U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                  Form 10-KSB/A
      (Mark One)

     [X]  Annual report under Section 13 or 15(d) of the Securities Exchange Act
          of 1934.

          For the fiscal year ended March 31, 2000

                                       OR

     [_]  Transition report under 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.
                              -----------------------
                   (Name of Small Business Issuer in Its Charter)

                      Delaware                           65-0742342
      ---------------------------------                  ----------
       (State or Other Jurisdiction of          (IRS Employer Identification
       Incorporation or Organization)                    No.)

            15271 N.W. 60th Avenue, Suite 201,Miami Lakes, Florida 33014
            ------------------------------------------------------------
                      (Address of Principal Executive Offices)

         Registrant's telephone number, including area code: (305) 827-3304

          Securities Registered Pursuant to Section 12(b) of the Act: None
            Securities Registered Pursuant to Section 12(g) of the Act:

            Title of Each Class:                  Name of Each Exchange on
                                                      which Registered:
            -------------------                       ----------------
        Common Stock, $.001 par value                       None

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [_]

      Check if there is no disclosure of delinquent  filers pursuant to Item 405
of  Regulation  S-B is  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

      The issuer's  revenues  for its most recent  fiscal year were $ 1,463,417.

      The aggregate market value of 2,188,087 shares of the Company's common
stock held by  non-affiliates  was  $9,846,392  as of June 30, 2000.  The market
value of the shares was  calculated  based on the closing sales price of a share
of common stock on The OTC: Bulletin Board Market on such date.

      As of June 30, 2000,  4,313,827 shares of the  registrant's  common stock,
par value $.001 per share, were outstanding.

      Check whether the issuer has filed all  documents  and reports  required
to be filed by  Sections 12,  13 or 15(d) of the  Securities  Exchange  Act of
1934 subsequent to the  distribution of securities under a plan confirmed by a
court.  Yes [_]  No [_]  Not Applicable.

      Transitional Small Business Disclosure Format Yes [_] No [X]
<PAGE>


                                     PART II

      This  Form  10-KSB/A  amends  Part II,  Item 6 and  Item 7 of From  10-KSB
(Commission  file Number  0-27627)  filed by the Registrant on July 14, 2000, by
deleting  said  Items  in their  entirety  and  replacing  said  Items  with the
following:

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                             Forward-Looking Statements

      The statements contained in this Annual Report on Form 10-KSB 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  Annual  Report on Form  10-KSB and  elsewhere  herein.  The
Company  does  not  have  any   intention  or   obligation   to  up-date   these
forward-looking statements.

      The following  discussion should be read in conjunction with the Company's
consolidated financial statements.

      During the  Company's  fiscal year ending March 31, 2001 the Company plans
to  continue  implementation  of its  GLOBALeMED  system on a  country-by-county
basis, with a goal of launching 8 additional sites by December 31, 2000, thereby
increasing its local  websites from 17 to 25,  covering a total of 25 countries.
In order to meet this  objective  the Company  anticipates  that it will require
additional financing of approximately $150,000. The Company intends to meet this
and related  objectives by raising  approximately  $300,000 in additional equity
financing.  In  addition,  to meet its goals for  expanded  revenue  growth  and
inventory  levels,  the Company  anticipates  entering into a $2,000,000  credit
facility, secured by the Company's inventory and accounts receivable,  that will
be a formula-based  loan. In connection with its planned expansion,  the Company
intends to move its  operations  from its current  3,500 square foot facility in
Miami Lakes,  Florida to a 10,000 square foot  facility in Miami Lakes,  Florida
and,  during the  course of the year,  hire  approximately  2  additional  sales
representatives and 2 technical support persons.

      The Year Ended March 31, 2000 compared to the Year Ended March 31, 1999.

      Revenues.  Revenues for the year ended March 31, 2000 were  $1,463,417,  a
net  increase  of $887,167  or 154% from  $576,250  for the year ended March 31,
1999.  The  increase in revenues was  attributable  to (i) a 67% increase in the
number of distributors,  (ii) increased sales volumes to existing accounts,  and
(iii) a 780% increase in the non-distributor  customer base. The following table
details the sales breakdown by geographic region.

      Region                 Year           Year
                             Ending         Ending
                            3/31/00          3/31/99
                             (in thousands (000) )

      Domestic Sales          $114           $29
      Caribbean               433            341
      South America           526            129
      Eastern Europe          135             34
      Central America          41             15
      Pacific Rim              92             10
      Western Europe           79             2
      Middle     East          43             16
       and Africa              --             --

      Total Revenue          1,463           576

      South  America,  the  Caribbean  and Eastern  Europe  continued  to be the
strongest  markets for the Company and in the  aggregate  accounted for 74.8% of
total  revenues  for Fiscal  Year 2000,  down from 87.5% of total  revenues  for
Fiscal Year 1999. The lower percentage  contribution to total revenues for these
markets  points to the  strong  growth in both the  number of  distributors  and
volume  of sales in  other  markets  that the  Company  sells  to,  all of which
demonstrated growth in excess of 100%.

