U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

(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, 2002

                                       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 No.)
  Incorporation  or  Organization)

               16250 N.W. 59th Avenue, 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: Common Stock,
                                 $.001 par value


     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 $ 2,051,167.

     The  aggregate  market  value  of 10,241,704 shares of the Company's common
stock  held  by  non-affiliates  was $1,843,506 as of July 15, 2002.  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  July  15,  12,264,594  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>

                             WORLD DIAGNOSTICS INC.
                                     10-KSB
                                TABLE OF CONTENTS

PART  I
-------

ITEM  1.     Description  of  Business                                        4
ITEM  2.     Description  of  Property                                       14
ITEM  3.     Legal  Proceedings                                              14
ITEM  4.     Submission  of Matters to a Vote of Security Holders            14


PART  II
--------

ITEM  5.     Market For Common Equity And Related Stockholder Matters        14
ITEM  6.     Management's Discussion And Analysis or Plan of Operation       19
ITEM  7.     Financial  Statements                                           25
ITEM  8.     Changes  in  And  Disagreements  With  Accountants  on
             Accounting Financial  Disclosures                               25


PART  III
---------

ITEM  9.     Directors, Executive Officers, Promotors and Control Persons;
             Compliance  with  Section  16(a)  Of  the  Exchange  Act        26
ITEM  10.    Executive  Compensation                                         31
ITEM  11.    Security Ownership of Certain Beneficial Owners and Management  32
ITEM  12.    Certain  Relationships  and  Related  Transactions              34
ITEM  13.    Exhibits  and  Reports  on  Form  8-K                           35

     Exhibit  Index                                                          35
     Signatures                                                              37



                                      -3-
<PAGE>

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

    World Diagnostics, Inc. (the "Company") (OTCBB: WDGI), based in Miami Lakes,
Florida,  is  an early stage business that began operations in February 1997 for
the purpose of servicing the growing international demand for medical diagnostic
tests  and  laboratory  products.

     The Company is a single source supplier and exporter of approximately 1,000
Company  branded,  as  well  as  Brand  Name  medical  diagnostic  test kits and
laboratory  products,  of  which  approximately  110 of these products represent
approximately  84%  of the Company's revenues. The products are marketed through
the  Company's website, www.GLOBALeMED.com (which is also accessible through its
other Internet addresses: www.labtestkits.com and www.worlddiagnostics.com), and
its  distributor  network.

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

         The  Company  sells  its  medical  diagnostic  test kits and laboratory
products  primarily  through a network of 96 distributors covering 88 countries,
as  well  as  through  its website. The Company's GLOBALeMED business to website
serves  as  the  Company's  e-commerce  solution  for  medical  professionals to
purchase  medical  diagnostic  products  and access critical data and technology
support  online.  The  GLOBALeMED  system  is  a  worldwide  multilingual,
multi-cultural  platform  utilized  by  the  Company's  distributors  to  serve
hospitals,  clinical  laboratories,  physician's  offices and certain pharmacies
primarily  in  emerging  market  nations.

         In  March 1998, the Company began to market its products by providing a
limited  menu  of  medical  diagnostic  tests  that  it offered for sale through
international  distributors.  In  May  1998  the  Company acquired the assets of
Health  Tech  International,  Inc.,  which  consisted  primarily  of proprietary
distribution  agreements and certain technology for rapid diagnostic tests. This
transaction  was treated as a combination of companies under common control with
the  Company  being  the surviving company. In July 1998 the Company achieved US
Food  and  Drug  Administration  ("FDA")  Good  Manufacturing  Practices ("GMP")
compliance  which  allows for registration of the Company's products for sale in
various  countries.

         In  March  1999,  the  Company  posted  its  initial  website
(www.labkits.com), which was used by the Company to recruit new distributors. In
June  1999,  the  Company  added  a  rudimentary electronic shopping cart to the
website,  making  it  a  fully  transactional  website  for  purchasing  medical
diagnostic  test  products  online.

                                      -4-
<PAGE>
     In  September  1999,  the  Company  began  the  design  of  its  GLOBALeMED
e-commerce  solution  system,  which  became operational in November 1999. Local
sites  were  launched in Chile and Romania in February 2000, and in South Africa
in  March  2000.  As  of  March  2002,  the  Company has established thirty such
localized websites. In South America, sites have been established for Argentina,
Chile,  Columbia,  Guyana,  Nicaragua, Paraguay, Peru, Uruguay and Venezuela. In
Europe,  sites  have  been established for Italy, Poland and Austria. In Eastern
Europe, sites have been established for Romania, the Czech Republic, Austria and
Hungary. In the Caribbean, sites have been established for Jamaica, Trinidad and
Tobago, Dominican Republic, Aruba, Antilles, Grenada and Barbados. In Africa and
the  Middle East, sites have been established for South Africa, Saudi Arabia and
Egypt.  In  Asia, localized websites are active in Vietnam, South Korea and Hong
Kong.

     The GLOBALeMED system is designed to permit participants in each country to
purchase  the  Company's product offerings online, obtain technical information,
product  support  and training in multiple languages. These websites provide for
centralized  online  purchasing  and  serve  as a resource on a local basis with
respect  to  news  and  information  concerning  healthcare matters of community
interests  such  as content provided by professional societies, event calendars,
bulletin boards, and hyperlinks to other related websites. The GLOBALeMED system
provides  access  to  authoritative  medical  data  through  search  engines and
alliances  with internationally recognized organizations, enabling professionals
and businesses to obtain both local and global healthcare and medical laboratory
information.  In  addition,  a  technical  staff is available by telephone, fax,
e-mail  or  online  through  the  Company's  website  to  support customers. The
continuing  implementation  of the Company's GLOBALeMED system is dependent upon
the  Company's  ability  to  continue  to  raise  additional  financing.

     The  Company's  revenues  are  derived  primarily  from  South America, the
Caribbean  and Eastern Europe, with the European Common Market, Asia, the Middle
East  and  Africa  representing  the Company's secondary source of revenues. The
Company's  largest  customer  accounted  for  approximately 12% of the Company's
revenues  in the years ended March 31, 2002 and 2001. The Company's annual sales
were  $2,051,167  in  fiscal  year 2002, from approximately $2,203,534 in fiscal
year  2001.

     E-COMMERCE

     The  Internet  has  emerged  as the fastest growing communication medium in
history  and  is  dramatically  changing  how  business  communicates and shares
information.  It  has  created  new  opportunities  for  conducting  commerce,
streamlining  complex  processes,  lowering  costs  and  improving productivity.
Through  the Internet, the Company is able to communicate with a large number of
buyers  throughout a highly fragmented market who have significant dependence on
product  range,  technical  information  and  support.  The  Company  enables
distributors  and  end users of medical diagnostic tests and laboratory products
to  efficiently  identify, evaluate and buy over 1,000 of the Company's products
through  the  Company's website via a secure Internet based purchasing solution.

     The  Company's  GLOBALeMED system is comprised principally of the following
elements:


                                      -5-
<PAGE>
        - Industry  Focused  Transactional  Website
        - Online  Technical  Support  and  Training  Aids
        - Live  Inventory  Integrated  to  Company's  Accounting  Systems
        - Multi-lingual/Multi-cultural  Navigation
        - Medical  News  and  Information  throughout  the  World
        - Community  of  Professional  Interests
        - Global  and  Localized  Website  Orientation
        - Links  to  Other  Websites  for  Authoritative  Data

     The  Company's  transactional  website  is  secure,  easy to use and highly
functional  for  ordering  products.  The Company's GLOBALeMED solution connects
users  with global health organizations providing authoritative information from
an  international  database  concerning  clinical  studies  and patient results,
disease states and healthcare conditions. In addition, it has a resource program
for  frequently  asked questions. The Company's website is user-friendly, with a
qualifying  questionnaire  that  captures  valuable  information  about customer
purchasing patterns, preferences and interests. This data is automatically added
to  the  Company's  database to improve customer service and future data mining.

     The Company's GLOBALeMED e-commerce solution seamlessly links purchasers of
medical diagnostic tests and laboratory products with its ability to efficiently
deliver  a wide range of products and services unavailable from any other single
source.  The  Company's supply chain integrates a manufacturing base of numerous
producers that provide timely delivery of intermediate and finished goods to the
Company,  which conducts final inspection and packaging before shipping directly
to  its  customers.  The  Company's  GLOBALeMED  solution  offers  a  simplified
electronic  catalog  to  access  technical  and  product  information,  product
selection,  pricing,  and  an  efficient  order  and  order-tracking  mechanism.

     The  Company  is  continuing  to establish its GLOBALeMED system in certain
target  countries  where  management  believes that its products will be in high
demand.  The  GLOBALeMED  system  is  creating  a  growing  customer base in the
thousands  by  providing efficient online purchasing options, technical support,
valuable  information  and  industry  news,  and  a community of interests where
professionals  can  access  data,  obtain  educational material and derive other
benefits. Customers are able to access the Company's global home page or a local
website  that is adapted to local culture, languages and practices. The shopping
cart  option  functions  on  a  transparent  basis  to  facilitate  centralized
purchasing.  The shopping cart appears to the customer to be localized, while at
the same time offering the option to visit the Company's global website and home
page,  or  access  the Company's GLOBALeMED websites in various other countries.

     The  Company's  centralized  purchasing  from  its  suppliers is based upon
orders  projected  and  received. Buying patterns differ around the world due to
different  disease  states,  environmental  and  cultural  biases.  Accordingly,
forecasting  levels  of  production  from the Company's manufacturing network to
meet  sales  expectations  are  closely  monitored in terms of amounts, types of
products,  inventory  requirements  and timing of delivery. The Company recently
installed  a  new  accounting  system  and  has  integrated information from its
manufacturers and suppliers with its sales forecasts and inventory levels, so as
to  provide  prompt  delivery  to  enhance  the  Company's competitive position.


                                      -6-
<PAGE>

     BRAND  EQUITY

     The  Company  is  concentrating  on  building  brand  equity  through  its
distributor  network,  branded product sales, and through the GLOBALeMED system.
Management  considers  brand  equity to be important to grow recurring revenues.

The  Company's  brand  equity  consists  of  the  following  components:

     World  Diagnostics,  WDI  and  GLOBALeMED

     "Smart  Check","Smart  Strip",  "Avantage",  "Smartlyte"  and
     "Smartwell"  products  are  marketed  under  the  WDI  label

     The  Company  plans  to continue building brand equity through advertising,
marketing  seminars  and  alliances  that  serve  to  increase  sales  and drive
customers  to  its  GLOBALeMED  system.  These  include:

     Local  and  Global  Advertising in Trade Publications, Newsletters, Medical
     Journals  and  Healthcare  Publications

     Educational  Seminars  for  Professional  Societies on a Country-by-Country
     Basis

     Trade  Shows  and  Special  Events  for  Medical  Professionals

     Direct  Marketing  Initiatives  and  Special  Promotions  for  Local Groups

     Public Awareness Campaigns with Government and Non-Government Organizations

     Partnering  with  Local  ISPs  and Portals on a Global and by Country Basis

     Establishing  Marketing  Alliances  with  Medical  Websites  and Businesses

     MARKET  OVERVIEW

     The  2001  worldwide  market  for In Vitro Diagnostic ("IVD") test products
such  as  urine,  blood  and saliva was estimated to be in excess of $20 billion
annually,  of  which approximately 40% is in the US, 26% is in Europe, 12% is in
Japan  and 22% is in recently developed economies and emerging market countries.
(Source:  Diagnostic  Consulting  Group,  from a report commissioned by us). The
moderately  developed  and  emerging  markets,  whose  aggregate  market size is
approximately $4.2 billion, has two components: public and private sectors It is
estimated  that  nearly 95% of this market is derived from imports (Source: U.S.
Department  of  State 1999). Tests for infectious diseases performed in emerging
markets  are  about  70%  of the total market, with growth in infectious disease
tests exceeding 18% per annum. Of people worldwide who are HIV positive, 95% are
in  emerging  markets  or  developing  countries.

                                      -7-
<PAGE>

     Diagnostic  product  sales  are  driven  by  several  factors,  including:

-    The need for easier methods to diagnose disease states or medical disorders
     so  as  to  enable  effective  physician  response  to  the  patient.

-    Recognition  that diagnostic products afford early detection of diseases or
     medical  disorders.

-    Prompt  response to increases in infectious disease disorders through rapid
     diagnosis  and  isolation  of  infectious  individuals.

-    Government  policies  to contain (decrease) costs to the medical and social
     system  and  to  contain  epidemic  situations.

