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 June 30, 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 June 30, 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.
|                                  | Item 7.

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

---

# PART I  Financial
Information

Item 1. Financial
Statements

# HEMAGEN DIAGNOSTICS,
INC. AND SUBSIDIARIES

# CONSOLIDATED BALANCE SHEETS

# (UNAUDITED)

|                                           | June 30,
2003 | September 30,
2002
|------------------------------------------ | ------------- | ------------------
|ASSETS                                     |               |                   
|Current Assets:                            |               |                   
|Cash and cash equivalents                  |               |                   
|Accounts receivables, less allowance for   |               |                   
|doubtful accounts of $ 171,398 and         |               |                   
|$532,111 at June 30, 2003 and              |               |                   
|September 30, 2002, respectively           |               |                   
|Inventories                                |               |                   
|Prepaid expenses and other current assets  |               |                   
|                                           |               |                   
|Total current assets                       |               |                   
|                                           |               |                   
|Property and Equipment; net of accumulated |               |                   
|depreciation and amortization of           |               |                   
|$6,494,392 and$6,050,641 at June 30, 2003  |               |                   
|and September 30, 2002, respectively       |               |                   
|Other assets                               |               |                   
|                                           |               |                   
|Total Assets                               |               |                   
|                                           |               |                   

See
Notes to Consolidated Financial Statements.

3

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

|                                                 | June 30,
2003 | September 30,
2002
|------------------------------------------------ | ------------- | ------------------
|LIABILITIES AND
STOCKHOLDERS EQUITY             |               |                   
|Current Liabilities:                             |               |                   
|Current portion of subordinated note payable     |               |                   
|Accounts payable and accrued expenses            |               |                   
|Deferred revenue                                 |               |                   
|                                                 |               |                   
|Total Current Liabilities                        |               |                   
|                                                 |               |                   
|Senior subordinated secured convertible          |               |                   
|notes, net of Unamortized discount of            |               |                   
|$3,280,556 and $3,974,051 at June 30, 2003       |               |                   
|and September 30, 2002, respectively             |               |                   
|                                                 |               |                   
|Total liabilities                                |               |                   
|                                                 |               |                   
|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 and outstanding:              |               |                   
|10,204,855 and 10,168,011 at June 30, 2003 and   |               |                   
|September 30, 2002, respectively                 |               |                   
|Additional paid-in capital                       |               |                   
|Accumulated deficit                              |               |                   
|Accumulated other comprehensive loss-            |               |                   
|foreign currency translation loss                |               |                   
|Less treasury stock at cost; 100,000 shares      |               |                   
|at June 30, 2003 and September 30, 2002,         |               |                   
|respectively                                     |               |                   
|                                                 |               |                   
|Total Stockholder's Equity                       |               |                   
|                                                 |               |                   
|Total Liabilities and Stockholder's Equity       |               |                   
|                                                 |               |                   

See
Notes to Consolidated Financial Statements.

4

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

|                                       | Three Months Ended | Nine 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                      |                    |                  
|                                       |                    |                  

Notes to Consolidated
Financial Statements.

5

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

|                                                     | Nine Months Ended
June 30,
|---------------------------------------------------- | --------------------------
|
|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                        |                           
|(Gain) Loss on sale of property and equipment        |                           
|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 (used in) operating activities  |                           
|                                                     |                           
|Cash flows from investing activities:                |                           
|Purchase of property and equipment                   |                           
|Proceeds from sale of property and equipment         |                           
|                                                     |                           
|                                                     |                           
|Net cash used in investing activities                |                           
|                                                     |                           
|Cash flows from financing activities:                |                           
|Repayments of subordinated note payable              |                           
|Exercise of stock options                            |                           
|                                                     |                           
|                                                     |                           
|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                  |                           
|                                                     |                           
|Supplemental disclosure of cash flow information:    |                           
|Interest paid                                        |                           
|                                                     |                           
|Stock issued in satisfaction of director's fees      |                           
|and accrued expenses                                 |                           
|                                                     |                           

See Notes to
Consolidated 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 2002 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. 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 and
nine months ended June 30, 2003 and June 30, 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
5,674,110 and 8,566,910 at June 30, 2003 and June 30, 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

During the nine months ended June 30,
2003, the Company granted options for the purchase of 123,500 shares of Common Stock to
employees at exercise prices varying between $0.29 to $0.97 per share, which represented
the fair market value on the date of the grant. Also, during the nine months ended June
30, 2003, options for the purchase of 304,000 shares of Common Stock expired with an
exercise price between $0.63 to $2.00 per share. At June 30, 2003, options for the
purchase of 2,629,110 shares of common stock with a weighted average exercise price of
$1.25 were outstanding.

