UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934



|For the Quarterly Period Ended December 31, 2003 | 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 Number)

|9033 Red Branch Road, Columbia, Maryland 21045-2105
|---------------------------------------------------
|(Address of principal executive offices, Zip Code) 

|(443) 367 5500                                  
|------------------------------------------------
|(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 December 31, 2003, the issuer had 10,104,855 shares of Common Stock, $.01 par value per
share outstanding.

---

# HEMAGEN DIAGNOSTICS,
INC. AND SUBSIDIARIES

# INDEX

|PART I.
       FINANCIAL INFORMATION | PAGE NUMBER
|------------------------------------ | -----------
|                                     | Item 1.    
|                                     |            
|                                     |            
|                                     |            
|                                     |            
|                                     | Item 2.    
|                                     | Item 3.    

|PART II.
       OTHER INFORMATION |        
|--------------------------------- | -------
|                                  | Item 6.

|SIGNATURES     |  |  | 15
|-------------- |  |  | --
|CERTIFICATIONS |  |  | 16

---

# PART I  Financial
Information

Item 1.     Financial
Statements

# HEMAGEN DIAGNOSTICS,
INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(UNAUDITED)

|                                              | December 31,
2003 | September 30,
2003
|--------------------------------------------- | ----------------- | ------------------
|ASSETS:                                       |                   |                   
|                                              |                   |                   
|CURRENT ASSETS:                               |                   |                   
|Cash and cash equivalents                     |                   |                   
|Accounts receivables, less allowance for      |                   |                   
|doubtful accounts of $182,851 and $179,251 at |                   |                   
|December 31, 2003 and September 30, 2003,     |                   |                   
|respectively                                  |                   |                   
|Inventories; net                              |                   |                   
|Prepaid expenses and other current assets     |                   |                   
|                                              |                   |                   
|Total current assets                          |                   |                   
|                                              |                   |                   
|PROPERTY AND EQUIPMENT; net of accumulated    |                   |                   
|depreciation and amortization of              |                   |                   
|$6,797,985 and $6,647,532 at                  |                   |                   
|December 31, 2003 and September               |                   |                   
|30, 2003, respectively                        |                   |                   
|OTHER ASSETS                                  |                   |                   
|                                              |                   |                   
|TOTAL ASSETS                                  |                   |                   
|                                              |                   |                   

# 3

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# HEMAGEN DIAGNOSTICS, INC.
AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(UNAUDITED)

|LIABILITIES AND STOCKHOLDERS' EQUITY                   | December 31,
2003 | September 30,
2003
|------------------------------------------------------ | ----------------- | ------------------
|                                                       |                   |                   
|CURRENT LIABILITIES:                                   |                   |                   
|Accounts payable and accrued liabilities               |                   |                   
|Deferred revenue                                       |                   |                   
|                                                       |                   |                   
|Total Current Liabilities                              |                   |                   
|                                                       |                   |                   
|Senior subordinated secured convertible notes, net of  |                   |                   
|Unamortized discount of $2,627,264 and $2,977,060 at   |                   |                   
|December 31, 2003 and September 30, 2003, respectively |                   |                   
|                                                       |                   |                   
|Total liabilities                                      |                   |                   
|                                                       |                   |                   
|COMMITMENTS AND CONTINGENGIES                          |                   |                   
|                                                       |                   |                   
|STOCKHOLDERS' EQUITY                                   |                   |                   
|Preferred stock, $0.01 par value - 1,000,000 shares    |                   |                   
|authorized; none issued                                |                   |                   
|Common stock, $.01 par value - 30,000,000 shares       |                   |                   
|authorized; issued and outstanding: 10,204,855 at      |                   |                   
|December 31, 2003 and September 30, 2003, respectively |                   |                   
|Additional paid-in capital                             |                   |                   
|Accumulated deficit                                    |                   |                   
|Accumulated other comprehensive loss-                  |                   |                   
|currency translation loss                              |                   |                   
|Less treasury stock at cost; 100,000 shares at         |                   |                   
|December 31, 2003 and September 30, 2003, respectively |                   |                   
|                                                       |                   |                   
|Total Stockholder's Equity                             |                   |                   
|                                                       |                   |                   
|Total liabilities and stockholder's equity             |                   |                   
|                                                       |                   |                   

The
accompanying notes are an integral part of the financial statements.

