#### SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

#### FORM 10-QSB

#### QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

|For the Quarterly Period Ended June 30, 2001 | Commission FileNumber 1-11700
|-------------------------------------------- | -----------------------------

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|Delaware(State of Organization) |  |  | 04-2869857(I.R.S. Employer Number)
|------------------------------- |  |  | ----------------------------------

---

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Check whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12 months and (2) has
been subject to such filing requirements for the past 90 days.

As of June 30, 2001, the
issuer had 9,807,790 shares of Common Stock, $.01 par value per share
outstanding.

`HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                                      INDEX

PART I.  FINANCIAL INFORMATION                                     PAGE NUMBER
                                                                   -----------

        Item 1. Financial Statements (unaudited)

                Consolidated Balance Sheets;                             1
                June 30, 2001 and
                September 30, 2000

                Consolidated Statements                                  3
                of Operations; three months and nine
                months ended June 30, 2001 and 2000

                Consolidated Statements                                  4
                of Cash Flows; nine months
                ended June 30, 2001 and 2000

                Notes to Consolidated                                    5
                Financial Statements

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

PART II. OTHER INFORMATION

         Item 2. Changes in Securities and Use of Proceeds              13

         Item 6.  Exhibits and Reports on Form 8-K                      13








PART I  Financial Information

Item 1. Financial Statements


                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                       June 30,    September 30,
                                                         2001           2000
                                                     -----------   -------------
ASSETS

Current Assets:
  Cash and cash equivalents                          $ 1,110,938     $ 1,460,446
   Accounts receivable, less allowance
     for doubtful accounts of $645,000
     and $598,000 at June 30, 2001 and
     September 30, 2000, respectively                  1,232,117       1,704,481
  Inventories                                          4,258,056       4,188,162
  Prepaid expenses and other current assets              133,286         177,376
                                                     -----------     -----------
        Total current assets                           6,734,397       7,530,465
                                                     -----------     -----------

Property and Equipment:
  Fixed assets                                         7,574,338       8,242,985
  Less accumulated depreciation                        5,242,658       5,163,515
                                                     -----------     -----------
                                                       2,331,680       3,079,470

Other assets                                             268,144         321,212
                                                     -----------     -----------

Total Assets                                         $ 9,334,221     $10,931,147
                                                     ===========     ===========


                 See Notes to Consolidated Financial Statements.








                                        1



                   Hemagen DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)


LIABILITIES AND STOCKHOLDERS' EQUITY
                                                     June 30,      September 30,
                                                      2001             2000
                                                  ------------     -------------
Current Liabilities:
  Current portion of subordinated
    note payable (Note C)                         $    134,425     $  1,050,000
  Accounts payable and accrued expenses              2,114,774        2,826,573
  Customer deposits                                       --             81,239
  Deferred revenue                                     121,482          122,069
                                                  ------------     ------------

     Total current liabilities                       2,370,681        4,079,881
                                                  ------------     ------------

 Subordinated note payable (Note C)                    168,534             --
 Senior subordinated secured
   convertible notes, net of
   unamortized discount of
   $4,368,408 and $5,046,697 at
   June 30, 2001 and September 30,
   2000, respectively (Note E)                       1,451,592        1,268,303
                                                  ------------     ------------

      Total liabilities                              3,990,807        5,348,184
                                                  ------------     ------------

Stockholders' Equity

  Preferred stock, $0.01par value -
    1,000,000 shares authorized;
    none issued                                           --               --
  Common stock,  $.01 par value -
    30,000,000 shares authorized;
    9,907,790 and 9,697,790 shares
    issued at June 30, 2001 and
    September 30, 2000, respectively                    99,078           96,978
  Additional paid-in capital                        20,657,599       19,236,767
  Accumulated deficit                              (15,317,626)     (13,655,145)
  Less treasury stock at cost;
    100,000 shares at June 30, 2001
    and September 30, 2000                             (89,637)         (89,637)

   Less receivable from stockholders                    (6,000)          (6,000)
                                                  ------------     ------------

     Total stockholder's equity                      5,343,414        5,582,963
                                                  ------------     ------------

Total Liabilities and Stockholder's Equity        $  9,334,221     $ 10,931.147
                                                  ============     ============


                 See Notes to Consolidated Financial Statements.