7

---

During the nine months ended June 30,
2003 the Company issued 36,844 shares of common stock in lieu of cash payments that were
accrued at the prior year end which were for directors compensation with a value of
$14,000.

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 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 | Nine Months Ended
|---------------------------- | ------------------ | -----------------
|
|Net Income:                  |                    |                  
|As reported                  |                    |                  
|Pro forma                    |                    |                  
|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 196% and 89% for 2003 and 2002, respectively;
risk-free interest rate of 4% for both periods; and expected lives ranging from 5.0 to
10.0 years.

# NOTE D-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 %. Maximum borrowings under the
loan are based on the domestic receivables and inventory of the Company. At June 30, 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.

8

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# 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, 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 wholly owned subsidiary RAICHEM. In addition,
Hemagen manufactures and sells the Analyst® an FDA-cleared Clinical Chemistry Analyzer
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.

9

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# Results of Operations

The Three Month Period
Ended June 30, 2003Compared to the Three Month Period Ended June 30, 2002

Revenues for the three-month period
ended June 30, 2003 decreased approximately $191,000 (8%) to approximately $2,169,000 from
approximately $2,360,000 for the same period ended June 30, 2002. This fluctuation in
revenues is primarily attributed to:

| |  | Reduced sales of our autoimmune and infectious disease product line of $110,000 for our
U.S. Operations and $84,000 for our Brazilian 51% owned subsidiary.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Approximately $109,000 of reduced sales of the Analyst® Product line. These reduced
sales are attributed to lower sales of consumables of the Companys human market
distributor.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Lower sales of the Endocheck
product line of $34,000.
| | - | -----------------------------------------------------

| |  | Offsetting these reductions was an increase of sales of approximately $146,000 at the
Companys Raichem division.
| | - | -----------------------------------------------------------------------------------------------------------------

Cost of product sales increased two
percent (2%) to approximately $1,471,000 from approximately $1,444,000 in the same period
last year despite the decrease in sales for the applicable period. Cost of product sales
as a percentage of sales increased from 61% to 68%. This increase of cost of sales mainly
resulted from higher costs associated with the Analyst product line and costs at the
Raichem division as a result of lower production efficiencies.

Research and development expenses
decreased forty-four percent (44%) to approximately $58,000 from approximately $103,000
due to a reduction in the full-time staff being maintained by the Company.

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 $196,000 (24%) for the quarter ended June 30, 2003 to
$632,000 from $828,000 in the same fiscal quarter. This reduction is attributable to
reduced legal, consulting and administrative labor expenses.

Other expenses, consisting primarily
of interest expense, increased to approximately $400,000 in the quarter ended June 30,
2003 from approximately $283,000 (41%) in the prior period.

10

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Interest expense for the three months
ended June 30, 2003, was $388,000 as compared to $282,000 in the three months ended June
30, 2002, the increase in interest expense resulted from the amortization of the Senior
Subordinated Convertible Notes. (See Liquidity and Capital Resources)

The net loss for the period was
approximately $392,000 for the three months ended June 30, 2003 as compared to a net loss
of approximately $298,000 in the prior period. The increase in the net loss from the prior
period resulted from higher interest expense associated with the Senior Subordinated
Convertible Notes.

The Nine Month Period
Ended June 30, 2003Compared to the Nine Month Period Ended June 30, 2002

Revenues for the nine month period
ending June 30, 2003 decreased $976,000 to approximately $6,201,000 from approximately
$7,177,000 (14%) for the same period ending June 30, 2002. This decrease is mainly
attributed to:

| |  | Lower sales of Analyst products of approximately $287,000. In particular, sales of Analyst
consumables to the human market products distributor have decreased from the prior year.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Lower sales of the
Companys autoimmune and infectious disease product lines of $262,000. · Lower
sales at the Companys Raichem division of approximately $187,000, which mainly
resulted from
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | lower sales to Roche Diagnostics in conjunction with a supply agreement that extends
 to December 2006.
| | - | -------------------------------------------------------------------------------------------------------

| |  | Reduced sales at the Company's Brazilian 51% owned subsidiary of approximately $187,000 related to the
Companys
autoimmune and infectious disease product line.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Lower sales of the Endocheck
product line of $53,000.
| | - | -----------------------------------------------------

Cost of product sales decreased to
approximately $4,226,000 from approximately $4,624,000 (9%). As a percentage of sales,
cost of product sales increased to 68% from 64% as compared to the same period last year.
This increase in cost of product sales as a percentage of sales is attributed to higher
unit costs associated with lower production levels.

