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 June 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 July 31, 2000, 4,580,265 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
               Consolidated Statements of Operations
               Consolidated Statements of Cash Flows
               Notes to Consolidated 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


<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

Item 1.     Financial Statements.



<TABLE>
<CAPTION>
World Diagnostics Inc and Subsidiary
Consolidated Balance Sheet
at June 30, 2000
(unaudited)

<S>                                                          <C>
Assets

Current Assets

   Cash and cash equivalents                                    $ 202,900
   Accounts Receivable, less an allowance of $71,609              555,273
   Inventory, net of reserve of $19,066                           229,457
   Other current assets                                            48,139
                                                            --------------
       Total current assets                                     1,035,769
Fixed assets, net of accumulated depreciation                     165,490
Other assets                                                        7,120
                                                            --------------
      Total assets                                             $1,208,379
                                                            ==============

Liabilities and Shareholders Equity

Current Liabilities
   Accounts payable and accrued expenses                         $848,337
   Notes payable                                                  260,000
   Current portion of obligations under capital leases             14,067
                                                            --------------
     Total current liabilities                                  1,122,404
Obligations under capital leases, net of current portion           25,837
                                                            --------------
      Total Liabilities                                         1,148,241

Shareholders Equity
   Common stock; $0.001 par value; 10,000,000 shares authorized
      4,580,265 shares issued and outstanding                       4,580
   Additional paid in capital                                   3,039,697
   Accumulated deficit                                         (2,984,139)
                                                            --------------
     Total Shareholders equity                                     60,138
                                                            --------------
       Total Liabilities and Shareholders equity               $1,208,379
                                                            ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
World Diagnostics Inc and Subsidiary                               8/14/00 14:36
Consolidated Statements of Operations
Three Months ended June 30, 2000 and 1999
(unaudited)

                                                       Three Months Ended June 30
                                                         2000            1999
                                                      ------------   -------------

<S>                                                     <C>             <C>
Revenues                                                $ 602,512       $ 240,044
Cost of goods sold                                        475,474         195,215
                                                      ------------   -------------
Gross profit                                              127,038          44,829
Selling, general and administrative expenses              361,912         277,803
                                                      ------------   -------------
Loss from operations before interest                     (234,874)       (232,974)
 Interest expense                                         (11,510)           (728)
                                                      ------------   -------------
Loss from operations before extraordinary item           (246,384)       (233,702)
Extraordinary loss on extinguishment of debt              (89,415)       (493,938)
                                                      ------------   -------------
Net Loss                                                $(335,799)     $ (727,640)
                                                      ============   =============

Basic and dilutive common loss per share:
Loss from operations before extraordinary item              (0.06)          (0.06)
Extraordinary item                                          (0.02)          (0.12)
                                                      ------------   -------------
Basic and dilutive common loss per share:                   (0.08)          (0.18)
                                                      ------------   -------------

Weighted average number of common shares outstanding    4,297,318       3,982,404

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

World Diagnostics Inc and Subsidiary                                       8/14/00 14:36
Consolidated Statements of Cash Flows
Three Months ended June 30, 2000 and 1999
(unaudited)

                                                           Three Months Ended June 30
                                                            2000               1999
                                                       ---------------    ---------------
<S>                                                        <C>                <C>

Cash flows from operating activities
 Net Loss                                                  $ (335,799)        $ (727,640)
 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                                 6,236              5,443
  Changes in operating assets and liabilities:
    Accounts receivable                                      (164,324)           (47,868)
    Inventory                                                (101,728)              (493)
    Other current assets                                      (12,762)            (3,130)
    Other assets                                                 (157)            (1,004)
    Accounts payable and accrued expenses                     236,742            (14,096)
                                                       ---------------    ---------------
         Net cash (used) in operating activities             (235,217)          (202,804)
                                                       ---------------    ---------------

Investing activities
                                                       ---------------    ---------------
   Purchase of fixed assets                                      (302)           (34,844)
                                                       ---------------    ---------------

Financing activities
  Net proceeds from private placement                         485,000                  -
  Payments under capital lease obligations                     (2,398)            32,029
  Payment of notes payable                                   (125,000)           (45,000)
                                                       ---------------    ---------------
        Net cash provided by / (used in)
         financing activities                                 357,602            (12,971)
                                                       ---------------    ---------------

Net increase / (decrease) in cash
 and cash equivalents                                         122,083           (250,619)
Cash and cash equivalents, beginning of year                   80,817            358,595
                                                       ---------------    ---------------
Cash and cash equivalents, end of year                      $ 202,900          $ 107,976
                                                       ===============    ===============
</TABLE>




The accompanying notes are an integral part of these financial statements.
<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
June 30,  2000 and 1999 and the  financial  position  as of June 30,  2000.  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,  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.

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

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.