     The  vast  majority  of international end users typically buy from numerous
relatively  small  local  distributors  that often stock a limited range of test
kits and lack the expertise to provide timely delivery and technical support. In
emerging  markets or moderately developed economies, the substantial majority of
medical  laboratories  are  small  in  size  and  account  for  the  majority of
diagnostic  product  sales.  By contrast, diagnostic product sales in the US are
predominately to large labs. Smaller international accounts in highly fragmented
markets have been less desirable by large corporations as they are too expensive
to  be  managed  or  directly  sold to by large corporations whose equipment and
diagnostic  products  are  capital  intensive  and geared to larger scale usage.

     In moderately developed economies and emerging markets, price, availability
of  products,  ease  of  use  and technical support are of major importance. The
highest  diagnostic priority in moderately developed economies is improvement in
the  efficiency  and quality of physician care. In the emerging markets it is to
identify  and  contain  infectious  disease  disorders.  In both markets, price,
delivery time, technical support and prompt response to inquiries are important.
In  these  emerging  markets an increasing amount of funds are being provided by
governments and development organizations, such as UNICEF, USAID, the World Bank
and  the IMF, for the use of rapid diagnostic testing, often at point of care or
on-site,  to  identify and isolate infectious individuals. This policy is driven
by  the  need to minimize costs to the medical and social system for the general
health  and  welfare  improvement  of populations as well as containing epidemic
situations.  Moreover,  population  control is the second largest growth area in
diagnostic  product  sales  behind  infectious diseases for the emerging markets
countries.  International funding of rapid diagnostic products for pregnancy and
ovulation  detection  is also supported by UNICEF, USAID, the World Bank and the
IMF.

     PRODUCTS

     The  Company's  current  catalog  of  approximately 1,000 products offers a
comprehensive commonly used range of medical diagnostic test kits and laboratory
products.  The  kits  are  made in generic form and packaged under the Company's
label.  The  Company's  emphasis  on rapid tests include cardiac markers such as
Troponin  I  for  instant  point  of  care ("POC") myocardial infarction, cancer
markers  such  as Prostate Specific Antigen tests to screen for prostate cancer,
sexually  transmitted  disease tests for HIV, Gonorrhea, Chlamydia, Syphilis and

                                      -8-
<PAGE>

infectious  disease  tests  for  Cholera,  Tuberculosis,  Dengue Fever, Malaria,
Rotovirus,  Rubella  and  HCV.

     The  Company's diagnostic product line consists of four main groups and are
marketed  under  the  World  Diagnostics  Inc.  or  the  WDI  label.

-    Qualitative  Rapid  POC  Diagnostic  Tests
     ------------------------------------------
     Product  brand  names  "Smart  Check"  and "Smart Strip" for HIV, Syphilis,
     Ovulation,  Pregnancy, Drugs of Abuse, and others tests used for infectious
     and  immune  complexes.

-    Quantitative  Laboratory  Tests
     -------------------------------
     Product  brand  name  "Avantage"  ELISA  kits  for blood banking, hormones,
     cancer  markers, infectious diseases, allergy, fertility, gastrointestinal,
     immune  and  other  disorders.

-    Routine  Urine  and  Latex  Agglutination  Tests
     ------------------------------------------------
     These  products  are demanded in emerging markets, offer lower sensitivity;
     but  are  preferred  by  some  governments  because  they  are inexpensive.

-    Clinical  Chemistry  Reagents
     -----------------------------
     This product group is fundamental to all laboratory operations. While it is
     mature,  it  continues  to  be  a  widespread  mode  of  clinical  testing.


     TECHNOLOGY

     The  Company's products incorporate technologies utilizing some of the most
modern  "formats"  available  in  the  medical  laboratory diagnostics industry.
Format refers to the platform under which animal and human proteins are utilized
to  determine  quantitative  or  qualitative  test  results. The Company markets
diagnostic  quantitative  and qualitative test kits covering clinical chemistry,
amino  acids  and  rapid  diagnostic  POC tests. The technology format primarily
utilized  by  the  Company's  products  embodies  color  development  for  a
determination of results because most laboratories have instrumentation that can
obtain  results  through  optical  density  readings.

     Protein  molecules  called  antibodies  react  with,  or  bind to, specific
antigens,  such  as other antibodies, viruses, bacteria, hormones and drugs. The
antibodies  produced  in  response  to a particular antigen bind specifically to
that  antigen.  This  characteristic  allows  for  a  wide  range  of diagnostic
applications. The ability to detect the binding of antibodies to target antigens
forms the basis for immunodiagnostic testing. Antibodies are typically deposited
onto  a  solid  substrate. A chemical label is then either incorporated onto the
solid substrate or added separately once the solid substrate has been exposed to
the  test  sample.  If  the  target  antigen  is present in the test sample, the
chemical  label produces a visually identifiable color change in response to the
resulting  antibody  reaction  with  the  antigen.  This  provides a clear color
endpoint  for easy visual verification of the test results. Using this platform,
whether  as  a qualitative or quantitative test, allows measurement of disorders
covering  product  areas  such as infectious diseases, cancer markers, hormones,
immune  disorders, fertility, therapeutic and drugs of abuse, serology, virology
and  microbiology.


                                      -9-
<PAGE>
     The Company's antibody and antigen tests are designed and engineered to use
sophisticated  molecular biology and DNA based genetic engineering techniques to
produce  proprietary and specific antigens to manufacture sensitive and specific
kits  for diagnosis. Natural immune systems of the human body produce antibodies
to defend against abnormalities such as bacteria, viruses and cancer. Antibodies
are  produced  in specific shapes and composition to attack and immobilize these
abnormalities.  Genetically  engineered  antibodies  or antigens are more highly
specific  to  increase  detection  of  such abnormalities earlier than naturally
formed antibodies. The Company offers four primary delivery system formats using
the  genetically engineered antigens: (1) Dipsticks, (2) Flow-through cassettes,
(3) Microwell tests, and (4) A one-step lateral flow delivery system. While most
diagnostic  test  formats  utilize  a  basic  antibody antigen concept, the four
formats  offered  by  the  Company  provide  advanced proprietary technology and
differ  in  terms of speed, ease of use, sensitivity, and specificity to address
the  particular  needs  of  different  tests.

     In  1998, the Company also funded the development of a one-step rapid urine
HIV  1  & 2 diagnostic test in collaboration with an outside research party. The
company  paid  for  such research collaboration through a licensing arrangement,
whereby  the research suppliers may participate in future income streams through
royalties.  This  agreement  was  terminated  in  September  1999  due  to
non-fulfillment  by  the  research  party.  The  Company  believes the technical
know-how  it  possesses  is  proprietary  and would consider entering into other
agreements  with  research and development firms to continue further development
of  the  rapid  urine  HIV  test  should  circumstances  be  warranted.

     MANUFACTURING

     The Company obtains IVD products through various contract arrangements with
approximately  15  primary manufacturers and suppliers. The Company inspects and
tests  for  quality  control  upon  receipt  of  these products and periodically
conducts  field  audits  of its suppliers to insure conformity to specifications
and  delivery  schedules.  These  products come in many forms, such as enzymatic
clinical  chemistry  products,  quantitative  immunodiagnostic  assays and rapid
immunodiagnostic  products for POC and detection of human medical conditions and
illnesses.

     It  is  the  Company's responsibility to verify that each product purchased
from  various  suppliers  is  in  conformity with FDA requirements.  The Company
maintains  fully  complaint  FDA quality control labs and conducts audits of the
Company's  suppliers  and  contract  manufacturers  to  verify  that the Company
specifications  are  met.

     MARKETING  AND  DISTRIBUTION

     The  Company  intends  to  utilize  its  product positioning and GLOBALeMED
interactive  shopping  and  informational  website  to  meet  the  needs  of its
distributors  and  end-user  customers.  The  Company's  strategy is to make its
distributor  base  into  an  effective network of localized representatives that
expand  sales  through  conventional distribution methods and, at the same time,
promote  and  market  the  Company's  GLOBALeMED  system. Distributors typically
fulfill this function by first providing basic distribution of products within a

                                      -10-
<PAGE>

country  and  then  initiating  efforts  to  have  their  existing customer base
purchase  products  directly  from  the  Company's  website.  Current  sales  to
distributors  are direct, and, although distributors receive a discount starting
at  20% of list price if they purchase a large volume of our products, there are
no  commissions.  The  distributors  mark up the product price as they choose in
each  country  as  long  as  the  price  does not exceed the Company's published
catalog  prices. They then receive the difference in price between the Company's
cost  to  them  and  their cost to the public. There are significant benefits to
distributors  when  the Company's customers purchase directly from the Internet.
Not  only  does each distributor receive a 10% commission for each Internet sale
in such distributor's territory, regardless of the size of the sale, but because
the  customer  pays  for  the  products  by credit card through the website, the
distributor  is no longer required to: pay duty, freight or VAT on the products;
physically  go  to  its  country's customs location to have the products cleared
through  customs;  deliver  the  products  to  the  customer;  or  collect  its
receivables  from  the  customer.

         As  of  July  15,  2002, the number of distributors has increased to 96
including  the 25 GLOBALeMED representatives, from a total of 88 distributors in
the  prior  year.  The  Company  continues to drive its traditional distribution
model  until such time as worldwide acceptance emerges for online commerce which
will  allow  for  the  expansion  of  the interactive shopping and informational
website. Our non-distributor direct end-user customer base grew to 95 from 55 in
the  prior  year.  Since the establishment of the Company's website, the Company
has  generated  a substantial database of new customer leads and information for
sales  and  marketing,  of which the majority are distributor prospects that are
screened  and  cultivated  through  e-mail  and  fax.

     Through  its  website,  the Company attracts new distributors who offer the
capability  for  the  Company  to distribute increasing volumes of its products,
promote  the  Company's brand name in the distributors' respective countries and
service  end-user  customers. At present, a substantial portion of the Company's
sales  are  derived  from  the Company's distributor base, many of which use the
Company's  website to place orders or to promote the Company's product line. The
Company  has  its  highest  concentration of revenues from distributors in South
America,  the  Caribbean, Eastern Europe and Middle East and Africa. These
regions  accounted  for approximately 90% of the Company's current year revenues
and  92%  of  revenues  for  the  year  ended  March  31,  2001.

         The  Company  plans  to  continue  to  recruit distributors in order to
increase sales and market penetration and use its distributor network as a means
to  expand  its  GLOBALeMED system on a country-by-country basis. The Company is
concentrating  on  those countries and geographic regions where it believes that
it  will  have  the  greatest  opportunity to establish growing market share and
critical  mass  for  its GLOBALeMED system. To date, the Company has established
thirty such websites. Local websites created for the Company's distributors will
be  maintained  by  the Company. In addition to providing localized services and
information,  the  Company will serve as a portal to other websites aligned with
the  Company's  GLOBALeMED  system.  These  distributors are becoming logistical
support  centers  and  serve  as  selling  organizations to promote end users to
utilize  the  Company's e-commerce solution. The distributor network facilitates
and  drives  transactions  through  the  local  website  to the Company's global
website,  where  orders  are  centrally processed. Distributors are able to keep
track  of  order  status  and  fulfillment  on  a  localized  basis.

     The  Company concentrates on selling medical diagnostic test kits that have
significant  repeat  business. Once a customer's laboratory has standardized its

                                      -11-
<PAGE>

test menu and reference ranges for the Company's products, the Company generally
continues  to  be  the  provider  of  choice  because  of  the  need to maintain
consistent  accurate  test  results.

     CUSTOMERS

     The  Company  has  successfully  converted  many  of its accounts to online
purchases  through its GLOBALeMed e-commerce solution.  The number of new online
customers  has  also  increased  and  management  expects this number to grow at
different  rates,  depending  upon  various  factors  within  each  country.
Approximately  71%  of  sales are to distributors and 29% of sales are direct to
end-users  (i.e.,  clinics,  laboratories,  hospitals, physicians' offices). The
Company  is  actively  marketing  direct  end  users  of  its products and makes
presentations  at  medical  conferences  and  trade  shows  worldwide.

     The Company has established numerous incentives for distributors based upon
their  status  that  include:  (i)  discounts for pre-payment and prompt payment
after  delivery of goods; (ii) incentive coupons and cumulative value promotions
for  preferred customers who have good payment records; and (ii) other discounts
relating  to  online  and  special  promotional  offerings. The Company plans to
commence  advertising and promotional campaigns aimed at end-user customers on a
country  by  country base to accelerate the transition of its customer base from
distributor  to  end-user  customer  denominated.