      Gross  Profit.  The Company's  gross profit on product sales  increased to
$384,556  for the Fiscal Year 2000 from  $118,897  for Fiscal  Year 1999.  Gross
profit as a percentage of sales  increased to 26.3% from 20.6% in the comparable
year of 1999.  The improved  gross  profit  margin was  primarily  the result of
improved purchasing and volume price discounts. Margins are expected to continue
to  increase  as a result of  continued  higher  sales per order,  enabling  the
Company to achieve further efficiencies in volume purchasing.

      Selling,   General  and  Administrative  Expense.   Selling,  general  and
administrative  expense  increased  to  $1,280,598  for  Fiscal  Year  2000 from
$496,972 for Fiscal Year 1999, an increase of $783,626 or 158%.  During  October
1999, the Company commenced implementation of its GLOBALeMED e-commerce business
to business  website.  Expenditures  in the amount of $319,017  were incurred in
developing the site content,  building  individual country websites,  promotion,
advertising  and  consultants  fees to  develop  the site.  Further  significant
expenditures,  in excess of 10% of  projected  Fiscal  Year  2001  revenues  are
expected to be incurred in the continued  development of the GLOBALeMED  system.
This includes  expenditures  incurred in developing additional country websites,
as well as  promotion,  marketing  and  advertising.  Payroll  and  related  tax
expenses  was $434,132  for Fiscal Year 2000,  an increase of $267,776  from the
$166,356 incurred during Fiscal Year 1999. The increased  expenditure was due to
additional personnel hired for information technology,  technical support, sales
and marketing as well as employee  benefits.  Professional  fees and consultants
paid during Fiscal Year 2000 increased by $152,114 over the comparable amount in
Fiscal  Year 1999.  The  increase  is as a result of costs  associated  with the
Company's  Registration  Statement  filed  in  November  1999 as  well as  costs
associated with the development of the GLOBALeMED infrastructure.

      Interest Expense. Interest expense was incurred primarily on borrowings in
Fiscal Year 2000 from various private financing arrangements with non-affiliated
parties. On October 27, 1999 the Company entered into a $375,000 promissory note
(the "October Note") with detachable warrants. The October Note matured on March
31, 2000,  bore 6% interest,  and was increased to $410,000  through  additional
borrowing in January 2000.  In November  1999 the Board of Directors  authorized
the  issuance of 205,000  common stock  purchase  warrants  associated  with the
October  Note.  In  connection  with the  issuance of the 205,000  common  stock
purchase  warrants  associated  with the  October  Note,  a  non-cash  charge of
$239,850 was recorded as interest  expense in Fiscal Year 2000, which represents
the present value discount of the debt computed as of the difference between the
total fair value of the common stock  underlying  the warrants,  which was $9.25
per share at the date of the  authorization of issuance,  and the exercise price
of the warrants, which were $6.00.

      Extraordinary Loss on Extinguishment of Debt. In April 1999, the Company's
Board of Directors  authorized the issuance of 101,090  restricted common shares
and  $45,000  in  cash to  extinguish  the  $107,500  outstanding  balance  of a
promissory  note due to MediaVest,  Inc., a company  controlled by a shareholder
and the Chairman of the Board of the Company.  MediaVest,  Inc.  participated in
$50,000 of the initial  $150,000  loan to the Company.  The fair market value of
the common  stock on the date of  issuance  of the  101,090  shares was 7.00 per
share. The restricted  common stock cannot be sold for the first eighteen months
and  after  that may only be sold in  accordance  with  Rule  144.  The  Company
discounted  the  fair  value  of the  common  stock  by 25% on the  date  of the
extinguishment. The extraordinary non-cash loss on the extinguishment of debt is
$468,223, which is the difference between the fair market value of the stock and
the carrying amount of the note extinguished.  In May 1999, the Company paid the
outstanding balances due to various vendors through the issuance of 6,000 shares
of  common  stock.  The fair  market  value of the  common  stock on the date of
extinguishment  was $7.50 per share. The restricted  common stock cannot be sold
for the first eighteen months and after that may only be sold in accordance with
Rule 144.  The Company  discounted  the fair value of the common stock by 25% on
the  date  of  the  extinguishment.  The  extraordinary  non-cash  loss  on  the
extinguishment of this debt is $25,715, which is the difference between the fair
market value of the stock and the carrying amount of the debts extinguished.

      Loss on  Extension of Debt.  On March 15, 2000 the Company  entered into a
forbearance  agreement  which  extended the maturity date of the October Note to
May 31, 2000. The Board of Directors  authorized the issuance of 8,199 shares of
common stock in  consideration  of this  forbearance and the Company  recorded a
non-cash loss in connection  with the issuance of the common stock of $67,642 as
a result of the extension of the due date to May 31, 2000.

