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 March 31, 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 March 31, 2000, the issuer had 8,143,290 shares of Common Stock, $.01
par value per share outstanding.



<PAGE>

                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                                      INDEX


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

         Item 1.  Financial Statements

                  Consolidated Balance Sheets;                            2
                  March 31, 2000 and
                  September 30, 1999

                  Consolidated Statements                                 4
                  of Operations; three months and six months
                  ended March 31, 2000 and 1999

                  Consolidated Statements                                 5
                  of Cash Flows; six months
                  ended March 31, 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.                                13



                                       1
<PAGE>



PART I  -Financial Information

                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                     ASSETS

                                                       March 31,   September 30,
                                                         2000          1999
                                                     ------------  -------------


Current Assets:
       Cash and cash equivalents                     $   392,554     $   289,320
       Accounts receivables,
          less allowance for
          doubtful accounts of $371,000
          at March 31, 2000 and
          $368,000 at September 30, 1999               2,046,959       1,877,016
       Inventories                                     5,461,147       5,664,906
       Prepaid expenses and other
          current assets                                 308,980         294,198
                                                     -----------     -----------
               Total current assets                    8,209,640       8,125,440


Property and Equipment:
       Fixed assets                                    8,163,756       7,889,216
       Less accumulated depreciation                   4,640,023       4,116,066
                                                     -----------     -----------
                                                       3,523,733       3,773,150

Other assets                                             230,676         253,874
                                                     -----------     -----------

                                                     $11,964,049     $12,152,464
                                                     ===========     ===========


       See Notes to Consolidated Financial Statements.


                                       2
<PAGE>


                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                     March 31,     September 30,
                                                       2000             1999
                                                  -------------    -------------

Current Liabilities:
   Accounts payable and accrued expenses          $  3,097,322     $  2,836,551
   Deferred revenue                                    102,262           84,374
   Note payable - Bank                               3,843,999        3,169,589
   Subordinated note payable, net of
      unamortized discount of $41,464 and
      $86,870 at March 31, 2000 and
      September 30, 1999, respectively               1,208,536        1,163,130
                                                  ------------     -------------
           Total current liabilities                 8,252,119        7,253,644
                                                  ------------     -------------
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:
      8,243,290 at March 31, 2000
      and 7,851,890 at September 30, 1999               82,433           78,519
   Additional paid-in capital                       13,932,482       13,440,947
   Accumulated deficit                             (10,207,348)      (8,525,009)
                                                  ------------     -------------
      Less Treasury Stock at cost;
        100,000 shares                               3,807,567        4,994,457
                                                       (89,637)         (89,637)
   Receivable from stockholder                          (6,000)          (6,000)
                                                  ------------     -------------
                                                     3,711,930        4,898,820
                                                  ------------     -------------
                                                  $ 11,964,049     $ 12,152,464
                                                  ============     ============


                 See Notes to Consolidated Financial Statements.



                                       3
<PAGE>

                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>

                                           Three Months Ended             Six Months Ended
                                                 March 31,                     March 31,
                                      --------------------------    ---------------------------
                                          2000           1999           2000           1999
                                      -----------   ------------    -----------    ------------

<S>                                   <C>            <C>            <C>            <C>
Revenues:
  Product sales                       $ 2,604,080    $ 3,578,401    $ 5,263,656    $ 8,257,502

Costs and expenses:
  Cost of product sales                 2,429,432      2,327,078      4,545,345      5,100,718
  Research and development                127,724        379,218        307,043        646,765
  Selling, general and
    administrative                        896,047      1,074,666      1,871,716      2,251,678
                                     ------------    -----------    -----------    -----------

                                        3,453,203      3,780,962      6,724,104      7,999,161
                                     ------------    -----------    -----------    -----------
  Operating Income (Loss)                (849,123)      (202,561)    (1,460,448)       258,341

Other expenses, net                      (104,330)      (151,258)      (221,891)      (250,948)
                                     ------------    -----------    -----------    -----------