     COMPETITIVE  CONDITIONS

     The  competitive  landscape  for e-commerce solutions in medical diagnostic
tests  and  laboratory  products  is  extremely fragmented and limited in scope,
especially  in  the  international  market.  Most  competitors  are  sellers  of
equipment  or  medical  supplies.  Some  sell a limited range of diagnostic test
products.  Websites  include a few buying groups, trade associations, some small
niche distributors or manufacturers, a few large manufacturers, some publishers,
and  a  handful  of  virtual  malls. About 75% of the websites researched by the
Company  were  US  based.  None  were  comparable  to  GLOBALeMED. Major medical
diagnostic companies (typically European or US) traditionally rely upon a master
distributor  to  manage  an  umbrella  distribution  network for both public and
private  sector  sales,  which does not compete with the Company's strategy. The
Company has generally found that: (i) the market is highly fragmented throughout
the distributor and end-user landscape; (ii) website links are in an early stage
of  development;  (iii)  no  company  has  yet  to  establish a critical mass or
dominant  market  share  in any particular area concerning the markets served by
the  Company;  and  (iv)  the  majority  of  the Company's competitors are small
medical  supply companies, buying groups, virtual malls and a few manufacturers.

         PATENTS,  TRADEMARKS  &  LICENSES

     The  Company  has  not applied for patent protection with respect to any of
its products. The Company protects its trade secrets through confidentiality and
non-competition  agreements  executed  by  its  employees  and  suppliers.

                                      -12-
<PAGE>


GOVERNMENT  REGULATION

     The  Company  currently  maintains  an  FDA  certified  Good  Manufacturing
Practices  facility  and  has  FDA  approval  for 192 of the approximately 1,000
products  it offers for sale. The Company has an FDA Registration Certificate of
Foreign  Commerce  for  its  FDA  approved  products.  The  Company  also  has
Certificates of Exportability 801(e) for all non-FDA approved products which are
provided by the Company to distributors who have represented to the Company that
such  Certificates of Exportability permit the sale of the Company's products in
the respective countries. The Company believes that the export of these products
is  in  compliance  with  applicable foreign law. An insignificant amount of the
Company's  products are sold within the US which are subject to the 1976 Medical
Device  Amendments to the Federal Food, Drug and Cosmetic Act, as amended and/or
provisions under the Safe Medical Act of 1990, which governs the manufacture and
marketing  of  medical  devices,  including  in  vitro  diagnostic test kits. In
addition  to  the  foregoing,  the  Company's  present  and future operations or
products  may  be subject to regulation under the Occupational Safety and Health
Act,  Environmental  Protection Act, Resource Conversion and Recovery Act, Toxic
Substances Control Act, Clinical Laboratory Improvement Act and other present or
possible future legislation and regulations, as well as by governmental agencies
with  regulatory  authority  relating  to  the Company's business.  WDI obtained
ISO9001  certification  during  the  fiscal  year  2002.

     EMPLOYEES

     As  of  July  15,  2002  the  Company  has  a  total  of  10  employees.

ITEM  2.     DESCRIPTION  OF  PROPERTY.


     The  Company's  executive,  administrative, technical affairs and warehouse
facilities  are  located in Miami Lakes, Florida, in approximately 10,000 square
feet  of general use space. The lease commenced March 1, 2001 and provides for a
10-year  term  at  $9,100  per month base rent, subject to annual cost of living
adjustments.  The  Company  has  the  right to terminate the lease at the end of
years  three  and  five  upon  prior  notice  and  payment  to  the  landlord of
approximately  $170,000  and  $100,000,  respectively.

ITEM  3.     LEGAL  PROCEEDINGS.

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

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

     None.

                                      -13-
<PAGE>
                                     PART II
                                     -------


ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

     Commencing  third quarter 1998, the Company's common stock began trading on
the  Over  The Counter Bulletin Board under the trading symbol "WDGI." The price
set  forth  below  reflects  inter-dealer  quotations,  without  retail markups,
markdowns  or commissions, and do not necessarily represent actual transactions.
The  prices  in  the  table below represent the high and low sales price for the
common  stock  as  reported  on  the  OTC  Bulletin Board Market for the periods
presented.

2000                              HIGH       LOW
----                              ----       ---
Quarter  Ending  March  31        11.25      9.13
Quarter  Ending  June  30         11.50      1.75
Quarter  Ending  September  30     4.88      2.00
Quarter  Ending  December  31      2.19      0.75

2001
----
Quarter  Ending  March  31         1.19      0.50
Quarter  Ending  June  30          0.75      0.19
Quarter  Ending  September  30     0.28      0.26
Quarter  Ending  December  31      1.24      0.86

2002
Quarter  Ending  March  31         0.51      0.26
Quarter  Ending  June  30          0.75      0.19

     The  last  reported  sales  price  of the common stock on July 15, 2002 was
$0.18  per share. The number of disclosed record holders of the Company's common
stock  was 160 on July 15, 2002.  The Company estimates that there are in excess
of  500  shareholders  of  our  common  stock.

     As  of  July  15, 2002, the Company is authorized to issue up to 25,000,000
shares  of  common  stock, par value $.001 per share, of which 12,264,594 shares
are  issued  and outstanding, and 5,000,000 shares of preferred stock, par value
$.001 per share, none of which are issued.  Of the outstanding shares, 2,144,000
are  restricted  securities within the meaning of Rule 144 of the Securities Act
of  1933,  as  amended  (the  "Securities  Act").


     DIVIDENDS

     The  Company  has  never  declared or paid any cash dividends on its common
stock  nor  does  the  Company  anticipate  paying  any  in  the  near  future.
Furthermore,  the  Company  expects to retain any future earnings to finance the
operations  and  expansion  of  the  Company.  As of June 30, 2002, there are no
restrictions  on  the  common stock that limit the ability of the Company to pay
dividends if declared by the Board of Directors. The holders of common stock are

                                      -14-
<PAGE>

entitled  to  receive  dividends when and if declared by the Board of Directors,
out  of funds legally available and to share pro rata in any distribution to the
stockholders.  Upon  liquidation, dissolution, or winding up of the Company, the
holders of common stock are entitled to receive the net assets of the Company in
proportion  to  the  respective  number  of shares held by them after payment of
liabilities  which  may  be outstanding. The holders of common stock do not have
any  preemptive  rights  to subscribe for or purchase any shares of any class of
stock.  The outstanding shares of common stock of the Company are not subject to
further  call  or  redemption  and  are  fully  paid  and  non-assessable.

     RECENT  SALES  OF  UNREGISTERED  SECURITIES

     During the past three years, the Company sold the following securities that
were  not  registered  under  the  Securities  Act:

     During  the  year ended March 31,1999, the Company issued 201,500 shares of
common  stock  in connection with the exercise of warrants at the price of $1.00
per  share.  The  issuance  was  made  pursuant  to  an exemption under Rule 701
promulgated  under  the  Securities  Act.

     In  April  1999, the Company issued 748,500 shares of common stock for $.50
per  share  in connection with the exercise of warrants issued to certain of the
founders  of  the  Company. The issuance was made pursuant to an exemption under
Section  4(2)  of  the  Securities  Act.

     In  April  1999,  the  Company  issued  101,090  shares  of common stock in
consideration  for the extinguishment of notes payable in the amount of $62,400.
The  issuance  was  made  pursuant  to  an  exemption  under Section 4(2) of the
Securities  Act.

     In  May  1999,  the  Company  issued  6,000  shares  of common stock to two
individuals in consideration for information technology services rendered to the
Company.  The  issuance  was made pursuant to an exemption under Section 4(2) of
the  Securities  Act.

     In November 1999, the Company issued warrants to purchase 205,000 shares of
common stock, at an exercise price of $2.50 per share, to fifteen individuals in
connection  with  the  issuance  of  promissory notes to such individuals in the
amount of $410,000. The issuance was made pursuant to an exemption under Section
4(2)  of  the  Securities  Act.

     During  the  year ended March 31, 2000, the Company issued 15,500 shares of
common  stock  to  various  consultants in consideration for website development
services rendered to the Company. The issuance was made pursuant to an exemption
under  Section  4(2)  of  the  Securities  Act.

     In  April  2000,  the  Company  issued  10,000 shares of common stock to an
employee  in  consideration  for information technology services rendered to the
Company.  The  issuance  was made pursuant to an exemption under Section 4(2) of
the  Securities  Act.

     On  June  1,  2000,  the Company issued 8,199 shares of common stock to the
fifteen  individuals in consideration for an extension of and the forbearance of
interest  on  promissory  notes in the amount of $410,000. The issuance was made
pursuant  to  an  exemption  under  Section  4(2)  of  the  Securities  Act.


                                      -15-
<PAGE>

     On  June  1,  2000,  the  Company  issued 182,799 shares of common stock to
fifteen  individuals  upon  the  conversion into common stock of an aggregate of
$285,000 of the principal of the $410,000 promissory notes. The common stock was
issued  pursuant  to  an  exemption under Section 3(a)(9) of the Securities Act.

     On June 19, 2000, the Company issued 71,440 shares of common stock at $7.00
per share, and 71,440 warrants exercisable at $7.00 per share to purchase 71,440
shares  of  common  stock.  In  July  2000, the Company issued 100,000 shares of
common  stock  at $1.00 per share as an inducement for the above warrant holders
to  exercise an early exchange of their warrants for common stock. In connection
with  such  exchange,  the  Company issued an additional 71,440 shares of common
stock.  The  issuance  was  made  pursuant  to  an  exemption  under Rule 506 of
Regulation  D  of  the  Securities  Act.

     On  June  21,  2000,  the  Company  issued an aggregate of 16,000 shares of
common  stock  to  two  individual  consultants  in  consideration for financial
services  rendered  to  the  Company. The common stock was issued pursuant to an
exemption  under  Section  4(2)  of  the  Securities  Act.

     On  June 21, 2000, the Company completed a private placement of $500,000 in
equity  financing  consisting  of  units  for 71,440 restricted shares of common
stock  at  a  $7.00  per  share price, together with warrants exercisable for an
additional  71,440  restricted  shares  of  common stock at an exercise price of
$7.00  per  share,  or  exchangeable  without additional cash consideration, but
subject  to  certain  restrictions and lock-up provisions, for 71,440 restricted
shares  of  the  Company's  common  stock.  The  private  placement  was made to
"accredited investors" and was exempt from registration pursuant to Section 4(2)
of  the  Securities  Act.

     In  October 2000, the Company granted options to purchase 296,000 shares of
common  stock,  at  an  exercise  price  of  $1.22  per share, to several of the
employees  of  the  Company  in  consideration  for  services rendered and to be
rendered  in  their various job capacities. The issuance was made pursuant to an
exemption  under  Section  4(2)  of  the  Securities  Act.

     In  October  2000, the Company granted options to purchase 22,500 shares of
common  stock,  at  an  exercise  price of $1.00 per share, in consideration for
financial  services  rendered  to  the  Company  in  connection  with  a private
placement. The grant was made pursuant to an exemption under Section 4(2) of the
Securities  Act.

     In  November  2000, the Company issued warrants to purchase 4,000 shares of
common  stock,  at  an  exercise  price  of  $3.50 per share, to a consultant in
consideration  for  public  relations  services  rendered  to  the  Company. The
issuance  was made pursuant to an exemption under Section 4(2) of the Securities
Act.

     In  December  2000,  the  Company  issued  55,000 shares of common stock in
consideration  for financial services rendered to the Company in connection with
a  private  placement.  The  issuance  was  made  pursuant to an exemption under
Section  4(2)  of  the  Securities  Act.


                                      -16-
<PAGE>

     In  December  2000,  as an inducement to join the Board of Directors of the
Company,  the  Company  granted  a  director,  at  a  cost of $500, the right to
purchase warrants to purchase 10,000 shares of common stock at an exercise price
of $1.00 per share. The issuance was made pursuant to an exemption under Section
4(2)  of  the  Securities  Act.

     In  December  2000,  the  Company  issued  2,500 shares of common stock and
options  to purchase 15,000 shares of common stock at an exercise price of $1.00
per share to one of the directors of the Company. The issuance was made pursuant
to  an  exemption  under  Section  4(2)  of  the  Securities  Act.

     In  December 2000, the Company issued warrants to purchase 10,784 shares of
common  stock  at  an  exercise  price  of  $1.00  per  share, to consultants in
consideration  for  financial  consulting  services  rendered in connection with
certain  of  the Company's private placements. The issuance was made pursuant to
an  exemption  under  Section  4(2)  of  the  Securities  Act.

     In  December  2000, the Company issued warrants to purchase an aggregate of
16,000  shares  of  common  stock  at  an exercise price $3.50 per share, to two
consultants  in  consideration for public relations services to the Company. The
issuance  was made pursuant to an exemption under Section 4(2) of the Securities
Act.

     In  December  2000, the Company issued warrants to purchase 1,000 shares of
common  stock  at  an  exercise  price  of  $2.00  per share, to a consultant in
consideration  for  financial  consulting  services rendered to the Company. The
issuance  was made pursuant to an exemption under Section 4(2) of the Securities
Act.

