, Uruguay and Venezuela. In
Europe, sites have been established for Austria, Netherlands, Poland and Spain.
In Eastern Europe, sites have been established for Romania and the Czech
Republic. In the Caribbean, sites have been established for Dutch Antilles,
Jamaica and Trinidad and Tobago. In Africa and the Middle East, sites have been
established for South Africa and Egypt. In Asia, a site has been established for
South Korea.

Although currently less than 5% of the Company's 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 for the Company with regard to promoting
efficiency in product selection, evaluation and pricing and advancing overall
simplicity in doing business with the Company.

RESULTS OF OPERATIONS

Revenues. For the three months ended September 30, 2000 and the six months ended
September 30, 2000, revenues increased by $230,820 or 77% and $593,288 or 110%
over the quarter ended September 30, 1999 and the six months ended September 30,
1999. Sales to a larger distributor base and a higher level of sales to existing
customers, continued to account for the increase in revenues.

South America, the Caribbean and Eastern Europe are the strongest markets for
the Company and in combination accounted for 79% of total revenue for the six
months ended September 30, 2000 and 81% for the three months ended September 30,
2000 compared to 86% of total revenue for the six months ended September 30,
1999 and 84% for the three months ended September 30, 1999. Strong growth
continues to be experienced in other geographic regions of the world and should
begin to account for an increasing percentage of total revenue going forward. In
particular, sales in Africa are expected to increase significantly as a
percentage of total Company revenue beginning in October 2000, as a result of a
government tender award with the South African government that the Company
secured for the supply of rapid diagnostic tests. The contract is for an initial
period of one year.

Sales Returns have historically, and continue to be insignificant. Customers
have a 15 day right of return, following product receipt. Because of extensive
product quality control and review, which is conducted prior to product
shipment, the return rate as a percentage of sales, is anticipated to remain at
a low percentage.

                                       13

<PAGE>
Gross Profit. The Company's gross profit on product sales increased to $146,510
for the three months ended September 30, 2000 from $47,065 for the three months
ended September 30, 1999 and to $273,548 from $91,894 in the six months ended
September 30, 2000 and 1999. Gross profit as a percentage of sales increased to
27.6% for the three months ended September 30, 2000 from 15.7% in the comparable
quarter of 1999. For the six months ended September 30, 2000 the gross profit
percentage was 24.2 compared to 17% for the six months ended September 30, 1999.
The improved gross profit margin was primarily the result of better purchasing
and volume price discounts. Margins are expected to continue to improve as a
result of continued higher sales per order, allowing the Company to achieve
further efficiencies in volume purchasing. The Company's goal is to increase the
level of sales to non-distributor end user customers, including those that shop
directly on the Company's GLOBALeMED web site, enabling the Company to achieve
an overall gross profit percentage above 30%.

Selling, General and Administrative Expense. Selling, general and administrative
expense increased to $726,492 for the three months ended September 30, 2000 from
$237,806 for the three months ended September 30, 1999, and increased to
$1,088,404 for the six months ended September 30, 2000 from $515,609 for the six
months ended September 30, 1999. The increase in these expenditures is due
primarily to the overall growth experienced by World Diagnostics, Inc. In
particular, development of the Company's GLOBALeMED e-commerce business to
business website, together with additional expenditures in payroll as a result
of new hires; extensive travel related to sales and marketing; and professional
and legal fees, incurred as a result of promulgation of SEC reporting
requirements for bulletin board companies all accounted for the increased
expenditures in both the three months ended September 30, 2000 and the six
months ended September 30, 2000, when compared to the same periods in the prior
year.

Net Loss. The Company incurred a net loss of $587,805 or $(0.13) per share for
the three months ended September 30, 2000 and reported a net loss of $194,101 or
$(0.05) per share for the comparable period in 1999. The Company incurred a net
loss of $923,604 or $(0.21) per share and a net loss of $921,741 or $(0.22) a
share for the six months ended September 30, 2000 and 1999. A non cash charge
associated with equity adjustments of $89,415 and $493,938 was included in the
six months ended September 30, 2000 and 1999 respectively. Excluding the effect
of these extraordinary items, the operating loss increased to $834,189 in the
six months ended September 2000 from $427,803 for the same period in 1999.