Research and development expenses
decreased to $167,000 from $330,000 (49%) as a result of reduced salary, consulting and
project expenditures in the current period. For a summary of current research and
development projects see the comparison of three month periods ended June 30, 2003 and
2002.

Selling, general and administrative
expenses decreased to approximately $1,972,000 from approximately $2,549,000 (23%), due to
reduced headcount at both the Hemagen and Raichem locations and legal expense. This
reduced headcount has had no impact on operations and reflects the normal recurring
expenses of the Company.

11

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Other expenses increased to
approximately $1,072,000 from approximately $788,000 (36%) during the same period last
year. The increase is a result of higher interest expense associated with the amortization
of the Senior Subordinated Convertible Notes. (See Liquidity and Capital
Resources).

Net loss for the nine months ended
June 30, 2003 was $1,235,000 as compared to approximately $1,113,000 in the same period
last year. This increase in the net loss is attributed to an increase in interest expense
slightly offset by a lower operating loss in the current period.

# Liquidity and Capital
Resources

At June 30, 2003, the Company had
$672,000 of cash, working capital of $3,487,000 and a current ratio of 3.5 to 1.

During the nine month period ended
June 30, 2003, Hemagen generated $341,000 of cash for operating activities, offset by
$157,000 of cash used for financing activities. Capital expenditures of approximately
$5,000 are planned for remainder of fiscal 2003.

In September 2002, the Company
obtained a revolving line of credit with a bank for the purposed 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%. As of August 9, 2003, there
was no outstanding balance 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 June 30, 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, although there can be no assurances that this will be the case.

Net cash provided by operating
activities during the nine months ended June 30, 2003 increased to $341,000 from $121,000
of cash used during the nine months ended June 30, 2002. This increase in cash generated
from operations is mainly attributed to changes in our operating assets and liabilities,
including improved collections of our accounts receivable in part as a result of our
increased collection activities, a significant reduction in our inventory, and the
non-cash impact of the amortzation of our debt discount. We experienced this improvement
in cash flow from operations even with a net paydown of our accounts payable of
approximately $91,000 during fiscal 2003.

There was $1,000 of cash used in
investing activities in the nine months ended June 30, 2003 as compared to $62,000 of cash
used in the nine months ended June 30, 2002. This change in cash used is attributed to
capital expenditures in the prior period.

Cash used in financing activities
totaled $157,000 in the nine months ended June 30, 2003 as compared to $100,000 used in
the nine months ended June 30, 2002. This increase in cash used is 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 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 will not
have a material impact upon its Consolidated 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 will not have a material impact upon its Consolidated Financial Statements.

In May 2003, the FASB issued
Statement No. 150 Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity(SFAS 150), which addresses how a company
classifies and measures certain financial instruments. This statement will not have an
impact on the proper recording of the Companys current financial instruments, more
particularly the Senior Subordinated Secured Convertible Notes that are properly
classified on the balance sheet as a liability of the Company.

# 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 June 30, 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 by others within the Company.

There were no changes 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 affect
Hemagens internal control over financial reporting.

# PART II  Other
Information

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

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 Rule 13a-14(b)

Exhibit
32.2    Certification of Chief Financial Officer pursuant to Rule 13A-14(b)

13

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# Item 7.    Reports on Form
8-K

The Company filed an Item 7 Form 8-K
with the Commission on May 16, 2003 that included a Company press release as an exhibit
related to the Company announcing financial results for the quarter ended March 31, 2003.

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.

|August 13, 2003
August 13, 2003 |  | HEMAGEN DIAGNOSTICS, INC.
(Registrant)BY: /s/ William P. Hales
William P. HalesPresident and Chief Executive Officer
BY: /s/ Deborah F. Ricci
Deborah F. RicciChief Financial Officer
|------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------