     In  December  2000, the Company granted options to purchase an aggregate of
15,000  shares  of common stock, at an exercise price of $1.00 per share, to two
individuals  in  consideration  for  their  services  rendered  as  finders  in
connection  with  one of the Company's private placements. The issuance was made
in  pursuant  to  an  exemption  under  Section  4(2)  of  the  Securities  Act.

     In  December  2000,  the  Company issued 205,915 shares of common stock and
granted  options to purchase 21,000 shares of common stock, at an exercise price
of  $1.00  per  share,  to  three  individuals in exchange for the conversion of
$190,000  of 10% promissory notes payable and all accrued interest on the notes.
The  issuance  was  made  pursuant  to an exemption under Section 3(a)(9) of the
Securities  Act.

     On  December  31,  2000,  the  Company  completed  a  private  placement of
$2,250,000  in equity financing consisting of 45 units sold at $50,000 per unit,
each  unit  consisting  of  (i)  50,000  shares  of  common stock, (ii) 50,000 A
warrants  to  purchase  common  stock  at  $1.375  per  share and (iii) 50,000 B
warrants  to purchase common stock at $1.625 per share. The A and B warrants are
generally  exercisable  for  5  years,  but the A warrants are redeemable by the
Company  at $0.10 per warrant under certain circumstances. The private placement
was  made to "accredited investors" and was exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act.


                                      -17-
<PAGE>

     On  January  15, 2001, the Company issued warrants to purchase 4,000 shares
of  common  stock,  at  an exercise price of $3.50 per share, to a consultant in
consideration  for  public  relations  services to the Company. The issuance was
made  pursuant  to  an  exemption  under  Section  4(2)  of  the Securities Act.

     On February 15, 2001, the Company issued warrants to purchase 15,000 shares
of common stock, at an exercise price of $1.00 per share, to the Chief Financial
Officer  of  the  Company in consideration for financial services rendered.  The
issuance  was made pursuant to an exemption under Section 4(2) of the Securities
Act.  The  Company  had offered the right to purchase warrants to acquire 98,500
shares  of  common  stock.  As of the date of this report, no rights to purchase
warrants  have  been  exercised.

     On  March  31,  2001,  the Company granted 25,000 shares of common stock in
consideration  for  services  rendered  to  the  company  by  the  former  Chief
Operations  Officer.

     In  June  2001,  options  to acquire 155,000 shares at $0.25 per share were
issued  to  directors  for  services.  The options expire on June 30, 2006.  The
fair  value  of  the  options on the grant date was $25,458 calculated using the
Black-Scholes  Option  Pricing  Model.

     In  June  2001,  options  to acquire 260,000 shares at $0.25 per share were
issued  to  outside consultants of the Company for services.  The options expire
on  June  20, 2006.  The fair value of the options on the grant date was $42,704
calculated  using  the  Black-Scholes  Option  Pricing  Model.

     In June 2001, the Company issued 50,000 shares of common stock to directors
for  services  rendered.  Pursuant  to  the  application  of  SFAS  No.  123  in
accounting  for  the issuance of stock to employee and 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  $9,375  in  selling,  general  and
administrative  expenses  in  the  statement  of  operations.

     In  June  2001,  the  Company  issued  1,239,856  shares of common stock to
outside  consultants for services rendered.  Pursuant to the application of SFAS
No.  123  in  accounting  for the issuance of stock to employee and 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 $232,473 in selling, general
and  administrative  expenses  in  the  statement  of  operations.

                                      -18-
<PAGE>

     In  June  2001,  the  Company  issued  3,500  shares  of common stock to an
employee  for services rendered.  Pursuant to the application of SFAS No. 123 in
accounting  for  the issuance of stock to employee and 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 $656 in selling, general and administrative
expenses  in  the  statement  of  operations.

     In July 2001, the Company issued 200,000 shares of common stock and granted
options  to  purchase  400,000  shares  of common stock, at an exercise price of
$0.25  per share, to eight investors in connection with a loan to the Company of
$200,000.  The Company repaid the loan in July 2001.  The options expire on July
2, 2004.  The fair value of the options on the grant date was $94,211 calculated
using  the  Black-Scholes  Option  Pricing  Model.

     In  July  2001,  the Company issued 500,000 shares of common stock, 500,000
callable  "C"  warrants to purchase 500,000 shares of common stock at $1.375 and
500,000 non-callable "D" warrants at $1.625 to purchase 500,000 shares of common
stock  to  investors  in connection with a secured bridge loan.  The fair market
value  of the 500,000 shares of common stock is being amortized over the term of
the loan as a debt discount.  The restricted 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
$105,000  in  selling,  general  and administrative expenses in the statement of
operations.  The  options  were  given  no  value  as  calculated  using  the
Black-Scholes  Option  Pricing  Model.

     In  October  2001,  the  Company  issued  150,000 shares of common stock to
outside  consultants for services rendered.  Pursuant to the application of SFAS
No.  123  in  accounting  for the issuance of stock to employee and 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 $31,500 in selling, general and
administrative  expenses  in  the  statement  of  operations.

     In  November  2001,  options  to  acquire 50,000 shares at $0.50 per share,
50,000  shares  at  $1.00  per  share,  50,000 shares at $1.50 per share, 50,000
shares  at  $2.00 per share and 100,000 shares at $2.50 per share were issued to
an  outside  consultant  of  the  Company  for  services.  The options expire in
November  2004.  The  fair  value  of  the options on the grant date was $53,748
calculated  using  the  Black-Scholes  Options  Pricing  Model.

     In  January  2002,  the  Company  issued  49,000  shares of common stock to
outside  consultants for services rendered.  Pursuant to the application of SFAS
No.  123  in  accounting  for the issuance of stock to employee and non-employee

                                      -19-
<PAGE>

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 $20,580 in selling, general and
administrative  expenses  in  the  statement  of  operations.

     In March 2002, the Company issued 500,000 shares of common stock to outside
consultants  as a retainer for their services in the future and 30,000 shares of
common  stock  to  outside  consultants  for services rendered.  Pursuant to the
application  of SFAS No. 123 in accounting for the issuance of stock to employee
and  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
unearned  services  of $131,250 and selling, general and administrative expenses
of  $7,875  in  the  statement  of  operations.

     In  March  2002,  the Company issued options to acquire 1,700,000 shares of
common  stock  at  $0.15  per  share expiring over the next 18 months.  The fair
value  of  the  options  on  the  grant  date  was $441,881 calculated using the
Black-Scholes  Option  Pricing Model.  The Company recorded unearned services at
March  31,  2002.

     In  March  2002,  the  Company  completed  a  private  placement of $43,426
consisting of 1,133,000 shares of common stock, $0.15 per share, net of issuance
costs.


     TRANSFER  AGENT

     The  Transfer  Agent  for  the Company's common stock is Manhattan Transfer
Registrar Company, 58 Dorchester Rd., Lake Ronkonkoma, New York 11779, telephone
(631)  585-7341,  facsimile  (631)  585-7569.


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

                                      -20-
<PAGE>


to  future  events and financial performance. Forward-looking statements are not
guarantees  of  future  performance.  They involve many risks, uncertainties and
assumptions  which  could  cause  the  actual  results  of the Company to differ
materially  from any future results expressed or implied by such forward-looking
statements.  Examples  of  such  risks  and  uncertainties  include, but are not
limited  to:  obtaining  sufficient  financing to maintain the Company's planned
operation,  the Company's ability to sustain and increase revenue, the continued
acceptance and growth of the internet, the changing of market conditions and the
other  risks  detailed  in  "Management's  Discussion  and  Analysis  or Plan of
Operation"  in  this  Annual Report on Form 10-KSB and elsewhere herein. Because
the  risks  factors  referred  to above could cause actual results or outcome to
differ materially from those expressed in any forward-looking statements made by
the  Company,  you  should  not place undue reliance on any such forward-looking
statements.  Other  factors  may be described from time to time in the Company's
other  filings  with  the  Securities and Exchange Commission, news releases and
other  communications.  Further, any forward-looking statement speaks only as of
the  date on which it is made and the Company undertakes no obligation to update
any  forward-looking  statement or statements to reflect events or circumstances
after  the  date on which such statement is made or to reflect the occurrence of
unanticipated  events.  New  factors  emerge  from  time  to time, and it is not
possible  for  the Company to predict which will arise. In addition, the Company
cannot  assess the impact of each factor on the Company's business or the extent
to  which  any  factor,  or  combination of factors, may cause actual results to
differ  materially  from  those  contained  in  any  forward-looking statements.

     Subsequent  written and oral forward-looking statements attributable to the
Company  or  persons  acting  on  its  behalf  are  expressly qualified in their
entirety by the cautionary statements set forth above and contained elsewhere in
this  Annual  Report  on  Form  10-KSB.

     OVERVIEW

     For  the year ended March 31, 2002, the Company continued implementation of
its  GLOBALeMED  system  on  a  country-by-country basis.  While  the growth and
further development of the GLOBALeMED system continues to be an important focus,
the  sales  and marketing effort has been concentrated on and is still dependent
upon  traditional  distributors.  The Company signed its first online purchasing
agreement  with  The  Caribbean  Society  of  Medical Technologists, CASMET, for
direct sales to all members throughout fourteen Caribbean countries.  During the
year,  further  enhancements  were  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.

     RESULTS  OF  OPERATIONS

     REVENUES

     Company  revenues  for  the  year  ended  March 31, 2002 decreased by 7% to
$2,051,167,  from $2,203,534 for the year ended March 31, 2001.  The decrease in

                                      -21-
<PAGE>

revenues  was  attributable  to  (i)  a  decrease in product sales to government
contracts  (ii) capital constraints and (iii) a lower level of sales to existing
customers.

     The  following  table  details  revenue  breakdown by geographic region (in
000's)  for  the  year  ended  March  31,  2002  and  2001:

                                        For  the  Year  Ended
                              March  31,  2002          March  31,  2001
                              ----------------          ----------------

South  America                      $  885                $  841
Domestic*                              380                    92
Caribbean                              353                   517
Eastern  Europe                        125                   247
Middle  East  and  Africa              105                   321
Western  Europe                        100                    52
Central  America                        60                    47
Pacific  Rim                            43                    87

     Total  Revenue                 $2,051               $ 2,204

     South America, the Caribbean, Eastern Europe and Middle East and Africa are
the  strongest  established distributor markets and in combination accounted for
90%  of total revenue for the year ended March 31, 2002 compared to 92% of total
revenue  for the year ended March 31, 2001. The lower percentage contribution of
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
and  these  regions  should  continue to account for an increasing percentage of
total  revenue  going  forward.

*Represents  sales  in  Africa  through  domestic  distributors.


     The  following  table details revenue breakdown by product group (in 000's)
for  the  year  ended  March  31,  2002  and  2001:

                                         For  the  Year  Ended
                              March  31,  2002          March  31,  2001
                              ----------------          ----------------

Qualitative  Rapid  Point            $1,007                 $ 779
of  care  Diagnostic  Tests

Laboratory  Equipment                   400                   289

Miscellaneous  Laboratory  Supplies     200                   133

Quantitative  Laboratory  Tests         277                   332

                                      -22-
<PAGE>

Urine  &  Latex  Agglutination  Tests    84                   308

Clinical  Chemistry  Reagents            83                   363

     Total  Revenue                  $2,051                $2,204


     Sales of qualitative rapid point of care diagnostic tests continued to show
strong growth as a product category, increasing to 49% of revenues, for the year
ended  March 31, 2002, compared to 35% of revenues, for the year ended March 31,
2001. Laboratory equipment product revenues grew to 20% of revenues, compared to
13%  of  revenues  for  the  year  ended  March  31, 2002 and 2001 respectively.
Laboratory  equipment  also  accounted  for  the  largest increase in revenue in
absolute  dollar terms for any product category outside of the qualitative rapid
point  of  care  product  group.  These  two  product categories are expected to
continue  as  the primary drivers of overall revenue growth both in dollar terms
and  as  a  percentage  of overall revenue. Booked sales after September 11 were
adversely  affected by the Company's lack of capital that restricted its ability
to  purchase  goods  and fulfill orders. Lack of capital has resulted in reduced
shipments  and  increased  backlogs  of  which 50% dissipated as a result of the
Company's  inability to acquire external funding. In the future, revenues of the
clinical  chemistry  reagent  category  are expected to grow at the same rate as
laboratory  equipment product revenues because of the use of these products when
running  laboratory  equipment.  Revenues from the other product categories will
show  growth  in  dollar  terms  but  at  lower growth rates, resulting in these
product  categories  comprising  lower  percentages  of  total  revenue.

