<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, 2002 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)

As of February 7, 2003, there were 47,367,778 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, 2002 (unaudited)
            and September 30, 2002                                                               3

      (b)   Statements of Operations for the Three Months Ended December 31, 2002
            and 2001 and Inception (December 6, 1991) to December 31, 2002
            (unaudited)                                                                          4

      (c)   Statements of Cash Flows for the Three Months Ended December 31,
            2002 and 2001 and Inception (December 6, 1991) to December 31, 2002
            (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 6.   Exhibits and Reports on Form 8-K                                                    11

  Item 14.  Controls and Procedures                                                             11

  Signatures                                                                                    12

  Certification                                                                                 13
</TABLE>


                             2
<PAGE>
                PART I. FINANCIAL INFORMATION
                        DEMEGEN, INC
                  CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,       SEPTEMBER 30,
                                                                          2002                2002*
                                                                      ------------       -------------
                                                                       (UNAUDITED)
<S>                                                                   <C>                <C>
ASSETS

CURRENT ASSETS
Cash and short-term investments                                       $    129,476       $    400,371
                                                                      ------------       ------------

TOTAL CURRENT ASSETS                                                       129,476            400,371

PROPERTY, PLANT AND EQUIPMENT                                              145,767            168,756
Less:  accumulated depreciation                                           (119,998)          (133,819)
                                                                      ------------       ------------
                                                                            25,769             34,937

OTHER ASSETS                                                                 3,498              3,498
                                                                      ------------       ------------

TOTAL ASSETS                                                          $    158,743       $    438,806
                                                                      ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CURRENT LIABILITIES
Accounts payable                                                      $  1,007,054       $  1,016,263
Current portion of notes payable                                           202,931            187,196
Accrued payroll                                                            198,875            151,176
Other accrued liabilities                                                   31,247             33,228
                                                                      ------------       ------------

TOTAL CURRENT LIABILITIES                                                1,440,107          1,387,863

LONG TERM PORTION OF NOTES PAYABLE                                         129,080            154,192
                                                                      ------------       ------------

TOTAL LIABILITIES                                                        1,569,187          1,542,055

REDEEMABLE CONVERTIBLE PREFERRED STOCK                                   2,657,049          2,585,198

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Common stock                                                                47,018             47,018
Warrants                                                                 4,362,301          4,362,301
Additional paid-in capital                                              20,329,020         20,331,972
Deferred Compensation                                                           --             (3,586)
Subscription Receivable                                                    (44,875)           (59,700)
Deficit accumulated during the development stage                       (28,760,957)       (28,366,452)
                                                                      ------------       ------------

TOTAL STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)                         (4,067,493)        (3,688,447)
                                                                      ------------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT (CAPITAL DEFICIENCY)      $    158,743       $    438,806
                                                                      ============       ============
</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
                                                                     2002              2001        DECEMBER 31, 2002
                                                                ------------       ------------    -----------------
<S>                                                             <C>                <C>             <C>
INCOME                                                          $      5,464       $    277,688       $  7,139,025

EXPENSES:
Research and development                                             112,098            553,039         11,228,649
General & administration                                             208,554            207,808         12,784,153
License amortization and purchased research & development
   related to Periodontix acquisition                                     --                 --          7,667,739
Interest                                                               4,633              4,571          1,050,293
Write-off of patents                                                      --                 --             30,382
Depreciation and amortization                                          2,833             21,044            906,378
                                                                ------------       ------------       ------------

TOTAL EXPENSES                                                       328,118            786,462         33,667,594
                                                                ------------       ------------       ------------

NET INCOME (LOSS)                                                   (322,654)          (508,774)       (26,528,569)

Preferred dividend and accretion amounts                             (71,851)           (69,149)        (2,232,388)
                                                                ------------       ------------       ------------

NET LOSS APPLICABLE TO COMMON STOCK                             $   (394,505)      $   (577,923)      $(28,760,957)
                                                                ============       ============       ============

