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,  2002

[  ]    Transition  Report  pursuant  to  Section  13  or  15(d)  of  the
        Securities Exchange  Act  of  1934

For  the  transition  period  from  _____________  to  ______________

                         Commission File Number: 0-27627

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

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

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

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

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


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

            Yes  [X  ]  No  [   ]

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

                As  of  August  18,  2002, 12,483,594 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
                    Condensed  Consolidated  Balance  Sheet
                    Condensed  Consolidated  Statements  of  Operations
                    Condensed  Consolidated  Statements  of  Cash  Flows
                    Notes  to  Condensed  Consolidated  Financial  Statements

Item  2.   Management's  Discussion  and  Analysis  or  Plan  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     Submissions  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.

WORLD  DIAGNOSTICS  INC.  AND  SUBSIDIARY
CONDENSED  CONSOLIDATED  BALANCE  SHEET
AT  JUNE  30,2002
(UNAUDITED)
<TABLE>
<CAPTION>

Assets

Current Assets
<S>                                                                             <C>
   Cash and Cash Equivalents                                                    $     9,370
   Accounts Receivable                                                               67,008
   Inventory                                                                        133,301
   Other current assets                                                             117,861
                                                                                ------------
       Total current assets                                                         327,540
Property and equipment, net of accumulated depreciation                             446,655
Other assets                                                                         42,530
                                                                                ------------
      Total assets                                                              $   816,725
                                                                                ============

Liabilities and Shareholders' Deficit

Current Liabilities
   Accounts payable and accrued expenses                                        $ 1,394,868
   Notes Payable                                                                    436,250
   Current portion of obligations under capital leases                               23,924
                                                                                ------------
     Total current liabilities                                                    1,855,042
Deferred rent                                                                       115,000
Obligations under capital leases, net of current portion                             46,399
                                                                                ------------
      Total Liabilities                                                           2,016,441

Shareholders' Deficit
   Common stock; $0.001 par value; 25,000,000 shares authorized
       12,264,594 shares issued and outstanding and additional paid in capital    6,847,570
Unearned Services                                                                  (469,649)
   Accumulated deficit                                                           (7,577,637)
                                                                                ------------
     Total Shareholders' deficit                                                 (1,199,716)
                                                                                ------------
       Total Liabilities and Shareholders' Deficit                              $   816,725
                                                                                ============

Read Notes to  Condensed Consolidated Financial Statements.

</TABLE>
<PAGE>
WORLD  DIAGNOSTICS  INC.  AND  SUBSIDIARY
CONDENSED  STATEMENTS  OF  OPERATIONS
THREE  MONTHS  ENDED  JUNE  30,  2002 and 2001
(UNAUDITED)
<TABLE>
<CAPTION>
                                                        FOR THE THREE MONTHS ENDED JUNE 30
                                                                2002         2001
                                                            ------------  -----------

<S>                                                             <C>           <C>
Revenues                                                    $   318,309   $  745,076

Cost of goods sold                                              250,479      589,812
                                                            ------------  -----------

Gross profit                                                     67,830      155,264

Selling, general and administrative expenses                    559,097      735,405
                                                            ------------  -----------

LOSS FROM OPERATIONS BEFORE INTEREST EXPENSE                   (491,267)    (580,141)

Interest Expense                                                (49,966)      (1,632)
                                                            ------------  -----------

NET LOSS                                                    $  (541,233)  $ (581,773)
                                                            ============  ===========



   Basic and diluted  loss per common share                 $     (0.05)  $    (0.08)
                                                            ============  ===========


Weighted average number of common shares outstanding         11,495,182    7,269,333
                                                            ============  ===========

Read Notes to Condensed Consolidated Financial Statements.