     Fluctuations  in  the absolute dollar amount of revenue for each of the six
main  product groups during the fiscal year ended March 31, 2002 compared to the
fiscal  year  ended  March  31,  2001  were  caused  by:

-    the  varying  need  for  particular  product groups in different countries;

-    the  addition  of  new  distributors  who  chose  to focus their efforts in
     certain  product  groups;

-    the  number  of  distributors  in  a  given  country during such years; and

-    the  Company's  marketing  strategy.


     The  Company's marketing strategy is also the primary reason for the growth
in  the  qualitative  rapid point of care diagnostic test product group, both in
absolute  terms and as a percentage of total revenue. The marketing strategy has
affected  the  growth  of  other  product  groups  to  varying  degrees.

     Sales  returns  have  historically  been, and continue to be insignificant.
Because  of  extensive  product  quality  control and review, which is conducted
prior  to  product  shipment,  the  return  rate  as  a  percentage  of sales is
anticipated  to  remain  at  a  low  percentage.

     The  Company's  gross profit on product sales decreased to $316,100 in 2002
from  $450,899  in  2001.  This  decrease in gross profits was attributable to a

                                      -23-
<PAGE>

decrease  in  sales.  Gross  profit  as a percentage of sales decreased to 15.4%
during  the  current  year, from 20.5% in the prior year. The lower gross profit
margin  was  the  result  of  selling  slower  moving inventory at lower prices,
increased  competition,  and  the  effects  on the economy after the attacks on
September 11, 2001. Furthermore, macro-economic events in international markets,
for  example  the  strengthening  of  the  United  States dollar against foreign
currencies,  as well as localized financial conditions in certain South American
countries  have put pricing pressure on the Company's dollar denominated product
sales.

     Selling, general and administrative expense increased to $2,386,330 for the
year  ended  March  31,  2002 from $2,330,988 for the year ended March 31, 2001.
The  increase  in  these  expenditures  is  not  considered  significant

     The  net  loss  for the year ended March 31, 2002 was $2,421,453 or ($0.27)
per  share  compared  to  a  net loss of $1,966,611 or $(0.35) per share for the
prior  year. The net loss increased as a result of lower margins achieved in the
current  year  and  an increase in selling, general and administrative expenses.
Non-cash  charges  associated  with an extraordinary item of $0 and $53,851 were
included  in the years ended March 31, 2002 and 2001 respectively. Excluding the
effect of this extraordinary item, the operating loss increased to $2,421,453 or
($.27)  per  share  in  2002  from  $1,912,760 or ($0.34) per share for the same
period  in  2001.

     FINANCIAL  CONDITION

     The  Company  had  cash  and  cash equivalents of $72,843 at March 31, 2002
compared to cash and cash equivalents of $283,429 at March 31, 2001. The Company
had total current assets of $486,803 and total current liabilities of $1,821,113
at  March  31,  2002. The Company had total shareholders' deficit of $990,753 at
March  31,  2002.  This compares to total current assets of $1,314,984 and total
current  liabilities  of  $996,257  at  March  31,  2001,  as  well  as  total
shareholders'  equity  of  $710,734  at  March  31,  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 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 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.

     Cash used in operating activities was $666,973 for the year ended March 31,
2002  and  $1,901,377  for  the  year  ended  March  31,  2001. Cash utilized in
investing activities was $95,003 for the year ended March 31, 2002, and $170,996
for  the  year  ended March 31, 2001 and related to the purchase of property and
equipment.

     Net  cash  provided by financing activities was $551,390 for the year ended
March  31,  2002  and  $2,274,985  for  the  year  ended  March 31, 2001 arising
primarily  from  the  proceeds  from debt and common stock issuances in the year
ended March 31, 2002 and from the proceeds of common stock issuances in the year
ended  March  31,  2001.


                                      -24-
<PAGE>

     There is no assurance that the Company will generate sufficient revenues to
cover  operating  overheads  or  that it will achieve profitability. There is no
assurance  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.

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

         Our  operations  could  also  suffer:

          -    if  we  are  unable to obtain licenses from third parties for the
               components  of  our  products,

          -    if  our  products  liability insurance is not sufficient to cover
               damages  from  any  claim  that  may  be  asserted  against  us,

          -    if  we  are unable to compete as the technology in the diagnostic
               test  kit  field  rapidly  changes,

          -    due  to our need to rely on telecommunications infrastructures in
               foreign countries in order to increase our operations, and due to
               the  regulatory  and political risks of doing business in foreign
               countries.

     The  consolidated  financial statements do not include any adjustments that
might  result  from  the  outcome  of  these  uncertainties.

     The  accompanying consolidated financial statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of  liabilities in the normal course of business. We have incurred
recurring  operating  losses, and negative cash flows from operating activities.

     The  report  of  the  Company's  independent  certified  public accounts in
connection  with our 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.

     The  Company  has  received financing commitments for $500,000, which is in
the  form  of  a  stock  subscription.  Though  all  conditions to close on such
proposal  have  not  been  satisfied,  management  believes  that  it  will
satisfactorily  conclude  this  financing.  The  company  is in discussions with
several  strategic  investors concerning equity financing. While there can be no
assurance  that the foregoing financing options will be concluded.

                                      -25-
<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS.

     The financial statements listed in the accompanying Index are filed as part
of  this  report.  See  Index  on  page  F-1.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
FINANCIAL  DISCLOSURES.

     None.


















                                      -26-
<PAGE>
                                    PART III
                                    --------

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTORS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

     (a)     The  names,  ages  and  positions  of all executive officers of the
Company  as  of  June  30, 2002 are listed below, followed by a brief account of
their  business  experience  during  the  past five years. Officers are normally
appointed  annually  by  the  Board  of  Directors at a meeting of the directors
immediately  following  the  annual  meeting  of  stockholders.

     The  directors,  executive  officers  and  key  management employees of the
Company  are:

NAME                 AGE                   POSITION
--------------------------------------------------------------------------------

Ken  M.  Peters       54     President, Chief Executive Officer and  Director
Barry  Peters         61     Chairman,  Treasurer  and  Director
Russell  N. Fortier   46     Chief  Operating  Officer  and  Vice  President
Kenneth  Lambley      61     Vice  President  -  Sales  and  Marketing
Richard  P. Humbert   57     Director
Nava  Swersky Sofer   40     Director
Eliot  R. J. Kalter   50     Director


     Ken  Peters.  Mr.  Peters  has  served as our President and Chief Executive
Officer  since  its  inception in February 1997.  Mr. Peters received a  B.A. in
Business  and  Economics  from  the  City University of New York and his M.A. in
Economics  from  the  University  of  New  Mexico.  Mr. Ken Peters and Mr. Barry
Peters  are  brothers.

     Barry  Peters.  Mr.  Peters  has  served as our Chairman of the Board since
October  1998.  Mr.  Peters  is also the Chairman and Chief Executive Officer of
MediaVest, Inc. and has been so since April 1997.  From February 2000 until July
2001,  Mr.  Peters  served as the Chairman and Chief Executive Officer of Appian
Graphics,  Inc.  and  from  January  1994  until  April 1997, Mr. Peters was the
Chairman  and Chief Executive Officer of All-Comm Media Corporation.  Mr. Peters
received  a B.A. in Economics from Hofstra University and an MBA in Finance from
the  Baruch  School  of  Business.  Mr.  Barry  Peters  and  Mr.  Ken Peters are
brothers.

     Russell  N.  Fortier.  Mr. Fortier has been our Chief Operating Officer and
Vice  President  since June 2002.  From January 2001 until May 2002, Mr. Fortier
served  as  our  Vice President of Marketing.  Prior to his involvement with the
Company,  Mr. Fortier was a Partner and Director of FCA Consulting from May 1997
until  December  2000 and from January 1993 until April 1997, he was the General
Manager of Becton Dickinson.  Mr. Fortier received a B.S. from the University of
Connecticut  and  an  MBA  from  the  Northwestern University Graduate School of
Management.

     Eliot  R.J. Kalter. Mr. Kalter has served as our director since April 2001.
Since  April  1979,  Mr.  Kalter  has  acted  as  a  consultant  in the field of
international  economics.  Mr.  Kalter  received his B.A. from the University of

                                      -27-
<PAGE>

Cincinnati  and he holds a Ph.D. in international finance from the University of
Pennsylvania  and  a  M.Sc. in international economics from the London School of
Economics  and  Political  Science,  University  of  London.

     Kenneth  Lambley. Mr. Lambley has served as our Vice President of Sales and
Marketing  since  January  1999.  Prior to his involvement with our Company, Mr.
Lambley  was  the International Sales Manager form Seradyn Diagnostics from June
1989  until  August  1998.  Mr.  Lambley  earned  his pharmaceutical degree from
Nottingham  District  College  and his graduate degree from Metropolitan College
Institute  of  Export.

     Richard  P.  Humbert.  Mr.  Humbert has served as a Director of the Company
since  May  2000.  Mr. Humbert has been the Director of Information Technologies
for Panavision since July 1997. From August 1995 until June 1997 Mr. Humbert was
Director of MIS for All-Comm Media Corporation. Mr. Humbert received a B.A. from
the  University  of  Maryland.

     Nava  Swersky  Sofer.  Ms.  Swersky  Sofer  has served as a Director of the
Company  since  December  2000.  In  2000,  Ms.  Swersky Sofer founded Columbine
Ventures  and  currently  serves  as its Managing Director. In 1999, Ms. Swersky
Sofer  founded  Columbine  Capital and served as its Managing Director until the
end  of 2000. From 1995 until 1998 Ms. Swersky Sofer was a partner of Sanderling
Ventures.  Ms.  Swersky  Sofer received her LLB from Tel Aviv University and her
MBA  from IMD International as well as diplomas from the Sorbonne, the Instituto
Trentino  and  the  Goethe  Institute.

     All  directors hold office until the next annual meeting of shareholders of
the  Company and until there successors are elected and qualified. Officers hold
office  until  the  first  meeting  of directors following the annual meeting of
shareholders  and  until  their successors are elected and qualified, subject to
earlier  removal  by  the  Board  of  Directors.

(b)     Compliance  with  Section  16(a)  of  the  Exchange  Act.

     To the Company's knowledge, based solely on the Company's review of Forms 3
(Initial Statement of Beneficial Ownership of Securities), Forms 4 (Statement of
Changes  in  Beneficial  Ownership)  and Forms 5 (Annual Statement of Changes in
Beneficial  Ownership) furnished to the Company, all persons filed such forms in
a  timely  manner.

ITEM  10.     EXECUTIVE  COMPENSATION

     The  following  table  presents  certain specific information regarding the
compensation  of  the  President  of  the  Company.  No executive officer of the
Company  received  an  aggregate  salary,  bonus  and  other  compensation which
exceeded $100,000 during each of the fiscal years ended March 31, 2002, 2001 and
2000.

                                      -28-
<PAGE>
<TABLE>
<CAPTION>

Summary  Compensation  Table

                        Annual Compensation                         Long Term Compensation
                  -----------------------------   -----------------------------------------------------
                                                            Awards                     Payouts
                                                   ------------------------     -----------------------
<S>          <C>   <C>      <C>     <C>            <C>             <C>            <C>       <C>
                                    Other Annual   Securities                     LTIP      All Other
Name and     Year  Salary   Bonus   Compensation   Underlying      Restricted     Payouts   Compensation
Principal                                          Option/ SAR's   Stock Awards
Positions          $        $       $              $               $              $         $
----------- -----  -------  ------  -------------  --------------  -------------  --------  -------------

Ken Peters,  2002   52,000                 0
President    2001   58,000                 0           60,000              0            0           0
             2000   58,000                 0
----------- -----  -------  ------  -------------  --------------  -------------  --------  -------------

</TABLE>

OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

     We  currently do not have any stock option plans and have issued no options
to  any  of  our  employees.

EMPLOYMENT  AGREEMENTS

     We  currently  do  not  have  any  employment  agreements,  termination  of
employment  or  change  in  control  arrangements  with  any  of our officers or
employees.

COMPENSATION  OF  DIRECTORS

     The  Company  compensates  its  directors at the rate of $1,500 annually to
attend  board  meetings  and,  from  time  to time, grants directors warrants to
purchase  shares  of  our  common  stock. No director has been granted more than
50,000  of  such  warrants.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
          MANAGEMENT

     The  following  table  sets forth common stock, Class A Warrant and Class B
Warrant  beneficial  ownership information of: (1) each person known by us to be
the  beneficial owner of more than 5% of the outstanding shares of common stock;
(2)  of  our  executive  officers  and  directors;  and (3) all of our executive
officers  and  directors  as  a  group.

     The  information  below  is  based  on  12,264,594  shares  of common stock
outstanding,  2,250,000  Class  A  Warrants  outstanding  and  2,250,000 Class B
Warrants  outstanding  on  July  15,  2002.  Except  as otherwise indicated, all
securities  are  owned  directly.