                                        2






                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                Three Months Ended         Nine Months Ended
                             ------------------------  --------------------------
                               June 30,     June 30,      June 30,   June 30,
                                 2001         2000          2001       2000
                             -----------  -----------  -----------  -----------

Product sales revenue        $ 2,382,322  $ 2,859,055  $ 8,543,160  $ 8,122,711

Costs and expenses:
  Cost of product sales        1,334,932    2,786,003    5,430,995    7,331,348
  Research and development        84,411      107,542      293,960      414,585
  Selling, general and
  administrative                 830,134    1,003,656    2,681,493    2,875,372
                             -----------  -----------  -----------  -----------

  Operating income (loss)        132,845   (1,038,146)     136,712   (2,498,594)

Other income (expenses),
  net                           (274,054)    (273,156)    (668,809)    (477,649)
                             -----------  -----------  -----------  -----------

Net loss before cumulative
  effect of a change in
  accounting principle          (141,209)  (1,311,302)    (532,097)  (2,976,243)

Cumulative effect of a
  change in accounting
  principle                         --           --     (1,130,384)        --
                             -----------  -----------  -----------  -----------

Net loss                     $  (141,209) $(1,311,302) $(1,662,481) $(2,976,243)
                             ===========  ===========  ===========  ===========


Net loss per share -
  before cumulative
  effect of a change in
  accounting principle-
  basic and diluted
  (Note B)                    $    (0.01)   $   (0.14)   $   (0.05)   $   (0.36)
Net loss per share -
  basic and diluted
  (Note B)                    $    (0.01)   $   (0.14)   $   (0.17)   $   (0.36)


Weighted average shares
  used in the
  calculation of loss
  per share, basic and
  diluted                       9,807,662   9,241,900     9,715,162   8,270,696




                 See Notes to Consolidated Financial Statements.







                                        3







                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                         Nine Months Ended
                                                             June 30,
                                                     ---------------------------
                                                         2001           2000
                                                     ------------   ------------
Cash flows from operating activities:
  Net loss                                           $(1,662,481)   $(2,976,243)
  Adjustments to reconcile net
    income to net cash provided by
    operating activities:
      Depreciation and amortization                      663,456        887,380
      Amortization of debt discount                      233,338         86,268
      Cumulative effect of a change
        in accounting principle                        1,130,384           --
   Loss on sale of property and equipment                 13,175
   Changes in operating assets
     and liabilities:
       Accounts and other receivables                    472,364        113,730
       Prepaid expenses and other
         current assets                                   44,090         12,374
       Inventories                                       (69,894)       953,326
       Accounts payable and accrued
         expenses                                       (322,300)    (1,073,999)
       Deferred revenue                                     (587)        14,795
       Customer deposits                                 (81,239)          --
                                                     -----------    -----------

        Net cash used by
          operating activities                           420,306     (1,982,369)
                                                     -----------    -----------

Cash flows from investing activities:
  Proceeds from sale of property
   and equipment                                         151,374           --
  Purchase of property and equipment                     (27,147)      (283,232)

    Net cash provided by (used in)
      investing activities                               124,227       (283,232)

Cash flows from financing activities:
  Net repayments under
    revolving line of credit                                --       (3,169,589)
  Net repayments of subordinated
    note payable                                        (894,041)          --
  Net proceeds from issuance of
   common stock in a private
   placement offering                                       --        1,600,516
  Net proceeds from issuance of
   warrants in a private placement
   offering                                                 --        3,486,412
  Net proceeds from issuance of
   debt in a private placement
   offering                                                 --          975,437
  Exercise of stock options                                 --          607,422

     Net cash (used in) provided by
       financing activities                             (894,041)     3,500,198

         Net (decrease) increase
           in cash and cash equivalents                 (349,508)     1,234,597

Cash and cash equivalents
  at beginning of period                               1,460,446        289,320

Cash and cash equivalents
  at end of period                                   $ 1,110,938    $ 1,523,917
                                                     ===========    ===========

                 See Notes to Consolidated Financial Statements.