                                       14

<PAGE>
Financial Condition

At September 30, 2000, the Company had cash and cash equivalents of $8,886
compared to $80,817 at March 31, 2000. The Company had negative working capital
of $594,515 and $672,194 at September 30, 2000 and March 31, 2000 respectively.
The Company had current assets of $857,819 and a stockholders deficit of
$410,767 at September 30, 2000. This compares to current assets of $634,872 and
stockholders deficit of $522,035 at March 31, 2000.

Liquidity and Capital Resources

In October 2000, the Company received subscriptions for a $1.7 million equity
private placement. The proceeds will be used to repay outstanding debt, provide
working capital and improve the equity base. Should it be necessary, the Company
believes that it can obtain additional equity financing. In addition the Company
is currently pursuing a secured line of financing based on receivables and
inventory.

Since beginning operations in February 1997, the Company has continued to
sustain operating losses which 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.

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.

The report of the Company's independent certified public accountants in
connection with its audited financial statements as of March 31, 2000 and March
31, 1999 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.

                                       15

<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company may be a party to certain claims, suits and
complaints which arise in the ordinary course of business. Currently, there are
no such claims, suits or proceedings, which, in the opinion of management, if
decided against the Company would have a material adverse effect on the
Company's financial position.

Item 2. Changes in Securities and Use of Proceeds.

                     Recent Sales of Unregistered Securities

On June 19, 2000 the Company closed upon the private offering of 20 Units, each
consisting of (i) 3,572 shares of the Company's common stock, par value $.001
par share ("Common Stock"), at a purchase price of $7.00 per share, and (ii)
warrants (the "Warrants"), exercisable at $7.00 per share or exchangeable,
without additional cash consideration, but subject to certain restrictions and
lock-up provisions, for an additional 3,572 shares per unit of the Company's
Common Stock. In August 2000, in consideration for agreeing to shorten the time
within which the Warrants may be exchanged for Common Stock, the Company issued
5,000 shares of Common Stock to each Unit holder at a purchase price of One
Dollar ($1.00) per share and, in connection therewith the holders of the
Warrants exchanged their Warrants for, in the aggregate, 71,440 shares of Common
Stock. As a result of the foregoing the Company issued a total of 171,440 shares
of Common Stock. The Company did not use an underwriter in connection with the
offering. The offering was made pursuant to an exemption under Rule 506 of the
Securities Act of 1933, as amended (the "Securities Act").

The gross proceeds from the sale of Common Stock and the exchange of Warrants
was $100,000, of which approximately $5,000 was used to pay legal fees. The
$95,000 of net proceeds realized by the Company was used for general working
capital purposes.

                                       16

<PAGE>
Item 3. Defaults Upon Senior Securities

              None

Item 4. Submission of Matters to a Vote of Security Holders.

On July 31, pursuant to the written consent and action of a majority of the
holders of the Company's Common Stock, the Company (i) adopted an Amended and
Restated Certificate of Incorporation, (ii) adopted Amended and Restated By-
laws,and (iii) ratified the election of its Board of Directors. In connection
withthe foregoing, the Company filed a Definitive Information Statement
(Schedule14C) with the Securities and Exchange Commission on August 7, 2000. The
foregoing actions become effective on September 6, 2000 and, on September 7,
2000, the Company filed its Amended and Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware. (For more information
regarding the foregoing see the Company's Definitive Information Statement.)

Item 5. Other Information

              None

Item 6. Exhibits and Reports on Form 8-K

    (a) Exhibits

    3.2 Amended and Restated Certificate of Incorporation of World Diagnostics
        Inc.

    3.3 Amended and Restated By-laws of World Diagnostics Inc.

   27.1 Financial Data Schedule.

    (b) Reports on Form 8-K

        None

                                       17
<PAGE>
                                   SIGNATURES

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

                                                     WORLD DIAGNOSTICS INC.

Date: November 14, 2000             By:  /s/Ken Peters
                                         ----------------------
                                         Ken Peters, Director, President

Date: November 14, 2000             By:  /s/Paul R. Kamps
                                         ------------------
                                         Paul R. Kamps,
                                         Executive Vice President-
                                         Finance and Administration


                                       18