                                      -29-
<PAGE>
                       Amount  and
                       Nature  of
Name  and  Address     Beneficial  Ownership     Percent  of  Class
------------------     ---------------------     ------------------

Ken  Peters                         717,450                 5.85%
11269  NW  15th  Place
Pembroke  Pines,  FL  33026

Barry Peters/Peters Family Trust   578,000(1)               4.71%
680  Harbor  Street
Suite  600
Los  Angeles,  CA  90064

Kenneth  Lambley                    10,000                     *
6489  Hunters  Green  Court
Indianapolis,  IN  46276



Richard  P.  Humbert               40,000(3)                   *
818-3010  Beach  Street
Venice,  CA  90291

Eliot  R.J.  Kalter                47,440                      *

Nava  Swersky  Sofer                5,000                      *


Trefoil Tech Investors, L.P.    1,650,000(4)(5)             12.43%

All  officers  and  directors
as  a  group (5  persons)       1,387,890                   11.29%

_______________________________

*     Less  than  1%
**    Assumes the exercise of the warrants and the sale of the shares of common
      stock  issuable  upon  exercise  of  the  warrants.

(1)  Shares  of  the  Peters  Family Trust are included as beneficially owned by
     Barry  Peters.

(2)  Includes  10,000 shares of common stock issuable upon exercise of currently
     exercisable  options.

(3)  Includes  25,000 shares of common stock issuable upon exercise of currently
     exercisable  options.

(4)  Includes  all  shares of common stock issuable upon exercise of the Class A
     Warrants  and  Class  B  Warrants  held  by  such  securityholder.

(5)  Includes 600,000 shares of common stock held by Trefoil Tech Advisors, Inc.

                                      -30-
<PAGE>


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

      None.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBIT  INDEX

     The  following  documents  are  filled  herewith  or  have been included as
exhibits  to previous filings with the Commission and are incorporated herein by
this  reference.

EXHIBIT                               DOCUMENT  NO.

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

3.2  Amended  and  Restated  Certificate  of Incorporation of World Diagnostics,
     Inc.,  filed  as  Exhibit  3.3  to  Form 10SB12G filed on October 13, 1999.

3.3  By-Laws  of  World  Diagnostics, Inc., filed as Exhibit 2.3 to Form 10SB12G
     filed  on  October  13,  199  9.

3.4  Amended  and  Restated  Certificate  of Incorporation of World Diagnostics,
     Inc. as filed as Exhibit 3.2 to Form 10-QSB for the quarter ended September
     30,  2000.

3.5  Amended  and  Restated  By-Laws of World Diagnostics, Inc. filed as Exhibit
     3.3  to  Form  10-QSB  for  the  quarter  ended  September  30,  2000.

4.0  Form  of  Stock  Certificate, filed as Exhibit 3.0 to Form 10SB12G filed on
     October  13,  1999.

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

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


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

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

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

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

                                      -31-
<PAGE>

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

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

10.7 Office  Lease  dated  August  15,  2000, filed as Exhibit 10.7 to Form SB-2
     filed  on  March  28,  2001

10.8 First  Amendment  to  Office  Lease dated as of December 19, 2000, filed as
     Exhibit  10.9  to  Form  SB-2  filed  on  March  28,  2001

11.0 Statement  Re:  Computation  Of  Per  Share  Earnings


16.0 Letter  On  Change  In  Certifying  Accountants, filed as Exhibit 16 to the
     Company's  8-K/A  filed  on  January  26,  2001

21.0 Subsidiaries  Of  The Registrant, filed as Exhibit 21 to the Company's Form
     10-KSB  for  the  year  ended  March  31,  2000

23.1 Consent  of  Gerson,  Preston,  Robinson  &  Company,  P.A.

         (B)     Reports  On  Form  8-K

     No  reports on Form 8-K were filed during the quarter ended March 31, 2002.


                                      -32-
<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:     7/15/02                       By:  /s/  Ken  Peters
          -------                      ----------------------------------
                                       Ken  Peters,  Director,  President



     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/  Barry  Peters
------------------
Barry  Peters,  Director                                July  15,  2002


/s/  Richard  Humbert
-------------------------------
Richard  P.  Humbert,  Director                         July  15,  2002


                                      -33-
<PAGE>

Board  of  Directors  and  Shareholders
World  Diagnostics,  Inc.  and  Subsidiary

                          INDEPENDENT AUDITORS' REPORT

We  have  audited  the  accompanying  consolidated  balance  sheet  of  World
Diagnostics,  Inc. and Subsidiary at March 31, 2002 and the related consolidated
statements  of  operations, shareholders' deficit and cash flows for each of the
two  years  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  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  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  audits  provide  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 as of March 31, 2002 and the results of its operations and
its  cash  flows  for  each  of  the  two  years  then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

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, negative working capital and has
a  shareholders'  deficit.  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.

July  12,  2002
Miami  Beach,  Florida                         CERTIFIED  PUBLIC  ACCOUNTANTS



<PAGE>

World  Diagnostics  Inc.  and  Subsidiary
Consolidated  Balance  Sheet
at  March  31,  2002


<TABLE>
<CAPTION>

<S>                                                                                   <C>
Assets

Current Assets

   Cash and cash equivalents                                                    $    72,843
   Accounts receivable                                                              190,049
   Inventory                                                                        182,977
   Other current assets                                                              40,934
                                                                                ------------
       Total current assets                                                         486,803
Property and equipment, net of accumulated depreciation                             472,332
Other assets                                                                         40,030
                                                                                ------------
      Total assets                                                              $   999,165
                                                                                ============

Liabilities and Shareholders' Deficit

Current Liabilities
   Accounts payable and accrued expenses                                        $ 1,244,845
   Notes Payable                                                                    550,000
   Current portion of obligations under capital leases                               26,268
                                                                                ------------
     Total current liabilities                                                    1,821,113
Deferred rent                                                                       118,750
Obligations under capital leases, net of current portion                             50,055
                                                                                ------------
      Total Liabilities                                                           1,989,918

Shareholders' Deficit
   Common stock; $0.001 par value; 25,000,000 shares authorized
       11,110,476 shares issued and outstanding and additional paid in capital    6,610,822
   Unearned services                                                               (565,171)
   Accumulated deficit                                                           (7,036,404)
                                                                                ------------
     Total Shareholders' deficit                                                   (990,753)
                                                                                ------------
       Total Liabilities and Shareholders' Deficit                              $   999,165
                                                                                ============


Read notes to consolidated financial statements.

</TABLE>
                                        2
<PAGE>

World  Diagnostics  Inc.  and  Subsidiary
Consolidated  Statements  of  Operations
Years  Ended  March  31,  2002  and  2001

<TABLE>
<CAPTION>


                                                          2002          2001
                                                      ------------  ------------

<S>                                                       <C>           <C>
Revenues                                              $ 2,051,167   $ 2,203,534

Cost of goods sold                                      1,735,067     1,752,635
                                                      ------------  ------------

Gross profit                                              316,100       450,899

Selling, general and administrative expenses            2,386,330     2,330,988
                                                      ------------  ------------

LOSS FROM OPERATIONS BEFORE INTEREST EXPENSE           (2,070,230)   (1,880,089)

 Interest expense                                        (351,223)      (32,671)
                                                      ------------  ------------

LOSS FROM OPERATIONS BEFORE EXTRAORDINARY ITEM         (2,421,453)   (1,912,760)

Extraordinary loss on extinguishments of debt                   -       (53,851)
                                                      ------------  ------------
NET LOSS                                              $(2,421,453)  $(1,966,611)
                                                      ============  ============

Basic and diluted common loss per share:
   Loss from operations before extraordinary item     $     (0.27)  $     (0.34)
   Extraordinary item                                           -         (0.01)
                                                      ------------  ------------

   Basic and diluted common loss per share:           $     (0.27)  $     (0.35)
                                                      ============  ============

Weighted average number of common shares outstanding    8,832,317     5,578,137




Read notes to consolidated financial statements.

</TABLE>
                                        3
<PAGE>

WORLD  DIAGNOSTICS,  INC.  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  SHAREHOLDERS'  DEFICIT
YEARS  ENDED  MARCH  31,  2002  AND  2001
<TABLE>
<CAPTION>
                                                             Common Stock And
                                                          --------------------------
                                                          Additional Paid-In Capital
                                                          --------------------------
                                                          Number Of                 Unearned     Accum.
                                                            Shares      Amount     Services      Defict        Total
                                                          ----------  ----------  ----------  ------------  ------------
<S>                                                            <C>         <C>         <C>         <C>           <C>
BALANCE AT MARCH 31, 2000                                 4,281,827   $2,126,305      $   -   $(2,648,340)   $ (522,035)

Issuance of common stock in a private placement               71,440     500,000          -             -       500,000
at $7 per share, net of issuance costs

Issuance of common stock
for services                                                  73,500      62,740          -             -        62,740

Issuance of common stock
to an employee at $1.31 per share                             10,000      13,100          -             -        13,100

Conversion of debt and warrants to equity, through
issuance of common stock                                     396,913     540,248          -             -       540,248

Issuance of common stock in a private placement
at $1 per share, plus issuance of one share for
each warrant exchanged                                       171,440     100,000          -             -       100,000

Issuance of common stock in a private placement
at $1 per share, net of issuance costs                     2,250,000   1,885,171          -             -     1,885,171

Options issued for services                                        -      71,798          -             -        71,798

Options issued for interest                                        -      15,915          -             -        15,915

Options issued to extend debt                                      -       9,758          -             -         9,758

Proceeds of warrant subscriptions                                  -         650          -             -           650

Net Loss                                                           -           -          -    (1,966,611)   (1,966,611)
                                                          ----------  ----------  ----------  ------------  ------------
Balance at March 31, 2001                                  7,255,120   5,325,685          -    (4,614,951)      710,734

Issuance of common stock
to directors at $0.25 per share for services                  50,000       9,375          -             -         9,375

Issuance of common stock at $0.25 per share
for services                                               1,243,356     233,129          -             -       233,129

Issuance of common stock at $0.30 per share
for interest                                                 200,000      45,000          -             -        45,000

Issuance of common stock at $0.28 per share
for interest                                                 500,000     105,000          -             -       105,000

Issuance of common stock at $0.28 per share
for services                                                 150,000      31,500          -             -        31,500

Issuance of common stock at $0.56 per share for services      49,000      20,580          -             -        20,580

Issuance of common stock at $0.35 per share
for current and future services                              530,000     139,125   (131,250)            -         7,875

Issuance of common stock in a private placement
    at $0.15 per share, net of issuance costs              1,133,000      43,426          -             -        43,426

Options issued for future services                                 -     441,881   (441,881)            -             -

Options issued for services                                        -     121,910          -             -       121,910

Options issued for interest                                        -      94,211          -             -        94,211

Amortization of unearned services                                  -           -      7,960             -         7,960

Net Loss                                                           -           -          -    (2,421,453)   (2,421,453)
                                                          ----------  ----------  ----------  ------------  ------------
ALANCE AT MARCH 31, 2002                                  11,110,476  $6,610,822  $(565,171)  $(7,036,404)  $  (990,753)
                                                          ==========  ==========  ==========  ============  ============
Read notes to consolidated financial statements.
</TABLE>
                                        4
<PAGE>


World  Diagnostics  Inc.  and  Subsidiary
Consolidated  Statements  of  Cash  Flows
Years  Ended  March  31,  2002  and  2001

<TABLE>
<CAPTION>

                                                                              2002          2001
                                                                          ------------  ------------
<S>                                                                           <C>           <C>
Cash flows from operating activities
 Net Loss                                                                 $(2,421,453)  $(1,966,611)
 Adjustment to reconcile net loss to net cash used
 in operating activities:
   Extraordinary loss on extinguishments of debt                                    -        53,851
   Options issued to extend debt                                                    -         9,758
   Common stock issued for services                                           302,459        75,840
   Common stock issued for interest                                           150,000             -
   Options issued for services                                                121,910        71,798
   Options issued for interest                                                 94,211        15,915
   Depreciation                                                               111,741        46,525
   Amortization of unearned services                                            7,960             -
   Inventory reserve                                                           13,837        29,470
   Loss on disposal of property and equipment                                   1,588        47,133
   Bad debt expense                                                           199,827       169,459
Changes in operating assets and liabilities:
    Accounts receivable                                                       205,208      (373,594)
    Inventory                                                                 160,813      (259,368)
    Other current assets                                                       37,910       (43,467)
    Other assets                                                               91,276      (124,343)
    Accounts payable and accrued expenses                                     270,740       347,507
    Deferred rent                                                             (15,000)       (1,250)
                                                                          ------------  ------------
         Net cash (used) in operating activities                             (666,973)   (1,901,377)
                                                                          ------------  ------------

Investing activity
   Purchase of property and equipment                                         (95,003)     (170,996)
                                                                          ------------  ------------

Financing activities
  Proceeds from notes payable                                                 750,000       145,000
  Payment of notes payable                                                   (200,000)     (340,000)
  Payments under capital lease obligations                                    (42,036)      (15,836)
  Net proceeds from issuance of common stock                                   43,426     2,485,171
  Proceeds from issuance of warrants                                                -           650
                                                                          ------------  ------------
         Net cash provided by financing activities                            551,390     2,274,985
                                                                          ------------  ------------

Net increase (decrease) in cash and cash equivalents                         (210,586)      202,612
Cash and cash equivalents, beginning of year                                  283,429        80,817
                                                                          ------------  ------------
 Cash and cash equivalents, end of year                                    $   72,843   $   283,429
                                                                          ============  ============

Supplemental disclosures of cash flow information:

   Cash paid during the year for interest                                 $     1,632   $         -

Supplemental disclosures of non-cash investing and financing activities:

   Issuance of common stock and options for unearned services             $   573,131   $         -

   Property and equipment acquired through capital lease agreements       $    75,439   $   167,532

   Issuance of common stock for the extinguishment of debt                $         -   $   475,000




Read notes to consolidated financial statements.

