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



|For the Quarterly Period Ended March 31, 2003 | Commission File
 Number 1-11700
|--------------------------------------------- | -------------------------------

|HEMAGEN DIAGNOSTICS, INC.                                               
|------------------------------------------------------------------------
|(Exact name of Small Business Issuer as
       Specified in its Charter)

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

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

|(443) 367 5500                                  
|------------------------------------------------
|(Issuer's telephone number, including area code)

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

Yes  [X]
                                    No  [   ]

As
of March 31, 2003, the issuer had 10,104,855 shares of Common Stock, $.01 par value per
share outstanding.

---

# HEMAGEN DIAGNOSTICS,
INC. AND SUBSIDIARIES

# INDEX

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

|PART II.
       OTHER INFORMATION |        
|--------------------------------- | -------
|                                  | Item 4.
|                                  | Item 5.
|                                  | Item 6.

|SIGNATURES     |  |  | 14
|-------------- |  |  | --
|CERTIFICATIONS |  |  | 15

---

# PART I   
   Financial Information

Item 1.      
     Financial Statements

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

|                                          | March 31,
2003 | September 30,
2002
|----------------------------------------- | -------------- | ------------------
|ASSETS                                    |                |                   
|Current Assets:                           |                |                   
|Cash and cash equivalents                 |                |                   
|Accounts receivable, less allowance for   |                |                   
|doubtful accounts of $166,093 and         |                |                   
|$532,111 at March 31, 2003 and            |                |                   
|September 30, 2002, respectively          |                |                   
|Inventories                               |                |                   
|Prepaid expenses and other current assets |                |                   
|                                          |                |                   
|Total current assets                      |                |                   
|                                          |                |                   
|Property and Equipment; net of            |                |                   
|accumulated depreciation                  |                |                   
|and amortization                          |                |                   
|Other assets                              |                |                   
|                                          |                |                   
|Total Assets                              |                |                   
|                                          |                |                   
|                                          |                |                   

See Notes to
Consolidated Financial Statements.

3

---

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

|                                            | March 31,
2003 | September 30,
2002
|------------------------------------------- | -------------- | ------------------
|Liabilities and Stockholders' Equity        |                |                   
|Current Liabilities:                        |                |                   
|Subordinated note payable, current portion  |                |                   
|Accounts payable and accrued expenses       |                |                   
|Deferred revenue                            |                |                   
|                                            |                |                   
|Total Current Liabilities                   |                |                   
|                                            |                |                   
|Senior subordinated secured convertible     |                |                   
|notes, net of unamortized discount of       |                |                   
|$3,545,088 and $3,974,051 at March 31, 2003 |                |                   
|and September 30, 2002, respectively        |                |                   
|                                            |                |                   
|Total liabilities                           |                |                   
|                                            |                |                   
|Stockholders' Equity                        |                |                   
|Preferred stock, no par value -             |                |                   
|1,000,000 shares authorized; none issued    |                |                   
|Common stock, $.01 par value -              |                |                   
|30,000,000 shares authorized; issued and    |                |                   
|outstanding:  10,204,855 and 10,168,011 at  |                |                   
|March 31, 2003 and September 30, 2002       |                |                   
|Additional paid-in capital                  |                |                   
|Accumulated deficit                         |                |                   
|Accumulated other comprehensive loss-       |                |                   
|foreign currency translation loss           |                |                   
|Less treasury stock at cost;                |                |                   
|100,000 shares at March 31, 2003            |                |                   
|and September 30, 2002                      |                |                   
|                                            |                |                   
|Total Stockholder's Equity                  |                |                   
|                                            |                |                   
|Total Liabilities and Stockholder's Equity  |                |                   
|                                            |                |                   

See Notes to
Consolidated Financial Statements.

4

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

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

See Notes to
Consolidated Financial Statements.

# 5

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

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

See Notes to
Consolidated Financial Statements

# 6

---

# HEMAGEN DIAGNOSTICS,
INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

# NOTE A  BASIS OF
PRESENTATION

The Company has prepared the
accompanying unaudited consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America for interim financial
information and pursuant to the rules and regulations of the Securities and Exchange
Commission instructions to Form 10-QSB and Item 310(b) of regulation S-B. These financial
statements should be read together with the financial statements and notes in the
Companys 2002 Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The accompanying condensed consolidated financial statements reflect
all adjustments and disclosures which, in our opinion, are necessary for fair
presentation. All such adjustments are of a normal recurring nature. The results of
operations for the interim periods are not necessarily indicative of the results of the
entire year.