                                        4`

#### HEMAGEN
DIAGNOSTICS, INC. AND SUBSIDIARIES

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The Company has prepared
the accompanying unaudited consolidated financial statements pursuant to the
rules and regulations of the Securities and Exchange Commission. These financial
statements should be read together with the financial statements and notes in
the Companys 2000 Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The accompanying
consolidated financial statements reflect all adjustments and disclosures which,
in our opinion, are necessary for fair presentation. All such adjustments are of
a normal recurring nature. Management believes that the results of operations
for the interim periods are not necessarily indicative of the results for the
entire year.

NOTE B - NET INCOME (LOSS) PER SHARE

Basic earnings per common
share are computed based upon the weighted average number of common shares
outstanding during the three month and nine month periods ending June 30, 2001
and June 30, 2000. Diluted earnings per common share are computed based on
common shares outstanding plus the effect of dilutive stock options and other
potentially dilutive common stock equivalents consisting of stock purchase
warrants and convertible debentures. The dilutive effect of stock options and
other potentially dilutive common stock equivalents is determined using the
treasury stock and if-converted method based on the Companys average stock
price. Common stock equivalents totaling 7,724,215 and 7,506,169 at June 30,
2001, and June 30, 2000, respectively, were not included in the computation of
diluted net loss per share because to do so would have been anti-dilutive.

NOTE C - NOTE PAYABLE

On September 1, 1998, the
Company  acquired  certain assets,  primarily  accounts  receivable,  inventory,
equipment and certain  intellectual  property,  and assumed certain  liabilities
related  to the  Analyst®  product  line of Dade  Behring,  Inc.  for total
consideration  and related costs of $5,007,000.  The purchase price consisted of
$3,500,000 in cash and an unsecured  subordinated  promissory note in the amount
of $1,250,000 due September 1, 2000. Prior to September 1, 2000, the Company was
in negotiations  with Dade Behring to restructure the note. On November 9, 2000,
the Company and Dade Behring agreed to restructure  the $1,250,000 note payable,
and a restructured  purchase  agreement dated June 6, 2000. In conjunction  with
the June 6, 2000,  restructuring  agreement an additional amount of $158,000 was
owed to Dade Behring.  The Company had accounts receivable of $200,000 from Dade
Behring at November 9,2000.

On November 9, 2000, the
Company reached an agreement with Dade Behring which provided for the settlement
of the $1,250,000 note payable. This settlement called for a cash payment of
$800,000, a reduction of the outstanding balance by the $200,000 receivable,
issuance of a new note for $397,000, and the issuance of 100,000 shares of
Hemagen common stock. As part of this agreement, Dade Behring agreed to a
$200,000 adjustment of the original purchase price, and waived all penalties due
under the prior agreement. The note for $397,000 bears interest at the rate of
10% per annum requires 24 monthly payments of $12,810 and a final payment of
$134,112 due on November 15, 2002. The common shares were estimated to have a
value of $100,000 based on the market price. Under this agreement, Dade Behring
continues to provide manufacturing services to the Company. As of June 30, 2001,
$302,959 is owed on the restructured note.

NOTE D - CHANGE IN ACCOUNTING PRINCIPLE

In November 2000 the FASB
Emerging Issues Task Force (EITF) issued a consensus that requires the
remeasurement of original issue discount on debt securities with characteristics
similar to the senior subordinated secured convertible notes issued by the
Company in the private placement completed in May 2000. The Company adopted this
consensus in the quarter ended December 31, 2000. This adoption resulted in an
increase to the original issue discount by $1,130,384. In accordance with the
consensus, this additional original discount was expensed in December 2000 and
recognized as a cumulative effect of a change in accounting principle.

