SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Larkin Richard J (Last) (First) (Middle) 3661 HORSEBLOCK ROAD (Street) MEDFORD NY 11763 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/05/2004	3. Issuer Name and Ticker or Trading Symbol Chembio Diagnostics Inc. [ CEMI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	2,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Series A Convertible Preferred Stock(2)	05/05/2004	12/31/2049	Common Stock	25,196	(3)	D
Option to purchase Common Stock(1)	05/05/2004	09/15/2010	Common Stock	50,000	0.45	D
Warrant to purchase Common Stock(2)	05/05/2004	05/04/2009	Common Stock	30,236	0.9	D
Warrant to purchase Common Stock(1)	05/05/2004	05/04/2009	Common Stock	250	0.9	D

Explanation of Responses:

1. On May 5, 2004, the Issuer acquired Chembio Diagnostics Systems Inc., a privately held corporation ("Chembio"), through a merger of a wholly owned subsidiary of the Issuer with and into Chembio. Pursuant to the terms of the merger, each stockholder of Chembio received shares of the Issuer's Common Stock in exchange for Chembio common stock owned. The Issuer also assumed all the outstanding warrants and options to acquire Chembio common stock. Each assumed warrant and option is now exercisable for shares of the Issuer's Common Stock. Mr. Larkin received 2,500 shares of the Issuer's Common Stock in exchange for his Chembio common stock and received warrants to purchase 250 shares of the Issuer's Common Stock and options to purchase 50,000 shares of the Issuer's Common Stock in exchange for warrants and options, respectively, that he held of Chembio.

2. On May 5, 2004, the Issuer consummated a private offering of its 8% Series A Convertible Preferred Stock (together with warrants to purchase shares of its Common Stock) in exchange for certain indebtedness of Chembio that was previously outstanding. The conversion price at which such debt was exchanged into 8% Series A Convertible Preferred Stock (together with warrants to purchase shares of the Issuer's Common Stock) was $30,000 per share. Mr. Larkin converted $10,117.81 of Chembio indebtedness that he held prior to the merger into .50392 shares Series A Convertible Preferred Stock (together with warrants to purchase 30,236 shares of Common Stock)pursuant to the Series A Offering.

3. 50,000 to 1

	Richard J. Larkin	07/01/2004
	** Signature of Reporting Person	Date
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