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

#### FORM 10-QSB

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

|For the Quarterly Period Ended March 31, 2002 | Commission FileNumber 1-11700
|--------------------------------------------- | -----------------------------

---

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

---

---

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

As of March 31, 2002, the
issuer had 10,138,907 shares of Common Stock, $0.01 par value per share
outstanding.

`HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                                      INDEX

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

          Item 1. Financial Statements (unaudited)

                  Consolidated Balance Sheets;                             1
                  March 31, 2002 and
                  September 30, 2001

                  Consolidated Statements                                  3
                  Of Operations; three months and six months
                  ended March 31, 2002 and 2001

                  Consolidated Statements                                  4
                  Of Cash Flows; six months
                  Ended March 31, 2002 and 2001

                  Notes to Consolidated                                    5
                  Financial Statements

         Item 2.  Management's Discussion and                              7
                  Analysis of Financial
                  Condition and Results of
                  Operations

         Item 3.  Quantitative and Qualitative                            12
                  Disclosures about Market Risk

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                       12

         Item 2.  Changes in Securities and Use of Proceeds               12

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












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

                                                        March 31,  September 30,
                                                          2002          2001
                                                      ------------ -------------
ASSETS

Current Assets:
  Cash and cash equivalents                           $   542,300    $   672,378
  Accounts receivable, less allowance
    for doubtful accounts of $646,000
    and $611,000 at March 31, 2002 and
    September 30, 2001, respectively                    1,235,426      1,299,616
  Inventories                                           3,740,087      3,774,346
  Prepaid expenses and other current assets               194,308        113,226
                                                      -----------    -----------


    Total current assets                                5,712,121      5,859,566
                                                      -----------    -----------

Property and Equipment:
  Fixed assets                                          7,666,623      7,631,402
  Less accumulated depreciation                        (5,710,849)    (5,405,309)
                                                      -----------    -----------

                                                        1,955,774      2,226,093

Other assets                                              190,885        297,849
                                                      -----------    -----------

Total Assets                                          $ 7,858,780    $ 8,383,508
                                                      ===========    ===========



                 See Notes to Consolidated Financial Statements.







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

                                                   March 31,       September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY                 2002               2001
                                                 ------------      ------------

Current Liabilities:

  Current portion of subordinated note payable     $  224,267        $  136,256
    Accounts payable and accrued expenses           1,508,628         1,654,430
  Deferred revenue                                    151,446           132,322
                                                 ------------        ----------

      Total current liabilities                     1,884,341         1,923,008
                                                 ------------        ----------

 Subordinated note payable                             --              145,070
 Senior subordinated secured convertible
   notes, net of unamortized discount of
   $4,297,933 and $4,542,376 at March 31,
   2002 and September 30, 2001, respectively        1,792,067         1,547,624
                                                 ------------        ----------

    Total liabilities                               3,676,408         3,615,702
                                                 ------------        ----------

Commitments and Contingencies                           --                --

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: 10,138,907
    and 9,962,422 at March 31, 2002 and
    September 30, 2001, respectively                  101,389            99,623
  Additional paid-in capital                       20,909,308        20,693,055
  Accumulated deficit                             (16,669,456)      (15,853,966)
  Accumulative other comprehensive loss -
    foreign currency translation loss                 (69,232)          (81,269)
  Less treasury stock at cost;
    100,000 shares at March 31, 2002
    and September 30, 2001                            (89,637)          (89,637)
                                                 ------------        ----------

    Total stockholders' equity                      4,182,372         4,767,806
                                                 ------------        ----------

Total Liabilities and Stockholders' Equity       $  7,858,780        $8,383,508
                                                 ============        ==========


                 See Notes to Consolidated Financial Statements.