  Income (Loss) before income taxes      (953,453)      (353,819)    (1,682,339)         7,393
Provision for income taxes (Note C)          --             --             --             --
                                     ------------    -----------    -----------    -----------

  Net income (loss)                   $  (953,453)   $  (353,819)   $(1,682,339)   $     7,393
                                      ===========    ===========    ===========    ===========
Net income (loss) per share -
  basic (Note B)                      $     (0.12)   $     (0.05)   $     (0.22)   $      0.00
                                      ===========    ===========    ===========    ===========
Net income (loss) per share -
  assuming dilution (Note B)          $     (0.12)   $     (0.05)   $     (0.22)   $      0.00
                                      ===========    ===========    ===========    ===========

</TABLE>


                 See Notes to Consolidated Financial Statements.


                                       4
<PAGE>


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

                                                           Six Months Ended
                                                              March 31,
                                                    ----------------------------
                                                        2000           1999
                                                    ------------   -------------
Cash flows from operating activities:
  Net income  (loss)                                $(1,682,339)   $     7,393
  Adjustments to reconcile net income
    (loss) to net cash provided (used)
    by operating activities:
      Depreciation and amortization                     592,561        679,356

      Changes in operating assets
        and liabilities:
        Accounts and other receivables                 (169,943)       549,818
        Prepaid expenses and other current assets       (14,782)      (320,249)
        Inventories                                     203,759       (632,893)
        Customer Deposits                                   --         752,121
        Accounts payable and accrued expenses           484,908        271,046
        Deferred revenue                                 17,888        (48,277)
                                                     -----------     ----------
       Net cash provided (used)
         by operating activities                       (567,948)     1,258,315
                                                     -----------     ----------
Cash flows from investing activities:
  Purchase of property and equipment                   (274,540)      (198,632)
  Other assets                                              --          (8,838)
                                                     -----------     ----------
       Net cash used by investing activities           (274,540)      (207,470)
                                                     -----------     ----------
Cash flows from financing activities:

  Net Borrowings (Repayments) of note payable           674,410     (1,279,915)
  Exercise of stock options                             271,312            --
  Purchase of Treasury Stock                                --         (89,637)
                                                     -----------     ----------

        Net cash provided (used)
          by financing activities                       945,722     (1,369,552)
                                                     -----------     ----------
        Net increase (decrease)
          in cash and cash equivalents                  103,234       (318,707)

Cash and cash equivalents at beginning of period        289,320        412,193
                                                     -----------     ----------
Cash and cash equivalents at end of period          $   392,554    $    93,486
                                                    ===========    ===========


                 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  adjustme  nts 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 six month  periods  ended March
31,2000.  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 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) is the
same for basic and diluted computations.

                                   Three months ended       Six Months Ended
                                        March 31,               March 31,
                                  ---------------------   ----------------------
                                     2000        1999        2000        1999
                                  ---------   ---------   ---------   ---------
Basic shares                      7,813,162   7,765,279   7,785,093   7,809,060

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

Dilutive shares                   7,813,162   7,765,279   7,785,093   7,809,060

     Options and warrants to purchase  2,024,664 and 2,999,781  shares of common
stock, respectively at prices ranging from $0.97 through $2.19 and $2.00 through
$2.75,  respectively,  were  outstanding  at March 31,  2000.  These  shares are
excluded from the calculation of earnings per share for the three and six months
ended March 31, 2000 because they are anti-dilutive.


                                       6
<PAGE>


NOTE C - INCOME TAXES

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

NOTE D - NEW ACCOUNTING PRONOUNCEMENTS


     In June 1998,  the Financial  Accounting  Standards  Board issued SFAS 133,
Accounting for Derivative Instruments and Hedging Activities.  SFAS 133 requires
companies to recognize all derivatives contracts as either assets or liabilities
in the balance  sheet and to measure them at fair value.  If certain  conditions
are met a derivative may be specifically designated as a hedge, the objective of
which  is to  match  the  timing  of  gain or loss  recognition  on the  hedging
derivative  with the  recognition  of (I) the  changes  in the fair value of the
hedged asset or  liability  that are  attributed  to the hedged risk or (ii) the
earnings  effect of the hedged  forecasted  transaction.  For a  derivative  not
designated as a hedging instrument,  the gain or loss is recognized in income in
the period of change.  SFAS 133,  as amended by SFAS 137, is  effective  for all
fiscal years beginning after June 15, 2000.