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

WEIGHTED AVERAGE COMMON STOCK OUTSTANDING                         47,017,778         44,022,778
                                                                ============       ============
</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
                                                                      2002            2001       DECEMBER 31, 2002
                                                                   ---------       ---------     -----------------
<S>                                                                <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                  $(322,654)      $(508,774)      $(26,528,569)
Adjustments to Reconcile Net Loss to Cash:
    Depreciation and amortization                                      2,833          21,044            906,378
    License amortization and purchased research & development
        related to Periodontix acquisition                                --              --          7,667,739
    Stock issued for services                                             --          48,776          2,658,790
    Stock based compensation                                              --          21,501            221,166
     Issuance of stock and options to employees and directors            634           7,051          2,087,107
    Warrants issued for interest                                          --              --            286,434
    Provision for subscription receivable                             17,000              --            123,500
Other                                                                 (2,175)             92             66,723
Changes in Assets and Liabilities
  Other than Cash:
Accounts receivable                                                       --            (658)                --
Accounts payable and other liabilities                               (11,190)        (15,552)         1,932,498
Unearned revenue                                                          --         260,000                 --
                                                                   ---------       ---------       ------------
NET CASH USED BY OPERATING ACTIVITIES                               (315,552)       (166,520)       (10,578,234)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Intangible assets                                                     --              --           (464,128)
    License with and acquisition of Periodontix                           --              --           (230,000)
    Cash received on equipment disposals                               6,335              --             55,524
    Purchase of property, plant and equipment                             --         (40,375)          (408,280)
                                                                   ---------       ---------       ------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                       6,335         (40,375)        (1,046,884)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt                                                    --          40,375          1,357,657
    Principal payments on debt                                        (9,377)        (26,911)          (312,282)
    (Decrease) increase in payable to employees and directors         47,699              --          2,886,837
    Net proceeds from issuance of equity instruments                      --              --          7,701,132
    Proceeds from exercise of stock options                               --              --            121,250
                                                                   ---------       ---------       ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                             38,322          13,464         11,754,594
                                                                   ---------       ---------       ------------

Net Increase (Decrease) in Cash and Equivalents                     (270,895)       (193,431)           129,476
Cash and Cash Equivalents, Beginning of Period                       400,371         537,478                 --
                                                                   ---------       ---------       ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $ 129,476       $ 344,047       $    129,476
                                                                   =========       =========       ============

INTEREST PAID DURING PERIOD                                        $   2,321       $   2,696       $     68,789
                                                                   =========       =========       ============
</TABLE>

See accompanying notes to financial statements.


                             5
<PAGE>
                                  DEMEGEN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2002
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements of Demegen, Inc. (the "Company") 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 requirements through
equity issuances to shareholders, royalty payments and from certain borrowing
arrangements. Management has plans in Fiscal 2003 to explore the sale to or
merger with another company with suitable financial and human resources and
concurrently is seeking to achieve partnerships with pharmaceutical or
biotechnology companies to co-develop product applications. The Company is also
continuing to seek additional capital. There can be no assurance that such
transactions will transpire considering the Company's financial and operating
condition.

Should these plans not be successful, there is substantial doubt as to the
Company's ability to continue as a going concern through the year ending
September 30, 2003. 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 2003.

All adjustments made during the three months ended December 31, 2002 were of a
normal, recurring nature. The amounts presented for the three months ended
December 31, 2002 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, 2002 dated December
30, 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, 2002 and 2001 due to existence of unused net operating loss
carryforwards.

The Corporation did not pay any income taxes during the three months ended
December 31, 2002 and 2001.


                                       6
<PAGE>
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,
                                                                      2002              2001
                                                                 ------------       ------------
<S>                                                              <C>                <C>
NUMERATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Net Income (Loss)                                                $   (322,654)      $   (508,774)
Preferred stock dividends and accretion amounts                       (71,851)           (69,149)
                                                                 ------------       ------------
Numerator for basic  and diluted earnings per share--income
   available to common stockholders                              $   (394,505)      $   (577,923)
                                                                 ============       ============

DENOMINATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Denominator for basic and diluted earnings per share--
    weighted average shares                                        47,017,778         44,022,778
                                                                 ============       ============

BASIC AND DILUTED EARNINGS PER SHARE                             $      (0.01)      $      (0.01)
                                                                 ============       ============
</TABLE>

NOTE 4 - TERMINATION AND CONSULTING AGREEMENT OF CHIEF EXECUTIVE OFFICER

On December 20, 2002, the Company and the Chief Executive Officer entered into a
Termination and Consulting Agreement whereby the Chief Executive Officer was
terminated effective December 31, 2002 and entered into a consulting agreement
with the Company. Services related to the consulting agreement will be
reimbursed on an hourly rate basis plus normal expenses incurred. The Company
expensed the $90,000 related to the former Chief Executive Officer's employment
agreement for severance in the first fiscal quarter of 2003 but payment will be
deferred until the Company is sold or dissolved or otherwise has the ability to
pay.

