#### 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 December 31, 2001 | Commission FileNumber 1-11700
|------------------------------------------------ | -----------------------------

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

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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 December 31, 2001, the
issuer had 9,983,979 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;                             2
                 December 31, 2001 and
                 September 30, 2001

                 Consolidated Statements                                  4
                 Of Operations; three months ended
                 December 31, 2001 and 2000

                 Consolidated Statements                                  5
                 Of Cash Flows; three months
                 ended December 31, 2001 and 2000

                 Notes to Consolidated                                    6
                 Financial Statements

         Item 2. Management's Discussion and                              9
                 Analysis of Financial
                 Condition and Results of
                 Operations

PART II.  OTHER INFORMATION

         Item 1. Legal Proceedings.                                      13

         Item 6. Exhibits and Reports on Form 8-K.                       13







PART I  Financial Information

Item 1. Financial Statements
        --------------------

                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                    December 31,   September 30,
                                                        2001            2001
                                                    ------------   -------------
ASSETS

Current Assets:
  Cash and cash equivalents                         $   735,456     $   672,378
  Accounts receivable, less allowance for
    doubtful accounts of $647,000 and
    $611,000 at December 31, 2001 and
    September 30, 2001, respectively                  1,050,098       1,299,616
  Inventories                                         3,884,489       3,774,346
  Prepaid expenses and other current assets             181,352         113,226
                                                    -----------     -----------

          Total current assets                        5,851,395       5,859,566
                                                    -----------     -----------

Property and Equipment:
  Fixed assets                                        7,660,753       7,631,402
  Less accumulated depreciation                      (5,566,146)     (5,405,309)
                                                    -----------     -----------
                                                      2,094,607       2,226,093

Other assets, net                                       249,033         297,849
                                                    -----------     -----------

Total Assets                                        $ 8,195,035     $ 8,383,508
                                                    ===========     ===========



        See accompanying notes to consolidated financial statements.










                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)


                                                   December 31,    September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY                   2001            2001
                                                   ------------    -------------

Current Liabilities:

  Current portion of subordinated note
    payable                                        $    261,049    $    136,256
  Accounts payable and accrued expenses               1,794,231       1,654,430
  Deferred revenue                                      140,499         132,322
                                                   ------------    ------------

    Total current liabilities                         2,195,779       1,923,008

Long-Term Debt:
  Subordinated note payable,
    less current portion                                   --           145,070
  Senior subordinated secured convertible
    notes, net of unamortized discount
    of $4,437,540 and $4,542,376 at December 31,
    2001 and September 30, 2001, respectively         1,652,460       1,547,624


Commitments and Contingencies                              --              --

Stockholders' Equity

   Preferred stock, $0.01 par value -
     1,000,000 shares authorized;
     none issued                                           --              --
   Common stock, $.01 par value -
     30,000,000 shares authorized
     9,983,979 and 9,962,422 shares issued
     at December 31, 2001 and
     September 30, 2001, respectively,
     including shares held in treasury                   99,840          99,623
   Additional paid-in capital                        20,710,339      20,693,055
   Accumulated deficit                              (16,305,326)    (15,853,966)
   Accumulated other comprehensive
     loss - foreign currency
     translation loss                                   (68,420)        (81,269)
   Less treasury stock at cost;
     100,000 shares at December 31, 2001
     and September 30, 2001, respectively               (89,637)        (89,637)
                                                   ------------    ------------

         Total stockholders' equity
                                                      4,346,796       4,767,806
                                                   ------------    ------------


Total Liabilities and Stockholders' Equity         $  8,195,035    $  8,383,508
                                                   ============    ============





          See accompanying notes to consolidated financial statements.