     Historically, the Company has not entered into derivatives contracts either
to hedge existing risks or for speculative  purposes.  Accordingly,  the Company
does not expect adoption of the new standard to affect financial statements.

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 busines 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,
material  failures in the  Company's  information  systems to adjust to the Year
2000 problem, 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 March 31, 2000
Compared to the Three Month Period Ended  March 31, 1999

     Revenues  for the three month  period  ending  March 31, 2000  decreased to
approximately $2,604,000 from approximately $3,578,000 (27%) for the same period
ending March  31,1999.  This decrease is primarily  due to Analyst  product line
sales that were  $495,000  lower than the prior year.  In the period ended March
31,  1999,  the  Company  was  shipping  initial  stock  to our  North  American
distributor.  The sale of the Company's  Cellular Products,  Inc.  subsidiary in
July 1999  resulted in reduced  sales of  $240,000.  In  addition,  sales of the
Company's  Virgo product line were $175,000  lower than the prior year and blood
bank product sales were  $125,000  lower than the prior year.  Offsetting  these
decreases was an increase in sales at the Company's Raichem division.

     Cost  of  product  sales   increased  to   approximately   $2,429,000  from
approximately  $2,327,000 (4%). This increase in cost of product sales is mainly
attributed to inefficiencies resulting from the move of the Analyst product line
to the Company's  Maryland  facility.  Also, as a result of reduced sales volume
the Company has been  producing  less of its  diagnostic  test kits resulting in
higher unit costs of product.

     Research and development expenses decreased to approximately  $128,000 from
approximately  $379,000 (66%), 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.


                                       8
<PAGE>


     The  Company  recently  received  clearance  from  the  FDA to  market  the
Virgo(R)B2  Glycoprotein I lgA Antibody Kit, the  Virgo(R)B2  Glycoprotein I lgG
Antibody Kit and the  VIRGO(R)B2  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 is 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  $896,000  from  approximately  $1,075,000  (17%),  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 second
quarter.

     Other  expenses  decreased to  approximately  $104,000  from  approximately
$151,000  (31%) 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").



                                       9
<PAGE>


     The net loss for the period was approximately $953,000 as compared to a net
loss of  approximately  $354,000 in the prior  period.  This  increased  loss is
primarily  due to  reduced  sales,  and  increased  costs  associated  with  the
relocation of Analyst production as described above.

The Six Month Period Ended March 31, 2000
Compared to the Six Month Period Ended March 31, 1999

     Revenues  for the six month  period  ending  March 31,  2000  decreased  to
approximately $5,264,000 from approximately $8,258,000 (36%) for the same period
ending March 31, 1999.  This  reduction in sales is  attributed to $1,087,000 of
lower sales of the Analyst  product line in the six month period ended March 31,
2000. In the six month period ended March 31, 1999, the Company  shipped initial
stock to our North  American  distributor.  Sales of the  Company's  blood  bank
products were $976,000 lower in the six months ended March 31, 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 of $427,000.  Additionally,  reduced sales of the
Company's  Virgo  product  line of $274,000 and reduced  contract  manufacturing
sales to Carter  Wallace of  $237,000  were also  experienced  in the six months
ended March 31, 2000.

     Cost of product sales decreased to $4,545,000  from $5,101,000  (11%), as a
result of reduced sales offset by increased  manufacturing  costs experienced in
the six months ended March 31, 2000. As a percentage  of sales,  cost of product
sales increased from 62% to 86% 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 to $307,000 from $647,000 (53%)
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 March 31, 2000 and 1999 above.

     Selling,   general  and  administrative   ("SG&A")  expenses  decreased  to
approximately  $1,872,000 from approximately  $2,252,000 (17%), due to workforce
reductions,   reduced   marketing   expenditures,   and  cost  savings  programs
implemented the six months ended March 31, 2000.