NOTE 5 - SUBSEQUENT EVENTS

On February 4, 2003, the Company entered into an amendment to the License
Agreement with Boston University. The amendment provided among other things that
the license was expanded to include vaginal diseases and dermatological
applications. In exchange for the additional applications the Company agreed to
issue 150,000 shares of the Company's restricted common stock and to issue
200,000 shares of the Company's restricted common stock in lieu of the minimum
annual royalties due in 2002 and 2003.

Effective January 28, 2003 Ernst & Young LLP resigned as the Company's
independent accountant. Therefore, this Quarterly Report on Form 10-QSB has not
been reviewed by an independent public accountant as required by Securities and
Exchange Commission regulations.

                                       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, 2002 AND 2001

During the three months ended December 31, 2002 ("Fiscal 2003"), grants, license
fees and other income decreased to $0.01 million compared to $0.28 million in
the three months ended December 31, 2001 ("Fiscal 2002"). Fiscal 2003 revenues
solely consisted of interest income. 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.

Total expenses decreased to $0.33 million in fiscal 2003 as compared to $0.79
million in fiscal 2002 due to the cessation of preclinical development
activities and the termination of substantially all personnel.

Research and development expenditures decreased to $0.11 million from $0.55
million in the corresponding prior fiscal quarter. The decrease was due to
cessation of preclinical development activities during the current fiscal
period. General and administrative expenses remained constant at $0.21 million
due to the accrual of $0.09 million of severance due to the termination of the
Chief Executive Officer effective December 31, 2002. Exclusive of the
aforementioned severance general and administrative expenses would have
decreased to $0.12 million.

During the quarters ended December 31, 2002 and 2001 the Corporation made no
provision for federal or state income taxes due to the current period loss and
the existence of net operating loss carryforwards.

The Corporation reported a loss of $0.32 million for the three months ended
December 31, 2002 compared to net loss of $0.51 million for the three months
ended December 31, 2001 as a direct result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended December 31, 2002, the Corporation's cash
decreased by $0.27 million to $0.13 million. The cash decrease was due to $0.32
million of cash used by operating activities which was partially offset by $0.04
million of cash provided by financing activities. The $0.04 million of cash
provided by financing activities consisted of $0.05 million increase in amounts
payable to employees partially offset by $0.01 million of principal payments on
debt.

Cash flows used by operating activities totaled $0.32 million in the three
months ended December 31, 2002. Cash outflows included the net loss of $0.32
million and a $0.01 million decrease in accounts payable and other liabilities.
These cash outflows were partially offset by cash inflows which principally
included a $0.02 million write-down of the subscription receivable.


                                       8
<PAGE>
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 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.

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, 2002, the Company has an
accumulated deficit of $28.8 million. In addition, the Company has a working
capital deficiency of approximately $1.311 million as December 31, 2002.

For the quarter and year ended on December 31, 2002 and September 30, 2002, the
Company incurred losses of $0.323 million and $1.272 million respectively, and
used $0.32 million and $0.21 million, respectively, of cash for operations
during the quarter and year ended on December 31, 2002 and September 30, 2002,
respectively.

The Company historically has obtained its working capital requirements through
equity issuances to shareholders, royalty payments and from certain borrowing
arrangements. Management has plans in Fiscal 2003 to explore the sale to or
merger with another company with suitable financial and human resources and
concurrently is seeking to achieve partnerships with pharmaceutical or
biotechnology companies to co-develop product applications. The Company is also
continuing to seek additional capital. There can be no assurance that such
transactions will transpire considering the financial and operating condition of
the Company.

Should these plans not be successful, there is substantial doubt as to the
Company's ability to continue as a going concern through the year ending
September 30, 2003. 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 2003. Since its July 2001
fundraising, the Company has not been able to obtain additional capital to
advance the Company's product development efforts. As of December 31, 2002, the
Company is delinquent in $75,000 of payments due under an employment contract,
had deferred $34,000 of salary due three former employees, was unable to meet
its remaining monthly obligations, is overdue on payments to creditors who are
owed in excess of $900,000 and has deferred a $7,500 interest payment to the
holder of a $150,000 note. The holder, at their option, may demand the immediate
payment of all principal and interest and/or raise the interest rate on the note
from 5% to 6%. To date, the holder of the note has not notified the Company of
its intent to pursue either option.

As a result of the Company's cash position, during the past twelve months, all
of the employees have resigned or been terminated as a result, product
development efforts will be minimal until partners or new financing occurs. The
lease for its Watertown facility has been terminated, thereby eliminating future
obligations. The Pittsburgh facility is on a month-to-month rental agreement and
the Company has subleased a portion of its current office location. The
Company's remaining employees, including the Company's President and Chief
Executive Officer, were terminated effective December 31, 2002. These employees
have agreed to work as needed on a consulting basis.