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


                                   Three Months Ended        Six Months Ended
                                ----------------------  -----------------------
                                 March 31,   March 31,   March 31,   March 31,
                                   2002        2001        2002        2001
                                ----------  ----------  ----------  -----------
Revenues:
   Product sales                $2,599,075   3,189,704   4,817,516    6,160,838

Costs and expenses:
   Cost of product sales         1,669,858   2,175,559   3,179,920    4,096,063
   Research and development        125,774     100,427     227,238      209,548
   Selling, general and
     administrative                904,767     906,631   1,720,427    1,851,359
                                ----------  ----------  ----------  ------------
Operating Income (Loss)           (101,324)      7,087    (310,069)       3,868

Other expenses (income):
   Interest expense, net           266,932     184,665     496,144      379,631
   Other (income) expenses          (4,124)     14,771       9,279       15,124
                                ----------  ----------  ----------  ------------
Net loss before cumulative
  effect of a change in
  accounting principle            (364,132)   (192,349)   (815,492)    (390,887)

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


Net loss                        $ (364,132) $ (192,349) $ (815,492) $(1,521,271)
                                ==========  ==========  ==========  ===========

Net Loss per share - basic
  and diluted:
  Loss from continuing
    operations                  $    (0.04) $    (0.02) $    (0.08) $     (0.04)
  Cumulative effect of a
    change in accounting
    principle                   $     --    $     --    $     --    $     (0.12)
                                ----------  ----------  ----------  ------------
                                $    (0.04) $    (0.02) $    (0.08) $     (0.16)
                                ==========  ==========  ==========  ===========
Weighted average shares used
  in the calculation of loss
  per share basic and diluted    9,974,509   9,707,218   9,929,125    9,668,871
                                ==========  ==========  ==========  ===========

                 See Notes to Consolidated Financial Statements.







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

                                                           Six Months Ended
                                                              March 31,
                                                   -----------------------------
                                                        2002            2001
                                                   ------------     ------------
Cash flows from operating activities:
  Net loss                                         $  (815,491)     $(1,521,271)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
    Depreciation and amortization                      363,050          483,585
    Amortization of debt discount                      244,443          144,871
    Cumulative effect of a change
      in accounting principle                             --          1,130,384
    Loss on sale of property and equipment               1,459             --
  Changes in operating assets and liabilities:
    Accounts and other receivables                     121,108         (151,070)
    Prepaid expenses and other current assets          (65,082)          75,006
    Inventories                                         34,259          194,051
    Accounts payable and accrued expenses               64,108         (172,066)
    Deferred revenue                                    17,124           (7,452)
    Customer deposits                                     --            (49,219)
                                                   -----------      -----------

      Net cash (used in) provided by
        operating activities                           (35,022)         126,819
                                                   -----------      -----------

Cash flows from investing activities:
  Purchase of property and equipment                   (58,337)            --
  Proceeds from sale of property and
    equipment                                              192             --
                                                   -----------      -----------

      Net cash used in investing activities            (58,145)            --
                                                   -----------      -----------

Cash flows from financing activities:
  Repayments of subordinated note payable              (57,019)        (851,553)
  Exercise of stock options                              8,071             --
                                                   -----------      -----------

      Net cash used in financing activities            (48,948)        (851,553)
                                                   -----------      -----------

Effects of foreign exchange rate                        12,037             --
                                                   -----------      -----------

      Net decrease in cash and cash equivalents       (130,078)        (724,734)

Cash and cash equivalents at beginning of period       672,378        1,460,446
                                                   -----------      -----------

Cash and cash equivalents at end of
period                                             $   542,300      $   735,712
                                                   ===========      ===========
Supplemental disclosure of cash flow information:
  Stock issued                                     $   218,024      $   105,282
                                                   ===========      ===========
  Interest paid                                    $   251,702      $   261,149
                                                   ===========      ===========


                See Notes to Consolidated Financial Statements.`

#### HEMAGEN
DIAGNOSTICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The Company has prepared
the accompanying unaudited consolidated financial statements pursuant to the
rules and regulations of the Securities and Exchange Commission. These financial
statements should be read together with the financial statements and notes in
the Companys 2001 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 PER SHARE

Basic earnings per common
share are computed based upon the weighted average number of common shares
outstanding during the three and six months ended March 31, 2002 and March 31,
2001. 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 11,162,665 and 10,941,215 at March 31, 2002
and March 31, 2001, respectively, were not included in the computation of
diluted net loss per share because to do so would have been anti-dilutive.