</TABLE>
<PAGE>
WORLD  DIAGNOSTICS  INC.  AND  SUBSIDIARY
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
THREE  MONTHS  ENDED  JUNE  30,  2002  AND  2001
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                      2002        2001
                                                                                   ----------  ----------
<S>                                                                                    <C>         <C>
Cash flows from operating activities
 Net Loss                                                                          $(541,233)  $(581,773)
 Adjustment to reconcile net loss to net cash used
 in operating activities:
   Common stock issued for compensation                                                1,700         656
   Common stock issued for services                                                        -     241,848
   Options issued for services                                                        40,548      20,584
   Depreciation                                                                       25,677      19,492
   Loss on payoff of Debt                                                             38,250           -
   Bad debt Expense                                                                   81,105           -
   Amortization of Unearned Services                                                  95,522           -
   Gain on disposal of property and equipment                                              -      (1,623)
Changes in operating assets and liabilities:
    Accounts receivable                                                               41,936    (131,561)
    Inventory                                                                         49,676     (37,930)
    Other current assets                                                             (76,927)      9,528
    Other assets                                                                      (2,500)    (31,141)
    Accounts payable and accrued expenses                                            150,023     331,325
    Deferred rent                                                                     (3,750)     (3,750)
                                                                                   ----------  ----------
         Net cash (used) in operating activities                                     (99,973)   (164,345)
                                                                                   ----------  ----------
Investing activity
   Purchase of property and equipment                                                      -     (15,991)
                                                                                   ----------  ----------
Financing activities
  Payments under capital lease obligations                                            (6,000)     (2,615)
  Proceeds from notes payable                                                         42,500           -
                                                                                   ----------  ----------
        Net cash provided by (used in) financing activities                           36,500      (2,615)
                                                                                   ----------  ----------

Net decrease in cash and cash equivalents                                            (63,473)   (182,951)
Cash and cash equivalents, beginning of period                                        72,843     283,429
                                                                                   ----------  ----------
Cash and cash equivalents, end of period                                           $   9,370   $ 100,478
                                                                                   ==========  ==========



Supplemental disclosures of cash flow information:

   Cash paid during the period for interest                                        $   1,597   $   1,632

Supplemental disclosures of non-cash investing and financing activities:

   Property and equipment acquired through capital and operating lease agreements  $       -   $  34,449

   Issuance of common stock for the extinguishment of debt                         $ 194,500   $       -

Read notes to  Condensed Consolidated Financial Statements.

</TABLE>

<PAGE>

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

1.          BASIS  OF  PRESENTATION

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

The  accompanying unaudited condensed consolidated financial statements of World
Diagnostics  Inc.  (the  "Company")  have  been  prepared  in  accordance  with
generally  accepted  accounting principles for interim financial information and
with  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, 2002  and  2001,  and  the financial position as of June 30, 2002. 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,  2002.  The  results of operations for interim periods are not
necessarily  indicative  of  the  results  of  operations  for  the entire year.

2.          SIGNIFICANT  ACCOUNTING  POLICIES

There have been no changes in accounting policies used by the Company during the
quarter  ended  June  30,  2002.

3.          GOING  CONCERN  -  UNCERTAINTY

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

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

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

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

The  accompanying condensed 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.

<PAGE>

4.          COMMON  STOCK

In  May  2002,  the  Company  issued  250,000  shares  of  common  stock  to two
shareholders of  the  Company to pay off two loans totaling $42,500. The company
valued  this  transaction based on the fair market value of the shares issued at
$0.17  per  share.

In  May  2002, the Company issued 600,000 shares of common stock to shareholders
of  the  Company  to  pay  off  loans  totaling $63,750. The Company valued this
transaction  based  on  the  fair market value of the shares issued of $0.17 per
share. Due to the issuance of shares, the Company recorded an expense of $38,250
during  the  three  months  ended  June  30,  2002.

In  May 2002, the Company issued 294,118 shares of common stock to a shareholder
of the Company to pay off a loan of $50,000. The Company valued this transaction
based  on  the  fair  market  value  of  the  shares  issued at $0.17 per share.

In  May  2002, the Company issued 10,000 shares of common stock to a director in
respect  of  director's  fees  and  services  associated  with  the  financing,
organizational  and  operational  matters  necessary for the continuation of the
business.  The Company valued this transaction based on the fair market value of
the  shares  issued  at  $0.17  per  share.  Due to the issue of these share the
Company  recorded  an  expense  of $1,700 during the three months ended June 30,
2002.

In  May  2002,  the  Company  issued options to acquire 174,000 shares of common
stock  at  prices ranging from $0.15 to $0.50 per share expiring between January
2005  and  January  2007.  The  fair  value of the options on the grant date was
$40,548  calculated using the Black-Scholes Option Pricing Model and is included
as  expense  during  the  three  months  ended  June  30,  2002.