The Company is exploring the sale to or merger with another company with
suitable financial and human resources and concurrently is seeking to achieve
partnerships with pharmaceutical or biotechnology companies to co-develop
product applications. The Company is also continuing to seek additional capital.
There can be no assurance that such a transaction will transpire considering the
financial and operational condition of the Company.


                                       9
<PAGE>
The Company's core assets are represented by its intellectual property, which
includes more than thirty-five issued patents and the developments accomplished
to date for its three leading product applications. These include:

-     a drug to treat cystic fibrosis infections. An Orphan Drug designation has
      been achieved and there is funding support from the Cystic Fibrosis
      Foundation.
-     a second drug to treat oral infections that afflict HIV and many cancer
      patients; there is an approved IND (Investigational New Drug Application);
      and a Phase I/II clinical trial is ready to begin.
-     a third drug for infected wounds and burns.
-     A fourth drug for fungal and viral infections

In addition, a number of collaborations are continuing on agricultural
applications without cost to the Company. These collaborators provide the
necessary funding and resources to introduce the Company's technologies into a
variety of crops.

The Company believes its creditors will continue to cooperate until the Company
is able to receive new funding or form partnerships, but there is no assurance
that this will continue to be the case.

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,
2003. It is extremely uncertain that new sources of cash will be identified and
will be received during the remainder of fiscal 2003.

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 may not be able to continue to maintain compliance with the
reporting requirements of the Securities & Exchange Commission considering the
lack of liquidity.


                                       10
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 3. DEFAULTS ON SENIOR SECURITIES

In December 1999, the Company received $150,000 from a local foundation to fund
program related research. The loan matures on February 28, 2005 with a balloon
payment due at that time. The loan is at an interest rate of 5% with interest
due February 28 of each year. The Company did not make the required interest
payment of $7,500 on February 28, 2002. As of December 31, 2002 the total amount
due, including interest, was $163,750.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

                                  EXHIBIT INDEX
                           EXHIBIT NO. AND DESCRIPTION

<TABLE>
<CAPTION>
                                                                                         PAGES OF SEQUENTIAL
                                                                                           NUMBERING SYSTEM
<S>               <C>                                                                    <C>
Exhibit 99.1      Certification Pursuant To 18 U.S.C. Section 1350, As Amended
                  Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002
</TABLE>

(b) Reports on Form 8-K

The filed the following current reports on Form 8-K during the three months
ended December 31, 2002:

On October 31, 2002 a Form 8-K with an Item 5 disclosure was filed

On November 27, 2002 a Form 8-K with an Item 5 disclosure was filed

ITEM 14 - CONTROLS AND PROCEDURES

As of December 31, 2002, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on that evaluation, the
Company's management, including the Chief Executive Officer, concluded that the
Company's disclosure controls and procedures were effective as of December 31,
2002. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to December 31, 2002.


                                       11
<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 11, 2003



                                       12
<PAGE>
                                 CERTIFICATION

I, Richard D. Ekstrom, certify that:

1.    I have reviewed this Quarterly Report on Form 10-QSB of Demegen, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report.

4.    I am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
      Demegen, Inc. and have:

      (i)   Designed such disclosure controls and procedures to ensure that
            material information relating to Demegen, Inc. is made known to me
            by others within the Company, particularly during the period in
            which this quarterly report is being prepared;

      (ii)  Evaluated the effectiveness of Demegen, Inc's. disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      (iii) Presented in this quarterly report my conclusions about the
            effectiveness of the disclosure controls and procedures based on my
            evaluation as of the Evaluation Date;

5.    I have disclosed, based upon my most recent evaluation, to Demegen Inc's.
      audit committee of the Company's Board of Directors (or persons
      performing the equivalent functions):

      (i)   All significant deficiencies in the design or operation of internal
            controls which could adversely affect Demegen Inc's. ability to
            record, process, summarize and report financial data and have
            identified any material weaknesses in internal control, and

      (ii)  Any fraud, whether or not material, that involves management or
            other employees who have a significant role in Demegen Inc's.
            internal controls, and

6.    I have indicated in this quarterly report whether there were significant
      changes in internal controls or in other factors that could significantly
      affect internal controls subsequent to the date of my most recent
      evaluation, including any corrective actions with regard to significant
      deficiencies and material weaknesses.


                                              By /s/ Richard D. Ekstrom
                                                --------------------------------
                                                     Richard D. Ekstrom
                                                     Chief Executive Officer and
                                                     Chief Financial Officer

Date: February 11, 2003


                                       13