NOTE E - PRIVATE PLACEMENT

On May 24, 2000, the
Company completed a private placement offering of senior subordinated secured
convertible notes in the amount of $6,315,000 with net proceeds of $6,025,524.
The offering consisted of units of senior subordinated secured convertible
notes, common stock and detachable warrants. Each unit was sold for $500,000 and
consisted of one $500,000 senior subordinated secured convertible note, 200,000
detachable warrants to purchase common stock and 93,750 shares of common stock.

The senior subordinated
secured convertible notes mature on April 17, 2005, with no principal payments
required until maturity. The notes provide for quarterly interest payments at
the annual rate of 8%. The effective interest rate on these notes was calculated
to be approximately 58% and an original issue discount of approximately
$5,185,000 is being amortized over the term of the notes (see Note D regarding
change in Accounting Principle). The face value of the notes outstanding at June
30, 2001, is $6,090,000.

The senior subordinated
secured  convertible  notes are  convertible  into shares of the  Companys
common stock at a conversion price of $2.00 per share. The Company may force the
notes to be  converted at any time after the common stock has traded above $4.50
for ten  consecutive  business  days.  Additionally,  the Company may prepay the
notes  at any time at the  face  value of the  notes  plus  accrued  and  unpaid
interest. During the nine months ended June 30, 2001, the Company issued 110,000
shares of common stock in  connection  with the  conversion of $225,000 of notes
payable.

In conjunction with the
sale of the units, 2,526,000 warrants were issued. The warrants issued allow the
holder to purchase  one share of common  stock at an exercise  price of $2.75 at
any time on or after April 30, 2001,  through  April 30,  2002.  The Company may
call the  warrants  for $0.10  per  warrant  at any time  after  April 30,  2001
provided that the closing bid price of the  Company's  common stock has exceeded
$4.25 for ten consecutive  business days. Using the Black-Scholes option pricing
model the estimated fair value of the warrants was  approximately  $1.34 each or
$3,384,840.  An additional 75,800 warrants were issued to the placement agent of
the offering at the estimated value of $101,572.  The offering  provided for the
issuance of 1,184,072  shares of common stock to the unit holders.  These shares
were valued at  approximately  $1.52 per share for a total value of  $1,799,789.
The  placement  agent for the  offering was issued  75,800  shares at a value of
$115,216.

NOTE F - STOCKHOLDERS EQUITY

During the nine months
ended June 30, 2001, the Company granted options for the purchase of 355,000
shares of Common Stock to employees at exercise prices varying between $0.63 to
$1.25 per share. Also, during the nine months ended June 30, 2001, options for
the purchase of 115,504 shares of Common Stock expired. At June 30, 2001,
options for the purchase of 2,526,660 shares of common stock with a weighted
average exercise price of $1.32 are outstanding.

In connection with the
closure of the Companys  Waltham facility,  the Company granted options as
part of the employees  retention  agreements,  for the purchase of 190,000
shares  of Common  Stock  with an  exercise  price of $2.00 in  satisfaction  of
amounts accrued at September 30, 2000 totaling $142,500.

#### MANAGEMENTS DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this
report that are not historical facts constitute forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995, and
are intended to be covered by the safe harbors created by that Act. Reliance
should not be placed on forward looking statements because they involve unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to differ materially from those expressed or
implied. Any forward-looking statement speaks only as of the date made. The
Company undertakes no obligation to update any forward-looking statements to
reflect events or circumstances after the date on which they are made.

