<PAGE>
                                                                    (conformed)

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001 OR


[ ]   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 0-25353




                                  DEMEGEN, INC.
             (Exact name of registrant as specified in its charter)





                  COLORADO                                  84-1065575
(State or other jurisdiction of incorporation               (I.R.S. Employer
               or organization)                             Identification No.)


1051 BRINTON ROAD, PITTSBURGH, PENNSYLVANIA                 15221
  (Address of principal executive offices)                  (Zip Code)


                                  412-241-2150
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of 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
                                        ---        ---

As of January 20, 2002, there were 44,022,778 shares of the registrant's common
stock outstanding.


<PAGE>



                                  DEMEGEN, INC.




                                      INDEX



<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION                                                                    PAGE
<S>                                                                                                    <C>

 Item 1.   Financial Statements and Notes to Financial Statements

     (a)      Condensed Balance Sheets as of December 31, 2001 (unaudited) and September 30, 2001        3

     (b)      Statements of Operations for the Three Months Ended December 31, 2001 and 2000 and
              Inception (December 6, 1991) to December 31, 2001 (unaudited)                              4

     (c)      Statements of Cash Flows for the Three Months Ended December 31, 2001 and 2000 and
              Inception (December 6, 1991) to December 31, 2001 (unaudited)                              5

     (d)      Notes to Financial Statements (unaudited)                                                  6

 Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
           Operations                                                                                    8

PART II.   OTHER INFORMATION

 Item 1.   Legal Proceedings                                                                            10

 Item 6.   Exhibits and Reports on Form 8-K                                                             10

 Signatures                                                                                             11

</TABLE>


<PAGE>



                          PART I. FINANCIAL INFORMATION
                                  DEMEGEN, INC
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,        SEPTEMBER 30,
                                                                            2001                2001*
                                                                        ------------         ------------
                                                                         (UNAUDITED)
<S>                                                                     <C>                  <C>
ASSETS

CURRENT ASSETS
Cash and short-term investments                                         $    344,047         $    537,478
Accounts receivable                                                           46,968               46,310
Prepaid expenses and other current assets                                      6,500                6,500
                                                                        ------------         ------------

TOTAL CURRENT ASSETS                                                         397,515              590,288

PROPERTY, PLANT AND EQUIPMENT                                                516,124              475,479
Less:  accumulated depreciation                                             (300,380)            (280,116)
                                                                        ------------         ------------
                                                                             215,744              195,633

INTANGIBLE ASSETS                                                             31,162               31,162
Less:  accumulated amortization                                                 (780)                --
                                                                        ------------         ------------
                                                                              30,382               31,162

OTHER ASSETS                                                                  20,317               20,417
                                                                        ------------         ------------

TOTAL ASSETS                                                            $    663,958         $    837,500
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CURRENT LIABILITIES
Accounts payable                                                        $    711,285         $    725,552
Unearned revenue                                                             310,000               50,000
Current portion of notes payable                                             106,813               97,130
Other accrued liabilities                                                     20,566               21,851
                                                                        ------------         ------------

TOTAL CURRENT LIABILITIES                                                  1,148,664              894,533

LONG TERM PORTION OF NOTES PAYABLE                                           358,067              354,286
                                                                        ------------         ------------

TOTAL LIABILITIES                                                          1,506,731            1,248,819

REDEEMABLE CONVERTIBLE PREFERRED STOCK                                     2,374,889            2,305,748


STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Common stock                                                                  44,023               44,023
Warrants                                                                   4,362,301            4,362,301
Additional paid-in capital                                                20,307,744           20,315,014
Deferred Compensation                                                       (296,522)            (332,344)
Subscription Receivable                                                     (242,374)            (291,150)
Deficit accumulated during the development stage                         (27,392,834)         (26,814,911)
                                                                        ------------         ------------

TOTAL STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)                           (3,217,662)          (2,717,067)
                                                                        ------------         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT (CAPITAL DEFICIENCY)        $    663,958         $    837,500
                                                                        ============         ============

</TABLE>

*Derived from audited financial statements.

See accompanying notes to financial statements.


