SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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, 2000     Commission File number 1-11700



                            HEMAGEN DIAGNOSTICS, INC.
--------------------------------------------------------------------------------
                     (Exact name of Small Business Issuer as
                            Specified in its Charter)


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


               34-40 Bear Hill Road, Waltham, Massachusetts 02451
--------------------------------------------------------------------------------
               (Address of principal executive offices, Zip Code)


                                 (781) 890-3766
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)


     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.

                Yes   X               No

     As of June 30, 2000, the issuer had 9,592,662 shares of Common Stock,  $.01
par value per share outstanding.


<PAGE>


                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                                      INDEX


                                                                     PAGE NUMBER
                                                                     -----------

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

                   Consolidated Balance Sheets;                           2
                   June 30, 2000 and
                   September 30, 1999

                   Consolidated Statements                                4
                   of Operations; three months and nine months
                   ended June 30, 2000 and 1999

                   Consolidated Statements                                5
                   of Cash Flows; nine months
                   ended June 30, 2000 and 1999

                   Notes to Consolidated                                  6
                   Financial Statements

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


PART II.  OTHER INFORMATION

          Item 1.   Other Information.                                    12

          Item 2.   Changes in Securities and Use of Proceeds             12

          Item 6.   Exhibits and Reports on Form 8-K                      12





                                       1
<PAGE>




PART I  -Financial Information


                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                     ASSETS

                                                    June 30,       September 30,
                                                      2000              1999
                                                  ------------     -------------


Current Assets:
  Cash and cash equivalents                       $ 1,523,917     $   289,320
  Accounts receivable, less allowance for
  doubtful accounts of $465,656 at June 30,2000
  and $368,000 at September 30, 1999                1,763,286       1,877,016
  Inventories                                       4,711,580       5,664,906
  Prepaid expenses and other current assets           281,824         294,198
                                                  -----------     -----------

          Total current assets                      8,280,607       8,125,440


Property and Equipment:
  Fixed assets                                      8,181,515       7,889,216
  Less accumulated depreciation                     4,906,323       4,116,066
                                                  -----------     -----------

                                                    3,275,192       3,773,150

Other assets                                          317,045         253,874
                                                  -----------     -----------

                                                  $11,872,844     $12,152,464
                                                  ===========     ===========





                 See Notes to Consolidated Financial Statements.




                                       2
<PAGE>




                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                    June 30,       September 30,
                                                      2000             1999
                                                 ------------      -------------


Current Liabilities:
  Accounts payable and accrued expenses          $  1,800,362    $  2,836,551
  Deferred revenue                                     99,169          84,374
  Note payable - Bank                                    --         3,169,589
  Subordinated note payable,
    net of unamortized discount of $18,761
    and $86,870 at June 30, 2000 and
    September 30, 1999, respectively                1,031,239       1,163,130
                                                 ------------    ------------

    Total current liabilities                       2,930,770       7,253,644

Long Term Liabilities:
  Senior Subordinated Secured Convertible
  Notes, net of unamortized discount of
  $5,103,677 at June 30, 2000                       1,211,323            --

Stockholders' Equity:
   Preferred stock, no par value - 1,000,000
     shares authorized; none issued                      --              --
   Common stock, $.01 par value - 30,000,000
     shares authorized; issued:
     9,592,662 at June 30,2000 and 7,851,890
     at September 30, 1999                             95,926          78,519
   Additional paid-in capital                      19,231,714      13,440,947
   Accumulated deficit                            (11,501,252)     (8,525,009)
                                                 ------------    ------------
                                                    7,826,388       4,994,457
   Less Treasury Stock at cost; 100,000 shares        (89,637)        (89,637)
   Receivable from stockholder                         (6,000)         (6,000)
                                                 ------------    ------------
          Total Stockholders' Equity                7,730,751       4,898,820
                                                 ------------    ------------

                                                 $ 11,872,844    $ 12,152,464
                                                 ============    ============

        See Notes to Consolidated Financial Statements.



