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, 2000

                                       OR

[_]      Transition report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

         for the transition period from __________ to __________

                         Commission File Number: 0-27627

                             WORLD DIAGNOSTICS, INC.
                             -----------------------
                 (Name of Small Business Issuer in Its Charter)

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

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

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

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

Title of Each Class:                             Name of Each Exchange on
                                                    which Registered:

Common Stock, $.001 par value                              None

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.
         Yes [X] No [_]

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

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

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

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

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

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



                             WORLD DIAGNOSTICS, INC.
                                      10KSB
                                TABLE OF CONTENTS



                                                                      Page No.


PART I.......................................................................4
   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.....................................................................14
   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........14
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......16
   ITEM 7.  FINANCIAL STATEMENTS............................................20
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            FINANCIAL DISCLOSURES...........................................20

PART III....................................................................21
   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT...............22
   ITEM 10. EXECUTIVE COMPENSATION..........................................25
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..26
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................28
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................28
   EXHIBIT INDEX............................................................28
   SIGNATURES...............................................................30




<PAGE>



                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

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

         The Company is a single source  supplier and exporter of  approximately
1,000  Company  branded  medical  diagnostic  test  kits and  allied  laboratory
products,  of which approximately 150 of these products represent  approximately
80% of the Company's  revenues.  The products are marketed through the Company's
website, www.GLOBALeMED.com (which is also accessible through its other Internet
addresses:   www.labtestkits.com   and   www.worlddiagnostics.com),    and   its
distributor network.

          The Company has developed and distributes, 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 allied  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  allied
laboratory  products  through its websites in  conjunction  with a network of 88
distributors  covering  63  countries.  The  Company's  GLOBALeMED  business  to
business  e-commerce  system  serves as the  Company's  e-commerce  solution for
medical  professionals  to purchase  medical  diagnostic  and allied  laboratory
products and access critical data and technology  support 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 received a US
Food  and Drug  Administration  ("FDA")  Good  Manufacturing  Practices  ("GMP")
license from the FDA which is used for  registering  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.

         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 June 2000,  the  Company  has  established  fifteen  such
localized websites. In South America, sites have been established for Argentina,
Chile, Colombia,  Uruguay and Venezuela.  In Europe, sites have been established
for Spain and Poland. In Eastern Europe, sites have been established for Romania
and the Czech  Republic.  In the  Caribbean,  sites  have been  established  for
Jamaica and Trinidad and Tobago.  In Africa and the Middle East, sites have been
established  for South  Africa and Egypt  which also  serves  Kuwait.  Localized
websites  currently in development  include  Belgium,  Holland,  United Kingdom,
Hungry, Algeria and South Korea.

         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  Latin-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  14% of the Company's
revenues in the fiscal year ended March 31, 2000 ("Fiscal Year 2000") and 21% of
its revenues in the fiscal year ended March 31, 1999 ("Fiscal  Year 1999").  The
Company's annual sales grew to $1,463,417 from approximately  $576,250 in Fiscal
Year 1999,  and gross profit margins grew to 26% in Fiscal Year 2000 from 21% in
Fiscal Year 1999.

         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 allied  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:

         o     Industry Focused Transactional Website

         o     Online Technical Support and Training Aids

         o     Multi-lingual/Multi-cultural Navigation

         o     Medical News and Information throughout the World

         o     Community of Professional Interests

         o     Global and Localized Website Orientation

         o     Links to Other Websites for Authoritative Data

         The Company's  transactional  website is secure, easy to use and highly
functional for ordering  product.  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 allied laboratory  products with the
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 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  is closely  monitored  in terms of  amounts,  types of
products,  inventory  requirements and timing of delivery.  The Company recently
installed a new accounting and management system plans to integrate  information
from its manufacturers and suppliers with its purchasing,  sales forecasting and
inventory  levels so as to provide prompt  delivery where such service  enhances
the Company's competitive position.

         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 build growth and recurring
revenues.

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

         o        World Diagnostics, WDI and GLOBALeMED

         o        "Smart Check" and "Smart Strip"  Products  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:

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

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

         o        Trade Shows and Special Events for Medical Professionals

         o        Direct Marketing  Initiatives and Special Promotions for Local
                  Groups

         o        Public Awareness  Campaigns with Government and Non-Government
                  Organizations

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

         o        Establishing  Marketing  Alliances  with Medical  Websites and
                  Businesses

         Market Overview

         The 1999 worldwide market for In Vitro Diagnostic ("IVD") test products
such as urine,  blood and  saliva is  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.
The moderately  developed and emerging  markets,  whose aggregate market size is
approximately $5 billion, has two components:  public and private sectors, about
$3.5 billion and $1.5 billion,  respectively. It is estimated that nearly 95% of
this market is derived  from imports  (Source:  U.S.  Department  of State 1999,
Theta  Corporation,  Diagnostic  Consulting Group,  Inc.).  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. These
markets also have significant  tuberculosis mortality rates and, of children who
die before their fifth birthday, 98% are in these emerging markets or developing
countries.

         Diagnostic product sales are driven by several factors, including:

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

         o        Recognition that diagnostic products afford early detection of
                  diseases or medical disorders.  o Prompt response to increases
                  in infectious  disease  disorders  through rapid diagnosis and
                  isolation of infectious individuals.

         o        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 approximately
90% 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 theses  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 allied
laboratory  products.  A portion of these products were developed by the Company
and are made to  specifications by various  manufacturers and suppliers.  Others
are made in generic form and packaged under the Company's  label.  The Company's
emphasis on rapid tests include  cardiac  markers such as Tropinin 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 infectious  disease
tests for Cholera, Tuberculosis, Dengue Fever, Rotovirus, Rubella and HCV.

         In June 1998, the Company  received  certification  for its whole blood
rapid HIV-1 and HIV-2 tests from the World Health  Organization  ("WHO") Special
Program for Sexually Transmitted Diseases,  which has been a leading product for
revenue growth in certain  countries.  These tests,  which have been designed by
the Company, are advanced technologies,  having a 100% positive predictor value.
The Company has uniquely  designed its HIV tests through genetic  engineering to
identify HIV 1 and HIV 2, sub type 0 and sub type C seroconverter blood markers,
which are critical for early  identification  and complete  screening  purposes.
Concurrently  with achieving WHO  certification,  the Company launched its first
proprietary   rapid  test   product   requiring  no   instrumentation   and  has
significantly expanded this product line.

