UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2000
[_] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ______________
Commission File Number: 0-27627
WORLD DIAGNOSTICS, INC.
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(Exact name of Small Business Issuer as Specified in its Charter)
DELAWARE 65-0742342
----------------------------- ---------------------------
(State or other jurisdiction (IRS Identification Number)
of incorporation)
15271 N.W. 60th Avenue, Suite 201, Miami Lakes, Florida 33014
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(Address of Principal Executive Offices)
(305) 827-3304
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report)
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) or the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as the latest practicable date:
As of July 31, 2000, 4,580,265 shares of the Registrant's common stock, par
value $.001 per share, were outstanding.
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<PAGE>
WORLD DIAGNOSTICS, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Part II. Other Information
Item 1 Legal Proceedings
Item 2 Changes in Securities and Use of Proceeds
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
World Diagnostics Inc and Subsidiary
Consolidated Balance Sheet
at June 30, 2000
(unaudited)
<S> <C>
Assets
Current Assets
Cash and cash equivalents $ 202,900
Accounts Receivable, less an allowance of $71,609 555,273
Inventory, net of reserve of $19,066 229,457
Other current assets 48,139
--------------
Total current assets 1,035,769
Fixed assets, net of accumulated depreciation 165,490
Other assets 7,120
--------------
Total assets $1,208,379
==============
Liabilities and Shareholders Equity
Current Liabilities
Accounts payable and accrued expenses $848,337
Notes payable 260,000
Current portion of obligations under capital leases 14,067
--------------
Total current liabilities 1,122,404
Obligations under capital leases, net of current portion 25,837
--------------
Total Liabilities 1,148,241
Shareholders Equity
Common stock; $0.001 par value; 10,000,000 shares authorized
4,580,265 shares issued and outstanding 4,580
Additional paid in capital 3,039,697
Accumulated deficit (2,984,139)
--------------
Total Shareholders equity 60,138
--------------
Total Liabilities and Shareholders equity $1,208,379
==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
World Diagnostics Inc and Subsidiary 8/14/00 14:36
Consolidated Statements of Operations
Three Months ended June 30, 2000 and 1999
(unaudited)
Three Months Ended June 30
2000 1999
------------ -------------
<S> <C> <C>
Revenues $ 602,512 $ 240,044
Cost of goods sold 475,474 195,215
------------ -------------
Gross profit 127,038 44,829
Selling, general and administrative expenses 361,912 277,803
------------ -------------
Loss from operations before interest (234,874) (232,974)
Interest expense (11,510) (728)
------------ -------------
Loss from operations before extraordinary item (246,384) (233,702)
Extraordinary loss on extinguishment of debt (89,415) (493,938)
------------ -------------
Net Loss $(335,799) $ (727,640)
============ =============
Basic and dilutive common loss per share:
Loss from operations before extraordinary item (0.06) (0.06)
Extraordinary item (0.02) (0.12)
------------ -------------
Basic and dilutive common loss per share: (0.08) (0.18)
------------ -------------
Weighted average number of common shares outstanding 4,297,318 3,982,404
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
World Diagnostics Inc and Subsidiary 8/14/00 14:36
Consolidated Statements of Cash Flows
Three Months ended June 30, 2000 and 1999
(unaudited)
Three Months Ended June 30
2000 1999
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net Loss $ (335,799) $ (727,640)
Adjustment to reconcile net loss to net cash used
in operating activities:
Extraordinary loss on extinguishment of debt 89,415 493,938
Common stock issued in lieu of compensation 47,160 92,046
Depreciation and amortization 6,236 5,443
Changes in operating assets and liabilities:
Accounts receivable (164,324) (47,868)
Inventory (101,728) (493)
Other current assets (12,762) (3,130)
Other assets (157) (1,004)
Accounts payable and accrued expenses 236,742 (14,096)
--------------- ---------------
Net cash (used) in operating activities (235,217) (202,804)
--------------- ---------------
Investing activities
--------------- ---------------
Purchase of fixed assets (302) (34,844)
--------------- ---------------
Financing activities
Net proceeds from private placement 485,000 -
Payments under capital lease obligations (2,398) 32,029
Payment of notes payable (125,000) (45,000)
--------------- ---------------
Net cash provided by / (used in)
financing activities 357,602 (12,971)
--------------- ---------------
Net increase / (decrease) in cash
and cash equivalents 122,083 (250,619)
Cash and cash equivalents, beginning of year 80,817 358,595
--------------- ---------------
Cash and cash equivalents, end of year $ 202,900 $ 107,976
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
World Diagnostics Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements of World
Diagnostics Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial reporting and the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all
normal and recurring adjustments considered necessary to present a fair
statement of results of operations and cash flows for the interim periods ended
June 30, 2000 and 1999 and the financial position as of June 30, 2000. The
financial statements should be read in conjunction with more complete
disclosures contained in the Company's annual report on Form 10-KSB for the year
ended March 31, 2000. The results of operations for interim periods are not
necessarily indicative of the results of operations for the entire year.