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.       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.

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.

ITEM 2.     Managements 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.  For ward-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.

COMPANY BACKGROUND

The Company,  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  1,014
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 75  distributors  covering  63  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.

      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 June 2000,  the
Company has established sixteen such localized websites. In South America, sites
have been established for Argentina,  Chile, Colombia, Uruguay and Venezuela. In
Europe,  sites have been  established  for Spain and Poland.  In Eastern Europe,
sites  have  been  established  for  Romania  and  the  Czech  Republic.  In the
Caribbean,  sites have been established for Jamaica and Trinidad and Tobago.  In
Africa and the Middle  East,  sites have been  established  for South Africa and
Egypt which also serves Kuwait. In Asia, a site has been established for Korea.

RESULTS OF OPERATIONS

Revenues.  Revenues for the three months ended June 30, 2000 were $602,512 a net
increase of $362,468 or 151% from  $240,044  for the three months ended June 30,
1999. The increase in revenues was attributable to (i) an increase in the number
of  distributors  (ii)  increased  sales volumes to existing  accounts  (iii) an
increase in the  non-distributor  customer base. The following table details the
sales breakdown by geographic region.


                          Three months     Three months
Period ended, (000's)        ending           ending
                            6/30/00          6/30/99
-------------------------------------------------------
Domestic Sales              $ 19                $ 18
Caribbean                    138                  72
South America                265                  89
Eastern Europe                65                  14
Central America               31                  16
Pacific Rim                   29                   9
Western Europe                 7                  22
Middle East and Africa        48                   0
                              --                  --

Total Revenue               $602                $240
                            ====                ====

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

South America,  the Caribbean and Eastern  Europe  continued to be the strongest
markets for the Company and in  combination  accounted  for 78% of total revenue
for the three months ended June 30, 2000,  up from 73% of total  revenue for the
three months ended June 30, 1999.  Strong growth  continues to be experienced in
other geographic regions.  The strong growth in revenues for the Middle East and
Africa is a result of trade show  attendance in the Middle East and the positive
response to the product offering. Weaker sales in Western Europe are a result of
the loss of contract business in Spain.

Gross Profit.  The Company's gross profit on product sales increased to $127,038
for the three months ended June 30, 2000 from $44,829 for the three months ended
June 30, 1999.  Gross profit as a  percentage  of sales  increased to 21.1% from
18.7% in the  comparable  quarter of 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,   enabling  the  Company  to  achieve  further   efficiencies  in  volume
purchasing.  While  margins  improved when compared to the same quarter in 1999,
the margins dropped from the 26% achieved for the year ended March 31, 2000 as a
result of a change in product mix in the current  quarter.  This is not expected
to continue, and margins should increase steadily for the balance of the year.

Selling, General and Administrative Expense. Selling, general and administrative
expense  increased  to $361,912  for the three  months  ended June 30, 2000 from
$277,803 for the three  months  ended June 30,  1999,  an increase of $84,109 or
30%.  Continued  rollout of the  Company's  GLOBALeMED  e-commerce  business  to
business website, as well as additional payroll expenditures, as a result of new
hires accounted for the increased expenditures.

Net Loss.  The Company  incurred a net loss of $335,799 or $(0.08) per share for
the three  months  ended June 30,  2000 and  reported a net loss of  $727,640 or
$(0.18)  per  share  for the  comparable  period  in  1999.  A non  cash  charge
associated  with equity  adjustments of $89,415 was included in the three months
ended June 2000 and a charge of $493,938  was included in the three months ended
June 1999.  Excluding the effects of these  extraordinary  items,  the operating
loss  increased to $246,384 in the three months ended June 2000 from $233,702 in
the three months ended June 1999.

Financial Condition

At June 30, 2000, the Company had cash and cash equivalents of $202,900 compared
to  $107,976 at June 30,  1999.  The Company  had  negative  working  capital of
$86,635 and  positive  working  capital of $71,936 at June 30, 2000 and June 30,
1999 respectively. The Company had current assets of $1,035,769 and stockholders
equity of $60,138 at June 30, 2000.  This compares to current assets of $290,061
and stockholders equity of $119,846 a year earlier.

Liquidity and Capital Resources

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.

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 accounts 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.  The  Company  believes  that it can  obtain  additional
financing and is pursuing various options  available to the Company  including a
private  placement  of equity  securities,  a secured  revolving  line of credit
financing  based on  receivables  and inventory  and, if required,  an unsecured
subordinated  loan.  However,  there can be no assurance that such  undertakings
will be successful.


                                     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,  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.  The
Company did not use an underwriter in connection with the offering. The offering
was made pursuant to an exemption  under Section 4 (2) of the  Securities Act of
1933, as amended (the "Securities Act").