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

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

         o     Quantitative Laboratory Tests
              Product  brand  name  "Smart  Check"  or "Smart  Strip"  for blood
              banking, hormones, cancer markers,  infectious diseases,  allergy,
              fertility, gastrointestinal, immune and other disorders.

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

         o     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  employs  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.

         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  developed 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 36 primary  manufacturers and suppliers.  The Company designs
its own format and instructs  manufacturers to produce products according to the
Company's  specifications.  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.

         The Company  maintains an FDA packaging,  quality  control and research
and development  laboratory of  approximately  1,200 square feet in Miami Lakes,
Florida.   Supplies  are  generally  various  laboratories  devoted  to  antigen
production,  tissue  culture,  immunochemistry,  and certain solid phase coating
process and  filling.  The  Company  uses  biological,  chemical  and  packaging
supplies and equipment  generally  available from multiple competing  suppliers.
The Company  requires  all  suppliers  to  manufacture  the Company  products in
compliance  with GMP regulations  governing the manufacture of medical  devices.
The Company complies with the process for a registered FDA facility and with the
State of Florida.

         It is the  Company's  responsibility  to  verify  that  each  component
purchased from various  suppliers and incorporated  into the Company products is
in conformity with FDA specifications. Dr Martin Muy, a genetic immunologist and
Vice President-Technical Affairs, oversees the Company's quality control lab and
conducts audits of the Company's suppliers and contract  manufacturers to verify
that Company specifications are met.

         Marketing and Distribution

         The  Company  intends  to utilize  its  product  positioning,  advanced
proprietary  technology and GLOBALeMED  e-commerce solution to meet the needs of
its  distributors.  The Company's  strategy is to transform its distributor base
into an effective network of localized representatives that expand the Company's
sales through  conventional  distribution methods and, at the same time, promote
and market the Company's  GLOBALeMED  system.  Distributors  typically  begin by
first  migrating  their  existing  customer base on to the company's  e-commerce
platform, and then to recruit new customers.  In addition,  distributors receive
commissions on all sales within its country,  whether derived  directly from its
customer  base or indirectly  from other  customers  buying  buying  through the
GLOBALeMED system.

         During Fiscal Year 2000 the Company's distributor customer base grew by
approximately  67% to75  distributors  serving  approximately 63 countries from,
approximately  45  distributors  in Fiscal Year 1999.  As of June 30, 2000,  the
number of distributors has increased to 88. The Company's non-distributor direct
end-user customer base grew 780% in Fiscal Year 2000, from 5 in Fiscal Year 1999
to 44 in Fiscal Year 2000, covering 17 countries. Since the establishment of the
Company's  website,  the Company has  generated  a  substantial  database of new
customer  leads,  of which the  majority  are  non-distributor  direct  end-user
customer  prospects that are screened and cultivated  through e-mail and fax. In
addition,  activity for the Company's  website has increased from  approximately
3,800viewed  visits per month in March 1999 to 17,000 viewed visits per month as
of March  2000.  The  average  length of time spent by a visitor to the site was
between 1 to 3 minutes in March  1999,  as  compared to 5 to 15 minutes in March
2000.

         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  country 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
Latin-America,  the Caribbean,  and Eastern Europe.  These regions accounted for
approximately 78% of the Company's Fiscal Year 2000 revenues and 91% of revenues
in Fiscal Year 1999.  Revenue from the European Common Market,  Asia, the Middle
East and Africa continues to grow,  having increased to 15% of total revenues in
Fiscal Year 2000, from 5% of total revenues in Fiscal Year 1999.

         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
twelve 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 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 recently  begun efforts to convert many of its accounts
to online  purchases  through its  GLOBALeMED  e-commerce  solution.  Management
expects this process to grow at different rates,  depending upon various factors
within each country.  Approximately  74% of sales are to distributors and 26% 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 seeks a 30% gross profit margin on sales to distributors
and 45% on sales to end-users.  The Company's single largest customer  accounted
for approximately 14% of the Company's Fiscal Year 2000 revenues.

         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 allied  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 currently:  (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.  There can be no  assurance  that a major US or European  company
with greater  resources  than the Company will not develope a business  which is
comparible to and/or competive with the Company.

         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.

         Government Regulation

         The Company  maintains an FDA certified  Good  Manufacturing  Practices
facility  and has FDA  approval for 464 of the  approximately  1000  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.

         Research and Development

         The Company  expended  approximately  $75,000 and $25,000 during Fiscal
Year 2000 and Fiscal  Year  1999,  respectively,  on  research  and  development
activities.  These costs are borne by the Company and are not borne  directly by
the  Company's  customers.  Typically,  the  product  life cycle for  diagnostic
products is between 18 and 36 months.  The Company's research and development is
limited to design  specifications  for its  various  contract  suppliers,  which
requires minimal capital  expenditures and personnel.  Accordingly,  the Company
does not conduct any primary product research and development, but works closely
with its suppliers to implement  appropriate  changes, as required.  The Company
does not consider these  expenditures to be significant,  nor does it anticipate
that they will become significant.

         Employees

         As of June 30,  2000 the  Company  had a total of 19  employees,  14 of
which were full-time employees and 5 of which were part-time employees.

ITEM 2.           DESCRIPTION OF PROPERTY.

         The  Company's   executive,   administrative,   technical  affairs  and
warehouse facilities are located in Miami Lakes, Florida, in approximately 3,500
square  feet of  general  use  space.  The lease  commenced  September  1998 and
provides for an initial term of 2 years at $3,400 per month.  There is an option
to renew and an option  to occupy  additional  space  within  the  complex.  The
Company is  negotiating a lease,  to commence on or about  October  2000,  for a
larger facility  consisting of 10,000 square feet in Miami Lakes,  Florida.  The
Company expects the term of the new lease to be for 10 years at $9,100 per month
base rent.

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


<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 reflect 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.



        1998                                   HIGH        LOW
                                             -------     -------

            Quarter Ending September 30        1.37         1.18
                                             -------     -------
            Quarter Ending December 31          3.25        1.37
                                             -------     -------

        1999

            Quarter Ending March 31             6.75        4.75
                                             -------     -------

            Quarter Ending June 30              8           6.37
                                             -------     -------

            Quarter Ending September 30         9.5         8
                                             -------     -------

            Quarter Ending December 31         10           9
                                             -------     -------

        2000

            Quarter Ending March 31            11.25        9.13
                                             -------     -------

            Quarter Ending June 30             11.50        1.75
                                             -------     -------


         The last reported  sales price of the common stock on June 30, 2000 was
$4.50 per share.  The number of disclosed record holders of the Company's common
stock was 71 on June 30, 2000.