# 4

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# HEMAGEN DIAGNOSTICS,
INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)

|                                       | Three Months Ended
|-------------------------------------- | ------------------
|
|Revenues:                              |                   
|Product sales                          |                   
|                                       |                   
|Costs and expenses:                    |                   
|Cost of product sales                  |                   
|Research and development               |                   
|Selling, general and administrative    |                   
|                                       |                   
|Operating income (loss)                |                   
|                                       |                   
|Other expenses:                        |                   
|Interest expense, net                  |                   
|Other expenses                         |                   
|                                       |                   
|Net loss                               |                   
|                                       |                   
|Net loss per share - basic and diluted |                   
|                                       |                   
|Weighted average shares used in the    |                   
|calculation of loss per share-         |                   
|basic and diluted                      |                   
|                                       |                   

The
accompanying notes are an integral part of the financial statements

# 5

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# HEMAGEN DIAGNOSTICS,
INC. AND SUBSIDIARIESCONSOLIDATED
STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                     | Three Months Ended
December 31,
|---------------------------------------------------- | -------------------------------
|
|Cash flows from operating activities:                |                                
|Net loss                                             |                                
|Adjustments to reconcile net loss to net             |                                
|cash provided by operating activities:               |                                
|Depreciation and amortization                        |                                
|Amortization of debt discount                        |                                
|Changes in operating assets and liabilities:         |                                
|Accounts and other receivables                       |                                
|Prepaid expenses and other current assets            |                                
|Inventories                                          |                                
|Accounts payable and accrued expenses                |                                
|Deferred revenue                                     |                                
|                                                     |                                
|Net cash provided by operating activities            |                                
|                                                     |                                
|Cash flows from investing activities:                |                                
|Purchase of property and equipment                   |                                
|                                                     |                                
|Net cash used in investing activities                |                                
|                                                     |                                
|Cash flows from financing activities:                |                                
|Repayments of subordinated note payable              |                                
|                                                     |                                
|Net cash used in financing activities                |                                
|                                                     |                                
|Effects of foreign exchange rate                     |                                
|                                                     |                                
|Net increase (decrease) in cash and cash equivalents |                                
|                                                     |                                
|Cash and cash equivalents at beginning of period     |                                
|                                                     |                                
|Cash and cash equivalents at end of period           |                                
|                                                     |                                
|Supplemental disclosure of cash flow information:    |                                
|Interest paid                                        |                                
|                                                     |                                
|Stock issued in satisfaction of director's fees      |                                
|and accrued expenses                                 |                                
|                                                     |                                

The accompanying notes
are an integral part of the financial statements

6

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# 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 in accordance with accounting
principles generally accepted in the United States of America for interim financial
information and pursuant to the rules and regulations of the Securities and Exchange
Commission instructions to Form 10-QSB and Item 310(b) of regulation S-B. These financial
statements should be read together with the financial statements and notes in the
Companys 2003 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 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. The results of operations for the interim
periods are not necessarily indicative of the results of 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
months ended December 31, 2003 and December 31, 2002. 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 5,505,010 and 8,539,910 at December 31, 2003 and December 31, 2002,
respectively, were not included in the computation of diluted net loss per share because
to do so would have been anti-dilutive, given the Companys net loss.

# NOTE C  STOCK
BASED COMPENSATION

At December 31, 2003, options for the
purchase of 2,460,110 shares of common stock with a weighted average exercise price of
$1.28 were outstanding. During the three months ended December 31, 2003, options for the
purchase of 15,000 shares of Common Stock expired with an exercise price between $0.41 to
$0.98 per share. There were no options granted in the three months ended December 31,
2003.

In December 2002, the FASB issued
Statement No. 148 Accounting for Stock-Based Compensation- Transition and
Disclosure, (SFAS 148). SFAS 148 provides for alternative methods of
transition for an entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation and certain disclosures about the effects
of stock-based compensation. The fair value method of

# 7

---

accounting would require the use of
an option pricing model such as the Black-Scholes option pricing model to determine the
compensation expenses associated with stock-based compensation issued in the current
period.