</TABLE>
                                        5
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.     NATURE  OF  OPERATIONS

World Diagnostics, Inc. (the "Company"), sells medical diagnostic and laboratory
products  manufactured  by  contract  suppliers.  The  products  are  sold
predominately through distributors, dealers and through the company's GLOBALeMED
interactive  shopping  and  informational  website.

The Company was organized in Delaware on February 2, 1997.  GLOBALeMED.COM, Inc.
was  organized  in  Delaware  on  March  9,  2000.

2.     SUMMARY  OF  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  transactions  and 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
specific  identification  method which closely approximates average cost.  As of
March  31, 2002, substantially all inventories represent finished goods held for
sale.

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.  Expenditures  for repairs and maintenance are generally charged to
expense as incurred.  Retirements, sales and disposals of assets are recorded by
removing  the  cost  and accumulated depreciation from the asset and accumulated
depreciation  accounts  with  any  resulting  gain  or loss reflected in income.

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.  Management  believes  that  there  is  no
impairment  as  of  March  31,  2002

UNEARNED  SERVICES.  Unearned services represent common stock and options
issued  for  future  services.  The contract is for 18 months beginning in March
2002.  The  unearned  services  are  being  amortized,  using  the straight line
method,  over  the  contract  term  of  18  months.

USE  OF  ESTIMATES.  The  preparation of financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
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.

                                        6
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS.  The  carrying  amount  of  accounts
receivable, accounts payable and accrued expenses approximate fair value because
of  their  short  duration.  The carrying amount of debt approximates fair value
because the interest rates are similar to the interest rates currently available
to  the  Company.

INCOME  TAXES.  The  Company  accounts  for  income  taxes  under  Statement  of
Financial  Accounting  Standards  (SFAS) No. 109, "Accounting for Income Taxes".
Under  SFAS 109, deferred income tax assets and liabilities are determined based
upon  differences  between  financial  reporting  and  tax  bases  of assets and
liabilities  and  are  measured  using  currently  enacted  tax rates.  SFAS 109
requires  a  valuation  allowance to reduce the deferred tax assets reported if,
based  on  the  weight  of  the  evidence,  it is more likely than not that some
portion  or  all  of  the  deferred  tax  assets  will  not  be  realized.

REVENUE  RECOGNITION.  Revenue is recognized when the product is shipped.  Sales
returns  and  sales  discounts  are  deducted  from  gross  sales.

LOSS  PER SHARE.  Basic loss per share is computed by dividing loss available to
common  shareholders  by  the  weighted-average  number of common shares for the
period.  The  computation of diluted loss per share is similar to basic loss 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 loss per
share  is  not  presented  because  the  effects  would  be  anti-dilutive.

STOCK  BASED  COMPENSATION.  Statement of Financial Accounting Standard No. 123,
"Accounting  for  Stock Based Compensation," requires that all transactions with
non-employees  in which goods or services are the consideration received for the
issuance  of  equity instruments be accounted for based on the fair value of the
consideration  received  or  the  fair  value  of the equity instruments issued,
whichever  is  more  reliably  measurable.

WEB-SITE  TECHNOLOGY  AND  CONTENT.  Technology  and  content  costs  consist
principally  of  payroll  and  related costs for development, editorial systems,
consultants and costs of acquired content for the Company's website.  Technology
and  content  costs  related to planning, development and acquisition of content
and operations of the Company's website are expensed as incurred and included in
selling,  general and administrative expenses.  Costs to acquire or develop both
hardware  and  software,  needed  to  operate  the  site  are  capitalized  and
depreciated  over  estimated  useful  lives.

                                        7
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


RECLASSIFICATIONS.  Certain  reclassifications  were  made to the 2001 financial
statements  to  conform  to  the  presentation  used  in  2002.

RECENT  ACCOUNTING  PRONOUNCEMENTS.  On  June 29, 2001, the Financial Accounting
Standards  Board  issued  Statements  of Financial Accounting Standards No. 141,
Business  Combinations,  and  No.  142,  Goodwill  and  Other Intangible Assets.
Statement  141  eliminates  the  pooling-of-interests  method  of accounting for
business  combinations  except  for  qualifying  business combinations that were
initiated  prior  to  July  1,  2001.  Statement  141  changes  the  criteria to
recognize  intangible assets apart from goodwill.  The requirements of Statement
141  are  effective  for  any business combination accounted for by the purchase
method  that  is  completed  after  June  30,  2001.

Under  Statement  142,  goodwill  and  indefinite lived intangible assets are no
longer amortized but will be reviewed annually, or more frequently if impairment
indicators  arise.  Identifiable intangible assets will continue to be amortized
over  their  estimated  useful  lives.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of"  SFAS  No.  144  applies  to  all  long-lived assets (including discontinued
operations)  and  consequently amends APB Opinion No. 30, "Reporting the Results
of Operations, Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
No.  144  develops  one  accounting  model  for long-lived assets that are to be
disposed of by sale. SFAS No. 144 requires that long-lived assets that are to be
disposed  of  by  sale be measured at the lower of book value or fair value less
cost  to  sell.  Additionally  SFAS  No.  144  expands the scope of discontinued
operations  to  include all components of an entity with operations that (1) can
be distinguished from the rest of the entity and (2) will be eliminated from the
ongoing  operations  of  the  entity  in a disposal transaction. SFAS No. 144 is
effective  for  the  Company  for  all  financial statements issued in 2002. The
adoption  of  SFAS  No.  144  is  not  expected to have a material impact on the
Company's  financial  statements.



3.     GOING  CONCERN  -  UNCERTAINTY

As  shown in the accompanying 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.

                                        8
<PAGE>

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


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, the Company
will  achieve  its  goals.

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

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will  continue  as  a  going  concern and do not include any
adjustments  to  reflect  the  possible future effects on the recoverability and
classification  of  assets or the amounts and classification of liabilities that
might  result  from  the  outcome  of  this  uncertainty.

4.     PROPERTY  AND  EQUIPMENT

              Leasehold improvements                              $     243,511

              Computer equipment and software                           231,598

              Office furniture and equipment                            153,995
              -----------------------------------------------------------------
                                                                        629,104

              Less accumulated depreciation                            (156,772)
              -----------------------------------------------------------------
                 TOTAL                                            $     472,332



Computer  equipment  and  software  subject to capital leases at March 31, 2002,
included  above,  is  $99,948.  Related  accumulated  depreciation  is  $22,760.

                                        9
<PAGE>


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

5.     NOTES  PAYABLE


Convertible  notes  payable  to  shareholders; interest
   at  10%;  secured  by  the  assets  of  the  Company; convertible
   at  the  option  of  the  Company, based
   on the fair market value of the stock on the date of conversion;
   matures June 30, 2002, pending extension                     $     500,000
Notes  payable  to  shareholder;  interest
   at 4%; paid subsequent to year end                                  50,000
-----------------------------------------------------------------------------

Notes payable                                                   $     550,000
-----------------------------------------------------------------------------



6.     COMMON  STOCK

YEAR  ENDED  MARCH  31,  2001

In  June 2000, the Company completed a private placement of $500,000, consisting
of  71,440  shares  of  the  Company's  common  stock priced at $7 per share and
warrants,  exercisable  at  $7  or  exchangeable,  without  additional  cash
consideration but subject to certain performance contingencies being met, for an
additional  71,440  shares  of  the  Company's  common  stock.

In  June 2000, the Company issued 16,000 shares of common stock to non-employees
for  past  services  rendered;  55,000  shares for services in connection with a
private  placement and 2,500 shares to a Director of the Company Pursuant to the
application  of SFAS No. 123 in accounting for the issuance of stock to employee
and  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
$62,740  in  selling,  general  and  administrative expenses in the statement of
operations  for  the  year  ended  March  31,  2001.


In  June  2000,  the Company issued 10,000 shares of common stock to an employee
for  past  services  rendered.  Pursuant  to  the application of SFAS No. 123 in
accounting  for  the issuance of stock to employee and non-employee consultants,
the Company recorded expense based on the fair market value of the shares issued

                                       10
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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  $13,100  in  selling,  general  and
administrative  expenses in the statement of operations for the year ended March
31,  2001.

In  June  2000,  the  Company  issued  182,799 shares of common stock to convert
$285,000  of  6%  unsecured  notes  payable  and  8,199  shares  of common stock
originally  authorized  for issuance in March 2000 to extend the due date of the
$410,000  note  to  May  31, 2000.  In exchange for the shares, the note holders
waived  all accrued interest and exchanged all outstanding common stock purchase
warrants  issued  in  conjunction  with  the  debt.  The  Company  recognized an
extraordinary  loss  of  $89,415  from the conversion.  The remaining balance of
$125,000  of  the  6%  unsecured notes payable was repaid in June 2000, of which
$25,000  was  to  a  party  related  to  a  member  of  the  Board of Directors.

In  December  2000, the Company issued 205,915 shares of common stock to convert
$190,000  of 10% promissory notes payable.  In exchange for the shares, the note
holders  waived  all  accrued interest.  The Company recognized an extraordinary
gain of $35,564 from the conversion.  Options to acquire 21,000 shares of common
stock  were  issued  as  part of the conversion of the $190,000 promissory note.
These  options are exercisable at $1 per share and expire on September 30, 2003.
The fair value of the options on the grant date was $25,673 calculated using the
Black-Scholes  Option  Pricing  Model.

In August 2000, the Company received $100,000 through an exchange agreement with
each  participant  in  the  private placement, with early exchange of the 71,440
warrants  for  71,440  shares  of the Company's common stock and the issuance of
100,000  shares  of  the  Company's  common  stock  priced  at  $1  per  share.

In  November  and  December  2000 the Company closed upon a private placement of
$2,250,000,  consisting  of 45 Units priced at $50,000 per Unit, each consisting
of  (i)  50,000  shares of the Company's Common Stock, par value $.001 per share
(ii) 50,000 "A" Warrants to Purchase Common Stock at $1.375 per share, and (iii)
50,000  "B"  Warrants  to  Purchase  Common  Stock  at  $1.625  per  share.  The
$2,250,000  private  placement  was  completed  by December 31, 2000.  Under the
subscription  documents,  the Company was required to register the Common Stock,
the  A  Warrants, the B Warrants and the Common Stock for which the warrants may
be exercised.  The A Warrants and the B Warrants are generally exercisable for a
period of five (5) years.  However, the A Warrants are redeemable by the Company
at  $.10  per  Warrant,  if  not  otherwise  exercised  by  the  warrant holder.

                                       11
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In  November  2000, options to acquire 22,500 shares at $1 per share were issued
for  services  in  connection with the private placement expiring on November 2,
2003.  The  fair  value  of the options on the grant date was $17,430 calculated
using  the  Black-Scholes  Option  Pricing  Model.

In  November 2000, the Company issued warrants to acquire 4,000 shares of common
stock  at  $3.50  per share expiring on November 1, 2003.  The fair value of the
warrants  on the grant date was $1,816 calculated using the Black-Scholes Option
Pricing  Model.

In  December  2000, as an inducement to join our Board of Directors, the Company
granted  a director at a cost of $500 the right to purchase warrants to purchase
10,000  shares  of common stock at an exercise price of $1 per share expiring on
December  31, 2003.  The fair value of the warrants on the grant date was $8,231
calculated  using  the  Black-Scholes  Option  Pricing  Model.