     Other  expenses  decreased to  approximately  $222,000  from  approximately
$251,000  during the same period last year (12%).  This  decrease  resulted from
translation  losses  associated  with the devaluation of the Brazilian Real that
were experienced in 1999 but not in 2000. Offsetting these savings was increased
interest expense of $75,000.  The increased  interest expense is attributable to
higher borrowings and an increase in the interest rate paid by the Company.

     Net loss for the six months ended March 31, 2000 was $1,682,000 as compared
to income of $7,000 in the same period  last year.  This loss is  attributed  to
lower sales offset by reduced SG&A expenses.



                                       10
<PAGE>


Liquidity and Capital Resources

     The Company finances its operating  requirements,  capital expenditures and
growth primarily from cash flow from  operations,  a revolving line of credit at
BankBoston, an unsecured seller note and customer deposits.

     As of March 31, 2000 the outstanding  loan under the revolving  credit line
from BankBoston was $3,844,000..  The Company was not in compliance with certain
of the loans  covenants  as of March 31, 2000.  On April 20,  2000,  the Company
closed  on  an  offering  of  $4,250,000  in  units   consisting  of  8%  Senior
Subordinated   Secured   Convertible  Notes,  Common  Stock  and  Warrants  (see
"Subsequent  Events" below).  The proceeds of this offering were used to pay off
the revolving  line of credit with  BankBoston in full on April 20, 2000 and pay
trade creditors.

     At March  31,  2000,  the  Company  had a  working  capital  deficiency  of
approximately $(42,000) compared to working capital of approximately $872,000 at
September 30, 1999.  This decrease was  principally  due to an increase in notes
payable of approximately $674,000, as a result of the cash used by operations.

     Capital  expenditures have been financed  principally through the revolving
line of credit provided from BankBoston. Capital expenditures for the six months
ended March 31, 2000 were  approximately  $275,000 and related to the relocation
of the Analyst business to the Company's Columbia, MD facility.

     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.

Subsequent Events

     On April 20, 2000 and May 11,  2000,  the  Company  raised  $4,226,500  and
$1,301,000,  respectively,  in an  offering  of units  consisting  of 8%  Senior
Subordinated  Secured  Convertible Notes, Common Stock and Warrants.closed on an
offering of $4,250,000 and $1,301,000,  respectively,  in units consisting of 8%
Senior  Subordinate  Secured  Convertible  Notes,  Common  Stock  and  Warrants.
Proceeds of this offering were used to pay off the revolving line of credit with
BankBoston and to provide working capital. See "Part II Other Information" for a
further description of this transaction.

     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 nto
quantified the costs and anticipated  savings associated with this consolidation
at this time.

Year 2000 Systems

     Prior to  December  31,  1999,  the Company  had  implemented  its plans to
prepare its internal  information  systems,  including  its internal  accounting
systems, to handle date information and to function  appropriately after January
1, 2000.  It has  encountered  no Year 2000 problems to date and is not aware of
any encountered by its suppliers and customers.




                                       11
<PAGE>

     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.



                                       12
<PAGE>


                           PART II - Other Information


Item 2:  Changes in Securities and Use of Proceeds

     On  April  20 and May  20,  2000  the  registrant  closed  an  offering  of
$5,551,000 in Units  consisting  of 8% Senior  Subordinated  Convertable  Notes,
Common Stock and War rants. 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 agreed to file
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 after the  effectiveness  of
the  registration  statement  covering  the Common  Stock and the  Common  Stock
underlying  the Notes.  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 $205,385 in aggregate  underwriting  commissions associated with
this offering.

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



                                       13
<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)



March 15, 2000                     /s/Jerry L. Ruyan
                                   ---------------------------------------------
                                   Jerry L. Ruyan
                                   Chief Executive Officer


March 15, 2000                     /s/Deborah F. Ricci
                                   ---------------------------------------------
                                   Deborah F. Ricci
                                   Chief Financial Officer