      Net Loss.  The Company  incurred a net loss of  $1,701,820  or $(0.41) per
share for Fiscal  Year 2000 and  reported a net loss of  $824,478 or $(0.27) per
share  for the  comparable  period in 1999.  Non-cash  charges  associated  with
extinguishment  of  debt,  extension  of debt  and  equity  adjustments  totaled
$801,430 and  $435,750 for Fiscal Year 2000 and Fiscal Year 1999,  respectively.
The  operating  loss  increased to $896,042 in Fiscal Year 2000 from $378,075 in
Fiscal Year 1999.

      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 expenditures related to future growth.

      At March 31, 2000,  the Company had cash and cash  equivalents  of $80,817
compared to $358,595 at March 31, 1999. The Company had negative working capital
of $676,444 and positive working capital of $135,744 at March 31, 2000 and March
31,  1999,  respectively.  The  Company  had  current  assets  of  $634,872  and
stockholders  deficit of $522,035 at March 31,  2000.  This  compares to current
assets of $489,190 and  stockholders  equity of $150,022 a year  earlier.  These
decreases are due primarily to  expenditures  incurred to fund the growth of the
Company.

      Cash used in operating activities was $777,150 and $347,991 in Fiscal Year
2000 and Fiscal Year 1999,  respectively.  Increased working capital investments
in accounts receivable of $308,837 and inventory of $85,245 were made to support
the growth in revenue in Fiscal Year 2000. This was offset in part by additional
funding as a result of the increase in accounts payable for the year ended March
31, 2000 of $400,373.

      Cash  utilized in investing  activities  was $132,400 in Fiscal Year 2000,
compared  to $9,991 for Fiscal Year 1999,  and related to the  purchase of fixed
assets.

      Net cash  provided by financing  activities  was $631,772 and $716,577 for
Fiscal Year 2000 and Fiscal Year 1999,  respectively,  coming primarily from the
proceeds  of Notes  issued in Fiscal  Year 2000 and from the  exercise  of stock
warrants in Fiscal Year 1999.

      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.  In June 2000, the Company  completed a private
placement of $500,000 of equity financing.  The Company's ability to continue as
a going concern is dependent upon obtaining adequate financial resources through
securities offering or otherwise. The Company believes that it can obtain equity
financing through a contemplated  offering.  However,  there can be no assurance
that such offering will be successful.

ITEM 7.     FINANCIAL STATEMENTS.

      The following financial  statements are furnished as part of this Annual
Report on Form 10-KSB

Index to Financial Statements and Schedules
Pages

      Report of Independent Certified Public Accountants
         Fiscal Year Ended March 31, 2000 .............................. F-1

      Report of Independent Certified Public Accountants
         Fiscal Year Ended March 31, 1999 .............................. F-2

      Consolidated Balance Sheet as of March 31, 2000 .................. F-3

      Consolidated  Statements  of  Operations  for each
       of the two fiscal years ended March 31, 2000
       and March 31, 1999 .............................................. F-4

      Consolidated  Statement of Shareholders Deficit
       for each of the two fiscal years ended
       March 31, 2000 and March 31, 1999 ............................... F-5

      Consolidated  Statements  of Cash Flows for each
       of the two  fiscal  years ended March 31, 2000
       and March 31, 1999 ........................................... F-6 - F-7

      Notes to Consolidated Financial Statements .................... F-8 - F-15


<PAGE>
Board of Directors  and Shareholders
World Diagnostics, Inc. and Subsidiary
July 5, 2000
Miami, Florida

                          INDEPENDENT AUDITORS' REPORT

We  have  audited  the   accompanying   consolidated   balance  sheet  of  World
Diagnostics,  Inc. and Subsidiary at March 31, 2000 and the related consolidated
statements of operations,  accumulated  shareholders' deficit and cash flows for
the  year  then  ended.   These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of World Diagnostics,
Inc. and  Subsidiary at March 31, 2000 and the results of their  operations  and
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

The  consolidated  financial  statements  referred  to above have been  prepared
assuming that World Diagnostics,  Inc. will continue as a going concern. As more
fully described in Note 3, the Company has incurred recurring  operating losses,
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. Management's plans as to these matters are also described in
Note 3. The accompanying  consolidated  financial  statements 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.



                                              /s/ Gerson Preston & Company, P.A.
                                                  CERTIFIED PUBLIC ACCOUNTANTS



                                      F-1
<PAGE>
      REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


      To the Board of Directors
      World Diagnostics, Inc.


      In our opinion,  the  statements of operations,  stockholders'  equity and
cash  flows  present  fairly,  in all  material  respects,  the  results  of its
operations  and its cash  flows of World  Diagnostics,  Inc.  for the year ended
March 31, 1999 in conformity  with  generally  accepted  accounting  principles.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audits.  We conducted our audit of these  statements  in accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain  reasonable  assurance about whether these financial  statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audit  provides a reasonable  basis for the opinion  expressed
above.