NOTE C - SHAREHOLDERS EQUITY

During the six months ended
March 31, 2002, the Company granted options for the purchase of 421,500 shares
of Common Stock to employees at exercise prices varying between $0.78 to $1.15
per share, which represented the fair market value on the date of the grant.
Also, during the six months ended March 31, 2002, options for the purchase of
65,250 shares of Common Stock expired and options for the purchase of 13,000
shares of common stock with an exercise price of $0.62 were exercised. At March
31, 2002, options for the purchase of 2,920,110 shares of common stock with a
weighted average exercise price of $1.24 were outstanding.  The Company used an
additional 163,613 shares of Common Stock in lieu of cash payments of which
115,948 were previously accrued from consulting services and 47,665 were
compensation expenses.

NOTE D - CONTINGENCIES

On February 7, 2002, URRMA
Biopharma, Inc. filed suit against the Company in the Superior Court, District
of Montreal, Providence of Quebec, Canada. The suit seeks $32,000,000 Cdn for an
alleged breach of contract for failure to provide information called for under
an alleged manufacturing agreement and for publishing misleading information
regarding the product. The Company had an understanding with URRMA Biopharma to
manufacture R7V diagnostic test kits and was in the process of negotiating a
comprehensive supply agreement. The Company believes the claim is without merit
and is evaluating the nature and extent of the response it will make to the
suit. Management is unable to predict at this time the final outcome of the URRMA
suit or whether the resolution of the matter could materially affect the Company's
results of operations, cash flows or financial position.

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

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

Statements concerning the
establishments of reserves and adjustments for dated and obsolete products,
write-offs of goodwill, relocation expenses, expected financial performance,
on-going business strategies and possible future action which Hemagen intends to
pursue to achieve strategic objectives constitute forward-looking information.
The sufficiency of such charges, implementation of strategies and the
achievement of financial performance are each subject to numerous conditions,
uncertainties and risk factors. Factors which could cause actual performance to
differ materially from these forward-looking statements, include, without
limitation, 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, which develops, manufactures, and markets more than
150 FDA-cleared proprietary medical diagnostic test kits used to aid in the
diagnosis of certain autoimmune and infectious diseases. In the United States,
the Company sells its products directly to physicians, veterinarians, clinical
laboratories and blood banks and on a private-label basis through multinational
distributors of medical supplies. Internationally, the Company sells its
products primarily through distributors. Hemagen also manufactures and sells
The Analyst® an FDA-cleared clinical chemistry analyzer used to
measure important constituents in human and animal blood. The Company
sells the Analyst both
directly and through distributors servicing both the physicians office
laboratories and veterinarians offices. The Company focuses on markets
that offer significant growth opportunities. The Company was incorporated in
1985 and was listed on public stock exchanges in 1993.

#### Results of Operations

The Three Month Period Ended March 31, 2002
Compared to the Three Month Period Ended March 31, 2001

Revenues for the
three-month period ended March 31, 2002 decreased to approximately $2,599,000
from the same period ended March 31, 2001. This decrease is primarily attributed
to:

|· | Reduced sales of approximately $320,000 at the Companys Raichem division.
This reduction was a result of initial stocking orders of approximately
$190,000 for certain products in
the Roche Diagnostics supply agreement that were shipped in the prior year
and one substantial annual customer order of
approximately $150,000 that was in the prior period that has not been received in the current period.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Prior year sales included approximately $225,000 of inventory sell-off
associated with the February 2001 termination of a contract manufacturing
agreement with Carter Wallace.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Reduced sales at the Companys Brazilian subsidiary. In the prior period,
sales were $241,000 as compared to $164,000 in the current period. This decrease
was caused by the timing of inventory shipments from the Companys U.S.
facilities.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cost of product sales
decreased four percent (4%) to approximately $1,670,000 from the same period
last year. Cost of product sales as a percentage of sales decreased from 68% to
64%. This reduction of cost of sales mainly resulted from the impact of
headcount reductions and cost savings efforts instituted by the Company
including the closure of the Companys facility located in Waltham,
Massachusetts that was completed in April 2001.