# NOTE B- NET INCOME
(LOSS) PER SHARE

Basic earnings per common share are computed
based upon the weighted average number of common shares outstanding during the three and
six months ended March 31, 2003 and March 31, 2002. Diluted earnings per common share are
computed based on common shares outstanding plus the effect of dilutive stock options and
other potentially dilutive common stock equivalents consisting of stock purchase warrants
and convertible debentures. The dilutive effect of stock options and other potentially
dilutive common stock equivalents is determined using the treasury stock and if-converted
method based on the Companys average stock price. Common stock equivalents totaling
8,316,910 and 11,162,665 at March 31, 2003 and 2002, respectively, were not included in
the computation of diluted net loss per share since they would have been anti-dilutive.

# NOTE C 
SHAREHOLDERS EQUITY

During the six months ended March 31,
2003, the Company granted options for the purchase of 123,500 shares of Common Stock to
employees and directors at exercise prices varying between $0.29 to $0.97 per share, which
represented the fair market value on the date of the grant. Also, during the six months
ended March 31, 2003, options for the purchase of 263,000 shares of Common Stock expired.
At March 31, 2003, options for the purchase of 2,670,110 shares of common stock with a
weighted average exercise price of $1.24 were outstanding.

# 7

---

During the six months ended March 31,
2003, the Company issued 36,844 shares of common stock in lieu of cash payments that were
accrued at the prior year end which were for directors compensation with a value of
$14,000.

# NOTE D-CURRENT ACCOUNT
ING PRONOUNCEMENTS

In December 2002, the FASB issued
Statement No. 148 Accounting for Stock-Based Compensation- Transition and
Disclosure, (SFAS 148). SFAS 148 provides for alternative methods of
transition for an entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation and contain disclosures about the
effects of stock-based compensation. The fair value method of accounting
would require the use of an option pricing model such as the Black-Scholes option pricing
model to determine the compensation expenses associated with stock-based compensation
issued in the current period.

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

|                             | Three Months Ended | Six Months Ended
|---------------------------- | ------------------ | ----------------
|
|
|Net Income:                  |                    |                 
|As reported                  |                    |                 
|Pro forma                    |                    |                 
|Net income per common share: |                    |                 
|Basic and Diluted;           |                    |                 
|As reported                  |                    |                 
|Pro forma                    |                    |                 

The fair value of each option grant
is estimated on the date of the grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for grants in 2003 and 2002; dividend
yield of 0%; expected volatility of 196% and 89% for 2003 and 2002, respectively;
risk-free interest rate of 4% for both periods; and expected lives ranging from 5.0 to
10.0 years.

# NOTE E-LINE OF CREDIT

In September 2002, the Company
obtained a revolving line of credit with a bank for the purpose of financing working
capital needs as required. The line of credit facility provides for borrowing up to
$1,000,000 at an interest rate of Prime Rate plus 3⁄4 %. Maximum borrowings under the
loan are based on the domestic receivables and inventory of the Company. At March 31,
2003 and September 30, 2002, there was no outstanding balance on the line of credit and the effective interest
rate on the line of credit was 5.0%.

# 8

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# MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Certain statements in this report
that are not historical facts constitute forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, are intended to be covered by the
safe harbors created by that Act. Reliance should not be placed on forward looking
statements because they involve unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to differ materially from those
expressed or implied. Any forward-looking statements speak 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, expected
financial performance, on-going business strategies and possible future action which
Hemagen intends to pursue to achieve its strategic objectives constitute forward-looking
information. The sufficiency of such charges, implementation of strategies and the
achievement of financial performance are each subject to numerous conditions,
uncertainties and risk factors. Factors which could cause actual performance to differ
materially from these forward-looking statements, include, without limitation,
managements analysis of Hemagens assets, liabilities and operations, the
failure to sell datesensitive inventory prior to its expiration, competition, new
product development by competitors which could render particular products obsolete, the
inability to develop or acquire and successfully introduce new products or improvements of
existing products, costs and difficulties in complying with laws and regulations
administered by the U.S. Food and Drug Administration and the ability to assimilate
successfully product acquisitions.