2. SIGNIFICANT ACCOUNTING POLICIES
Principle of Consolidation. The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary. All significant
inter-company balances have been eliminated in consolidation.
Cash and Cash Equivalents. The Company considers highly liquid investments with
original maturities of three months or less from the dates of purchase to be
cash equivalents.
Inventory. Inventory is stated at the lower of cost or market using the average
cost method. As of June 30, 2000, substantially all inventory represent finished
goods held for sale. The Company recorded a provision of approximately $19,000
as of June 30, 2000, to reduce the carrying amount of the inventory to its net
realizable value.
Property and Equipment. Property and equipment are stated at cost and
depreciated using the straight-line method over the estimated useful lives of
the assets.
Long-Lived Assets. The Company reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reported period. Actual
results could differ from those estimates.
Fair Value of Financial Instruments. The carrying amount of accounts receivable,
accounts payable and accrued expenses approximate fair value because of their
short duration. The carrying amount of debt approximates fair value because the
interest rates are similar to the interest rates currently available to the
Company.
Income Taxes. The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". Under SFAS
109, deferred income tax assets and liabilities are determined based upon
differences between financial reporting and tax bases of assets and liabilities
and are measured using currently enacted tax rates. SFAS 109 requires a
valuation allowance to reduce the deferred tax assets reported if, based on the
weight of the evidence, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
Revenue Recognition. Revenue is recognized when the product is shipped.
Research and Development Costs. Research and development costs are charged
to expense when incurred.
Earnings Per Share. Basic earnings per share is computed by dividing income
available to common shareholders by the weighted-average number of common shares
for the period. The computation of diluted earnings per share is similar to
basic earnings per share, except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potentially dilutive common shares, such as options, had been issued. Diluted
earnings per share are not presented because the effects would be anti-dilutive.
Stock Based Compensation. Statement of Financial Accounting Standard No. 123,
"Accounting for Stock Based Compensation", requires that all transactions with
non-employees in which goods or services are the consideration received for the
issuance of equity instruments be accounted for based on the fair value of the
consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable.
Technology and Content. Technology and content expenses consist principally of
payroll and related expenses for development, editorial, systems, consultants
and costs of acquired content. Technology and content costs are generally
expensed as incurred and included in selling, general and administrative
expenses, except for certain costs relating to the development of internal-use
software, including those relating to the Company's Web sites, that are
capitalized and depreciated over estimated useful lives.
3. GOING CONCERN - UNCERTAINTY
As shown in the accompanying consolidated financial statements, the Company has
incurred recurring operating losses and negative cash flows from operating
activities and has negative working capital. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
The Company has initiated several actions to generate working capital and
improve operating performances, including equity and debt financing.
There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that the
Company will achieve its goals.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern and do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
might result from the outcome of this uncertainty.
4. COMMON STOCK
In June 2000, the Company completed a private placement of $500,000, consisting
of 71,440 shares of the Company's common stock priced at $7.00 per share and
warrants, exercisable at $7.00 or exchangeable, without additional cash
consideration but subject to certain performance contingencies being met, for an
additional 71,440 shares of the Company's common stock.
The Company also issued 16,000 shares of common stock to non-employees for
services and 20,000 shares of common stock to employees. Compensation and cost
of services provided was recognized at the shares' estimated fair value.
In June 2000, the Company issued 190,998 shares of common stock to convert
$285,000 of 6% unsecured notes payable. In exchange for the shares, the note
holders waived all accrued interest and exchanged all outstanding common stock
purchase warrants issued in conjunction with the debt. The Company recognized an
extraordinary loss of $89,415 from the conversion. The remaining balance of
$125,000 of the 6% unsecured notes payable was repaid in June 2000, of which
$25,000 was to a party related to a member of the Board of Directors.