Research and development
expenses increased twenty-five percent (25%) to approximately $126,000 due to
increased consulting and project costs.

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

|· | The completion of clinical trials and the submission of applications to the FDA
to market new blood banking products.
|- | ---------------------------------------------------------------------------------------------------------------------

|· | The launch of its Beta-2 Glycoprotein I test, as well as several other
proprietary assays.
|- | ------------------------------------------------------------------------------------------

|· | The continuation of development of additional assays and reagents in its
clinical chemistry reagent product line manufactured at its Raichem division and
sold under the RAICHEM label.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Selling, general and
administrative (SG&A) expenses decreased slightly by
approximately $2,000 for the quarter ended March 31, 2002.

Other expenses (income) increased
32% to approximately $263,000 in the quarter ended March 31, 2002 from the prior
period, due to increased interest expense. Interest expense for the three months
ended March 31, 2002, was $267,000 as compared to $185,000 in the three months
ended March 31, 2001, as a result of the private placement offering completed in
May 2000, in particular, the increase in the amortization of the debt discount.
(See Liquidity and Capital Resources).

The net loss for the period
was approximately $364,000 for the three months ended March 31, 2002 as compared
to a net loss of approximately $192,000 in the prior period. This increase in
the loss from the prior period is mainly attributed to lower sales volume offset
by an improvement in our cost of sales and gross margin and interest income. This improvement is a
result of our closing of the Waltham, Massachusetts facility, and the continuing
efforts of management to improve the Companys operations.

The Six Month Period Ended March 31, 2002
Compared to the Six Month Period Ended March 31, 2001

Revenues for the six month
period ended March 31, 2002 decreased 22% to approximately $4,818,000 for the
same period ended March 31, 2001. This decrease is primarily attributed to:

|· | The elimination of approximately $441,000 of revenues resulting from the
February 2001 termination of a contract manufacturing agreement with Carter
Wallace.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Lower  sales to Roche  Diagnostics,  Inc. of  approximately  $307,000.
          Sales in the period  ended March 31, 2001  included  initial  stocking
          orders. Currently sales
of those products have leveled off and are not expected to return to the ramped
up level of the prior period. The Company is evaluating other reagents that it
can supply to Roche as a means of increasing those sales.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Lower sales of Analyst products of approximately $299,000. In particular, sales
of Analyst consumables to a Human products distributor in the prior period were
higher than normal. In addition, the distributor cut inventory levels earlier in
the current period, which caused a permanent reduction of the sales level to
that distributor.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Reduced sales at the Companys Raichem division mainly associated with one
customer.
|- | ------------------------------------------------------------------------------------

Cost of product sales
decreased 22% to approximately $3,180,000. As a percentage of sales, cost of
product sales remained at 66% of sales. The decrease in cost of product sales is
attributed to the reduced level of sales offset by reductions in the
Companys overhead costs made as a result of headcount and facility
consolidations made at the Companys Columbia, Maryland facility.

Research and development
expenses increased 8% to $227,000 as a result of additional consulting and
project expenditures in the current period. For a detail of current research and
development projects see the comparison of three month periods ended March 31,
2002 and 2001.

Selling, general and
administrative expenses decreased 8% to approximately $1,720,000 due to reduced
headcount and labor costs offset by higher legal and administrative expenses.

Other expenses (income) increased
28% to approximately $505,000 as a result of higher interest expense associated
with the private placement offering completed in May 2000. (See Liquidity
and Capital Resources).

Net loss before the
cumulative effect of a change in accounting principle for the six months ended
March 31, 2002 was $815,000 as compared to approximately $391,000 in the same
period last year. This increase in net loss is mainly attributed to the decrease
in the sales volume and increased interest expense.

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

#### Liquidity and
Capital Resources

At March 31, 2002, Hemagen
had $542,000 of unrestricted cash, working capital of $3,828,000 and a current
ratio of 3.0 to 1.