If the compensation cost for our
compensation plans had been determined consistent with SFAS No.148, our net income and our
net income per common and common share equivalent would have changed to the pro forma
amounts indicated below:

|                                           | Three Months Ended
December 31,
|------------------------------------------ | -------------------------------
|
|Net Loss:                                  |                                
|As reported                                |                                
|Less stock-based compensation expense:     |                                
|determined under the fair value method for |                                
|all awards                                 |                                
|                                           |                                
|Pro forma net income (loss)                |                                
|                                           |                                
|Net income per common share:               |                                
|Basic and Diluted;                         |                                
|As reported                                |                                
|Pro forma                                  |                                

The fair value of each option grant
is estimated on the date of the grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for grants in 2003 and 2002; dividend
yield of 0%; expected volatility of 165% and 196% for 2003 and 2002, respectively;
risk-free interest rate of 4% for both periods; and expected terms of 5.0 years.

# NOTE D  INVENTORIES

|                | Three Months Ended
|--------------- | ------------------
|
|Raw Materials   |                   
|Work-in-process |                   
|Finished goods  |                   
|                |                   
|                |                   
|Less reserves   |                   
|                |                   
|Net inventories |                   
|                |                   

# 8

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# NOTE E  LINE OF
CREDIT

In September 2002, the Company
obtained a revolving line of credit with a bank for the purpose of financing working
capital needs as required. The line of credit facility provides for borrowing up to
$1,000,000 at an interest rate of Prime Rate plus 3⁄4 % and expires March 31, 2004.
Maximum borrowings under the loan are based on the domestic receivables and inventory of
the Company. At December 31, 2003 there was no outstanding balance on the line of credit
and the effective interest rate on the line of credit was 4.75%. The Company has never
borrowed on this line of credit.

# MANAGEMENTS
DISCUSSION AND ANALYSISOF 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.

Forward-looking statements may be
identified by words such as estimates, anticipates,
projects, plans, expects, intends,
believes, should, and similar expressions and by the context in
which they are used. Statements concerning the establishments of reserves and adjustments
for dated and obsolete products, 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,
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 that 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. Hemagen also manufactures and markets a complete line
of Clinical Chemistry Reagents through its

# 9

---

wholly owned subsidiary RAICHEM. In
addition, Hemagen manufactures and sells the Analyst®, an FDA-cleared Benchtop
Clinical Chemistry System used to measure important constituents in human and animal
blood, and the Endochek, a clinical chemistry analyzer used to measure important
constituents in animal blood. 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 sells the Analyst® and the Endochek both directly and through distributors
servicing both physicians office laboratories and veterinarians offices.
Hemagens products are used in many of the largest laboratories, hospitals and blood
banks around the world. Hemagen sells its products to over 1,000 customers worldwide. The
Company focuses on markets that offer significant growth opportunities. The Company was
incorporated in 1985 and became publicly traded in 1993.

Hemagens principal offices are
located at 9033 Red Branch Road, Columbia, Maryland 21045 and the telephone number is
(443) 367-5500. Hemagen maintains a website at www.hemagen.com. Investors can obtain
copies of our filings with the Securities and Exchange Commission from this site free of
charge as well as from the Securities and Exchange Commission website at www.sec.gov.

# Critical Accounting
Policies

We have identified certain accounting
policies as critical to our business operations and the understanding of our results of
operations. The impact and any associated risks related to the identified critical
accounting policies on our business operations are discussed in our Annual Report on Form
10-KSB for the fiscal year ended September 30, 2003 filed with the Securities and Exchange
Commission.