                                       3
<PAGE>




                                  DEMEGEN, INC
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         FOR THE THREE MONTHS                INCEPTION
                                                                          ENDED DECEMBER 31,             (DECEMBER 6, 1991)
                                                                  ---------------------------------              TO
                                                                       2001                2000           DECEMBER 31, 2001
                                                                  ------------         ------------       -----------------
<S>                                                               <C>                  <C>                  <C>
INCOME                                                            $    277,688         $    186,451         $  5,968,954

EXPENSES:
Research and development                                               553,039              495,931           10,158,873
General & administration                                               207,808              250,700           11,801,120
License amortization and purchased research & development
   related to Periodontix acquisition                                     --                   --              7,667,739
Interest                                                                 4,571                4,462            1,021,536
Depreciation and amortization                                           21,044               47,456              762,284
                                                                  ------------         ------------         ------------

TOTAL EXPENSES                                                         786,462              798,549           31,411,552
                                                                  ------------         ------------         ------------

NET INCOME (LOSS)                                                     (508,774)            (612,098)         (25,442,598)

Preferred dividend and accretion amounts                               (69,149)             (67,316)          (1,950,236)
                                                                  ------------         ------------         ------------

NET LOSS APPLICABLE TO COMMON STOCK                               $   (577,923)        $   (679,414)        $(27,392,834)
                                                                  ============         ============         ============


INCOME (LOSS) PER SHARE OF COMMON STOCK, BASIC AND DILUTED        $      (0.01)        $      (0.02)
                                                                  ============         ============


WEIGHTED AVERAGE COMMON STOCK OUTSTANDING                           44,022,778           32,310,213
                                                                  ============         ============

</TABLE>



See accompanying notes to financial statements.


                                       4
<PAGE>




                                  DEMEGEN, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          FOR THE THREE MONTHS                  INCEPTION
                                                                            ENDED DECEMBER 31,              (DECEMBER 6, 1991)
                                                                     ---------------------------------              TO
                                                                         2001                 2000           DECEMBER 31, 2001
                                                                     ------------         ------------       -----------------
<S>                                                                 <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                    $   (508,774)        $   (612,098)        $(25,442,598)
Adjustments to Reconcile Net Loss to Cash:
    Depreciation and amortization                                          21,044               47,456              762,284
    License amortization and purchased research & development
        related to Periodontix acquisition                                   --                   --              7,667,739
    Stock issued for services                                              48,776               41,829            2,327,366
    Stock based compensation                                               21,501               21,501              150,506
     Issuance of stock and options to employees and directors               7,051                 --              2,093,524
    Warrants issued for interest                                             --                   --                286,434
    Other                                                                      92                   (2)              53,389
Changes in Assets and Liabilities
  Other than Cash:
    Accounts receivable                                                      (658)              22,409              (46,968)
    Prepaid expenses and current assets                                      --                   --                 (6,500)
    Accounts payable and other liabilities                                (15,552)             (45,233)           1,626,048
    Unearned revenue                                                      260,000              280,000              310,000
                                                                     ------------         ------------         ------------
NET CASH USED BY OPERATING ACTIVITIES                                    (166,520)            (244,138)         (10,218,776)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Intangible assets                                                        --                 (9,866)            (408,280)
    License with and acquisition of Periodontix                              --                (50,000)            (230,000)
    Purchase of property, plant and equipment                             (40,375)              (8,544)            (454,485)
                                                                     ------------         ------------         ------------
NET CASH USED BY INVESTING ACTIVITIES                                     (40,375)             (68,410)          (1,092,765)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt                                                     40,375                8,544            1,357,657
    Principal payments on debt                                            (26,911)             (17,604)            (202,413)
    (Decrease) increase in payable to employees and directors                --                   --              2,687,962
    Net proceeds from issuance of equity instruments                         --                   --              7,701,132
    Proceeds from exercise of stock options                                  --                  6,250              111,250
                                                                     ------------         ------------         ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                           13,464               (2,810)          11,655,588
                                                                     ------------         ------------         ------------

Net Increase (Decrease) in Cash and Equivalents                          (193,431)            (315,358)             344,047
Cash and Cash Equivalents, Beginning of Period                            537,478            1,825,352                 --
                                                                     ------------         ------------         ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $    344,047         $  1,509,994         $    344,047
                                                                     ============         ============         ============

INTEREST PAID DURING PERIOD                                          $      2,696         $      2,587         $     52,954
                                                                     ============         ============         ============

</TABLE>


See accompanying notes to financial statements.


                                       5
<PAGE>



                                  DEMEGEN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2001
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements of Demegen, Inc. (the "Corporation") are
unaudited. However, in the opinion of management, they include all adjustments
necessary for a fair presentation of financial position, results of operations
and cash flows. The financial statements do not include any adjustments relating
to the recoverability and classification of assets or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's continued existence is
dependent upon its ability to generate sufficient cash flows from equity
financing and successfully concluding additional license agreements.

The Company historically has obtained its working capital through equity
issuances to shareholders, royalty payments and from certain borrowing
arrangements. Management has plans in Fiscal 2002 to issue additional equity to
shareholders and to obtain additional funding support from grants and product
development partners. Should these plans not be successful, there is uncertainty
as to the Company's ability to continue as a going concern through the year
ending September 30, 2002.