         As of  June  30,  2000,  the  Company  is  authorized  to  issue  up to
10,000,000  shares of common stock par value $.001 per share, of which 4,313,827
shares are issued and  outstanding.  Of the  outstanding  shares,  2,673,827 are
restricted  securities  within the meaning of Rule 144 of the  Securities Act of
1933,  as amended (the  "Securities  Act").  As of March 31, 2000,  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
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.  The Company
has not declared any  dividends  and does not intend to declare any dividends in
the foreseeable future.

         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.

         The Transfer Agent for the Company's common stock is Manhattan Transfer
Registrar Co., 58 Dorchester Rd., Lake  Ronkonkoma  N.Y. 11779,  certificates to
P.O. Box 361 Holbrook, N.Y. 11741, Phone (516) 585-7341.

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

                           Forward-Looking Statements

         The statements  contained in this Annual Report on Form 10-KSB that are
not historical are forward-looking  statements within the meaning of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended.  The Company intends that all  forward-looking
statements be subject to the safe harbor  provisions  of the Private  Securities
Litigation Reform Act of 1995.  Forward-looking statements include statements in
which  words  such  as  "expect,"   "anticipate,"  "intend,"  "plan,  "believe,"
"estimate,"  "consider," or similar expressions are used. These  forward-looking
statements reflect the Company's views as of the date they are made with respect
to future events and financial performance.  For ward-looking statements are not
guarantees of future  performance.  They involve many risks,  uncertainties  and
assumptions  which  could  cause the  actual  results  of the  Company to differ
materially from any future results expressed or implied by such  forward-looking
statements.  Examples  of such  risks  and  uncertainties  include,  but are not
limited to:  obtaining  sufficient  financing to maintain the Company's  planned
operation,  the Company's ability to sustain and increase revenue, the continued
acceptance and growth of the internet, the changing of market conditions and the
other  risks  detailed  in  "Management's  Discussion  and  Analysis  or Plan of
Operation"  in this  Annual  Report on Form  10-KSB and  elsewhere  herein.  The
Company  does  not  have  any   intention  or   obligation   to  up-date   these
forward-looking statements.

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

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

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

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

         Region                             Year                   Year
                                           Ending                 Ending
                                           3/31/00               3/31/99
                                               (in thousands (000) )
         Domestic Sales                      $114                   $29
         Caribbean                           433                    341
         South America                       526                    129
         Eastern Europe                      135                    34
         Central America                      41                    15
         Pacific Rim                          92                    10
         Western Europe                       79                     2
         Middle East and Africa               43                    16

         Total Revenue                      1,463                   576


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

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

         Selling,  General  and  Administrative  Expense.  Selling,  general and
administrative  expense  increased  to  $1,280,598  for  Fiscal  Year  2000 from
$496,972 for Fiscal Year 1999, an increase of $783,626 or 158%.  During  October
1999, the Company commenced implementation of its GLOBALeMED e-commerce business
to business  website.  Expenditures in the  approximate  amount of $300,000 were
incurred in developing the site content,  building  individual country websites,
promotion,  advertising  and  consultants  fees to  develop  the  site.  Further
significant  expenditures,  in  excess  of 10% of  projected  Fiscal  Year  2001
revenues  are  expected  to be  incurred  in the  continued  development  of the
GLOBALeMED system. This includes  expenditures incurred in developing additional
country websites, as well as promotion,  marketing and advertising.  Payroll and
related tax expenses was $434,132 for Fiscal Year 2000,  an increase of $267,776
from the $166,356  incurred  during Fiscal Year 1999. The increased  expenditure
was due to additional  personnel  hired for  information  technology,  technical
support, sales and marketing as well as employee benefits. Professional fees and
consultants  paid  during  Fiscal  Year  2000  increased  by  $152,114  over the
comparable  amount in Fiscal  Year 1999.  The  increase  is as a result of costs
associated with the Company's  Registration  Statement filed in November 1999 as
well as costs associated with the development of the GLOBALeMED infrastructure.

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

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

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

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

         Liquidity and Capital Resources.

         Since beginning  operations in February 1997, the Company has continued
to sustain operating losses which have resulted in the use of its cash reserves.
The  Company  anticipates  that it will  continue  to incur net  losses  for the
foreseeable future until it is able to generate sufficient revenues from product
sales to sustain its operations and fund expenditures related to future growth.

         At March 31, 2000, the Company had cash and cash equivalents of $80,817
compared to $358,595 at March 31, 1999. The Company had negative working capital
of $672,194 and positive working capital of $135,744 at March 31, 2000 and March
31,  1999,  respectively.  The  Company  had  current  assets  of  $634,872  and
stockholders  deficit of $522,035 at March 31,  2000.  This  compares to current
assets of $489,190 and  stockholders  equity of $150,022 a year  earlier.  These
decreases are due primarily to  expenditures  incurred to fund the growth of the
Company.

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

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

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

         There  is no  assurance  that the  Company  will  generate  significant
revenue  or  achieve  profitability,  or  that  the  Company  will  not  require
additional  working  capital or other funds at a later date for the  maintenance
and  expansion  of  operations.  There  is no  assurance  the  Company  will  be
successful  in obtaining  additional  financing or that such  financing  will be
available,  nor if  such  financing  becomes  available  that it  would  be upon
acceptable terms to the Company.

         The report of the Company's  independent  certified  public accounts in
connection with its audited financial  statements as of March 31, 2000 and March
31,  1999 and for each of the two  years  then  ended  contains  an  explanatory
paragraph  indicating factors which create substantial doubt about the Company's
ability to continue as a going  concern.  These  factors  include  recurring net
losses since  inception and  uncertainty  surrounding  future  equity  financing
through  anticipated  offerings.  In June 2000, the Company  completed a private
placement of $500,000 of equity financing.  The Company's ability to continue as
a going concern is dependent upon obtaining adequate financial resources through
securities offering or otherwise. The Company believes that it can obtain equity
financing through a contemplated  offering.  However,  there can be no assurance
that such offering will be successful.

ITEM 7.           FINANCIAL STATEMENTS.