      The accompanying  fianancial  statements have been prepared  assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 3 to the
financial  statements,  the Company has incurred  recurring  losses and negative
cash flows  from  operations  in fiscal  1999.  Continuation  of  operations  is
dependent  on the  Company's  ability  to obtain  adequate  financial  resources
through  the  successful  completion  of  a  contemplated  public  offering,  or
otherwise.  These facts raise  substantial  doubt about the Company's ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

May 14, 1999
/s/
PricewaterhouseCoopers LLP


                                      F-2
<PAGE>


                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                               At March 31, 2000

<TABLE>
<CAPTION>

                                       ASSETS

<S>                                                                 <C>
Current assets
  Cash and cash equivalents ...................................     $    80,817
  Accounts receivable, less an allowance of $71,609 ...........         390,949
  Inventory, net of reserve of $19,066 ........................         127,729
  Other current assets ........................................          35,377
                                                                    -----------

     Total current assets .....................................         634,872

Fixed assets, net of accumulated depreciation .................         171,427
Other assets ..................................................           6,963
                                                                    -----------

     Total assets .............................................     $   813,262
                                                                    -----------

                       LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued expenses .......................     $   622,995
  Notes payable ...............................................         670,000
  Current portion of obligations under capital leases .........          14,071
                                                                    -----------

     Total current liabilities ................................       1,307,066

Obligations under capital leases, net of current portion ......          28,231
                                                                    -----------

     Total liabilities ........................................       1,335,297
                                                                    -----------

Shareholders' deficit
  Common stock; $0.001 par value; 10,000,000 shares authorized;
    4,281,827 shares issued and outstanding ...................           4,282
  Additional paid-in capital ..................................       2,122,023
  Accumulated deficit .........................................      (2,648,340)
                                                                    -----------

     Total shareholders' deficit ..............................        (522,035)
                                                                    -----------

     Total liabilities and shareholders' deficit ..............     $   813,262
                                                                    -----------
</TABLE>




            Read Auditors' Report and Notes to Financial Statements


                                      F-3
<PAGE>

                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                    CONSOLIDATED (2000) STATEMENTS OF OPERATIONS
                                             Years Ended March 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                            2 0 0 0         1 9 9 9
-------------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Revenues ...........................................     $ 1,463,417      $   576,250

Cost of good sold ..................................       1,078,861          457,353
                                                         -----------      -----------

Gross profit .......................................         384,556          118,897

Selling, general and administrative expenses .......       1,280,598          496,972
                                                         -----------      -----------

Loss from operations before other expenses .........        (896,042)        (378,075)

Other expenses:
  Loss on warrant inducement .......................            --           (374,250)
  Loss due to extension of debt ....................         (67,642)            --
  Interest expense (See Note 6) ....................        (254,490)         (26,611)
  Other income .....................................          10,292             --
                                                         -----------      -----------

Loss from operations before extraordinary item .....      (1,207,882)        (778,936)

Extraordinary loss on extinguishment of debt .......        (493,938)         (45,542)
                                                         -----------      -----------

Net loss ...........................................     $(1,701,820)     $  (824,478)
                                                         -----------      -----------






           Basic and dilutive loss per common share:
      Loss from operations before extraordinary item           (0.29)           (0.25)
                                  Extraordinary item           (0.12)           (0.02)
                                                         -----------      -----------

            Basic and diluted loss per common share:           (0.41)           (0.27)
                                                         -----------      -----------

Weighted average number of common shares outstanding       4,210,256        3,070,528
                                                         -----------      -----------
</TABLE>






            Read Auditors' Report and Notes to Financial Statements


                                      F-4
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                         CONSOLIDATED (2000) STATEMENTS OF SHAREHOLDERS' DEFICIT
                                             Years Ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                    Common Stock     Common
                                                  ---------------     Stock     Additional
                                                 Number of         Subscription Paid-In     Unearned    Accumulated
                                                  Shares    Amount  Receivable  Capital   Compensation    Deficit         Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>     <C>       <C>           <C>        <C>           <C>
Balance, March 31, 1998 .......................  2,580,000  $2,580  $(2,580)  $    20,576   $   --     $  (122,042)  $  (101,466)

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

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

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

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

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

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

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

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

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

Net loss ......................................       --      --       --            --         --        (824,478)     (824,478)
                                                 ---------  ------  -------   -----------   --------   -----------   -----------

Balance, March 31, 1999 .......................  3,410,737   3,410     --       1,100,972     (7,840)     (946,520)      150,022

Issuance of common stock for extinguishment
  of debt at $5.25 per share ..................    101,090     101     --         530,622       --            --         530,723

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

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

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

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

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

Portion of the proceeds from issuance of debt
  securities with detachable warrants allocable
  to the warrants .............................       --      --       --         260,350       --            --         260,350