The  gross  proceeds  from  the  private   placement  was  $500,080,   of  which
approximately  $15,000 was used to pay legal  fees,  placement  commissions  and
other  expenses in connection  with the  offering.  The $485,000 of net proceeds
realized by the  Company  was used for  repayment  of certain  bridge  loans and
general working capital purposes. The form of Warrant issued to the purchaser of
the Common Stock is Exhibit 4.3 hereto.

On June 21, 2000,  the Company  issued an  aggregate of 16,000  shares of Common
Stock to six non-employee  consultants in  consideration of their services.  The
Company did not use an underwriter  in connection  with the issuance nor did the
Company receive any cash or non-cash consideration in connection therewith.  The
Common  Stock was issued  pursuant to an  exemption  under  Section 4 (2) of the
Securities Act.

During in April,  2000 and June 2000,  respectively,  the Company  issued 10,000
shares of Common Stock to its Vice President - Finance and  Administration,  and
10,000 shares of Common Stock to its Director of  Information  Technology,  as a
sign-on bonus with respect to written compensation arrangements made between the
Company and those  employees to induce the  employees  to join the Company.  The
Company did not use an  underwriter  in  connection  with the issuance of Common
Stock  nor  did  the  Company  receive  any  cash  consideration  in  connection
therewith.  The Common Stock was issued  pursuant to an exemption under Rule 701
of the Securities Act.

On June 1, 2000 the Company  authorized the issuance of 190,998 shares of Common
Stock to fifteen individuals in connection with such parties election to convert
an aggregate of $285,000 of bridge loan  obligations owed to such parties by the
Company into the Company's  Common Stock. The Company did not use an underwriter
in  connection  with the  issuance  of such  Common  Stock.  As a result  of the
issuance the Company received no cash consideration. The Common Stock was issued
pursuant to an exemption under Section 4 (2) of the Securities Act.

Item 3.           Defaults Upon Senior Securities

         None

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

         None

Item 5.           Other Information

         None

Item 6.           Exhibits and Reports on Form 8-K

(a)   Exhibits

     3.1  Certificate of  Incorporation  of World  Diagnostics,  Inc.,  filed as
          Exhibit 2.1 to Form 10SB12G filed on October 13, 1999.

     3.2  Certificate  of Amendment of  Certificate  of  Incorporation  of World
          Diagnostics,  Inc.,  Filed as  Exhibit  2.2 to Form  10SB12G  filed on
          October 13, 1999.

     3.3  Bylaws  of  World  Diagnostics,  Inc.,  filed as  Exhibit  2.3 to Form
          10SB12G filed on October 13, 1999.

     4.0  Instruments  Defining  Rights  o  Security  Holders:   Form  of  Stock
          Certificate, filed as Exhibit 3.0 to Form 10SB12G filed on October 13,
          1999.

     4.1  Promissory  Note,  filed as Exhibit  4.1 to Form 10-QSB for the period
          ended September 30, 1999 filed on February 15, 2000.

     4.2  Warrant  Certificate:  Filed as  Exhibit  4.2 to Form  10-QSB  for the
          period ended September 30, 1999 filed on February 15, 2000.

     4.3  Form of Warrant Certificate.

     10.1 Acquisition of Health Tech  International,  Inc., filed as Exhibit 6.1
          to Form 10SB12G filed on October 13, 1999.

     10.2 Keyman Insurance For Chief Executive Officer,  filed as Exhibit 6.2 to
          Form 10SB12G filed on October 13, 1999.

     10.3 Independent Contractor Agreement With  Immunodiagnostics,  Inc., filed
          as Exhibit 6.3 to Form 10SB12G filed on October 13, 1999.

     10.4 Form Confidentiality  Agreement With Management,  filed as Exhibit 6.4
          to Form 10SB12G filed on October 13, 1999.

     10.5 Form Letter Agreement  Executed By Distributors,  filed as Exhibit 6.5
          to Form 10SB12G filed on October 13, 1999.

     10.6 Office  Lease,  Filed As Exhibit 6.6 to Form 10SB12G  filed on October
          13, 1999.

     11.0 Statement Re: Computation Of Per Share Earnings.

     16.0 Letter On Change In Certifying Accountants,  to be filed as an Exhibit
          to an  amendment to the  Company's  Amended 8-K filed on July 2, 2000,
          when received by the Company.

     27.1 Financial Data Schedule.

(b)   Reports on Form 8-K

      Form 8-K, filed on June 27, 2000 with respect to Change in Accountants, as
      amended by From 8-K/A filed on August 11, 2000.

      Form 8-K filed on June 27,  2000 with  respect to the  closing of $500,080
      private placement of Common Stock and Warrants.

<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: August 14, 2000               By: /s/ Ken Peters
      ---------------                   ----------------------------------
                                        Ken Peters, Director, President
                                        and
                                        Chief Executive Officer




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