                                       3
<PAGE>


                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                  Three Months Ended       Nine Months Ended
                                      June 30,                 June 30,
                              -----------------------  ------------------------
                                 2000         1999        2000         1999
                              -----------  ----------  -----------  -----------

Revenues:
   Product sales              $ 2,859,055  $3,698,853  $ 8,122,711  $11,956,355
                              -----------  ----------  -----------  -----------

Costs and expenses:
   Cost of product sales        2,786,003   2,156,769    7,331,348    7,257,487
   Research and development       107,542     310,777      414,585      957,542
   Selling, general and
     administrative             1,003,656   1,116,681    2,875,372    3,368,359

                                3,897,201   3,584,227   10,621,305   11,583,388
                              -----------  ----------  -----------  -----------

   Operating income (loss)     (1,038,146)    114,626   (2,498,594)     372,967

Other expenses, net              (273,156)    (70,002)    (477,649)    (320,950)
                              -----------  ----------  -----------  -----------

    Income (loss) before
      income taxes             (1,311,302)     44,624   (2,976,243)      52,017
Provision for income taxes
   (Note C)                            --          --           --           --
                              -----------  ----------  -----------  -----------

    Net income (loss)         $(1,311,302) $   44,624  $(2,976,243) $    52,017
                              ===========  ==========  ===========  ===========

Net income (loss) per share-
  basic (Note B)              $     (0.14) $     0.01  $     (0.36) $     0.01
                              ===========  ==========  ===========  ===========

Net income (loss) per share-
  assuming dilution (Note B)  $     (0.14) $    0.01   $     (0.36) $      0.01
                              ===========  ==========  ===========  ===========



                 See Notes to Consolidated Financial Statements.




                                       4
<PAGE>




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

                                                        Nine Months Ended
                                                            June 30,
                                                 -------------------------------
                                                     2000              1999
                                                 ------------      -------------
Cash flows from operating activities:
  Net income  (loss)                             $(2,976,243)      $    52,017
  Adjustments to reconcile net income
    (loss) to net cash provided (used)
    by operating activities:
      Depreciation and amortization                  887,380         1,064,520
  Amortization of fees and discount - Senior
   subordinated note                                  86,268              --
  Changes in operating assets and liabilities:
    Accounts receivable                              113,730           593,237
    Prepaid expenses and other current assets         12,374          (135,837)
    Inventories                                      953,326        (1,139,938)
    Customer Deposits                                   --             453,526
    Accounts payable and accrued expenses         (1,073,999)          474,147
    Deferred revenue                                  14,795           (61,835)
                                                 -----------       -----------

      Net cash provided (used) by operating
        activities                                (1,982,369)        1,299,837

Cash flows from investing activities:
   Purchase of property and equipment               (283,232)         (655,661)
   Other assets                                         --              (2,971)
                                                 -----------       -----------

      Net cash used by investing activities         (283,232)         (658,632)
                                                 -----------       -----------

Cash flows from financing activities:
   Net borrowings (repayments)
     of note payable                              (3,169,589)         (923,386)
   Exercise of stock options                         607,422              --
   Purchase of Treasury Stock                           --             (89,637)
   Proceeds of Sale of Private
     Placement Offerings                           6,062,365              --
                                                 -----------       -----------

        Net Cash provided (used) by
          financing activities                     3,500,198        (1,013,023)
                                                 -----------       -----------

   Net increase (decrease)
     in cash and cash equivalents                  1,234,597          (371,818)

Cash and cash equivalents
  at beginning of period                             289,320           412,193
                                                 -----------       -----------

Cash and cash equivalents at end of period       $ 1,523,917       $    40,375
                                                 ===========       ===========






                 See Notes to Consolidated Financial Statements.




                                       5
<PAGE>




                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  Reference should be made to the financial statements and
related  notes  included in the  Company's  Form 10-KSB which was filed with the
Securities and Exchange Commission on December 29, 1999.

     In the opinion of the management of the Company, the accompanying financial
statements  reflect  all  adjustments  which were of a normal  recurring  nature
necessary for a fair  presentation  of the Company's  results of operations  and
changes in financial  position for the three and nine month  periods  ended June
30, 2000. Operating results for these periods are not necessarily  indicative of
the results that may be expected for the year ending September 30, 2000.

NOTE B - NET INCOME (LOSS) PER SHARE

     Earnings  per  share  information  is  presented  in  accordance  with  the
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),  "Earnings per
Share".

     The following is a  reconciliation  of the  denominator  (number of shares)
used in the  computation  of earnings per share.  The  numerator  (net income or
loss) is the same for basic and diluted computations.