Statements concerning the
establishments of reserves and adjustments for dated and obsolete products,
write-offs of goodwill, relocation expenses, expected financial performance,
on-going business strategies and possible future action which Hemagen intends to
pursue to achieve strategic objectives constitute forward-looking information.
The sufficiency of such charges, implementation of strategies and the
achievement of financial performance are each subject to numerous conditions,
uncertainties and risk factors. Factors which could cause actual performance to
differ materially from these forward-looking statements, include, without
limitation, managements analysis of Hemagens assets, liabilities and
operations, the failure to sell datesensitive inventory prior to its
expiration, the inability of particular products to support goodwill allocated
to them, competition, new product development by competitors which could render
particular products obsolete, the inability to develop or acquire and
successfully introduce new products or improvements of existing products, costs
and difficulties in complying with laws and regulations administered by the U.S.
Food and Drug Administration and the ability to assimilate successfully product
acquisitions.

Overview

Hemagen Diagnostics, Inc.
is a biotechnology company, which develops, manufactures, and markets more than
150 FDA-cleared proprietary medical diagnostic test kits used to aid in the
diagnosis of certain autoimmune and infectious diseases. In the United States,
the Company sells its products directly to physicians, veterinarians, clinical
laboratories and blood banks and on a private-label basis through multinational
distributors of medical supplies. Internationally, the Company sells its
products primarily through distributors. Hemagen also manufactures and sells
The Analyst®, an FDA-cleared clinical chemistry analyzer used to
measure important constituents in human and animal blood. The Company sells the
Analyst both directly and through distributors servicing both the
physicians office laboratories and veterinarians offices. The
Company focuses on markets that offer significant growth opportunities. The
Company was incorporated in 1985 and was listed on the NASDAQ stock exchange in
1993.

Results of Operations

The Three-Month Period Ended June 30, 2001
Compared to the Three-Month Period Ended June 30, 2000

Revenues for the
three-month period ended June 30, 2001, decreased $477,000 (17%) to
approximately $2,382,000 from approximately $2,859,000 for the same period ended
June 30, 2000. This decrease is primarily related to $313,000 of reduced sales
associated with the termination of the Companys contract manufacturing
agreement with Carter-Wallace that was effective February 2001. Reduced sales of
the Companys Analyst product line also impacted the lower sales for the
quarter ended June 30, 2001.

Cost of product sales
decreased fifty-two percent (52%) to approximately $1,335,000 from approximately
$2,786,000 in the same period last year. Cost of product sales as a percentage
of sales decreased from 97% to 56% for the three-month periods ended June 30,
2001 and 2000, respectively. The reduction of cost of product sales mainly
resulted from production inefficiencies incurred in the quarter ended June
30, 2000. During the three month period ended June 30, 2000, the results for the
quarter were negatively impacted by the costs to transition the Analyst
production to the Companys own facilities from those of Dade Behring.
Prior to this transition, the Company had been paying Dade Behring a significant
fixed monthly fee to provide Analyst products to the Company. Additionally, the
Analyst production levels had been minimal during the relocation and transition
period ended June 30, 2000. Cost savings realized in the three months ended June
30, 2001 mainly resulted from the consolidation of production facilities and
closure of the Companys Waltham, Massachusetts facility earlier in fiscal
2001.

Research and development
expenses decreased twenty-two percent (22%) to approximately $84,000 from
approximately $108,000, due to reduced consulting expenditures and material
expenditures associated with the current projects.

The Company is currently
working to complete several research and development programs including:

- The development of
additional consumables (rotors) for its Analyst instrument. The Company has
recently received FDA approval to market its Panels Plus Rotor. The Panels Plus
Rotor was re-configured to satisfy the Healthcare Finance Administrations
(HCFA) guidelines for reimbursement in the Physicians Office Lab (POL). The
Company has plans to launch this product in the fourth quarter of 2001.
- The completion of
clinical trials and the submission of applications to the FDA to market new
blood banking products.
- Development of a
diagnostic  test kit that will identify an AIDS marker that has been isolated by
one of the  co-discoverers  of the HIV virus. In the three months ended June 30,
2001,the Company began shipping kits to our customer,  URRMA Biopharma Inc., for
use on a research use only basis.9