# Overview

Hemagen Diagnostics, Inc., is a
biotechnology Company that develops, manufactures and, markets more than 150 FDA-cleared
proprietary medical diagnostic test kits used to aid in the diagnosis of certain
autoimmune and infectious diseases. Hemagen also manufactures and markets a complete line
of Clinical Chemistry Reagents through its wholly owned subsidiary RAICHEM. In addition,
Hemagen manufactures and sells the Analyst® an FDA-cleared Clinical Chemistry Analyzer
used to measure important constituents in human and animal blood, and the Endochek a
clinical chemistry analyzer used to measure important constituents in animal blood. In the
United States, the Company sells its products directly to physicians, veterinarians,
clinical laboratories and blood banks and on a private-label basis through multinational
distributors of medical supplies. Internationally, the Company sells its products
primarily through distributors. The Company sells the Analyst® and the Endochek both
directly and through distributors servicing both physicians office laboratories and
veterinarians offices. Hemagens products are used in many of the largest
laboratories, hospitals and blood banks around the world. Hemagen sells its products to
over 1,000 customers worldwide. The Company focuses on markets that offer significant
growth opportunities. The Company was incorporated in 1985 and became publicly traded in
1993.

# 9

---

# Results of Operations

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

Revenues for the three-month period
ended March 31, 2003 decreased approximately $552,000 (21%) to approximately $2,047,000
from $2,599,000 for the same period ended March 31, 2002. This decrease is primarily
attributed to:

| |  | Approximately $264,000 of reduced sales of the Analyst® Product line. These reduced
sales are attributed to lower sales of consumables to the Companys human market
distributor.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Reduced sales of approximately $196,000 at the Companys Raichem division, due to
lower sales to Roche Diagnostics and several foreign distributors.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Reduced
sales of our Endochek product of approximately $44,000.
| | - | ---------------------------------------------------------------

Cost of product sales decreased
approximately $251,000 (15%) to $1,419,000 from $1,670,000 for the same period last year.
Cost of product sales as a percentage of sales increased from 64% to 69%. This increase in
cost of sales as a percentage of sales is mainly attributed to the Companys Raichem
division. The cost of sales percentage has increased at Raichem as a result of lower
production levels than those levels in the previous year, which resulted in higher fixed
costs for Raichems products.

Research and development expenses
decreased fifty-five percent (55%) to approximately $57,000 from $126,000 due to decreased
headcount, consulting and project costs.

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

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

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

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

Selling, general and administrative
(SG&A) expenses decreased by approximately $225,000 (25%) for the quarter
ended March 31, 2003 to $679,000 from $905,000 in the previous period. This reduction is
attributable to reduced legal, consulting and administrative labor expenses.

Other expenses (income) increased
approximately $76,000 (29%) to approximately $339,000 in the quarter ended March 31, 2003
from $263,000 in the prior period, due to increased interest expense. Interest expense for
the three months ended March 31, 2003, was $347,000 as compared to $267,000 in the three
months ended March 31,

# 10

---

2002, primarily as a result of
the increase in the amortization of the debt discount.
(See Liquidity and Capital Resources).

The net loss for the period was
approximately $447,000 for the three months ended March 31, 2003 as compared to a net loss
of approximately $364,000 in the prior period. The increase in the loss from the prior
period is mainly attributed to lower sales volumes and increased interest expense related
to the non-cash amortization of the debt discount of $ 92,000, and is offset by reduced
operating expenses.

The Six Month Period
Ended March 31, 2003Compared to the Six Month Period Ended March 31, 2002

Revenues for the six-month period
ended March 31, 2003 decreased approximately $786,000(16%) to approximately $4,032,000
from $4,818,000 for the same period ended March 31, 2002. This decrease is primarily
attributed to:

| |  | Lower sales at the Companys Raichem division of approximately $332,000, which
resulted from lower sales to Roche Diagnostics of approximately $124,000 in conjunction
with a supply agreement that extends to December 2006, and from lower sales to several
foreign distributors of Raichem branded product. As a means to offset this loss to Roche,
the Company is evaluating other reagents that it can supply to Roche to recover those lost
sales.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Lower sales of Analyst products of approximately $179,000. In particular, sales of Analyst
consumables to the human market products distributor have decreased from the prior year.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Lower sales of the Companys infectious disease product line sold to blood banks of
approximately $129,000.
| | - | -----------------------------------------------------------------------------------------------------------

| |  | Reduced sales at the Companys Brazilian 51% owned subsidiary of approximately
$104,000.
| | - | ----------------------------------------------------------------------------------------

Cost of product sales decreased
approximately $426,000 (13%) to approximately $2,754,000 for the six-month period ended
March 31, 2003 as compared to approximately $3,180,000 in the prior period. As a
percentage of sales, cost of product sales increased to 68% of sales from 66% of sales in
the prior period. The increase in cost of product sales is attributed to higher Analyst
costs and lower margins experienced in Brazil with the Companys 51% owned Brazilian
distributor subsidiary. The higher costs realized with the Analyst product-line resulted
from lower production levels that had to absorb more of the fixed costs of that product
line.