# Results of Operations

The Three Month Period
Ended December 31, 2003Compared to the Three Month Period Ended December 31, 2002

Revenues for the three-month period
ended December 31, 2003 decreased approximately $335,000 (17%) to approximately $1,650,000
from approximately $1,985,000 for the same period ended December 31, 2002. This
fluctuation in revenues is primarily attributed to:

| |  | Approximately $197,000 of reduced sales of the Analyst® product line. These reduced
sales are attributed to lower sales of consumables to the Companys human market
distributor.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Lower sales at the Companys Raichem division of $177,000. Approximately $70,000 of
this reduction was due to a large OEM customers order that was moved to January
2004.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Reduced sales of the Companys Virgo Autoimmune and Infectious Disease product line
of $90,000.
| | - | -----------------------------------------------------------------------------------------------

# 10

---

| |  | Offsetting these reductions was an increase of sales of approximately $144,000 at the
Companys 51% owned Brazilian subsidiary.
| | - | -------------------------------------------------------------------------------------------------------------------------------

Cost of product sales decreased
seventeen percent (17%) to approximately $1,111,000 from approximately $1,335,000 in the
same period last year. Cost of product sales as a percentage of sales remained 67% for
both periods. Gross margins for the quarter ended December 31, 2003 were 33% which is
equal to the gross margin for the same period last year. The decrease in cost of sales
resulted from the lower sales level.

Research and development expenses
decreased slightly (1%) to approximately $49,000 from approximately $52,000. The Company
is currently working to complete several research and development programs including:

| |  | The completion of several autoimmune disease ELISA kits.
| | - | --------------------------------------------------------

| |  | The development of additional assays and reagents to supplement its clinical chemistry
reagent product sold under the RAICHEM label.
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| |  | Submission of applications to the FDA to market new blood banking products.
| | - | ---------------------------------------------------------------------------

Selling, general and administrative
(SG&A) expenses decreased by approximately $87,000 (13%) for the quarter
ended December 31, 2003 to $573,000 from $660,000 in the same fiscal quarter. This
reduction is attributable to reduced salary expense and travel expenditures. Approximately
$50,000 of the reduced expenses is related to administrative salary positions that will be
permanent savings.

Other expenses, consisting primarily
of interest expense, increased to approximately $491,000 in the quarter ended December 31,
2003 from approximately $333,000 (47%) in the prior period.

Interest expense for the three months
ended December 31, 2003, was $477,000 as compared to $327,000 in the three months ended
December 31, 2002. The increase in interest expense resulted from the increase in
amortization of the Senior Subordinated Convertible Notes. (See Liquidity and
Capital Resources)

The net loss for the period was
approximately $574,000 for the three months ended December 31, 2003 as compared to a net
loss of approximately $396,000 in the prior period. The increase in the net loss from the
prior period mainly resulted from higher interest expense associated with the Senior
Subordinated Convertible Notes, in addition to an increase in the operating loss
associated with reduced sales for the quarter.

# Liquidity and Capital
Resources

At December 31, 2003, the Company had
$724,000 of cash, working capital of $3,775,000 and a current ratio of 4.3 to 1.

During the period ended December 31,
2003, Hemagen generated approximately $10,000 of cash from operating activities, offset by
$11,000 of cash used for financing activities.

# 11

---

In September 2002, the Company
obtained a revolving line of credit with a bank for the purpose of financing working
capital needs as required. The line of credit facility provides for borrowing up to
$1,000,000 at an interest rate of the prime rate plus 3⁄4%.

To date, the Company has not borrowed
on the line of credit and the effective interest rate on the line of credit was 4.75%.

Hemagen believes that cash flow from
operations, cash on hand at December 31, 2003, and its credit available under its line of
credit facility will be sufficient to finance its operations and capital expenditures over
the next twelve months. However, Hemagen can give no assurances that it will have
sufficient cash flow to finance its operations. Hemagen has no off-balance sheet financing
arrangements.

In April 2005, the Companys
Senior Subordinated Secured Convertible Notes outstanding of $6,090,000 become due and
payable. Hemagen does not believe that it will have sufficient cash to pay off these
notes. Hemagen will look to refinance these notes or put a new instrument in its place to
repay these notes. However, Hemagen can give no assurances that it will be able to
refinance or repay these notes.

The Three Month Period
Ended December 31, 2003Compared to the Three Month Period Ended December 31, 2002.