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

Index to Financial Statements and Schedules                           Pages

         Report of Independent Certified Public Accountants            F-1

         Consolidated Balance Sheet as of March 31, 2000               F-2

         Consolidated  Statements of Operations  for each of
         the two fiscal years ended March 31, 2000 and March
         31, 1999                                                      F-3

         Consolidated  Statements  of Cash Flows for each of
         the two fiscal years ended March 31, 2000 and March
         31, 1999                                                   F-4 - F5

         Consolidated  Statement of Shareholders Deficit for
         each of the two fiscal  years  ended March 31, 2000
         and March 31, 1999                                            F-6

         Notes to Consolidated Financial Statements                 F-7 - F-13

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

                          INDEPENDENT AUDITORS' REPORT

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

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

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

The  consolidated  financial  statements  referred  to above have been  prepared
assuming that World Diagnostics,  Inc. will continue as a going concern. As more
fully described in Note 3, the Company has incurred recurring  operating losses,
negative cash flows from operating activities, and has negative working capital.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans as to these matters are also described in
Note 3. The accompanying  consolidated  financial  statements do not include any
adjustments  to reflect the possible  future effects on the  recoverability  and
classification  of assets or the amounts and  classification of liabilities that
might result from the outcome of this uncertainty.




                                                    CERTIFIED PUBLIC ACCOUNTANTS



                                      F-1
<PAGE>


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

<TABLE>
<CAPTION>

                                       ASSETS

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

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

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

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

                       LIABILITIES AND SHAREHOLDERS' DEFICIT

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

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

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

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

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

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

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




            Read Auditors' Report and Notes to Financial Statements


                                      F-2
<PAGE>

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


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

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

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

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

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

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

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

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

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






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

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

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






            Read Auditors' Report and Notes to Financial Statements


                                      F-3
<PAGE>


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



<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

continued


                                      F-4
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                                    CONSOLIDATED (2000) STATEMENTS OF CASH FLOWS
                                             Years Ended March 31, 2000 and 1999




continued
<TABLE>
<CAPTION>

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

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

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

  Supplemental disclosure of non-cash investing and
    financing activities:

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

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

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

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

</TABLE>








            Read Auditors' Report and Notes to Financial Statements

                                      F-5
<PAGE>
                                          WORLD DIAGNOSTICS, INC. AND SUBSIDIARY
                         CONSOLIDATED (2000) STATEMENTS OF SHAREHOLDERS' DEFICIT
                                             Years Ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                    Common Stock     Common
                                                 ---------------     Stock     Additional
                                                 Number of         Subscription Paid-In     Unearned    Accumulated
                                                  Shares    Amount  Receivable  Capital   Compensation    Deficit         Total
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>     <C>       <C>           <C>        <C>           <C>
Balance, March 31, 1998 .......................  2,580,000  $2,580  $(2,580)  $    20,576   $   --     $  (122,042)  $  (101,466)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      F-6
<PAGE>

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



1.       NATURE OF OPERATIONS

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

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


2.       SIGNIFICANT ACCOUNTING POLICIES

         Principles of  Consolidation.  The  consolidated  financial  statements
         include the  accounts of the Company and its  wholly-owned  subsidiary.
         All  significant   inter-company   balances  have  been  eliminated  in
         consolidation.

         Cash  and  Cash  Equivalents.   The  Company  considers  highly  liquid
         investments  with original  maturities of three months or less from the
         dates of purchase to be cash equivalents.

         Inventory. Inventory is stated at the lower of cost or market using the
         average cost method.  As of March 31, 2000 and 1999,  substantially all
         inventories  represent  finished  goods  held  for  sale.  The  Company
         recorded a  provision  of  approximately  $19,000  for both years ended
         March 31, 2000 and 1999, to reduce the carrying amount of the inventory
         to its net realizable value.

         Property and  Equipment.  Property and equipment are stated at cost and
         depreciated  using the  straight-line  method over the estimated useful
         lives of the assets.

         Long-Lived Assets. The Company reviews long-lived assets for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of an asset may not be recoverable.

2.       SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         Use of Estimates. The preparation of financial statements in conformity
         with generally accepted  accounting  principles  requires management to
         make  estimates and  assumptions  that affect the amounts of assets and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial statements and the reported amounts of income and
         expenses during the reported  period.  Actual results could differ from
         those estimates.

         Fair Value of Financial  Instruments.  The carrying  amount of accounts
         receivable,  accounts  payable and accrued  expenses  approximate  fair
         value  because of their short  duration.  The  carrying  amount of debt
         approximates  fair value because the interest  rates are similar to the
         interest rates currently available to the Company.


                                      F-7
<PAGE>

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

         Revenue Recognition. Revenue is recognized when the product is shipped.

         Research and  Development  Costs.  Research and  development  costs are
         charged to expense when incurred.

         Earnings  Per Share.  Basic  earnings per share is computed by dividing
         income available to common shareholders by the weighted-average  number
         of common shares for the period.  The  computation of diluted  earnings
         per share is  similar to basic  earnings  per  share,  except  that the
         denominator  is  increased to include the number of  additional  common
         shares that would have been  outstanding  if the  potentially  dilutive
         common shares, such as options,  had been issued.  Diluted earnings per
         share are not presented because the effects would be anti-dilutive.


2.       SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

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

         Technology  and  Content.   Technology  and  content  expenses  consist
         principally of payroll and related expenses for development, editorial,
         systems, consultants and costs of acquired content.

         Technology  and content  costs are  generally  expensed as incurred and
         included in selling,  general and administrative  expenses,  except for
         certain costs  relating to the  development of  internal-use  software,
         including  those  relating  to  the  Company's  Web  sites,   that  are
         capitalized and depreciated over estimated useful lives.