ITEM 2. Managements Discussion And Analysis of Financial Condition and
Results of Operations
FORWARD LOOKING STATEMENTS
The statements contained in this Quarterly Report on Form 10-QSB that are not
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company intends that all forward-looking
statements be subject to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements in
which words such as "expect," "anticipate," "intend," "plan, "believe,"
"estimate," "consider," or similar expressions are used. These forward-looking
statements reflect the Company's views as of the date they are made with respect
to future events and financial performance. For ward-looking statements are not
guarantees of future performance. They involve many risks, uncertainties and
assumptions which could cause the actual results of the Company to differ
materially from any future results expressed or implied by such forward-looking
statements. Examples of such risks and uncertainties include, but are not
limited to: obtaining sufficient financing to maintain the Company's planned
operation, the Company's ability to sustain and increase revenue, the continued
acceptance and growth of the internet, the changing of market conditions and the
other risks detailed in "Management's Discussion and Analysis or Plan of
Operation" in this Quarterly Report on Form 10-QSB and elsewhere herein. The
Company does not have any intention or obligation to up-date these
forward-looking statements.
COMPANY BACKGROUND
The Company, based in Miami Lakes, FL, is an early stage business that began
operations in February 1997 for the purpose of servicing the growing
international demand for medical diagnostic tests and allied laboratory
products.
The Company is a single source supplier and exporter of approximately 1,014
Company branded medical diagnostic test kits and allied laboratory products, of
which approximately 100 of these products produce approximately 80% of the
Company's revenues. The products are marketed through the Company's website,
www.GLOBALeMED.com (which is also accessible through its other Internet
addresses: www.labtestkits.com and www.worlddiagnostics.com), and its
distributor network.
The Company has developed and distributes its own range of rapid
immunodiagnostic products for point-of-care testing of certain human medical
conditions and infectious diseases. The Company's various rapid diagnostic test
kits incorporate proprietary, genetically engineered technology to diagnose
infectious diseases as well as various sexually transmitted diseases. These
products provide accurate and cost-effective diagnosis of acute and chronic
conditions in the areas of reproductive health, viral and bacterial infectious
diseases, gastrointestinal, hormonal, and autoimmune disorders, cancer and
cardiac markers, therapeutic drugs and drugs of abuse testing. The Company's
products are made to its specifications through a network of suppliers and
contract manufacturers, many of which are interchangeable.
The Company sells its medical diagnostic test kits and allied laboratory
products through a network of 75 distributors covering 63 countries. The
Company's GLOBALeMED business to business e-commerce system serves as the
Company's e-commerce solution for medical professionals to purchase medical
diagnostic and allied laboratory products and access critical data and
technology support on line. The GLOBALeMED system is a worldwide multilingual,
multi-cultural platform utilized by the Company's distributors to serve
hospitals, clinical laboratories, physician's offices and certain pharmacies
primarily in emerging market nations. In addition, a technical staff is
available by telephone, fax, e-mail or online through the Company's website to
support customers.
In September 1999, the Company began the design of its GLOBALeMED
e-commerce solution system, which became operational as beta sites in Chile and
Romania in February 2000 and South Africa in March 2000. As of June 2000, the
Company has established sixteen such localized websites. In South America, sites
have been established for Argentina, Chile, Colombia, Uruguay and Venezuela. In
Europe, sites have been established for Spain and Poland. In Eastern Europe,
sites have been established for Romania and the Czech Republic. In the
Caribbean, sites have been established for Jamaica and Trinidad and Tobago. In
Africa and the Middle East, sites have been established for South Africa and
Egypt which also serves Kuwait. In Asia, a site has been established for Korea.
RESULTS OF OPERATIONS
Revenues. Revenues for the three months ended June 30, 2000 were $602,512 a net
increase of $362,468 or 151% from $240,044 for the three months ended June 30,
1999. The increase in revenues was attributable to (i) an increase in the number
of distributors (ii) increased sales volumes to existing accounts (iii) an
increase in the non-distributor customer base. The following table details the
sales breakdown by geographic region.
Three months Three months
Period ended, (000's) ending ending
6/30/00 6/30/99
-------------------------------------------------------
Domestic Sales $ 19 $ 18
Caribbean 138 72
South America 265 89
Eastern Europe 65 14
Central America 31 16
Pacific Rim 29 9
Western Europe 7 22
Middle East and Africa 48 0
-- --
Total Revenue $602 $240
==== ====
-------------------------------------------------------
South America, the Caribbean and Eastern Europe continued to be the strongest
markets for the Company and in combination accounted for 78% of total revenue
for the three months ended June 30, 2000, up from 73% of total revenue for the
three months ended June 30, 1999. Strong growth continues to be experienced in
other geographic regions. The strong growth in revenues for the Middle East and
Africa is a result of trade show attendance in the Middle East and the positive
response to the product offering. Weaker sales in Western Europe are a result of
the loss of contract business in Spain.