The continuation of the
development of additional assays and reagents to fill its clinical chemistry
reagent product line sold under the RAICHEM label. Continuing efforts are
directed at increasing the line of Serum Protein immunoassays
(SPIAs) that will also be modified for use in the Analyst system.
- The continuation of the
development of additional assays and reagents to fill its clinical chemistry
reagent product line sold under the RAICHEM label. Continuing efforts are
directed at increasing the line of Serum Protein immunoassays
(SPIAs) that will also be modified for use in the Analyst system.

Selling, general and
administrative (SG&A) expenses decreased to approximately
$830,000 in the quarter ended June 30, 2001, from approximately $1,004,000 (17%)
in the quarter ended June 30, 2000. This reduction is mainly related to reduced
royalty, payroll, benefit and travel expenses.

Other expenses have been
relatively consistent at approximately $274,000 in the quarter ended June 30,
2001, compared to approximately $273,000 in the prior period. Other expenses
mainly represent interest expense. (See Liquidity and Capital
Resources).

The net loss for the period
was approximately $141,000 for the three months ended June 30, 2001, compared to
a net loss of approximately $1,311,000 in the prior period. This improvement
from the prior period is attributed to a significant improvement in our cost of
sales and gross margin. This improvement is a result of our closing of the
Waltham, Massachusetts facility, movement of Analyst production to the facility
in Columbia, Maryland and the efforts of management to improve the
Companys operations.

The Nine-Month Period Ended June 30, 2001
Compared to the Nine-Month Period Ended June 30, 2000

Revenues for the nine-month
period ended June 30, 2001 increased to approximately $8,543,000 from
approximately $8,123,000 (5%) for the same period ended June 30, 2000. This
increase is attributable to approximately $697,000 of increased sales at the
Companys Raichem division as a result of a supply agreement reached with
Roche Diagnostics in December 1999 which is still being ramped up at this time.
The termination of a contract manufacturing agreement with Carter-Wallace
resulted in reduced sales of $320,000. See the comparison of the three-month
periods ended June 30, 2001 and 2000.

Cost of product sales
decreased to approximately $5,431,000 from approximately $7,331,000 (26%) in the
prior year, despite increased sales. As a percentage of sales, cost of product
sales decreased to 64% from 90% of sales. This decrease is attributed to a
reduction in overhead costs as compared to the prior period. In particular, the
nine months ended June 30, 2000, were burdened with the cost of relocating the
Analyst product line from Dade Behring to the Companys Columbia, Maryland,
facility. Also, headcount reductions have been made from the prior year as a
result of the Companys relocation of its ELISA and Hemaglutination product
lines from Waltham, Massachusetts, to Columbia, Maryland. Increased sales volume
at the Companys Raichem division also led to lower cost of product sales
as a percentage of sales.

Research and development
expenses decreased to $294,000 from $415,000 (29%) in the prior period, as a
result of work force reductions and lower facility costs in this area. For a
detail of current research and development projects see the comparison of
three-month periods ended June 30, 2001 and 2000.

Selling, general and
administrative expenses decreased to approximately $2,681,000 from approximately
$2,875,000 (7%), mainly due to reduced administrative expenses in fiscal 2001
associated with the consolidation of the Companys facilities.

Other expenses increased to
approximately $669,000 from approximately $478,000 (40%) during the same period
last year. The increase is a result of higher interest expense associated with
the private placement offering completed in May 2000. (See Liquidity and
Capital Resources).

Net loss before the
cumulative effect of a change in accounting principle for the nine months ended
June 30, 2001, was $532,000 as compared to approximately $2,976,000 in the same
period last year. This reduction is attributed to an increase in the sales
volume and a significant improvement in cost of sales and gross profit
associated with the closure of the Waltham, Massachusetts facility, the
relocation of Analyst production to the Companys Columbia, Maryland
facility and managements cost cutting efforts. These operational
improvements were partially offset by an increase in interest expense.