3.       GOING CONCERN - UNCERTAINTY

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

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

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

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


                                      F-8
<PAGE>
4.       FIXED ASSETS

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

                        [OBJECT OMITTED]

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


5.       NOTES PAYABLE

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

                  [OBJECT OMITTED]

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

6.       COMMON STOCK

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

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

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

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



                                      F-9
<PAGE>
6.       COMMON STOCK (Cont'd)

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

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

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

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


                                      F-10
<PAGE>

6.       COMMON STOCK (Cont'd)

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

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

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

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

6.       COMMON STOCK (Cont'd)

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

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


                                      F-11
<PAGE>

7.       LEASES

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

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

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


8.       DEFERRED INCOME TAXES

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

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



8.       DEFERRED INCOME TAXES (Cont'd)

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

                  [OBJECT OMITTED]

9.       CONCENTRATION OF CREDIT RISK

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

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

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

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


                                      F-12
<PAGE>

9.       CONCENTRATION OF CREDIT RISK (Cont'd)

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

10.      SUBSEQUENT EVENTS

         The Company  completed a private  placement of $500,000,  consisting of
         71,440 shares of the  Company's  common stock priced at $7.00 per share
         and warrants,  exercisable at $7.00 per share or exchangeable,  without
         additional cash consideration,  but subject to certain restrictions and
         lock-up  provisions,  for an additional  71,440 shares of the Company's
         common stock.

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

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


                                       F-13
<PAGE>

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

         On June 15, 2000, the Company  dismissed its  independent  accountants,
PricewaterhouseCoopers  LLP, and retained Gerson, Preston & Company, P.A. as the
Company's new independent  accountants.  The decision to change  accountants was
not   as   a   result   of   any   disagreement    between   the   Company   and
PricewaterhouseCoopers  LLP.  The decision was made by the Chairman of the Board
and President of the Company, and ratified by the Company's Board of Directors.

         PricewaterhouseCoopers LLP audited the Company's consolidated financial
statements for the fiscal years ended March 31, 1999 and 1998.  Their reports on
such consolidated  financial  statements did not contain an adverse opinion or a
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit   scope   or   accounting   principle,   except   that  the   reports   of
PricewaterhouseCoopers  LLP for the fiscal  years  ended March 31, 1999 and 1998
contained an emphasis of matter paragraph  relating to the Company's  ability to
continue as a "going concern."

         In connection with its audits of the Company's financial  statements as
of March 31,  1999 and for each of the two years in the period  ended  March 31,
1999 and through June 15, 2000, there were no  disagreements  with the Company's
former  accountants  on  any  matter  of  accounting  principles  or  practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not resolved to the  satisfaction of the former  accountants,
would  have  caused  them to make a  reference  to the  subject  matter  of such
disagreements in connection with their reports.

         During  each of the two fiscal  years ended March 31, 1999 and 1998 and
through  June 15,  2000,  there have been no  reportable  events (as  defined in
Regulation S-K Item 304(a)(1)(v)).

         The Company's  former  accountants  have been  requested to furnish the
Company with a letter,  addressed  to the  Securities  and Exchange  Commission,
stating  whether the former  accountants  agree or disagree with the  statements
made by the Company concerning  PricewaterhouseCoopers  LLP. The letter from the
former accountants will be filed as Exhibit to an amendment to the Company's 8-K
filed on June 27, 2000, when received by the Company.

         During the  Company's  fiscal  years  ended March 31, 1999 and 1998 and
through  June 15,  2000,  neither  the  Company  nor  anyone on its  behalf  has
consulted  the  Company's  newly  engaged   accountants   regarding  either  the
application  of  accounting  principles  to  a  specific  transaction,   whether
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Company's financial statements,  and neither a written report or oral advice
was provided that the Company  concluded was an important  factor  considered by
the Company in reaching a decision as to the  accounting,  auditing or financial
reporting  issue.  During  such  period,  neither  the Company nor anyone on its
behalf  consulted its new  accountants on any matter that was either the subject
of a  disagreement  or a reportable  event as defined in Item 304 of  Regulation
S-K.


                                    PART III

         In late June 2000 the Company became aware of a technical defect in its
Certificate  of  Incorporation  and By-laws  which did not affect the  Company's
status as a corporate entity under the of Delaware General  Corporation Law (the
"DGCL"), but which required remedy by the Company. In February 1997, the Company
was organized as a "close  corporation" under the DGCL. A close corporation is a
corporation which elects, under Section 342 of the DGCL, among other things, to:
be managed by its  shareholders,  and not by a board of directors;  restrict the
transfer of its stock;  and restrict the  ownership of its stock to no more than
thirty  stockholder.  In the second  quarter of 1999 the  Company  took  action,
including the issuance of shares of common stock to more than thirty  holders of
record, which revoked its status as a close corporation.  Upon revocation of its
close  corporation  status the Company became a "regular"  corporation under the
DGCL managed by its Board of Directors,  however,  the Company did not amend its
Certificate of Incorporation and By-laws at that time. Accordingly,  the Company
intends to amend and restate its  Certificate of  Incorporation  and By-laws and
ratify the election of its current  Board of  Directors,  On July 11,  2000,  in
connection with such action, the Company filed an Information Statement with the
Securities and Exchange Commission pursuant to Section 14(c) of the Exchange Act
and Rule 14c-2 thereunder.


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, 2000 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:
<TABLE>
<CAPTION>

                     NAME                       AGE                                  POSITION

<S>                                             <C>          <C>
Ken M. Peters                                   52           President, Chief Executive Officer and Director
Barry Peters                                    59           Chairman, Treasurer and Director
Paul R. Kamps                                   36           Vice President - Finance and Administration
Kenneth Lambley                                 60           Vice President - Sales and Marketing
Martin Muy, Ph.D.                               40           Vice President - Technical Affairs
Maureen Besson                                  36           Vice President - Operations and Secretary
Robert C. Mendes                                32           Director of Information Technology
Trevor Campbell, MT, FMT                        54           Director
Michael Kondracki                               39           Director
Richard P. Humbert                              56           Director
Orna L. Shulman                                 41           Director
</TABLE>


         Ken  Peters,  Kenneth  Lambley,  Martin  Muy and Trevor  Campbell  were
elected to their  positions as officers and directors of the Company in February
1998; Maureen Besson was elected Secretary in February 1998 and Vice President -
Operations  in October 1999;  Barry Peters was elected  Chairman of the Board in
October  1998;  Michael  Kondracki  was elected as a director in November  1998;
Richard P.  Humbert  was elected as a director  in May 2000;  Robert  Mendes was
appointed  Director of  Information  Technology  in May 2000;  Paul R. Kamps was
elected Vice  President - Finance and  Administration  in June 2000; and Orna L.
Shulman was elected as a director in June 2000.