Gross Profit. The Company's gross profit on product sales increased to $127,038
for the three months ended June 30, 2000 from $44,829 for the three months ended
June 30, 1999. Gross profit as a percentage of sales increased to 21.1% from
18.7% in the comparable quarter of 1999. The improved gross profit margin was
primarily the result of better purchasing and volume price discounts. Margins
are expected to continue to improve as a result of continued higher sales per
order, enabling the Company to achieve further efficiencies in volume
purchasing. While margins improved when compared to the same quarter in 1999,
the margins dropped from the 26% achieved for the year ended March 31, 2000 as a
result of a change in product mix in the current quarter. This is not expected
to continue, and margins should increase steadily for the balance of the year.
Selling, General and Administrative Expense. Selling, general and administrative
expense increased to $361,912 for the three months ended June 30, 2000 from
$277,803 for the three months ended June 30, 1999, an increase of $84,109 or
30%. Continued rollout of the Company's GLOBALeMED e-commerce business to
business website, as well as additional payroll expenditures, as a result of new
hires accounted for the increased expenditures.
Net Loss. The Company incurred a net loss of $335,799 or $(0.08) per share for
the three months ended June 30, 2000 and reported a net loss of $727,640 or
$(0.18) per share for the comparable period in 1999. A non cash charge
associated with equity adjustments of $89,415 was included in the three months
ended June 2000 and a charge of $493,938 was included in the three months ended
June 1999. Excluding the effects of these extraordinary items, the operating
loss increased to $246,384 in the three months ended June 2000 from $233,702 in
the three months ended June 1999.
Financial Condition
At June 30, 2000, the Company had cash and cash equivalents of $202,900 compared
to $107,976 at June 30, 1999. The Company had negative working capital of
$86,635 and positive working capital of $71,936 at June 30, 2000 and June 30,
1999 respectively. The Company had current assets of $1,035,769 and stockholders
equity of $60,138 at June 30, 2000. This compares to current assets of $290,061
and stockholders equity of $119,846 a year earlier.
Liquidity and Capital Resources
Since beginning operations in February 1997, the Company has continued to
sustain operating losses which have resulted in the use of its cash reserves.
The Company anticipates that it will continue to incur net losses for the
foreseeable future until it is able to generate sufficient revenues from product
sales to sustain its operations and fund expenditure related to future growth.
There is no assurance that the Company will generate significant revenue or
achieve profitability, or that the Company will not require additional working
capital or other funds at a later date for the maintenance and expansion of
operations. There is no assurance the Company will be successful in obtaining
additional financing or that such financing will be available, nor if such
financing becomes available that it would be upon acceptable terms to the
Company.
The report of the Company's independent certified public accounts in connection
with its audited financial statements as of March 31, 2000 and March 31, 1999
and for each of the two years then ended contains an explanatory paragraph
indicating factors which create substantial doubt about the Company's ability to
continue as a going concern. These factors include recurring net losses since
inception and uncertainty surrounding future equity financing through
anticipated offerings. The Company believes that it can obtain additional
financing and is pursuing various options available to the Company including a
private placement of equity securities, a secured revolving line of credit
financing based on receivables and inventory and, if required, an unsecured
subordinated loan. However, there can be no assurance that such undertakings
will be successful.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, the Company may be a party to certain claims, suits and
complaints which arise in the ordinary course of business. Currently, there are
no such claims, suits or proceedings, which, in the opinion of management, if
decided against the Company would have a material adverse effect on the
Company's financial position.
Item 2. Changes in Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
On June 19, 2000 the Company closed upon the private offering of 20 Units, each
consisting of (i) 3,572 shares of the Company's common stock, par value $.001
par share ("Common Stock"), at a purchase price of $7.00 per share, and (ii)
warrants, exercisable at $7.00 per share or exchangeable, without additional
cash consideration, but subject to certain restrictions and lock-up provisions,
for an additional 3,572 shares per unit of the Company's Common Stock. The
Company did not use an underwriter in connection with the offering. The offering
was made pursuant to an exemption under Section 4 (2) of the Securities Act of
1933, as amended (the "Securities Act").