Loss due to extension of debt .................       --      --       --          67,642       --            --          67,642

Net loss ......................................       --      --       --            --         --      (1,701,820)   (1,701,820)
                                                 =========  ======  =======   ===========   ========   ===========   ===========

Balance, March 31, 2000 .......................  4,281,827  $4,282  $  --     $ 2,122,023   $   --     $(2,648,340)  $  (522,035)
                                                 =========  ======  =======   ===========   ========   ===========   ===========
</TABLE>

            Read Auditors' Report and Notes to Financial Statements

                                      F-5
<PAGE>


                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                    CONSOLIDATED (2000) STATEMENTS OF CASH FLOWS
                                             Years Ended March 31, 2000 and 1999



<TABLE>
<CAPTION>

                                                                  2 0 0 0         1 9 9 9
-------------------------------------------------------------------------------------------

<S>                                                           <C>              <C>
Cash flows from operating activities
  Net loss ..............................................     $(1,701,820)     $  (824,478)
  Adjustment to reconcile net loss to net cash used in
    operating activities:
      Loss on warrant inducements .......................            --            374,250
      Loss due to extension of debt .....................          67,642             --
      Extraordinary loss on extinguishment of debt ......         493,938           45,542
      Common stock issued in lieu of interest ...........            --             15,958
      Common stock issued in lieu of compensation .......          92,046             --
      Amortization of unearned compensation .............           7,840            5,600
      Amortization of debt discount .....................         239,850             --
      Depreciation and amortization .....................          19,288            4,374
      Provision for bad debts ...........................          87,967            4,573
      Provision for excess inventory ....................            --             19,066
      Changes in operating assets and liabilities:
        Accounts receivable .............................        (396,804)         (49,872)
        Inventory .......................................         (85,245)         (41,279)
        Other current assets ............................         (25,128)          (4,721)
        Other assets ....................................          (2,544)          (2,919)
        Accounts payable and accrued expenses ...........         425,820          105,915
                                                              -----------      -----------

             Net cash (used) in operating activities ....        (777,150)        (347,991)
                                                              -----------      -----------

Investing activities
  Purchases of fixed assets .............................        (132,400)          (9,991)
                                                              -----------      -----------

Financing activities
  Net proceeds from issuance of common stock and warrants          16,250           29,744
  Proceeds from the exercise of stock warrants ..........            --            575,750
  Proceeds from notes payable ...........................         745,000          150,000
  Payment of notes payable ..............................        (120,000)         (25,000)
  Payments under capital lease obligations ..............          (9,478)            (918)
  Proceeds from stock subscription receivable ...........            --              2,580
  Decrease in cash overdraft ............................            --            (15,579)
                                                              -----------      -----------

           Net cash provided by financing activities ....         631,772          716,577
                                                              -----------      -----------

Net (decrese) increase in cash and cash equivalents .....        (277,778)         358,595

Cash and cash equivalents, beginning of year ............         358,595             --
                                                              -----------      -----------

Cash and cash equivalents, end of year ..................     $    80,817      $   358,595
                                                              -----------      -----------
</TABLE>

continued



                                      F-6
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                    CONSOLIDATED (2000) STATEMENTS OF CASH FLOWS
                                             Years Ended March 31, 2000 and 1999




continued
<TABLE>
<CAPTION>

                                                                 2 0 0 0     1 9 9 9
--------------------------------------------------------------------------------------

<S>                                                              <C>         <C>
Supplemental disclosures of cash flow information:

  Cash paid during the year for interest ...................     $ 7,397     $ 1,611

  Supplemental disclosure of non-cash investing and
    financing activities:

      Fixed assets acquired through capital lease agreements     $41,336     $11,362

      Forgiveness of debt payable to directors considered
        to be a capital contribution .......................     $37,412     $  --

      Issuance of common stock for extinguishment of debt ..     $70,535     $26,542

      Issuance of warrants for other assets ................     $ 4,250     $  --

</TABLE>








            Read Auditors' Report and Notes to Financial Statements


                                      F-7
<PAGE>

                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       NATURE OF OPERATIONS

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

         World  Diagnostics,  Inc. (the  "Company") was organized in Delaware on
         February 2, 1997.  GLOBALeMED.com,  Inc.  was  organized in Delaware on
         March 9, 2000. The Company  markets  medical  diagnostic and laboratory
         products derived from contract  suppliers.  The Company has proprietary
         manufacturing  agreements with 36 primary generic  diagnostic  products
         manufacturers  and has developed  certain  proprietary  technology  for
         rapid  diagnostic  tests in the area of  infectious  diseases and other
         diagnostic  products.  The  products  are  sold  predominately  through
         distributors,  dealers and through the Company's GLOBALeMED  e-commerce
         system in 63 countries.