         KEN M.  PETERS is  President,  Chief  Executive  Officer and founder of
World  Diagnostics,  Inc. From  September  1995 to August 1996 Mr. Peters was an
independent  consultant  specializing  in health  care and  biotechnology.  From
September  1996 to  January  1998 Mr.  Peters  was Vice  President  of Sales and
Marketing  for  Biodiagnostica,  Inc.  From 1984 to 1994 Mr.  Peters held senior
international marketing positions with Pharmacia, AG, American Monitor Corp. and
Flow  Laboratories,   Inc.  Mr.  Peters  has  extensive  experience  spanning  a
twenty-five  year  period  in  sales  and  marketing  of  diagnostic   products,
particularly in the international marketplace. From 1979 to 1982, Mr. Peters was
the General Manager of Abbott  Diagnostics,  a division of Abbott  Laboratories,
Inc., for the Caribbean,  Central and South America. Mr. Peters was instrumental
in assisting the launch of several  start-up  ventures in the biotech  industry,
including  Genus  Diagnostics,  Inc. and BioAssay  Systems Corp.  Ken Peters has
received numerous awards from the Biomedical Marketing  Association,  and he has
been  recognized for  outstanding  achievements  by Who's Who in American Health
Care Marketing.  Mr. Peters has published  several articles in national journals
concerning  technology,  healthcare  and  marketing,  and he has been  quoted in
national  periodicals,  such as the  Wall  Street  Journal,  Clinical  Chemistry
Systems and others.  He has spent  numerous  years  traveling  throughout  South
America  and Europe  speaks  Spanish  fluently.  Mr.  Peters  received a M.A. in
Economics  from the  University  of New Mexico in 1972 and  received his B.A. in
Business and Economics  from the City  University  of New York in 1969.  Mr. Ken
Peters, President of the Company and Mr. Barry Peters, Chairman, are brothers.

         BARRY  PETERS has served as the  Chairman  of the Board of the  Company
since October 1998. Since 1997 he has also served as the Chief Executive Officer
of MediaVest,  Inc., a private-investment firm. From 1995 to 1997 Mr. Peters was
Chairman and Chief Executive Officer of All-Comm Media  Corporation.  Mr. Peters
has over 25 years experience in corporate  development,  management and finance.
He is Chairman of the Board of Appian Graphics,  Inc., a company specializing in
multi-monitor computer displays. He is the founder and former Chairman and Chief
Executive Officer of All-Comm Media Corporation (Nasdaq), a direct marketing and
Internet  marketing  services  company (now  Marketing  Services  Group,  Inc.).
Previously,  Mr. Peters was  instrumental in sponsoring  management  buyouts and
providing  early stage  financing for companies  that included:  Metpath,  Inc.,
Integrated  Resources,  Inc.,  ESB Ray-O-Vac  Corp.,  Aydin  Corporation,  Exide
Corporation,  Avco/Embassy Pictures Corp., Time/Warner, ITT Corporation,  Allied
Signal Companies,  Inc.,  Borg-Warner  Corporation and F. Schumacher & Co., Inc.
Mr. Peters began his career as a Staff  Financial  Analyst for RCA  Corporation.
Mr. Peters received a MBA in Finance from the Baruch School of Business in 1969,
and his BA in Economics from Hofstra  University in 1968,  graduating  magna cum
laude. Mr. Peters is the brother of Ken Peters, President of the Company.

         PAUL R.  KAMPS  joined  the  Company as Vice  President  - Finance  and
Administration in June 2000. Mr. Kamps is a CPA and Chartered  Accountant,  with
over 13 years of  financial  and  operating  experience  at small  and mid sized
companies,  with particular emphasis in the international arena. From March 1999
to May 2000 Mr.  Kamps  was  employed  by E-Z  Serve  Convenience  Stores  as an
independent  financial  consultant.  From October  1998 to February  1999 he was
employed by LKQ Corporation as Controller, as Controller.  From November 1996 to
September 1998 he was employed by Proven Edge, Inc. as Controller, and from July
1995 to October  1996 Mr.  Kamps was  employed by Medical  Resources,  Inc. as a
Accounting Manager. Mr. Kamps received his Bachelor of Accounting Science,  with
honors in 1989, from the University of South Africa, Johannesburg, South Africa,
and his  Bachelor  of  Commerce in 1987 from the  University  of  Witwatersrand,
Johannesburg, South Africa.

         KENNETH LAMBLEY has served as the Vice President-Sales and Marketing of
the Company since  December  1998.  Prior to joining the Company Mr. Lambley was
employed by Seradyn  Diagnostics,  Inc.  from January  1968 to December  1998 in
various executive  capacities.  At Seradyn,  Mr. Lambley was employed in various
positions  beginning in sales,  through marketing to a position as international
sales  director for Seradyn  Diagnostics a subdivision of Dow Chemical which was
later   acquired   by   Mitsubishi.   During   his   thirty-year   career,   his
responsibilities included sales and marketing management for both diagnostic and
pharmaceutical products that included direct sales to regional management of the
sales force and to distribution management, including International. Mr. Lambley
received  his  undergraduate  diploma  from  Nottingham  College,  in the United
Kingdom in 1963 and received his graduate degree in  international  marketing in
1965;  he studied  pharmacy in the Royal Army  Medical  Corps from 1963  through
1966.

         MARTIN MUY, PH.D. has served as the Vice President-Technical Affairs of
the  Company  since  April  1999.  Dr. Muy has over eight  years  experience  in
developing  genetically  engineered  diagnostic  research and health  technology
products  concerning  microbiology and immunology,  and immunology assays.  From
June 1998 until 1999 Dr. Muy was employed as Senior Product  Development Manager
for PharmaCorp (USA and Mexico), where he worked on commercialization of various
technologies.  From  September  1995 to June 19987 Dr.  Muy was a  post-doctoral
student  of  the  University  of   Massachusetts   and  Oregon  Health  Sciences
University.  Dr. Muy was also employed as Senior Product Development Manager for
PharmaCorp  (USA and Mexico),  where he worked on  commercialization  of various
technologies.  In addition, Dr. Muy has been engaged by such companies BPL (UK),
Schering Plough (USA), Ortman Biomedics (Switzerland) and Epitope (USA). Dr. Muy
also has been employed at various Research Centers  performing work,  including:
Earles  A.  Chiles  Institute  Providence  Medical  Center;  The  Department  of
Infectious Diseases at the University of Massachusetts Medical Center and Oregon
Health Sciences University. Dr. Muy received his Ph.D. in Biologic Sciences from
Mexico  University  in 1989,  and his B.S.  in 1985.  Dr.  Muy  completed  three
post-doctoral programs at the University of Oregon from 1991 through 1997.