Net cash provided by operating
activities during the three months ended December 31, 2003 decreased to $10,000 from
$90,000 of cash provided during the three months ended December 31, 2002. This decrease in
cash generated from operations is attributed to changes in our operating assets and
liabilities, which reduced our cash generated by $42,000 and reduced cash generated after
adjusting the net loss for non-cash charges of $39,000. The changes in operating assets
and liabilities for the comparable periods include an additional $305,000 net paydown of
our accounts payable and accrued expenses offset by improved collections of our accounts
receivable of $141,000, reduced by additional expenditures for our inventory of $88,000
and an improvement in cash related to other current assets and deferred revenue of
$34,000.

Approximately $11,000 of cash was
used in investing activities in the three months ended December 31, 2003 as compared to no
expenditures in the three months ended December 31, 2002. This change in cash used is
attributed to capital expenditures in the current period. At this time, Hemagen has no
commitments for capital expenditures; however, the Companys corporate headquarters
lease expires in approximately three years. As such, the Company is currently evaluating
its future facility requirements which may result in substantial capital investment or
improvement in the near term.

There were no financing activities in
the three months ended December 31, 2003 as compared to $157,000 used in the three months
ended December 31, 2002. This cash used in the prior year was attributed to the scheduled
payments required for the subordinated note payable to Dade Behring, Inc. that was paid
off in November 2002.

# 12

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New Accounting Standards

In July 2002, the FASB issued
Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated
with Exit or Disposal Activities (SFAS 146). SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized and
measured initially at fair value only when the liability is incurred. SFAS 146 is
effective for exit or disposal activities that are initiated after December 31, 2002. The
adoption of SFAS 146 has not had any impact on the Companys consolidated financial
statements.

In November 2002, FASB issued
Interpretation No. 45 Guarantors Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of Others which requires
the guarantor to recognize at inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing a guarantee. The Company has not guaranteed the
indebtedness or obligations of others so that the adoption of this Interpretation has not
had a material impact upon its consolidated financial statements.

In November 2002, Emerging Issues
Task Force (EITF) finalized its consensus on EITF Issue 00-21 Revenue
Arrangements with Multiple Deliverables, which provides guidance on the timing of
revenue recognition for sales undertaking to deliver more than one product or service. The
Company is required to adopt EITF Issue 00-21 on transactions occurring after September
2003. The Company does not expect the adoption of EITF 00-21 will have a material effect
on its financial statements.

In January 2003, FASB issued
Interpretation No. 46 Consolidation of Variable Interest Entities which
addresses the consolidation and disclosures of these entities by business enterprises. As
the Company does not have any interests in such types of entities the adoption of this
Interpretation has not had a material impact upon its Consolidated Financial Statements.

# Item 3. Controls and
Procedures

The Companys Chief Executive
Officer, William P. Hales, and Chief Financial Officer, Deborah F. Ricci, have reviewed
the Companys disclosure controls and procedures as of December 31, 2003. Based upon
this review, these officers believe that the Companys disclosure controls and
procedures are effective in ensuring that material information related to the Company is
made known to them as of December 31, 2003 by others within the Company.

There was no change in the
Companys internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected or is reasonably likely to materially affect
Hemagens internal control over financial reporting.

# 13

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# PART II  Other
Information

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

|(a) | Exhibits
|--- | --------

| | Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
| | ------------ | -------------------------------------------------------------------

| | Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
| | ------------ | -------------------------------------------------------------------

| | Exhibit 32.1 | Certification
of Chief Executive Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the
United States Code 13a-14(b)
| | ------------ | -------------------------------------------------------------------------------------------------------------------------------

| | Exhibit 32.2 | Certification of Chief Financial Officer pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code 13a-14(b)
| | ------------ | -------------------------------------------------------------------------------------------------------------------------------

|(b) | Reports
on Form 8-K
|--- | -------------------

| | A
form 8-K dated December 12, 2003 was filed pursuant to Item 5 with respect to the
Companys announcement of the commencement of it purchases under a Rule 10b5-1 stock
purchase plan.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 14

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# 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.

|February 13, 2004February 13, 2004 |  | Hemagen Diagnostics, Inc.
(Registrant)BY: /s/William P. Hales
William P. HalesPresident andChief Executive OfficerBY: /s/Deborah F. Ricci
Deborah F. RicciChief Financial Officer
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------