2.       SIGNIFICANT ACCOUNTING POLICIES

         Principles 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 March 31, 2000 and 1999,  substantially all
         inventories  represent  finished  goods  held  for  sale.  The  Company
         recorded a  provision  of  approximately  $19,000  for both years ended
         March 31, 2000 and 1999, 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.

2.       SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         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.


                                      F-8
<PAGE>

         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.


2.       SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         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.


                                      F-9
<PAGE>
4.       FIXED ASSETS

         Fixed assets consist of the following at March 31, 2000:

          Computer equipment and software ..............     $ 159,590
          Office furniture and equipment ...............        35,499
                                                             ---------

                                                               195,089
          Less accumulated depreciation and amortization       (23,662)
                                                             ---------

                                                             $ 171,427

         Amounts  subject  to  capital  leases at March 31,  2000,  included  in
         computer equipment and software above, total $46,292 net of accumulated
         amortization of $9,555.


5.       NOTES PAYABLE

         Notes payable at March 31, 2000 consists of the following:

          6% unsecured notes payable with detachable common
            stock purchase warrants; matures May 31, 2000;
            subsequent to year-end, $125,000 of the notes were
            repaid ($50,000 of the repaid notes were to parties
            related to a member of the Board of Directors) and
            $285,000 were converted to shares of common
            stock (see Note 10) ................................     $410,000
          10% unsecured notes payable; subsequent to year-end,
            the maturity date was extended to September 30, 2000
            in exchange for the issuance of 26,000 common stock
            purchase warrants exercisable at $1.00 per share ...      260,000
                                                                     --------

                                                                     $670,000
                                                                     --------



         MediaVest,  Inc., a company controlled by a shareholder and director of
         the Company,  made short term non-interest bearing loans to the Company
         in the aggregate of $75,000. These loans were repaid in November 1999.

6.       COMMON STOCK

         On June 15, 1998, the Company amended its Articles of  Incorporation to
         authorize the issuance of up to 10,000,000  shares of common stock, par
         value $0.001 per share.


                                      F-10
<PAGE>

         In June 1998, the Company  completed a private  placement of its common
         stock in which it issued  400,000  shares of its common stock at $0.125
         per share. In connection with the private placement, the Company issued
         950,000 common stock purchase warrants (the  "Warrants").  Each Warrant
         was exercisable  into one share of the Company's common stock at $1 per
         share until expiration on March 15, 1999. During 1999, 201,500 Warrants
         were  exercised at the original $1 exercise  price.  In March 1999, the
         Company  extended the expiration date of the Warrants to June 30, 1999,
         and  reduced  the  exercise  price to $0.50 per  share.  The  remaining
         748,500  Warrants  were  exercised  in March  1999.  As a result of the
         modification to the terms of the Warrants,  the Company recorded a loss
         of $374,250 during 1999.

         During August 1998, the Company filed the necessary  documents with the
         National  Association of Securities  Dealers and its common stock began
         trading on the over-the-counter market in October 1998.

         The Company  entered into a $150,000  promissory note (the "Note") with
         MediaVest, Inc. (the "Creditor"), a company controlled by a shareholder
         and director of the Company on May 26, 1998. The note bears interest at
         10% and had a maturity  date of August 24,  1998.  The  Company  had an
         option to extend  repayment on the Note for an additional 90 days.  The
         note was senior to all prior security  interest and was  collateralized
         by all of the  Company's  assets and  guaranteed  by a director  of the
         Company.  On August 24, 1998,  the Company  entered into a  forbearance
         agreement with the Creditor.  The  forbearance  agreement  extended the
         maturity  date of the  note to  February  24,  1999,  and  forgave  all
         interest  through   February  24,  1999.  In  consideration   for  this
         forbearance  agreement,  the Board of Directors authorized the issuance
         of  200,000  shares  of the  Company's  common  stock to the  Creditor.
         Management  determined  that the fair  value of the  common  stock  was
         $0.125 per share, the same price recorded in a private placement of the
         Company's  common stock completed in June 1998. A loss in the amount of
         $15,958 was recorded in the 1999  statement of  operations  as interest
         expense which  represented the difference  between the total fair value
         of the common stock issued and the amount of interest forgiven.



                                      F-11
<PAGE>
6.       COMMON STOCK (Cont'd)

         In November  1998, a  non-employee  consultant  was granted  options to
         purchase an aggregate 12,000 shares of common stock at $1.50.  Pursuant
         to SFAS No. 123 in accounting for this non-employee stock option grant,
         the Company  recorded  unearned  compensation in the amount of $13,440,
         which is being  amortized  ratably over the vesting period of one year.
         The fair value of the  options on the grant date was  calculated  using
         the Black-Scholes Option Pricing Model.