All adjustments made during the three months ended December 31, 2001 were of a
normal, recurring nature. The amounts presented for the three months ended
December 31, 2001 are not necessarily indicative of results of operations for a
full year. Additional information is contained in the Annual Report on Form
10-KSB of the Corporation for the year ended September 30, 2001 dated January 2,
2002, which should be read in conjunction with this quarterly report.

NOTE 2 - FEDERAL INCOME TAXES

No federal or state income tax has been provided for the three months ended
December 31, 2001 and 2000 due to existence of unused net operating loss
carryforwards.

The Corporation did not pay any income taxes during the three months ended
December 31, 2001 and 2000.

NOTE 3 - NET EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings
(loss) per share:


<TABLE>
<CAPTION>
                                                                          FOR THE THREE MONTHS
                                                                           ENDED DECEMBER 31,
                                                                       2001                  2000
                                                                   ------------         ------------
<S>                                                               <C>                  <C>
NUMERATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Net Income (Loss)                                                  $   (508,774)        $   (612,098)
Preferred stock dividends and accretion amounts                         (69,149)             (67,316)
                                                                   ------------         ------------
Numerator for basic  and diluted earnings per share--income
   available to common stockholders                                $   (577,923)        $   (679,414)
                                                                   ============         ============

DENOMINATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Denominator for basic and diluted earnings per share--
    weighted average shares                                          44,022,778           32,310,213
                                                                   ============         ============
BASIC AND DILUTED EARNINGS PER SHARE                               $      (0.01)        $      (0.02)
                                                                   ============         ============

</TABLE>


                                       6
<PAGE>

NOTE 4 - DOW AGROSCIENCES AGREEMENT

On October 31, 2001 Dow AgroSciences, LLC notified the Company that it was
exercising its right to terminate the license agreement it has with the Company.
In October 2001 Dow AgroSciences paid the Company $485,000 consisting of
$225,000 for the semi-annual research payment and $260,000 for the minimum
annual royalty. In December 2001 Dow AgroSciences demanded repayment of the
$260,000 paid for the minimum annual royalty. The Company's position is that the
minimum annual royalty was due and paid prior to the cancellation of the
agreement. The $260,000 annual minimum royalty has been deferred as "Unearned
Revenue"" until the matter is clarified.



                                       7

<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PROSPECTIVE/FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of 1995 (as amended,
the "Act"). In particular, when use herein, the words "plan," "estimates,"
"confident that," "believe," "expect," or "intend to," and similar expressions
are intended to identify forward-looking statements within the meaning of the
Act and are subject to the safe harbor created by the Act. Such statements are
subject to certain risks and uncertainties and actual results could differ
materially from those expressed in any of the forward-looking statements. Such
risks and uncertainties include, but are not limited to, market conditions,
general acceptance of the Company's products and technologies, possible delays
or failures to develop and/or commercialize any technology, possible risks
related to adverse clinical results, impact of alternative technology advances,
inherent risks in early stage development of such technology, reimbursement
policies imposed by third-party payers in the event that any of the
Corporation's technologies are approved for sale on the market, competitive
factors, the ability to successfully complete additional financings and other
risks described in the Corporation's reports and filings with the Securities and
Exchange Commission.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000

During the three months ended December 31, 2001 ("Fiscal 2002"), grants, license
fees and other income increased to $0.28 million compared to $0.19 million in
the three months ended December 31, 2000 ("Fiscal 2001"). Fiscal 2002 revenue
includes $0.225 million for the semi-annual research payment from Dow
AgroSciences, which was recognized into income in connection with the
termination of the agreement. The prior fiscal period did not include $0.28
million of payments from Dow AgroSciences as they were deferred and amortized
into income over the semi-annual or annual term of the payments

Total expenses remained stable at $0.8 million.

Research and development expenditures increased slightly to $0.55 million from
$0.50 million in the corresponding prior fiscal quarter. The increase was
primarily due the costs associated with the addition of the Watertown, MA
facility that the Corporation obtained in connection with the Periodontix
acquisition. General and administrative expenses decreased slightly to $0.21
million from $0.25 million.

During the quarters ended December 31, 2001 and 2000, the Corporation made no
provision for federal or state income taxes due to the existence of net
operating loss carryforwards.