During the period ended
March 31, 2002, Hemagen used $35,000 of cash for operating activities, combined
with $58,000 on capital expenditures and $49,000 for financing activities.  Capital
expenditures of approximately $25,000 are planned for the remainder of fiscal 2002.

Hemagen believes that cash
flow from operations and cash on hand at March 31, 2002 will be sufficient to
finance its operations and capital expenditures for fiscal 2002, but Hemagen can
give no assurance that it will have sufficient cash flow to finance operations
ongoing. Hemagen may attempt to secure a traditional working capital revolving
line of credit for up to $1 million. The Senior Secured Subordinated Convertible
Notes provide for Hemagen to secure such financing by allowing the lender to
obtain a first lien on all assets of Hemagen ahead of the subordinated Note holders in an
amount not to exceed $1 million. Hemagen can give no assurance that it will be
able to obtain such financing or, if obtained, that such terms will be favorable
to the company.

#### The Six Month
Period Ended March 31, 2002 Compared to the Six Month Period Ended March 31,
2001

Cash used in operating
activities during the six months ended March 31, 2002 decreased to $35,000 from
$127,000 of cash generated in the six months ended March 31, 2001. This decrease
in cash is mainly attributed to the net loss from operations after adjusting for
non-cash items such as depreciation, amortization and the cumulative effect of a
change in accounting principle. The net loss after adjusting for non-cash items
for the six months ended March 31, 2002 used cash of approximately $208,000 as
compared to $238,000 of cash generated in the previous period.

Cash used in investing
activities totaled $58,000 in the six months ended March 31, 2002 as compared to
no activity in the six months ended March 31, 2001. This increase in cash used
is attributed to capital expenditures in the current period.

Cash used in financing
activities totaled $49,000 in the six months ended March 31, 2002 as compared to
$852,000 used in the six months ended March 31, 2001. This decrease in cash used
is attributed to the scheduled payments required for the subordinated note
payable to Dade Behring, Inc. In the six months ended March 31, 2001, a payment
of $800,000 was made to Dade Behring, Inc. to restructure the subordinated note
payable.

|Item 3. | Quantitative and Qualitative Disclosures About Market Risks
The
Company does not believe there is any major market risk exposure with respect to
derivative or other financial instruments that would require disclosure under
this item.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

#### PART II 
  Other Information

|Item 1. | Legal Proceedings for URRMA
On
February 7, 2002, URRMA Biopharma, Inc. filed suit against the Company in the
Superior Court, District of Montreal, Providence of Quebec, Canada. The suit
seeks $32,000,000 Cdn for an alleged breach of contract for failure to provide
information called for under an alleged manufacturing agreement and for
publishing misleading information regarding the product. The Company had an
understanding with URRMA Biopharma to manufacture R7V diagnostic test kits and
was in the process of negotiating a comprehensive supply agreement. The Company
believes the claim is without merit and is evaluating the nature and extent of
the response it will make to the suit.  Management is unable to predict at this
time the final outcome of the URRMA suit or whether the resolution of the
matter could materially affect the Company's results of operations, cash flows
or financial position.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 2. | Changes in Securities and Use of Proceeds.
|------- | ------------------------------------------

| | (c) | On February 13, 2002, the Registrant issued 115,948 shares of common stock to
two former directors Thomas A. Donelan and Christopher P. Hendy as consideration
for consulting services provided to the directors in fiscal year 2000. This
stock compensation was approved by the shareholders at the annual shareholders
meeting held on February 27, 2001. The issuance of the security was exempt from
registration from the Securities Act of 1933 pursuant to the exemption provided
by Section 4(2) of that Act.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

          None.
|------- | --------------------------------------------------

#### SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf of the undersigned thereunto duly
authorized.

|May 15, 2002May 15, 2002 | Hemagen Diagnostics, Inc.
                                                     (Registrant)/s/William P. HalesWilliam P. Hales
President &Chief Executive Officer/s/Deborah F. RicciDeborah F. Ricci
 Chief Financial Officer
|------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------