Research and development expenses
decreased 52% to $109,000 as a result of reduced 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, 2003 and 2002.

# 11

---

Selling, general and administrative
expenses decreased approximately $381,000 (22%) to approximately $1,339,000 from
$1,720,000 due to reduced legal, headcount and labor costs.

Other expenses (income) increased
approximately $167,000 (33%) to approximately $672,000 from approximately $505,000 as a
result of higher interest expense associated with the non-cash amortization of debt
discount related to the private placement offering completed in May 2000. (See
Liquidity and Capital Resources).

Net loss for the six months ended
March 31, 2003 was $843,000 as compared to a net loss of approximately $815,000 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, offset by lower research and development
and selling, general and administrative expenses.

# Liquidity and Capital
Resources

At March 31, 2003, Hemagen had
$459,000 of unrestricted cash, working capital of approximately $3,436,000 and a current
ratio of 3.2 to 1.

During the six month period ended
March 31, 2003, Hemagen generated $142,000 of cash from operating activities, offset by
$157,000 of cash used in financing activities.

In September 2002, the Company
obtained a revolving line of credit with a bank for the purpose of financing working
capital needs as required. The line of credit facility provides for borrowing up to
$1,000,000 at an interest rate of Prime Rate plus 3⁄4 %. At March 31, 2003, there was
no outstanding balance on the line of credit and the effective interest rate on the line
of credit was 5.0%.

Hemagen believes that cash flow from
operations, cash on hand at March 31, 2003, and its credit available under its line of
credit facility will be sufficient to finance its operations and capital expenditures over
the next twelve months, although there can be no assurances that this will be the case.

The Six Month Period
Ended March 31, 2003Compared to the Six Month Period Ended March 31, 2002

Net cash provided by operating
activities during the six months ended March 31, 2003 increased to $142,000 from $35,000
of cash used in the six months ended March 31, 2002. This increase in cash generated is
mainly attributed to cash generated by the change in operating assets and liabilities in
addition to a reduction in the net loss from operations after adjusting for non-cash items
such as depreciation and amortization. The cash generated by the change in operating
assets and liabilities increased by approximately $47,000 (27%) to approximately $219,000
from $172,000 in the prior period. The net loss after adjusting for non-cash items for the
six months ended March 31, 2003 used cash of approximately $77,000 as compared to $208,000
in the previous period.

# 12

---

There was no cash used in investing
activities in the six months ended March 31, 2003 as compared to $58,000 of cash used in
the six months ended March 31, 2002. This change in cash used is attributed to capital
expenditures in the prior period.

Cash used in financing activities
totaled $157,000 in the six months ended March 31, 2003 as compared to $49,000 used in the
six months ended March 31, 2002. This increase in cash used is attributed to the scheduled
payments required for the subordinated note payable to Dade Behring, Inc. that was paid
off in November 2002.

New Accounting Standards

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

In January 2002, GASB issued
Interpretation No. 46 Consolidation of Variable Interest Entities which
addresses the consolidation and disclosures of these entities by business enterprises.
 As the Company does not have any interests in such types of entities the adoption of
this Interpretation will not have a material impact upon its Consolidated Financial
Statements.

# Item 3.     Controls and
Procedures

(a)    
          Evaluation of Disclosure Controls and Procedures.

The Companys Chief Executive
Officer, William P. Hales, and Chief Financial Officer, Deborah F. Ricci, have reviewed
the Companys disclosure controls and procedures within 90 days prior to the filing
of this report. Based upon this review, these officers believe that the Companys
disclosure controls and procedures are effective in ensuring that material information
related to the Company is made known to them by others within the Company.

(b)     Changes in Internal
Controls

There were no significant changes in
the Companys internal controls or in other factors that could significantly affect
these controls during the quarter covered by this report or from the end of the reporting
period to the date of this Form 10-QSB.

# PART II.   OTHER
INFORMATION

# Item 4.         Submission
of Matters to a Vote of Security Holders

Hemagens Annual Meeting of
Shareholders was held on February 26, 2003. Each of the following matters was voted upon
and approved by Hemagens shareholders as indicated below:

(1)    
          Election of the following two directors:

| | Alan S. Cohen      | 7,426,339 votes for, 352,250 votes against, and zero
abstentions.
| | ------------------ | -----------------------------------------------------------------
| |                    |                                                                  
| | Richard W. Edwards | 7,427,119 votes for, 351,470 votes against, and zero
abstentions.

|(2) | Ratification of appointment of Grant Thornton, LLP as Hemagens independent
          public accountants for fiscal year 2004, 7,698,028 votes for, 80,261 votes
          against, and 300 abstentions.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 13

---

# Item 5.    Other Information

On February 27, 2003 the
Companys common stock was delisted from the NASDAQ Small Cap Market and its shares
of common stock began trading on the OTC Bulletin Board.