The gross proceeds from the private placement was $500,080, of which
approximately $15,000 was used to pay legal fees, placement commissions and
other expenses in connection with the offering. The $485,000 of net proceeds
realized by the Company was used for repayment of certain bridge loans and
general working capital purposes. The form of Warrant issued to the purchaser of
the Common Stock is Exhibit 4.3 hereto.
On June 21, 2000, the Company issued an aggregate of 16,000 shares of Common
Stock to six non-employee consultants in consideration of their services. The
Company did not use an underwriter in connection with the issuance nor did the
Company receive any cash or non-cash consideration in connection therewith. The
Common Stock was issued pursuant to an exemption under Section 4 (2) of the
Securities Act.
During in April, 2000 and June 2000, respectively, the Company issued 10,000
shares of Common Stock to its Vice President - Finance and Administration, and
10,000 shares of Common Stock to its Director of Information Technology, as a
sign-on bonus with respect to written compensation arrangements made between the
Company and those employees to induce the employees to join the Company. The
Company did not use an underwriter in connection with the issuance of Common
Stock nor did the Company receive any cash consideration in connection
therewith. The Common Stock was issued pursuant to an exemption under Rule 701
of the Securities Act.
On June 1, 2000 the Company authorized the issuance of 190,998 shares of Common
Stock to fifteen individuals in connection with such parties election to convert
an aggregate of $285,000 of bridge loan obligations owed to such parties by the
Company into the Company's Common Stock. The Company did not use an underwriter
in connection with the issuance of such Common Stock. As a result of the
issuance the Company received no cash consideration. The Common Stock was issued
pursuant to an exemption under Section 4 (2) of the Securities Act.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation of World Diagnostics, Inc., filed as
Exhibit 2.1 to Form 10SB12G filed on October 13, 1999.
3.2 Certificate of Amendment of Certificate of Incorporation of World
Diagnostics, Inc., Filed as Exhibit 2.2 to Form 10SB12G filed on
October 13, 1999.
3.3 Bylaws of World Diagnostics, Inc., filed as Exhibit 2.3 to Form
10SB12G filed on October 13, 1999.
4.0 Instruments Defining Rights o Security Holders: Form of Stock
Certificate, filed as Exhibit 3.0 to Form 10SB12G filed on October 13,
1999.
4.1 Promissory Note, filed as Exhibit 4.1 to Form 10-QSB for the period
ended September 30, 1999 filed on February 15, 2000.
4.2 Warrant Certificate: Filed as Exhibit 4.2 to Form 10-QSB for the
period ended September 30, 1999 filed on February 15, 2000.
4.3 Form of Warrant Certificate.
10.1 Acquisition of Health Tech International, Inc., filed as Exhibit 6.1
to Form 10SB12G filed on October 13, 1999.
10.2 Keyman Insurance For Chief Executive Officer, filed as Exhibit 6.2 to
Form 10SB12G filed on October 13, 1999.
10.3 Independent Contractor Agreement With Immunodiagnostics, Inc., filed
as Exhibit 6.3 to Form 10SB12G filed on October 13, 1999.
10.4 Form Confidentiality Agreement With Management, filed as Exhibit 6.4
to Form 10SB12G filed on October 13, 1999.
10.5 Form Letter Agreement Executed By Distributors, filed as Exhibit 6.5
to Form 10SB12G filed on October 13, 1999.
10.6 Office Lease, Filed As Exhibit 6.6 to Form 10SB12G filed on October
13, 1999.
11.0 Statement Re: Computation Of Per Share Earnings.
16.0 Letter On Change In Certifying Accountants, to be filed as an Exhibit
to an amendment to the Company's Amended 8-K filed on July 2, 2000,
when received by the Company.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
Form 8-K, filed on June 27, 2000 with respect to Change in Accountants, as
amended by From 8-K/A filed on August 11, 2000.
Form 8-K filed on June 27, 2000 with respect to the closing of $500,080
private placement of Common Stock and Warrants.
<PAGE>
SIGNATURES
In accordance with the requirements of he Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WORLD DIAGNOSTICS, INC.
Date: August 14, 2000 By: /s/ Ken Peters
--------------- ----------------------------------
Ken Peters, Director, President
and
Chief Executive Officer
Date: August 14, 2000 By: /s/ Paul R. Kamps
--------------- ----------------------------------
Paul R. Kamps, Vice President-
Finance and Administration