                                 Three months ended       Nine Months Ended
                                      June 30,                June 30,
                                ---------------------   ---------------------
                                   2000       1999        2000        1999
                                ---------   ---------   ---------   ---------

Basic shares                    9,241,900   7,751,890   8,270,696   7,790,004

Effect of dilutive securities
  - options and warrants             --          --          --          --

Dilutive shares                 9,241,900   7,751,890   8,270,696   7,790,004

     Options and warrants to purchase  2,303,364 and 2,595,755  shares of common
stock,  respectively  at prices  ranging  from  $0.97  through  $2.19 and $2.75,
respectively,  were  outstanding  at June 30, 2000. In addition,  in conjunction
with the private  placement  offering  completed  on May 24,  2000,  warrants to
purchase  2,601,800  shares of common stock were issued with exercise  prices of
$2.75 per share.  These warrants can be exercised  anytime on or after April 30,
2001, but before April 30, 2002.  These shares are excluded from the calculation
of earnings  per share for the three and six months  ended June 30, 2000 because
they are anti-dilutive.




                                       6
<PAGE>


NOTE C - PRIVATE PLACEMENT OFFERING

     On May 24, 2000, the Company  completed a private  placement  offering with
net  proceeds  of  $6,062,365.   The  offering  consisted  of  units  of  senior
subordinated  convertible notes,  common stock and warrants.  Each unit was sold
for  $500,000  and  consisted  of  one  $500,000  senior  subordinated   secured
convertible note, 200,000 warrants to purchase common stock and 93,750 shares of
common stock.

     The senior subordinated secured convertible notes mature on April 30, 2005,
with no  principal  payments  required  until  maturity.  The notes  provide for
quarterly  interest  payments at the annual rate of 8%. The  effective  interest
rates 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.

     The new notes are  convertible  at $2.50 with a  potential  reset after six
months,  based on the then stock price,  but to not less than $2.00. 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 full  face  value of the  notes  plus
accrued and unpaid interest.

     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,  until
April 30, 2002. In conjunction  with the sale of the units,  2,526,000  warrants
were issued.  Using the  Black-Scholes  option  pricing model the estimated fair
value of the warrants was  approximately  $1.34 each or $3,384,840 in aggregate.
The Company may call the  warrants  for $.10 per warrant at any time after April
30, 2000 if the closing  price of Hemagen's  common stock  exceeds $4.25 for ten
consecutive business days.

     The offering  provided for the issue of 1,184,063 shares of common stock to
the unit holders.  These shares were valued at approximately $1.52 per share for
a total value of $1,799,776.

NOTE D - INCOME TAXES

     No provision for income taxes has been accrued during the periods presented
due to the availability of net operating loss carry forwards.

NOTE E - RECLASSIFICATIONS

     Certain  reclassifications have been made to 1999 amounts to conform to the
2000 presentation.



                                       7
<PAGE>



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

     Certain  statements  contained 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 the  Company  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,  new  management's
analysis of the Company's assets, liabilities and operation, 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 and the ability to  assimilate  successfully
product acquisitions.

Overview

     Hemagen Diagnostics,  Inc. (the "Company") is a biotechnology company which
develops,  manufactures, and markets 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. The Company also manufactures
and sells an FDA-cleared  clinical  chemistry  analyzer ("The  Analyst") 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  laboratory and veterinary  markets.  The Company was incorporated in the
Commonwealth  of  Massachusetts  in 1985  and  reincorporated  in the  state  of
Delaware in 1992.

Results of Operations

The Three Month Period Ended June 30, 2000
Compared to the Three Month Period Ended  June 30, 1999

     Revenues  for the three month  period  ending June 30,  2000  decreased  to
approximately  $2,859,000  from  approximately  $3,699,000  for the same  period
ending June  30,1999.  This  decrease is primarily  due to Analyst  product line
sales that were lower than the prior year.  Sales levels in 1999 were  benefited
by initial stocking orders with the North American distributor.  The sale of the
Company's  Cellular Products,  Inc.  subsidiary in June 1999 resulted in reduced
sales of approximately  $253,000.  Offsetting these decreases was an increase in
sales at the Company's Raichem division.



                                       8
<PAGE>


     Cost of product sales  increased  from  approximately  $2,157,000 or 58% of
sales to  approximately  $2,786,000  or 97% of sales.  This  increase in cost of
product sales is mainly  attributed  to  inefficiencies  resulting  from initial
startup costs after the relocation of the Analyst  product line to the Company's
Maryland facility,  combined with increased inventory reserves booked for excess
Analyst equipment and parts.

     Research and development expenses decreased to approximately  $108,000 from
approximately  $311,000 (65%), due to workforce  reductions and reduced facility
costs allocated to research and development. The Company is currently working to
complete several research and development programs.