         On December 22, 1998, the Company's  Board of Directors  authorized the
         issuance of 29,237  restricted shares of its common stock to extinguish
         $17,500 of the note.  The fair  market  value of the  common  stock was
         $2.88 at the  date of  extinguishments.  The  restricted  common  stock
         cannot be sold for an  18-month  period and after that can only be sold
         in  accordance  with Rule 144. Due to these  restrictions,  the Company
         discounted the fair value of the Company's  common stock at the date of
         extinguishments  by 25%. An extraordinary  loss of $45,542 was recorded
         in the 1999 statement of operations representing the difference between
         the  discounted  fair market  value of the common  stock issued and the
         carrying amount of the note extinguished.

         In April 1999, the Company paid the  outstanding  balance due under the
         note to  MediaVest,  Inc.,  a company  controlled  by the  Chairman and
         shareholder of World Diagnostics,  Inc. through the issuance of 101,090
         shares of common  stock and $45,000 in cash.  The fair market  value of
         the  common  stock  was  $7.00  at the  date  of  extinguishments.  The
         restricted  common  stock cannot be sold for a 12 month period form the
         date of  issuance  and after that can only be sold in  accordance  with
         Rule 144 or other applicable exemption. Due to these restrictions,  the
         Company  discounted the fair value of the Company's common stock at the
         date of  extinguishments  by 25%. An extraordinary loss of $468,223 was
         recorded in the  statement of  operations  for the year ended March 31,
         2000  representing  the difference  between the discounted  fair market
         value of the common stock  issued and the  carrying  amount of the note
         extinguished.

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


                                      F-12
<PAGE>

6.       COMMON STOCK (Cont'd)

         In May 1999,  the Company paid the  outstanding  balance due to various
         vendors through the issuance of 6,000 shares of common stock.  The fair
         market   value  of  the   common   stock  was  $7.50  at  the  date  of
         extinguishment.  The  restricted  common  stock  cannot  be sold  for a
         12-month  period from the date of  issuance  and after that can only be
         sold in accordance with Rule 144 or other applicable exemption.  Due to
         these  restrictions,  the  Company  discounted  the  fair  value of the
         Company's  common  stock  at the  date of  extinguishment  by  25%.  An
         extraordinary  loss  of  $25,715  was  recorded  in  the  statement  of
         operations  for  the  year  ended  March  31,  2000   representing  the
         difference between the discounted fair market value of the common stock
         issued and the carrying amount of the accounts payable extinguished.

         In June 1999, two of the Company's  directors  forgave $37,412 in notes
         payable and other liabilities due from the Company. This was treated as
         a capital  contribution  and  resulted  in an  increase  of  $37,412 in
         additional paid-in capital.

         In November 1999, the Company authorized the issuance of 205,000 Common
         Stock  Purchase  Warrants  in  connection  with  the  note  payable  of
         $410,000.  The  Warrants  are  exercisable  at any  time  on or  before
         September 30, 2000 at a price equal to the lower of either $6 per share
         of common  stock or the most recent  issue price of World  Diagnostics,
         Inc.'s  common stock prior to March 31, 2000.  The Warrants do not have
         registration rights or other conditions. The proceeds from the issuance
         of the notes  payable with the  warrants,  were  allocated  between the
         warrants and the notes payable  based on their  relative fair values at
         the  time  of  issuance.  The  amount  allocable  to the  warrants  was
         $260,350,  as calculated using the Black-Scholes Pricing Model, and was
         accounted for as additional paid-in capital. The difference between the
         amount  allocable to the warrants  and the proceeds  received  from the
         issuance of the warrants was $239,850 and was  accounted  for as a debt
         discount, which was amortized to interest expense.

         In March 2000,  the Company  authorized the issuance of 8,199 shares of
         common stock  (including 1,000 shares to parties related to a member of
         the Board of  Directors) to extend the due date of the $410,000 note to
         May 31, 2000.  The fair market value of the common stock was $11.00 per
         share at the date of extension.  The common stock is restricted and can
         only be sold in accordance with Rule 144 or other applicable exemption.
         Due to these restrictions, the Company

6.       COMMON STOCK (Cont'd)

         discounted the fair value of the Company's  common stock at the date of
         extension  by  25%.  The  Company  recorded  $67,642  as a loss  due to
         extension of debt at March 31, 2000.

         During the year ended March 31, 2000,  the Company issued 15,500 shares
         of its  common  stock  to  various  non-employee  consultants  for past
         services  rendered.  Pursuant  to the  application  of SFAS No.  123 in
         accounting for the issuance of stock to non-employee  consultants,  the
         Company  recorded  expense based on the fair market value of the shares
         issued since the fair value of the shares is more reliably  measurable.
         The restricted  common stock cannot be sold for a 12-month  period from
         the date of issuance and after that can only be sold in accordance with
         Rule 144 or other applicable exemption. Due to these restrictions,  the
         Company  discounted the fair value of the Company's common stock at the
         date of issuance by 25%. Due to the issuance of the shares, the Company
         recorded $92,046 in selling, general and administrative expenses in the
         statement of operations for the year ended March 31, 2000.