5.          STOCK  BASED  COMPENSATION


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

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

In  May  2002,  the  Company  issued options to acquire 170,000 shares of common
stock  to  employees  of the Company. These options are exercisable at $0.25 per
share,  the  market  price  on the date of grant and vest from a six-month to an
eleven-month  period.  The  options  expire  in  May 2005. The fair value of the
options  on the grant date was $22,048 calculated using the Black-Scholes Option
Pricing  Model.
<PAGE>
The  Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock  Issued to Employees," in accounting for stock-based employee compensation
arrangements  whereby  no compensation cost related to stock options is deducted
in  determining  net loss.  Had compensation cost for stock option grants to the
Company's  employees  been  determined pursuant to SFAS No. 123, "Accounting for
Stock-Based  Compensation,"  the Company's net loss would have increased for the
three  months  ended  June  30, 2002 as presented in the table below.  Using the
Black-Scholes  option  pricing  model,  the Company's pro forma net loss and pro
forma  net  loss  per  share,  with  related  assumptions,  are  as  follows:

                             For  the  Period  Ended  June  30,2002
                             --------------------------------------

     Pro  forma  Net  Loss                    ($567,047)
     Pro  forma  Loss  Per  Share                 ($.05)
     Risk  Free  Interest  Rates        5.00%  to  6.11%
     Expected  Lives                          3-5  years
     Expected  Volatility                 85.47%-132.28%

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


6.          SUBSEQUENT  EVENTS

In  July  2002,  the  Company  issued  50,000  shares of common stock to outside
consultants  in  consideration  for  legal services rendered to the Company. The
common  stock  was  issued  pursuant  to  an exemption under Section 4(2) of the
Securities  Act.

In July 2002, the Company issued 169,000 shares of common stock to two investors
in  connection  with a loan to the Company. The issuance was made pursuant to an
exemption  under  Section  4(2)  of  the  Securities  Act.

In July 2002, the Company issued options to acquire 3,333,333 shares of common
stock at $0.15 per share expiring over the next six months.

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


FORWARD  LOOKING  STATEMENTS

The  statements  contained  in this Quarterly Report on Form 10-QSB that are not
historical  are  forward-looking statements within the meaning of Section 27A of
the  Securities  Act  of  1933,  as  amended,  and Section 21E of the Securities
Exchange  Act of 1934, as amended.  The Company intends that all forward-looking
statements  be  subject  to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements include statements in
which  words  such  as  "expect,"   "anticipate,"  "intend,"  "plan,  "believe,"
"estimate,"  "consider,"  or similar expressions are used. These forward-looking
statements reflect the Company's views as of the date they are made with respect
to  future events and financial performance.  Forward-looking statements are not
guarantees  of  future  performance.  They involve many risks, uncertainties and
assumptions  that  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

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

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

The  Company  continues  implementation  of  its  GLOBALeMED  system  on  a
country-by-country  basis.  While  the  growth  and  further  development of the
GLOBALeMED system remains an important focus, the sales and marketing effort has
been  concentrated  on  and  is  still  dependent upon traditional distributors.
Further  enhancements  have  been  made  to  the  GLOBALeMED  system, to improve
functionality,  navigability and ease of use. Although currently less than 1% of
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 to facilitate efficiency in product selection, product evaluation
and  pricing.

<PAGE>
RESULTS  OF  OPERATIONS

Revenues.  Revenues  were  $318,309 and $745,076 for the three months ended June
30,  2002 and 2001, respectively. This decrease in revenues of approximately 57%
is primarily due to the decrease in financial resources leading to the inability
of  the  company  to fill its customers' orders. The following table details the
sales  breakdown  by  geographic  region:

                                 For The Three Months Ended June 30
000's
                                        2002          2001
                                 ----------------  --------------
South America                             97          413
Domestic*                                 57           27
Pacific Rim                               51           22
Caribbean                                 40          128
Western Europe                            30           20
Middle East and Africa                    25           71
Eastern Europe                            10           49
Central America                            8           15
                                 ----------------  --------------
                                         318          745
                                 ================  ==============

* Represents sales in Africa through Domestic Distributors

South America, the Caribbean, the Pacific Rim and the Middle East and Africa are
the  strongest  markets  for  the  Company  and  in  combination  accounted  for
approximately 77% of total revenue for the three months ended June 30, 2002, and
89%  for  the  three  months  ended  June  30,  2001.

The  reduction in revenues is attributable to a tougher macro-economic operating
environment  in  a  number  of  the  markets  we sell to. This is made even more
difficult  as  the Company's focus is the emerging markets. The uncertainties in
financial  markets  in  South  America,  which  represents  31%  has  led  to  a
contraction  in  purchases  by  our  customers.