     The  Company  recently  received  clearance  from  the  FDA to  market  the
Virgo(R)(beta)2   Glycoprotein   I  lgA  Antibody   Kit,   the   Virgo(R)(beta)2
Glycoprotein  I lgG  Antibody  Kit and the  VIRGO(R)(beta)2  Glycoprotein  I lgM
Antibody  Kit.  These ELISA kits aid in the  diagnosis of Primary and  Secondary
Antiphospholipid  Syndrome. This Syndrome is characterized by unusual thrombotic
events  (coagulation)  and poses a significant  threat to several organ systems.
This assay alerts the physician to the autoimmune  disease and allows him/her to
treat the  patient  accordingly.  In  addition  to these  products,  Hemagen  is
developing  several  other  complementary  assays  to  our  already  significant
portfolio of autoimmune disease products.  To date, Hemagen has more than 15 FDA
cleared products to aid in the differential diagnosis of autoimmune disease.

     On  February  1, 2000,  the  Company  announced  that it signed a long-term
agreement  to  provide  reagents  and  diagnostic  kits  to  Roche   Diagnostics
Corporation.   The  extent  of  the  agreement   encompasses   thirty   products
manufactured  by the Company's  Raichem  division which are expected to generate
revenues  in excess of seven  million  dollars  over the next three  years.  The
Company will submit several  products for FDA clearance in conjunction with this
agreement in order to market those specific  products for use on the Roche Cobas
Mira Clinical Chemistry Analyzer.

     Selling,   general  and  administrative   ("SG&A")  expenses  decreased  to
approximately $1,004,000 from approximately $1,117,000,  due to reduced spending
at all of the  Company's  divisions.  In the first  quarter of fiscal 2000,  the
Company  reduced its  workforce  by 20%  providing  savings in the third  fiscal
quarter.

     Other expenses  decreased to  approximately  $$273,000  from  approximately
$70,000 due to foreign  exchange losses  experienced in 1999 offset by increased
interest  expense.  This  increase  in  interest  expense  was the result of the
increased  borrowings that were used to finance  operations and a higher rate of
interest in 2000. (See "Liquidity and Capital Resources").

     The net loss for the period was approximately $1,311,000 as compared to net
income of approximately  $45,000 in the prior period. This loss is primarily due
to reduced sales,  and increased  costs  associated with the  inefficiencies  of
relocating of Analyst production as described above.



                                       9
<PAGE>



The Nine Month Period Ended June 30, 2000
Compared to the Nine Month Period Ended June 30, 1999

     Revenues  for the six  month  period  ending  June 30,  2000  decreased  to
approximately  $8,123,000  from  approximately  $11,956,000  for the same period
ending June 30, 1999. In the nine month period ended June 30, 1999,  the Company
shipped initial stock to our North American distributor.  Sales of the Company's
blood  bank  products  were  lower in the nine  months  ended  June 30,  2000 as
shipments to the product  lines  primary  distributor,  Olympus,  terminated  in
January 1999. The effect of the sale of the Company's  Cellular  Products,  Inc.
division in July 1999 resulted in reduced sales. Additionally,  reduced sales of
the Company's  Virgo product line and reduced  contract  manufacturing  sales to
Carter Wallace were also experienced in the nine months ended June 30, 2000.

     Cost of product  sales  decreased  from a result of reduced sales offset by
increased  manufacturing  costs  experienced  in the nine months  ended June 30,
2000. As a percentage of sales,  cost of product sales increased from 61% to 90%
percent of sales.  This increase is attributed to the  relocation of the Analyst
business to the Company's own facilities. The cost of product sales was impacted
by  relocation  expenses,  duplicate  manufacturing  costs  associated  with the
relocation, and the loss of the high margin blood banking business.

     Research  and  development  expenses  decreased  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, 2000 and 1999 above.

     Selling,  general and  administrative  ("SG&A")  expenses  decreased due to
workforce reductions,  reduced marketing expenditures, and cost savings programs
implemented during the nine months ended June 30, 2000.

     Other expenses  increased  during the same period last year.  This increase
resulted from increased  interest expense and loan amortization  associated with
the private placement offering completed on May 24, 2000. The increased interest
expense is  attributable  to higher  borrowings  and an increase in the interest
rate paid by the Company.

     Net  loss  for the nine  months  ended  June  30,  2000  was  approximately
$2,976,000 as compared to income of $52,000 in the same last year.  This loss is
attributed to lower sales offset by reduced SG&A expenses.

Liquidity and Capital Resources

     The Company finances its operating  requirements,  capital expenditures and
growth primarily from cash flow from operations,  a private  placement  offering
completed on May 24, 2000, an unsecured seller note and customer deposits.