         MAUREEN  BESSON has served as Vice President - Operations and Secretary
since  June  1998.  Ms.  Besson  has over ten  years  experience  in  operations
management commencing with the Intercontinental Hotel chain in Caracas Venezuela
from 1987 until 1992.  From 1992 to 1994 Ms.  Besson was occupied full time with
her  family  in  Caracas.  From 1994 to 1997 Ms.  Besson  was in charge of asset
management for export  products to South and Central America for Bio Diagnostica
Inc. Ms. Besson was first employed by the Company as Administrative Assistant to
the  President in February  1997.  Ms.  Besson  attended  preparatory  school in
Syracuse New York and completed her studies in business management abroad at the
University of Nuevas Profesiones in Venezuela in 1987.

         ROBERT  C.  MENDES  joined  the  Company  as  Director  of  Information
Technology in March 2000. Prior to joining the Company,  Mr. Mendes was employed
by Blue Cross & Blue Shield of Florida  since 1989.  Mr. Mendes  graduated  from
Barry  University in 1989 with a Bachelor's  degree in Computer Data  Processing
before  working  for Blue Cross & Blue  Shield of  Florida,  where he began as a
Hardware/Software  Support  Specialist and later as Senior Systems  Analyst upon
his  departure.  In 1997  he was  certified  as a  Microsoft  Certified  Systems
Engineer, and as of January, 2000, became a Microsoft Certified Trainer.

         TREVOR  CAMPBELL has served as a director of the Company since February
1997. Since 1983 Mr. Campbell has been the owner and been President of Microlabs
Inc., Jamaica's largest private reference  laboratory,  which has 14 independent
laboratories in Jamaica.  From 1981 to 1982 Mr. Campbell served as the President
of CASMET,  the Caribbean Society of Medical  Technologists.  From 1977 to 1982,
Mr. Campbell was the sales liaison for Abbott Diagnostics Jamaican  distribution
business in Jamaica.  Mr. Campbell  received a diploma in Medical  Technology in
June 1967 at the Public  Health  Service for Jamaica.  Subsequently,  he studied
business  administration  at the  University  of the West Indies,  followed by a
two-year  fellowship at the World Trade Institute in New York as a US AID Fellow
studying International Marketing.

         MICHAEL G.S.  KONDRACKI  has served as a director of the Company  since
November  1998.  Mr.  Kondracki is a Director in Deutsche  Bank Alex Brown,  the
Investment  Banking Unit of Deutsche  Bank AG. He has been with  Deutsche  since
1996, and currently is based in Buenos Aires,  Argentina where he is responsible
for  originating and executing  structured and project  financings for oil, gas,
power, mining,  infrastructure and  telecommunications  companies throughout the
MercoSur.  Prior to joining  Deutsche,  Mr.  Kondracki  was a Vice  President at
Prudential  Securities  Incorporated where he originated and executed investment
banking  transactions  for North and South American  emerging growth  companies.
From  1984 to 1990,  Mr.  Kondracki  held  various  positions  at  Citibank  and
Manufacturers  Hanover  and  he  was  also a  Consultant  to the  Inter-American
Development  Bank. He continues to serve as a Consultant to the U.S.  Department
of State.  Mr.  Kondracki  graduated  from the  University of Scranton magna cum
laude in 1982,  completed a Fulbright  Scholarship  in Peru in 1983 and received
his MBA from the Stern School of Business at New York  University  in 1991.  Mr.
Kondracki is fluent in Spanish and conversant in Portuguese.

         RICHARD P.  HUMBERT has served as a director  of the Company  since May
2000. Mr. Humbert has 20 years experience in computer technology and information
systems.  Mr.  Humbert has been the  Director of  Information  Technologies  for
Panavision,  the world's  largest  supplier of movie cameras and  cinematography
equipment  since July 1997. From August 1995 to June 1997 he was Director of MIS
for All-Comm Media Corporation. Prior thereto, he was President of MicroSystems,
Inc., a Washington  D.C.  based  computer  software  engineering  and consulting
company. Mr. Humbert attended Cornell University and subsequently, after serving
in the United States Marine  Corps,  received a B.A.  degree in English from the
University of Maryland.

         ORNA L.  SHULMAN  has served as a director  of the  Company  since June
2000. Ms. Shulman has been the Chief Operation Officer of Intertech Corporation,
an international  private  investment  firm, based in New York City,  overseeing
investments  in real  estate,  manufacturing  and for  emerging  technology  and
biotechnology companies in the United States and Israel, since 1989. Ms. Shulman
serves on the Board of Directors of the Times Square B.I.D.;  Women's Leadership
Board of the John F. Kennedy School of Government, Harvard University; member of
the Advisory  Board,  Real Estate  Center,  the Wharton  School,  University  of
Pennsylvania.  She is also  Trustee of the  Washington  Institute  for Near East
Policy,  and is a Board member of the  Association of Foreign  Investors in Real
Estate.  Ms. Shulman holds a J.D.  degree from Washington  University  School of
Law, the American  University,  and a Bachelors  degree,  cum laude,  from Tufts
University.

         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.

         Ken Peters,  the President and Chief Executive  Officer of the Company,
received  a salary of $58,000  and a bonus of $10,000 in Fiscal  Year 2000 and a
salary  of  $58,000  and a bonus of  $5,000 in Fiscal  Year  1999.  The  Company
maintains a $2 million  keyman life  insurance  policy on Mr. Peters under which
the Company is the  beneficiary.  No person  received  compensation in excess of
$100,000  per  annum for  Fiscal  Year 2000 or Fiscal  Year  1999.  The  Company
compensates  its directors  $1,500  annually to attend board  meetings and, from
time to time,  grants  directors  warrants to purchase  shares of the  Company's
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 information relates to those persons who are known to the
Company to be the  beneficial  owners of five  percent or more of the  Company's
voting common stock.



                                               AMOUNT AND     PERCENT OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER        NATURE OF OWNER      (4,313,827)
   Ken Peters
   11269 NW 15th Place
   Pembroke Pines, FL 33026                      953,450             22.10%

   Barry Peters
   680 Harbor Street
   Venice, CA 90291                              952,640(1)          22.08%

         (1) Beneficially  owned by Barry Peters as follows:  249,640 shares are
held by  MediaVest,  Inc.,  a Delaware  corporation  wholly  owned by the Peters
Family Trust,  and 703,000 shares are held by the Peters Family Trust,  of which
Barry Peters is a trustee.