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

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

Gross  Profit.  The Company's gross profit on product sales decreased to $67,830
for  the  three  months  ended  June 30, 2002 from $155,264 for the three months
ended  June  30,  2001.  Gross  profit as a percentage of sales was 21% for both
periods.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense  decreased  to  $559,097  for  the three months ended June 30, 2002 from
$735,405 for the three months ended June 30, 2001 respectively. This category of
expense should continue to decrease as a percentage of revenue going forward as:
(1)  cost cutting measures already implemented minimize the increase in overhead
and  (2)  revenue  growth  outpaces  the  growth  in  overhead.

Net  Loss.  The Company incurred a net loss of $541,233 or $(0.05) per share for
the  three  months  ended  June  30, 2002 and reported a net loss of $581,773 or
$(0.08) per share for the comparable period in 2001. There were no extraordinary
losses  or  gains  for  this  period.
<PAGE>
Financial  Condition

At  June  30, 2002, the Company had cash and cash equivalents of $9,370 compared
to  $72,843  at  March  31,  2002.  The  Company had negative working capital of
$1,527,502  and $40,911 at June 30, 2002 and 2001, respectively. The Company had
current  assets  of $327,540 and shareholders' deficit of $1,199,716 at June 30,
2002.  This compares to current assets of $1,291,996 and shareholders' equity of
$392,049  at  June  30,  2001.

Liquidity  and  Capital  Resources

Since  beginning  operations  in  February  1997,  the  Company has continued to
sustain operating losses that have resulted in the use of its cash reserves. The
Company  anticipates  that  it  will  continue  to  incur  net  losses  for  the
foreseeable future until it is able to generate sufficient revenues from product
sales  to sustain its operations and fund expenditures related to future growth.
The  Company  has  also  undertaken  a review of all expense items and initiated
cutbacks in various areas. The current lack of liquidity has negatively impacted
the  Company's  revenues in the current quarter and will continue to do so until
financing  is  obtained. Insufficient liquidity impairs the Company's ability to
properly  stock  products that are being ordered by customers. The inventory mix
on  hand  does  not always match the product mix ordered by customers. Continued
efforts  are  underway  to liquidate "non-core" and slow moving inventory and to
better  match  inventory  on  hand  to  current  customer  demand.

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, 2002 and March
31,  2001  and  for  each  of  the  two years then ended contains an explanatory
paragraph  indicating factors which create substantial doubt about the Company's
ability  to  continue  as  a going concern.  These factors include recurring net
losses  since  inception  and  uncertainty  surrounding  future equity financing
through  anticipated  offerings.

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

<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

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

ITEM  2.          CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

In  May  2002,  the  Company  issued  600,000  shares  of  common stock to three
investors  in connection with a loan to the Company of $63,750. The common stock
was  issued  pursuant  to an exemption under Section 4(2) of the Securities Act.

In  May  2002,  the  Company  issued  250,000  shares of common stock and 50,000
warrants,  at  an  exercise price of $.50, to two investors in connection with a
loan  to  the Company of $42,500. The issuance was made pursuant to an exemption
under  Section  4(2)  of  the  Securities  Act.

In  May  2002, the Company issued 304,118 shares of common stock to its chairman
in  consideration of repayment of a promissory note and for services rendered to
the  Company.

In  May  2002,  the  Company  issued options to acquire 344,000 shares of common
stock  at  prices  ranging  from  $.25  to  $.50  per  share  to  employees  and
non-employees  for  services  rendered.

In  July  2002,  the  Company  issued  50,000  shares of common stock to outside
consultants  in  consideration  for  legal services rendered to the Company. The
common  stock  was  issued  pursuant  to  an exemption under Section 4(2) of the
Securities  Act.

In July 2002, the Company issued 169,000 shares of common stock to two investors
in  connection  with a loan to the Company. The issuance was made pursuant to an
exemption  under  Section  4(2)  of  the  Securities  Act.

In  July  2002, the Company issued options to acquire 3,333,333 shares of common
stock  at  $0.15  per  share  expiring  over  the  next  six  months.


ITEM  3.          DEFAULTS  UPON  SENIOR  SECURITIES.

     None.

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

     Not  applicable.

ITEM  5.          OTHER  INFORMATION.

     None.
<PAGE>
ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)     Exhibits

        99.1  Certification
        99.2  Certification

(b)     Reports  on  Form  8-K

     None.






<PAGE>


                                   SIGNATURES

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


                                       WORLD  DIAGNOSTICS  INC.


Date:  August  18,  2002               By:  /s/ Ken Peters
                                            _____________________
                                            Ken Peters, President