                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                         Three Months Ended
                                                           December 31,
                                                   ----------------------------
                                                       2001             2000
                                                   -----------      -----------
Product sales revenue                              $ 2,218,440        2,971,134

Costs and expenses:
  Cost of product sales                              1,510,061        1,920,504
  Research and development                             101,464          109,121
  Selling, general and administrative                  815,660          944,728

  Operating loss                                      (208,745)          (3,219)

Other expenses, net                                   (242,615)        (195,319)
                                                   -----------      -----------
Net loss before cumulative effect of
  a change in accounting principle                    (451,360)        (198,538)

Cumulative effect of a change in
  accounting principle                                    --         (1,130,384)
                                                   -----------      -----------
Net loss                                           $  (451,360)     $(1,328,922)
                                                   ===========      ===========

Net Loss per share - basic and diluted:
  Loss from continuing operations                  $     (0.05)     $     (0.02)
  Cumulative effect of a change in
    accounting principle                           $       --       $     (0.12)
                                                   -----------      -----------
                                                   $     (0.05)     $     (0.14)

Weighted average shares used in the
  calculation of loss per share,
  basic and diluted                                  9,883,741        9,631,358
                                                   ===========      ===========


          See accompanying notes to consolidated financial statements.







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

                                   (UNAUDITED)
                                                          Three Months Ended
                                                             December 31,
                                                      -------------------------
                                                          2001         2000
                                                      -----------  ------------
Cash flows from operating activities:
  Net loss                                            $ (451,360)  $(1,328,922)
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                      184,857       236,693
      Amortization of debt discount                      104,836        66,052
      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                     266,312        31,068
      Prepaid expenses and other current assets          (54,126)       68,025
      Inventories                                       (110,143)      224,503
      Accounts payable and accrued expenses              165,438      (475,682)

      Net cash provided by (used in)
        operating activities                             107,273       (47,879)
                                                      ----------    ----------

Cash flows from investing activities:
      Purchase of property and equipment                 (36,999)        --
      Proceeds from sale of property and equipment           192         --
                                                      ----------    ----------

          Net cash used in investing activities          (36,807)         --
                                                      ----------    ----------

Cash flows from financing activities:
      Net repayments under revolving line of credit         --        (672,167)
      Net repayments of subordinated note payable        (20,237)         --

          Net cash used in financing activities          (20,237)     (672,167)
                                                      ----------    ----------

Effects of foreign exchange rates                         12,849          --
                                                      ----------    ----------

          Net increase (decrease) in cash and
            cash equivalents                              63,078      (720,046)

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

Cash and cash equivalents at end of period            $  735,456    $  740,400
                                                      ==========    ==========



          See accompanying 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 accounting
principles generally accepted in the United States of America 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. Management
believes that the results of operations for the interim periods are not
necessarily indicative of the results for 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 month periods ending December 31, 2001 and December
31, 2000. 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 8,067,665 and 7,787,719 at December 31, 2001,
and December 31, 2000, respectively, were not included in the computation of
diluted net loss per share because to do so would have been anti-dilutive.

#### NOTE C - SHAREHOLDERS EQUITY

During the three months
ended December 31, 2001, the Company granted options for the purchase of 318,500
shares of Common Stock to employees at exercise prices varying between $0.78 to
$0.80 per share, which represented the fair market value on the date of the
grant. Also, during the three months ended December 31, 2001, options for the
purchase of 25,250 shares of Common Stock expired. At December 31, 2001, options
for the purchase of 2,870,110 shares of common stock with a weighted average
exercise price of $1.25 are outstanding.

#### 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 subject. The Company believes the claim is without merit and is
evaluating the nature and extent of the response it will make to the suit. 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.

#### 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.

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, managements analysis of Hemagens assets, liabilities and
operations, the failure to sell datesensitive inventory prior to its
expiration, the inability of particular products to support goodwill allocated
to them, competition, new product development by competitors which could render
particular products obsolete, the inability to develop or acquire and
successfully introduce new products or improvements of existing products 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 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 December 31, 2001 
Compared to the Three-Month Period Ended December 31, 2000.

Revenues for the three
month period ending December 31, 2001 decreased $753,000 (25%) to approximately
$2,218,000 from approximately $2,971,000 for the same period ending December 31,
2000. This decrease is mainly attributed to:

- The  elimination  of  approximately  $215,000  of  revenues  resulting from the
February 2001  termination  of a contract  manufacturing  agreement  with Carter
Wallace.
- Lower sales to Roche
Diagnostics, Inc. of approximately $190,000. Sales in the quarter ended
December 31, 2000 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 first quarter ended December 31, 2000. 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 $293,000. In particular, sales of Analyst consumables
to Human product distributor in the quarter ended December 31, 2000 were
higher than normal.  In addition, the distributor cut inventory levels in
the period ended December 31, 2001.