         The following table has been completed for each of the shares of common
stock beneficially owned by directors,  nominees,  and executive officers of the
Company and all officers and directors as a group.

<TABLE>
<CAPTION>

         NAME AND ADDRESS OF                         AMOUNT AND                PERCENT OF CLASS
          BENEFICIAL OWNER                        NATURE OF OWNER                 (4,313,827)
------------------------------------    -----------------------------------   --------------------
------------------------------------    -----------------------------------   --------------------

<S>                                                  <C>                            <C>
  Ken Peters                                         953,450                        22.10%
  11269 NW 15th Place
  Pembroke Pines, FL 33026

  Barry Peters                                       952,640 (1)                    22.08%
  680 Harbor Street
  Venice, CA 90291

  MediaVest, Inc.                                    249,640 (2)
  10801 National Blvd.
  Suite 600                                                                          5.79%
  Los Angeles, CA 90064

  Peters Family Trust                                703,000 (3)                    16.31%
  680 Harbor Street
  Suite 600
  Los Angeles, CA 90064

  Trevor Campbell                                     15,000                             *
  6163 NW 182nd Terrace
  Miami, FL 33015

  Kenneth Lambley                                      2,500                             *
  6489 Hunters Green Court
  Indianapolis, IN 46276

  Martin Muy                                          25,000 (4)                         *
  7489 Fairway Dr., Apt #403
  Miami Lakes, FL 33014

  Michael Kondracki                                   10,700                             *
  Deutche Bank Securities
  Argentine Pouch - 9th Floor
  31 West 52nd Street
  New York, NY 10019

  Richard P. Humbert                                  10,000 (5)                         *
  818-3010 Beach Street
  Venice, CA  90291

  Orna L. Shulman                                     50,000 (6)                         *

  Intertech Corporation
  1500 Broadway
  New York, NY  10036

  Paul R. Kamps                                       10,000                             *
  7389 Fairway Drive, #149
  Miami Lakes, FL 33014

  Robert C. Mendes                                    10,000                             *
  1315 SW 99th Court
  Miami, FL 33174

  All  Officers, Directors                         2,039,290 (7)                    47.27%
  and Management as a group (10 Persons)

         --------------------
<FN>

         (1)      Of the  952,640  shares  beneficially  owned by Barry  Peters,
                  249,640 are held by  MediaVest,  Inc., a Delaware  corporation
                  wholly owned by the Peters Family Trust,  and 703,000 are held
                  by the  Peters  Family  Trust,  of  which  Barry  Peters  is a
                  trustee.

         (2)      Shares of MediaVest,  Inc. are included as beneficially  owned
                  by Barry Peters.

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

         (4)      Includes  10,000 shares of Common Stock issuable upon exercise
                  of options to  purchase  10,000  shares of Common  Stock on or
                  before April 2002.

         (5)      Includes  10,000 shares of Common Stock issuable upon exercise
                  of warrants to be issued to Mr.  Humbert  exercisable  through
                  June 2003.

         (6)      Includes  50,000 shares of Common Stock issuable upon exercise
                  of warrants to be issued to Ms.  Shulman  exercisable  through
                  June 2003.

         (7)      Without   duplication   of  the   952,640   shares   shown  as
                  beneficially owned by Barry Peters.

         *        Less than 2%
</FN>
</TABLE>


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In May 1998, the Company  entered into a $150,000  promissory note (the
"Note") with MediaVest, Inc., a Delaware corporation  ("MediaVest"),  controlled
by Barry Peters who is Chairman of the Board of the Company,  and other  lenders
under the Note.  MediaVest  participated  in $50,000 of the $150,000 loan to the
Company.  The Note bore  interest  at 10% per annum and had a  maturity  date of
August 24, 1998. The Company repaid $17,500 of the Note in December 1998 through
the issuance of 29,237  shares of common stock.  MediaVest  and the  participant
lenders  extended  repayment of the Note until February 24, 1999 and forgave all
interest  through that date,  in exchange for which the Company  issued  200,000
shares of common  stock at $.125 per  share to be  allocated  among the  lenders
under the Note. In April 1999, the Company paid the  outstanding  balance of the
Note  through  the  issuance  of 101,090  shares of common  stock and payment of
$45,000.  The fair market  value of the common  stock was $7.00 per share at the
dates of  extinguishments.  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 common stock at the
dates  of  extinguishments  by 25%.  During  Fiscal  Year  1999  MediaVest  made
short-term  non  interest  bearing  loans to the  Company  in the  aggregate  of
$75,000, all of which were repaid in November 1999.

         During  Fiscal  Year  1999 and  Fiscal  Year  2000  one of the  largest
customers  of  the  Company  was  Microlabs,   Inc.  Microlabs,  Inc.  purchases
represented  approximately  21% of  revenues  for  Fiscal  Year  1999 and 8% of
revenues for Fiscal Year 2000. Trevor Campbell,  one of the Company's  directors
is the President and owner of Microlabs, Inc.

         There are no other material transactions between the Company and any of
its affiliates except as set forth herein.

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

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

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

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

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

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

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

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

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

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

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

         11.0     Statement  Re:  Computation  Of  Per  Share  Earnings:   Filed
                  Herewith.

         16.0     Letter On Change In Certifying Accountants,  to be filed as an
                  Exhibit to an amendment to the Company's 8-K filed on June 27,
                  2000, when received by the Company

         21.0     Subsidiaries Of The Registrant: Filed Herewith

         23.0     Consent of Gerson, Preston & Company, P.A.: Filed herewith

         27.      Financial Data Schedule:  Filed herewith

(B)      Reports On Form 8-K

         No reports on Form 8-K were filed  during the  quarter  ended March 31,
2000.


<PAGE>




SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                 WORLD DIAGNOSTICS, INC.


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


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


         Signatures and Title                                 Date


          /s/ Paul R. Kamps                                   July 14, 2000
         -----------------------------------
         Paul R. Kamps, Vice President-
         Finance and Administration


         /s/ Barry Peters                                     July 14, 2000
         ---------------------------
         Barry Peters, Director


         /s/ Trevor Campbell                                  July 14, 2000
         -----------------------------------
         Trevor Campbell, Director


         /s Richard P Humbert                                 July 14, 2000
         -----------------------------------
         Richard P. Humbert, Director