In the first quarter of
fiscal 2001, the Company recorded a cumulative effect of a change in accounting
principle that resulted in a one-time non-cash charge of $1,130,000. The change
in accounting principle was recognized as a result of a new accounting
pronouncement regarding the accounting for the senior subordinated secured
convertible notes issued in conjunction with the private placement offering
completed in May 2000.

Liquidity and Capital Resources

During the first nine
months of fiscal 2001, earnings adjusted for non-cash charges provided cash of
$365,000. Non-cash charges consist principally of depreciation, amortization,
and the cumulated effect of a change in accounting principle. This positive cash
generated was slightly increased by the cash provided as a result of the change
in working capital, which resulted in net cash provided from operating
activities of $420,000.

At June 30, 2001, Hemagen
had approximately $1,111,000 of unrestricted cash, working capital of
approximately $4,460,000 and a current ratio of 2.8 to 1.0. At September 30,
2000, the Company had working capital of approximately $3,451,000 and a current
ratio of 1.8 to 1.0. During the nine months ended June 30, 2001 Hemagen had
capital expenditures of $27,000. Hemagen has no major capital expenditures
planned for the remainder of fiscal 2001.

Over the next twelve months
Hemagen may attempt to secure a traditional working capital revolving line of
credit. The senior secured subordinated convertible notes that were sold in the
private placement provide for Hemagen to secure such financing by allowing the
lender to obtain a first lien on all assets of Hemagen ahead of the Note holders
in an amount not to exceed $1 million. Hemagen can give no assurance that it
will be able to obtain such financing, or that, if obtained that such terms will
be favorable to the Company.

Cash provided by operating
activities increased to approximately $420,000 for the nine months ended June
30, 2001, as compared to approximately $1,982,000 of cash used in the nine
months ended June 30, 2000. This increase in cash mainly resulted from $365,000
of cash provided from earnings adjusted for non-cash items as compared to
$2,003,000 of cash used in the nine months ended June 30, 2000.

Cash provided by investing
activities was approximately $124,000 in the nine months ended June 30, 2001, as
compared to $283,000 of cash used in the prior period. Cash provided from
investing activities in the current fiscal year mainly resulted from the sale of
equipment and laboratory fixtures associated with the closure of the Watham,
Massachusetts facility. Cash used in the prior year resulted from expenditures
associated with the relocation of the Analyst product lines production to
the Columbia, Maryland facility.

Cash used by financing
activities totaled $894,000 in the nine months ended June 30, 2001,as compared
to $3,500,000 provided in the nine months ended June 30, 2000. This increase in
cash used is attributed to payments made to Dade Behring Inc. in the nine months
ended June 30, 2001. The cash provided during the nine months ended June 30,
2000 represented the proceeds of the Companys private placement offering
that was completed in May 2000 of approximately $6,025,000, offset by the
repayment and termination of the Companys revolving line of credit on
April 20, 2000.

#### PART IIOther
Information

Item 2.    Changes in Securities and Use of Proceeds

On July 5, 2001 and July
30, 2001, the Registrant issued 42,572 and 12,060 shares, respectively of its
common stock in payment of directors fees to its four non-employee
directors. The stock was issued in lieu of directors fees of $42,000
pursuant to the Companys standard arrangement with its non-employee
directors. The issuance was exempt from registration under the Securities Act of
1933 pursuant to the exemption provided by Section 4(2) of that Act.

Item 6.   Exhibits and Reports on Form 8-K

None.

#### 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.

|August 14, 2001August 14, 2001 | Hemagen Diagnostics, Inc.
                                                     (Registrant)/s/William P. HalesWilliam P. Hales
President/s/Deborah F. RicciDeborah F. Ricci
 Chief Financial Officer
|------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------