In  December 2000, the Company issued options to acquire 15,000 shares at $1 per
share expiring on December 31, 2003.  The fair value of the options on the grant
date  was  $7,103  calculated  using  the  Black-Scholes  Option  Pricing Model.

In December 2000, the Company issued warrants to acquire 10,784 shares of common
stock  at  $1  per  share  expiring  on December 1, 2003.  The fair value of the
warrants  on the grant date was $8,877 calculated using the Black-Scholes Option
Pricing  Model.

In  December 2000, the Company issued warrants to acquire 4,000 shares of common
stock  at  $3.50  per share expiring on December 1, 2003.  The fair value of the
warrants  on the grant date was $1,619 calculated using the Black-Scholes Option
Pricing  Model.

In  December 2000, the Company issued warrants to acquire 1,000 shares of common
stock  at  $2.00  per  share expiring on October 3, 2003.  The fair value of the
warrants  on  the  grant date was $667 calculated using the Black-Scholes Option
Pricing  Model

In December 2000, the Company issued warrants to acquire 12,000 shares of common
stock  at  $3.50  per share expiring on December 1, 2003.  The fair value of the
warrants  on the grant date was $6,528 calculated using the Black-Scholes Option
Pricing  Model

In  December 2000, the Company issued options to acquire 15,000 shares of common
stock  at  $1.00  per  share  expiring  on July 31, 2001.  The fair value of the
options  on the grant date was $18,560 calculated using the Black-Scholes Option
Pricing  Model

In  January  2001, the Company issued warrants to acquire 4,000 shares of common
stock  at  $3.50  per  share expiring on January 1, 2004.  The fair value of the
warrants  on  the  grant date was $967 calculated using the Black-Scholes Option
Pricing  Model.

                                       12

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

The  Company has offered the right to purchase warrants to acquire 98,500 shares
of common stock.  As of March 31, 2001, no rights to purchase warrants have been
exercised.

In  January 2001, the Company filed a registration statement with the Securities
and  Exchange  Commission  to  register:

-     3,206,760  shares  of  common  stock,
-     2,250,000  Class  A  Warrants,  at  an exercise price of $1.375 per share,
-     2,250,000  Class B Warrants, at an exercise price of $1.625 per share, and
-     4,500,000  shares  issuable upon the exercise of all 4,500,000 Class A and
      Class  B  Warrants


YEAR  ENDED  MARCH  31,  2002

In  June  2001, options to acquire 415,000 shares at $0.25 per share were issued
to  non-employees for services. The options expire on June 30, 2006. In November
2001,  options  to  acquire  50,000  shares at $0.50 per share, 50,000 shares at
$1.00  per  share,  50,000 shares at $1.50 per share, 50,000 shares at $2.00 per
share  and  100,000  shares  at $2.50 per share were issued to non-employees for
services.  The  options expire in November 2004. The total fair value of all the
options  on  their  respective  grant  dates  was  $121,910 calculated using the
Black-Scholes  Option  Pricing  Model.

In  June 2001, the Company issued 50,000 shares of common stock to directors for
services rendered. Pursuant to the application of SFAS No. 123 in accounting for
the  issuance  of  stock  to  employee and 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 $9,375 in selling, general and administrative
expenses  in  the  statement  of  operations.

In  June  2001,  the  Company issued 1,239,856 shares of common stock to outside
consultants  for  services  rendered  and  3,500  shares  of  common stock to an
employee  for  services rendered. Pursuant to the application of SFAS No. 123 in

                                       13
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

accounting  for  the issuance of stock to employee and 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  $233,129  in  selling,  general  and
administrative  expenses  in  the  statement  of  operations.

In  July  2001,  the  Company  issued 200,000 shares of common stock and granted
options  to  purchase  400,000  shares  of common stock, at an exercise price of
$0.25  per share, to eight investors in connection with a loan to the Company of
$200,000.  Due to the issuance of the shares, 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 $45,000 in selling, general and administrative expenses in the
statement  of operations.  The Company repaid the loan in July 2001. The options
expire  on  July  2,  2004.  The fair value of the options on the grant date was
$94,211  calculated  using  the  Black-Scholes  Option  Pricing  Model.

In  July  2001,  the  Company  issued  500,000  shares  of Common Stock, 500,000
callable  "C"  warrants to purchase 500,000 shares of Common Stock at $1.375 and
500,000 non-callable "D" warrants at $1.625 to purchase 500,000 shares of Common
Stock  to  investors  in  connection with a secured bridge loan. The fair market
value  of the 500,000 shares of common stock were amortized over the term of the
loan  through  February  2002,  as a debt discount.  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 $105,000 in selling, general and administrative expenses in
the  statement  of  operations.  The  options  were given no value as calculated
using  the  Black-Scholes  Option  Pricing  Model.

                                       14
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In  October  2001,  the Company issued 150,000 shares of common stock to outside
consultants  for services rendered.  Pursuant to the application of SFAS No. 123
in  accounting  for  the  issuance  of  stock  to  employee  and  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 $31,500 in selling, general and
administrative  expenses  in  the  statement  of  operations.


In  January  2002,  the  Company issued 49,000 shares of common stock to outside
consultants  for services rendered.  Pursuant to the application of SFAS No. 123
in  accounting  for  the  issuance  of  stock  to  employee  and  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 $20,580 in selling, general and
administrative  expenses  in  the  statement  of  operations.


In  March  2002,  the  Company  issued 500,000 shares of common stock to outside
consultants  as a retainer for their services in the future and 30,000 shares of
common  stock  to  outside  consultants  for services rendered.  Pursuant to the

                                       15
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

application  of SFAS No. 123 in accounting for the issuance of stock to employee
and  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
unearned  services  of $131,250 and selling, general and administrative expenses
of  $7,875  in  the  statement  of  operations.

In  March 2002, the Company issued options to acquire 1,700,000 shares of common
stock  at  $0.15  per share expiring over the next 18 months.  The fair value of
the  options  on  the grant date was $441,881 calculated using the Black-Scholes
Option Pricing Model.  The Company recorded unearned services at March 31, 2002.

In  March  2002, the company completed a private placement of $43,426 consisting
of  1,133,000  shares of common stock prices at $0.15 per share, net of issuance
costs.

7.     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  June  2001,  the  Company issued options to acquire 198,500 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 50% upon grant and 50% on
December  31,  2001.  The  options  expire  in  June 2006. The fair value of the
options  on the grant date was $43,279 calculated using the Black-Scholes Option
Pricing  Model.

                                       16
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In  August  2001, the Company issued options to acquire 110,000 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 100% upon grant. The
options  expire  in August 2004. The fair value of the options on the grant date
was  $21,180  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  October 2001, the Company issued options to acquire 170,000 shares of common
stock  to  employees  of the Company. These options are exercisable at $0.42 per
share,  the  market price on the date of grant and vest over a six month period.
The  options  expire in October 2004. The fair value of the options on the grant
date  was  $42,198  calculated  using  the  Black-Scholes  Option Pricing Model.


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
year  ended  March  31,  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  Year  Ended  March  31,  2002
                            ---------------------------------------

     Pro  forma  Net  Loss                ($2,629,016)
     Pro  forma  Loss  Per  Share              ($0.30)
     Risk  Free  Interest  Rates      5.07%  to  6.11%
     Expected  Lives                        3-5  years
     Expected  Volatility               85.47%-132.28%


                                       17
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


8.     LEASES

The  Company  leases  office  facilities  under an operating lease and equipment
under  long-term  capital  leases.  At  March  31,  2002,  future  minimum lease
payments  under  capital  and  operating  leases  are  as  follows:


                                             Capital      Operating
                                              Leases        Leases
                                           --------------------------
<TABLE>
<CAPTION>
<S>                                           <C>        <C>
2003                                          $ 31,113   $  104,458
2004                                            24,923      108,042
2005                                            20,168      111,733
2006                                             9,049      115,535
2007                                             1,508      118,814
Thereafter                                           -      520,004
----------------------------------------------------------------------

Total minimum lease payments                    86,761   $1,078,586
                                                         =============

Less amount representing interest ranging
  from 7% to 18%                               (10,438)
--------------------------------------------------------
Present value of net minimum lease payments     76,323

Less current portion                           (26,268)
--------------------------------------------------------
Long-term obligations                         $ 50,055
========================================================
</TABLE>


Rent  expense  was  approximately $101,000 and $75,000 for the years ended March
31,  2002  and  2001,  respectively.

The  Company  was  given  a  tenant improvement allowance, of $150,000, which is
being  accounted for as deferred rent and is being amortized, using the straight
line  method  over  the  10  year  lease  term.

                                       18

<PAGE>

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


9.     DEFERRED  INCOME  TAXES

At March 31, 2002, the Company has available net operating loss carryforwards of
$6,404,000  which  will  expire  through  2022.

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

Accordingly,  components of the Company's net deferred income taxes at March 31,
2002  are  as  follows:

Deferred  tax  assets:

                      Net operating loss carryforwards        $   2,530,000

                      Valuation allowance                        (2,530,000)
                    ----------------------------------------------------------
                         Total                                $           -

                    ==========================================================


The  benefit  for  income taxes differs from the amount computed by applying the
statutory  federal  income  tax  rate  to  net  loss  due  to  the  following:


                                                            2002          2001
       -------------------------------------------------------------------------
       Income tax provision statutory rate            $  (823,000)   $ (668,647)
       State income tax, net of Federal benefit          (133,000)     (108,164)
       Change in valuation allowance                    1,176,000       650,000

       Debt extinguishment expense                              -        21,271

       Other                                             (220,000)      105,540
       -------------------------------------------------------------------------

                                                      $         -    $        -
       =========================================================================


10.     CONCENTRATION  OF  CREDIT  RISK

Financial  instruments,  which  potentially  subject  the Company to significant
concentrations  of  credit  risk,  consist  principally  of cash, trade accounts
receivable  and  notes  payable.

                                       19
<PAGE>


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

The  Company  places  its  cash  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.  Historically,  actual  losses  have  been  within  management's
estimates.

One  customer accounted for 12% of sales for the both years ended March 31, 2002
and March 31, 2001, respectively.  This same customer had an accounts receivable
balance  of  $36,000  at  March  31,  2002.

Another  customer,  controlled  by  a  director  and shareholder of the Company,
accounted  for  approximately 8% and 7% of sales for the periods ended March 31,
2002  and  March  31,  2001,  respectively.  The  accounts  receivable from this
customer  was  $3,373  at  March  31,  2002.

Purchases from one supplier represented 10% and 15% of purchases for the periods
ended  March  31,  2002  and  2001,  respectively.  This  same supplier was owed
$28,473  at  March  31,  2002.


11.     GEOGRAPHIC  AND  PRODUCT  GROUP  INFORMATION

The  following  table  details revenue breakdown by geographic region (in 000's)
for  the  year  ended  March  31,  2002  and  2001.

                                       20

<PAGE>

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


                                                     2002                 2001
--------------------------------------------------------------------------------

                  South America                $      885           $      841

                  Domestic *                          380                   92

                  Caribbean                           353                  517

                  Eastern Europe                      125                  247

                  Middle East and Africa              105                  321

                  Western Europe                      100                   52

                  Central America                      60                   47

                  Pacific Rim                          43                   87
--------------------------------------------------------------------------------

                      Total Revenue             $   2,051          $     2,204
================================================================================
* Represents sales in Africa through domestic distributors.

As  of  March  31,  2002,  the  Company  has  one reportable segment.  The Chief
Operating Decision Maker examines all financial information on a combined basis.

The  following  table  details revenue breakdown by product group (in 000's) for
the  year  ended  March  31,  2002  and  2001:



                                       21
<PAGE>


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

<TABLE>
<CAPTION>

                                    2002      2001
--------------------------------------------------
<S>                                  <C>      <C>
Qualitative Rapid Point of care
  Diagnostic Tests                 $1,007  $  779

Laboratory Equipment                  400     289

Quantitative Laboratory Tests         277     332

Miscellaneous Laboratory Supplies     200     133

Urine & Latex Agglutination Tests      84     308

Clinical Chemistry Reagents            83     363
--------------------------------------------------

  Total Revenue                    $2,051  $2,204
==================================================


</TABLE>


12.     SUBSEQUENT  EVENTS

The  Company has received a subscription to purchase $500,000 worth of shares of
the  Company's  common  stock  at  $0.15  per  share.

The Company issued 1,154,118 shares of common stock in lieu of cash for services
rendered  by  employees  and  non-employees  and  to pay off accounts and a note
payable,  which  existed  at  March 31, 2002.   In addition, options to purchase
334,000  shares  of  the  Company's common stock at prices ranging from $0.25 to
$0.50  per  share  were  issued  to  employees  and  non-employees  for services
rendered.

                                       22

<PAGE>