                                      F-13
<PAGE>

7.       LEASES

         The Company  leases office  facilities  and equipment  under  long-term
         leases. The office lease expires on September 30, 2000.

         At March 31, 2000,  future minimum lease payments,  under operating and
         capital leases are as follows:

                                                      Capitalized    Operating
                                                         Leases        Leases
         -----------------------------------------------------------------------

                             2001                        $ 18,984      $ 19,000
                             2002                          17,230             -
                             2003                           9,112             -
                             2004                           3,567             -
                             2005                           2,595             -
         -----------------------------------------------------------------------

         Total minimum lease payments                      51,488      $ 19,000
                                                                     -----------

         Less amount representing interest ranging
           from 7% to 18%                                  (9,186)
         -----------------------------------------------------------------------

         Present value of net mininum lease payments       42,302

         Less current portion                             (14,071)
         -----------------------------------------------------------------------

         Long-term obligations                           $ 28,231
         -----------------------------------------------------------------------



         Rent expense was approximately  $46,000 and $34,000 for the years ended
         March 31, 2000 and 1999, respectively.


8.       DEFERRED INCOME TAXES

         At March 31,  2000,  the  Company  has  available  net  operating  loss
         carryforwards of $2,070,000 which will expire through 2017.

         After  consideration  of all the evidence,  both positive and negative,
         management has determined that a full valuation  allowance is necessary
         to reduce the  deferred  tax assets to the amount that will more likely
         than not be realized.



8.       DEFERRED INCOME TAXES (Cont'd)

         Accordingly,  components of the Company's net deferred  income taxes at
         March 31, 2000 and 1999 are as follows:

         At March 31,                                   2 0 0 0         1 9 9 9
         ----------------------------------------------------------------------

         Deferred tax assets:
           Net operating loss carryforwards
             and other minor items                    $ 704,000      $ 151,000
           Valuation allowance for deferred tax asset  (704,000)      (151,000)
         -----------------------------------------------------------------------

              Total                                         $ -            $ -
         -----------------------------------------------------------------------



9.       CONCENTRATION OF CREDIT RISK

         Financial  instruments,   which  potentially  subject  the  Company  to
         significant  concentrations of credit risk, consist principally of cash
         and trade accounts receivable.  The Company places its cash investments
         with high quality financial  institutions and believes that the risk of
         loss is remote.

         The Company extends credit to its customers based upon an evaluation of
         the  customer's  financial  condition and credit  history and generally
         does not require  collateral.  The Company  has  historically  incurred
         minimal credit losses.

         One customer, a director and shareholder of the Company,  accounted for
         approximately  8% and 21.2% of sales for the years ended March 31, 2000
         and 1999, respectively.  The accounts receivable from this customer was
         $12,755 at March 31, 2000.

         Another  customer  accounted  for 13.3% and 6.7% of sales for the years
         ended March 31, 2000 and 1999, respectively.  This same customer had an
         accounts receivable balance of $58,597 at March 31, 2000. Substantially
         all of the  Company's  sales  in  fiscal  2000 and  1999  were  made to
         international customers.


                                      F-14
<PAGE>

9.       CONCENTRATION OF CREDIT RISK (Cont'd)

         Purchases from one supplier  represented  13.7% and 0% of purchases for
         the years  ended  March  31,  2000 and  1999,  respectively.  This same
         supplier was owed $59,457 at March 31, 2000.

10.      SUBSEQUENT EVENTS

         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 per share or exchangeable,  without
         additional cash consideration,  but subject to certain restrictions and
         lock-up  provisions,  for an additional  71,440 shares of the Company's
         common stock.

         The Company issued 16,000 shares of common stock to  non-employees  for
         services,  20,000 shares of common stock to employees and 60,000 common
         stock purchase warrants to directors of the Company.

         The  Company  authorized  the  issuance  of shares  of common  stock to
         noteholders  as an  inducement  to convert  their loan in its entirety,
         waive all accrued interest,  and exchange all outstanding  common stock
         purchase  warrants.  Noteholders  of $285,000  of the notes  elected to
         convert their loan and 162,900  shares of common stock were  authorized
         to be issued.


                                       F-15
<PAGE>

SIGNATURES

      In accordance  with Section 13 or 15(d) 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: July 24, 2000                              By: /s/ Ken Peters
                                                     ---------------------------
                                                     Ken Peters, Director,
                                                     President and
                                                     Chief Executive Officer


      In accordance  with the Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.


      Signatures and Title                            Date


       /s/ Paul R. Kamps                                    July 24, 2000
      ------------------------------
      Paul R. Kamps, Vice President-
      Finance and Administration


      /s/ Barry Peters                                      July 24, 2000
      ------------------------
      Barry Peters, Director


      /s/ Trevor Campbell                                   July 24, 2000
      ------------------------------
      Trevor Campbell, Director


      /s Richard P Humbert                                  July 24, 2000
      ------------------------------
      Richard P. Humbert, Director