     On May 24, 2000, the Company  closed on an offering of units  consisting of
8% Senior Subordinated Secured Convertible Notes, Common Stock and Warrants, the
net proceeds of this  offering  were  $6,062,365.  The proceeds of this offering
were used to pay off the revolving line of credit with Bank of Boston in full on
April 20, 2000, and pay trade creditors.



                                       10
<PAGE>




     At June 30,  2000,  the  Company  had a working  capital  of  approximately
$5,350,000  compared to working capital of  approximately  $872,000 at September
30, 1999. This increase was principally due to the pay off of the revolving line
of  credit  with  Bank of Boston  and as a result  of the cash  provided  by the
private placement offering.

     Capital  expenditures  for the  nine  months  ended  June  30,  2000,  were
approximately  $283,000  and  were  related  to the  relocation  of the  Analyst
business to the Company's Columbia, MD facility.

     On April 19, 2000, the Company  announced its decision to  consolidate  its
operations and close its Waltham, Massachusetts facility by December 31, 2000. A
plan is currently being developed to relocate products currently produced in the
Massachusetts facility to the Company's facilities in Maryland and Brazil. Other
products  that are not  profitable  will be  discontinued.  The  Company has not
quantified the costs and anticipated  savings associated with this consolidation
at this time.

     After   consideration  of  the  expense  reduction  measures   implemented,
management believes its cash together with anticipated cash flow from operations
and proceeds the offering  described below, are sufficient to meet the Company's
cash needs for its ongoing business during fiscal 2000.

Impact of Inflation

     Domestic  inflation  during  the  last  two  fiscal  years  has  not  had a
significant  effect  on  the  Company's  business  activities.  Translation  and
transaction  gains and losses  between the Company and its  subsidiary in Brazil
are expensed each period.





                                       11
<PAGE>



                           PART II - Other Information



Item 2:  Changes in Securities and Use of Proceeds

     On April 20, May 20 and May 24, 2000 the  registrant  closed an offering of
$6,315,000 in Units  consisting  of 8% Senior  Subordinated  Convertible  Notes,
Common Stock and Warrants.  The offering price for each Unit was $500,000.  Each
Unit consists of one $500,000  Senior  Subordinated  Secured  Convertible  Note,
200,000 Warrants to purchase Common Stock and 93,750 shares of Common Stock. The
notes are convertible at $2.50 with a potential reset after six months, based on
the then  stock  price,  of not less  than  $2.00.  The  registrant  has filed a
registration  statement with respect to the Common Stock, the shares  underlying
the Notes,  the  Warrants and for the  exercise of the  Warrants.  The Notes are
convertible  at the option of the holder at any time. The registrant may require
the Notes to be converted at any time after  effectiveness  of the  registration
statement if the Common Stock  trades  above $4.50 for ten  consecutive  trading
days.  Each Warrant is exercisable for one share of Common Stock at $2.75 at any
time from April 30, 2001 until April 30, 2002. The Warrants can be called by the
registrant  at any time after April 30, 2001 so long as the closing bid price of
the  registrant's  Common Stock has exceeded $4.25 for ten  consecutive  trading
days.

     The offer  was  placed by Jesup & Lamont  Securities  Corporation.  Jesup &
Lamont received $252,635 in aggregate  underwriting  commissions associated with
this offering.

     The  issuance  of  securities  was  exempt  from  registration   under  the
Securities Act of 1933 as they were issued pursuant to Rule 506 of Regulation D.

Item 4. Submission of Matters to a Vote of Security Holders

     The Company's  Annual Meeting of  Shareholders  was held on April 25, 2000.
The following matters were voted upon by the Company's shareholders as indicated
below:

1.   Election of the following two directors for terms expiring in 2003:

          Alan S. Cohen  - 6,323,490 votes for, 24,000 withheld

          Jerry L. Ruyan - 6,323,490 votes for, 24,000 withheld

2.   Approval of  Directors'  Stock Option Plan, 2,266,720 votes for, 257,546
     votes against and 16,050 abstentions



Item 6:  Exhibits and Reports on Form 8-K

     Note applicable.



                                       12
<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 of the
undersigned thereunto duly authorized.



                                            Hemagen Diagnostics, Inc.
                                            (Registrant)



 August 14, 2000                            /s/Jerry L. Ruyan
                                            ----------------------------
                                            Jerry L. Ruyan
                                            Chief Executive Officer


 August 14, 2000                            /s/Deborah F. Ricci
                                            ----------------------------
                                            Deborah F. Ricci
                                            Chief Financial Officer