In addition, the Company
believes that there was a general slow down both in revenues and cash
collections during the period following the events of September 11th.

Cost of product sales decreased twenty-one percent (21%) to approximately
$1,510,000 from approximately $1,921,000 mainly as a result of decreased sales for the same
period. Cost of product sales as a percentage of sales increased to 68% from
65%. This increase in cost of sales as a percentage of sales mainly resulted
from lower production levels and less efficient manufacturing experienced with
the lower level of sales in the current period, particularly at the Raichem
division.

Research and development
expenses for fiscal 2002 decreased seven percent (7%) from approximately
$109,000 to approximately $101,000 primarily due to lower material costs and
salary expenses in fiscal 2002.

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 expenses for fiscal 2002 decreased approximately $129,000 (14%)
to approximately $816,000 primarily due to reduced salary expense, legal and
accounting expenses, consulting expenses, and royalty expenses associated with
Analyst® product-line.

Net other expense increased
to approximately $243,000 from approximately $195,000 due to an increase in
interest expense. Net interest expense for fiscal 2002 was $229,000 as compared
to $195,000 in fiscal 2001. This increased expense is mainly the result of the
increased amortization associated with the senior subordinated secured
convertible notes.

Net loss before the
cumulative effect of a change in accounting principle for fiscal 2002 increased
to approximately $451,000 compared to a net loss of approximately $199,000 the
previous year primarily due to the reduction of revenues in the three month
period ended December 31, 2001.

In the first quarter of
fiscal 2001, Hemagen recorded a cumulative effect of a change in accounting
principle that resulted in a one-time non-cash charge of $1,130,000. This 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 December 31, 2001,
Hemagen had $735,000 of unrestricted cash, working capital of $3,656,000 and a
current ratio of 2.7 to 1. In the period ended December 31, 2001, Hemagen had
capital expenditures of $37,000 and has capital expenditures of approximately
$60,000 planned for remainder of fiscal 2002.

During the period ended
December 31, 2001, Hemagen provided cash of approximately $63,000. The cash
generated resulted from $107,000 of cash provided by operating activities offset
by $37,000 of cash used for capital expenditures and $20,000 of cash used for
payment of the subordinated note payable to Dade Behring, Inc.

Hemagen believes that cash
flow from operations and cash on hand at December 31, 2001 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.
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 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 Three-Month Period Ended December 31, 2001 
Compared to the Three-Month Period Ended December 31, 2000.

Cash generated from
operating activities during the three months ended December 31, 2001 increased
to $107,000 from a $48,000 cash use in the three months ended December 31, 2000.
This increase in cash generated is mainly attributed to changes in working
capital items in 2001 as compared to 2000. Such changes, exclusive of non-cash
adjustments to our net loss for depreciation, amortization and other items
totaling $291,000, include an increase in cash by the lowering of receivables
and by increasing accounts payable, accrued expenses, and customer deposits
offset by higher inventory levels and an increase in prepaid expenses.

Cash used by investing
activities totaled $37,000 in the three months ended December 31, 2001 as
compared to no activity in the three months ended December 31, 2000. This
increase in cash used is attributed to capital expenditures in the current
period.

Cash used by financing
activities totaled $20,000 in the three months ended December 31, 2001 as
compared to $672,000 used in the three months ended December 31, 2000. This
decrease in cash used is attributed to the scheduled payments required for the
subordinated note payable to Dade Behring, Inc. in the three months ended
December 31, 2001. In the three months ended December 31, 2000, a payment was
made to Dade Behring, Inc. to restructure the subordinated note payable.

PART II - Other Information

|Item 1: | Legal Proceedings
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 subject.  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.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 6: | Exhibits and Reports on Form 8-K
A.           Exhibits
         None.
B.           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 by the undersigned thereunto duly
authorized.

|February 14, 2002February 14, 2002 | Hemagen Diagnostics, Inc.
                                                     (Registrant)/s/William P. HalesWilliam P. Hales
President &Chief Operating Officer/s/Deborah F. RicciDeborah F. Ricci
 Chief Financial Officer
|---------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------