The Corporation reported a loss of $0.51 million for the three months ended
December 31, 2001 compared to net loss of $0.61 million for the three months
ended December 31, 2000 as a direct result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended December 31, 2001, the Corporation's cash
decreased by $0.19 million to $0.34 million. The cash decrease was due to $0.17
million of cash used by operating activities and $0.04 million of cash used in
investing activities which was partially offset by $0.01 million of cash
provided by financing activities. The cash used in investing activities of $0.04
million was for the purchase of equipment. The $0.01 million of cash provided by
financing activities consisted of $0.04 million proceeds of a new debt
instrument partially offset by $0.03 million of principal payments on debt.

Cash flows used by operating activities totaled $0.17 million in the three
months ended December 31, 2001. Cash outflows included the net loss of $0.51
million and a $0.02 million decrease in accounts payable and


                                       8
<PAGE>

other liabilities. These cash outflows were partially offset by cash inflows
which principally included $0.02 million of depreciation and amortization, $0.05
million of stock issued for services, $0.02 million of stock based compensation
and a $0.26 million increase in unearned income related to the deferral of the
annual royalty paid but disputed by Dow AgroSciences.

During the three months ended December 31, 2000, the Corporation's cash
decreased by $0.32 million to $1.51 million. The cash decrease was due $0.24
million of cash used by operating activities and $0.07 million of cash used by
investing activities.

Cash flows used by operating activities totaled $0.24 million in the three
months ended December 31, 2000. Cash outflows included the net loss of $0.61
million and a $0.05 million decrease in accounts payable and other liabilities.
These cash outflows were partially offset by cash inflows which principally
included a $0.02 million decrease in accounts receivables, a $0.28 million
increase in unearned revenue, $0.09 million for stock issued for services and
stock based compensation and $0.05 million of depreciation and amortization.

Cash flows used by investing activities totaled $0.07 million in the three
months ended December 31, 2000 and included $0.05 million deposit relative to
the Periodontix license and $0.02 million for the purchase of equipment and
patent related activities.

The $0.003 million of cash utilized by financing activities consisted of $0.02
principal payments on notes partially offset by $0.01 million of proceeds from
an equipment loan and $0.01 million from the exercise of stock options.

The Company is subject to the risks associated with emerging technology-oriented
companies. Primary among these risks are the ability to obtain sufficient
financing, competition from substitute products and the ability to successfully
develop and market its products. As of December 31, 2001, the Company has an
accumulated deficit of $27.4 million. In addition, the Company has a working
capital deficiency of approximately $0.751 million as December 31, 2001.

For the quarter and year ended on December 31, 2001 and September 30, 2001, the
Company incurred losses of $0.509 million and $10.503 million respectively, and
used $0.167 million and $1.945 million, respectively, of cash for operations
during the quarter and year ended on December 31, 2001 and September 30, 2001,
respectively.

The Company historically has obtained its working capital requirements through
equity issuances to shareholders, grants, royalty payments and from certain
borrowing arrangements. Management has plans in Fiscal 2002 to issue additional
equity to shareholders and to obtain additional funding support from grants and
product development partners. Should these plans not be successful, there is
uncertainty as to the Company's ability to continue as a going concern through
the year ending September 30, 2002. The Company's current cash resources are
close to being exhausted and it is extremely uncertain that new sources of cash
will be identified and will be received during fiscal 2002.

The financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amount and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern. The Company's continued existence is dependent upon its ability
to generate sufficient cash flows from equity financing and successfully
concluding additional license agreements and developing its technologies.



                                       9
<PAGE>




                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

In December 2001, the Company commenced an arbitration proceeding in Pittsburgh,
PA against Dow AgroSciences LLC for damages the Company's management believes it
has sustained as a result of Dow AgroSciences' failure to perform certain
contractual obligations under the agreement that was terminated by Dow
AgroSciences on October 31, 2001. The Company is asserting a claim for
substantial damages. The Company can not predict the outcome of the arbitration.
Also, in December 2001, Dow AgroSciences asserted a claim for the Company to
return the most recent minimum royalty payment. The Company does not believe
that the now terminated agreement requires it to do so. Arbitration of the
matter is scheduled for June 2002.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)     Exhibits:
                                  EXHIBIT INDEX
                           EXHIBIT NO. AND DESCRIPTION
                                                            PAGES OF SEQUENTIAL
                                                              NUMBERING SYSTEM



(b)     Reports on Form 8-K


The registrant did not file any current reports on Form 8-K during the three
months ended December 31, 2001.



                                       10
<PAGE>



                                   SIGNATURES

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




                                       DEMEGEN, INC.




                                       By  /s/Richard D. Ekstrom
                                           -----------------------------------
                                           Richard D. Ekstrom
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer
                                           (Principal Executive Officer,
                                           Principal Financial Officer and
                                           Principal Accounting Officer)



Date:  February 12, 2002



                                       11