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

Exhibit 99.1
               Certification of
Chief Executive Officer

Exhibit 99.2
               Certification of
Chief Financial Officer

# Item 7.    Reports on Form
8-K

The Company filed Form 8-K
with the Commission on February 28, 2003 that included a Company press release as an
exhibit related to the Company receiving notification from NASDAQ that its securities will
be delisted from the NASDAQ Small Cap Market.

# 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 14, 2003 | Hemagen Diagnostics, Inc.
(Registrant)
/s/ William P. Hales
---------------------------
William P. Hales
President and
Chief Executive Officer
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------
|May 14, 2003 | /s/ Deborah F. Ricci
---------------------------
Deborah F. Ricci
Chief Financial Officer                                                     

# 14

---

# Certification of
Principal Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427

I, William P. Hales, the principal
executive officer of Hemagen Diagnostics Inc, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Hemagen Diagnostics, Inc;
|-- | -------------------------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
          statement of a material fact or omit to state a material fact necessary to make
          the statements made, in light of the circumstances under which such statements
          were made, not misleading with respect to the period covered by the quarterly
          report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. | designed such disclosure controls and procedures to ensure that material
               information relating to the registrant, including its consolidated subsidiaries,
               is made know to us by others within those entities, particularly during the
               period in which this quarterly report is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | evaluated the effectiveness of the registrants disclosure controls and
               procedures as of the date within 90 days prior to filing date of this quarterly
               report (the Evaluation Date); and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c. | presented in this quarterly report our conclusions about the effectiveness of
               the disclosure controls and procedures based on our evaluation as of the
               Evaluation Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation, to the registrants auditors and the audit
          committee of registrants board of directors (or persons performing the
          equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. | all significant deficiencies in the design or operation of internal controls
                    which could adversely affect the registrants ability to record, process,
                    summarize and report financial data and have identified for the
                    registrants auditors any material weaknesses in internal controls; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | any fraud, whether or not material, that involves management or other employees
                    who have a significant role in the registrants internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The registrants other certifying officers and I have indicated in this
          quarterly report whether or not there were significant changes in internal
          controls or in other factors that could significantly affect internal controls
          subsequent to the date of our most recent evaluation, including any corrective
          actions with regard to significant deficiencies and material weaknesses.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:   May 14, 2003 | /s/ William Hales
------------------------------
William Hales
President and Chief Executive Officer
|-------------------- | ----------------------------------------------------------------------------------------------------

# 15

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# Certification of
Principal Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427

I, Deborah F. Ricci, the principal
financial officer of Hemagen Diagnostics Inc, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Hemagen Diagnostics, Inc.
|-- | -------------------------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
          statement of a material fact or omit to state a material fact necessary to make
          the statements made, in light of the circumstances under which such statements
          were made, not misleading with respect to the period covered by the quarterly
          report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. | Designed such disclosure controls and procedures to ensure that material
               information relating to the registrant, including its consolidated subsidiaries,
               is made know to us by others within those entities, particularly during the
               period in which this quarterly report is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | Evaluated the effectiveness of the registrants disclosure controls and
               procedures as of the date within 90 days prior to filing date of this quarterly
               report (the Evaluation Date); and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c. | Presented in this quarterly report our conclusions about the effectiveness of
               the disclosure controls and procedures based on our evaluation as of the
               Evaluation Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation, to the registrants auditors and the audit
          committee of registrants board of directors (or persons performing the
          equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. | All significant deficiencies in the design or operation of internal controls
               which could adversely affect the registrants ability to record, process,
               summarize and report financial data and have identified for the
               registrants auditors any material weaknesses in internal controls; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | Any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The registrants other certifying officers and I have indicated in this
          quarterly report whether or not there were significant changes in internal
          controls or in other factors that could significantly affect internal controls
          subsequent to the date of our most recent evaluation, including any corrective
          actions with regard to significant deficiencies and material weaknesses.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:   May 14, 2003 | /s/ Deborah Ricci
------------------------
Deborah Ricci
Principal Financial Officer
|-------------------- | ------------------------------------------------------------------------------------

# 16