U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB


                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                          COMMISSION FILE NO. 0-28413


                                HUMAN BIOSYSTEMS
       (Exact name of small business issuer as specified in its charter)


            CALIFORNIA                                   77-0481056
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
                         incorporation or organization)


                               1127 HARKER AVENUE
                          PALO ALTO, CALIFORNIA 94301
                    (Address of principal executive offices)

                                  650-323-0943
                          (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]   No [ ]

At November 5, 2003, the registrant had outstanding 29,124,329 shares of common
stock, no par value.

Transitional Small Business disclosure format:  Yes [ ]   No  [X]


<table>
<caption>

                                <c>                                          <c>

                                HUMAN BIOSYSTEMS
                               TABLE OF CONTENTS
                                                                                 Page
PART I - FINANCIAL INFORMATION                                                  ------

ITEM 1.  FINANCIAL STATEMENTS

CONDENSED BALANCE SHEET (UNAUDITED) -- as of September 30, 2003...................F-1

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three and Nine Month Periods Ended September 30, 2003 and 2002
and the Period from February 26, 1998 (Inception) through September 30, 2003......F-2

CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
For the Nine Months Ended September 30, 2003......................................F-3

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, 2003 and 2002,
and the Period from February 26, 1998 (Inception) through September 30, 2003......F-4

NOTES TO FINANCIAL STATEMENTS (UNAUDITED).........................................F-5-8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION................2

ITEM 3.  CONTROLS AND PROCEDURES..................................................15

PART II - OTHER INFORMATION.......................................................16

ITEM 1.  LEGAL PROCEEDINGS........................................................16

ITEM 2.  CHANGES IN SECURITIES....................................................17

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES..........................................17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......................18

ITEM 5.  OTHER INFORMATION........................................................18

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.........................................18

SIGNATURES........................................................................18

CERTIFICATION.....................................................................18

====================================================================================

</table>

PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                Human Biosystems
                         (A Development Stage Company)
                            Condensed Balance Sheet
                               September 30, 2003
                                  (Unaudited)

                                    ASSETS

Current assets
 Cash                                                                $ 84,700
 Prepaid expenses and other current assets                             24,300
                                                                     ---------
  Total current assets                                                109,000

Fixed assets, net                                                       2,000
                                                                     ---------
Total assets                                                         $111,000
                                                                     ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
 Accounts payable                                                    $259,200
 Accrued liabilities                                                  152,300
 Stockholder payables                                                 404,400
                                                                     ---------
  Total current liabilities                                           815,900
                                                                     ---------
Total liabilities                                                     815,900

Commitments and contingencies                                              --

Stockholders' deficit
 Preferred stock; no par or stated value; 5,000,000 shares
 authorized, no shares issued or outstanding                               --
 Common stock; no par or stated value; 45,000,000 shares
 authorized, 33,472,300 shares issued and
 28,680,600 shares outstanding                                     10,923,100
 Other receivables, net                                              (398,300)
 Accumulated deficit during development stage                     (11,229,700)
                                                                    ----------
  Total stockholders' deficit                                        (704,900)
                                                                    ----------
Total liabilities and stockholders' deficit                          $111,000
                                                                    ==========
            See Accompanying Notes to Condensed Financial Statements

<page>F-1
                                Human Biosystems
                         (A Development Stage Company)
                 Condensed Statement Of Operations (Unaudited)

<table>
<caption>

                                            <c>          <c>                       <c>                 <c>
                                                    Three Months Ended           Nine Months Ended      February 26, 1998
                                                        September 30,              September 30,        (Inception) Through
                                                     2003            2002         2003         2002       September 30,
                                                  ----------      ----------     -------      -------    --------------

Revenue                                          $     --       $       --     $    --       $    --     $      --

 Operating expenses
  General and administrative
   Stock based compensation                        70,700          30,000      205,300       391,600       3,279,800
   Other general and administrative expenses      317,200         393,900    1,031,900     1,015,000       4,548,400
                                                 ----------      ----------  -----------   ---------       ----------
  Total general and administrative                387,900         423,900    1,237,200     1,406,600       7,828,200
  Research and development                        107,100         106,800      328,500       307,500       1,644,500
  Sales and marketing                              54,000          52,900      165,400       168,400         595,100
                                                 ----------      ----------  ------------  ----------     -----------
   Total operating expenses                       549,000         583,600    1,731,100     1,882,500      10,067,800
                                                 ----------      ----------  ------------   ----------    -----------

 Loss from operations                            (549,000)       (583,600)  (1,731,100)   (1,882,500)    (10,067,800)

Other income (expense)
 Loan fees                                            --              --            --            --        (750,000)
 Bad debt related to other receivable                 --              --            --            --        (104,000)
 Interest income                                      --             100            --           100           2,700
 Interest expense                                   (900)           (300)       (6,900)         (900)       (306,600)
                                                ----------      ----------   -----------   ------------    ----------
Loss before provision for income taxes           (549,900)      (583,800)   (1,738,000)   (1,883,300)    (11,225,700)

Provision for income taxes                            --              --           --            800           4,000
                                                ----------      ----------   -----------   ------------    ----------
 Net loss                                       $(549,900)     $(583,800)  $(1,738,000)  $(1,883,100)   $(11,229,700)
                                               ===========      ==========  ============   ============    ==========
 Basic and diluted loss per common share           $(0.02)        $(0.03)       $(0.07)       $(0.11)        $ (1.37)
                                               ===========      ==========  ============   ============    ==========
 Basic and diluted weighted average
   common shares outstanding                   27,748,900     19,110,900    26,187,300     17,088,100       8,196,200
                                               ===========    ============  ============   ============    ===========

</table>
            See Accompanying Notes to Condensed Financial Statements
<page>F-2

                                Human Biosystems
                         (A Development Stage Company)
            Condensed Statement Of Stockholders' Deficit (Unaudited)
<table>
<caption>

                                                <c>             <c>            <c>             <c>                <c>
                                                                                                   Accumulated
                                                                                                  Deficit During         Total
                                                  Common Stock                      Other         Development        Stockholders'
                                                     Shares           Amount        Receivables        Stage             Deficit
                                                    ----------       ----------     ----------     -------------      ------------
Balance December 31, 2002                          23,068,700       $9,893,600      $(398,300)      $(9,491,700)        $ 3,600

Issuance of common stock for cash (net of
   offering costs of $208,300), $0.16               4,945,500          794,800             --                --         794,800

Issuance of common stock for services, $0.21          552,700          117,600             --                --         117,600

Issuance of common stock in satisfaction of
  stockholder payables (including interest of
  $5,200)                                             163,700           29,400             --                --          29,400

Stock based compensation related to granting
  of warrants and options                                  --           87,700             --                --          87,700

Cancellation of common stock                          (50,000)              --             --                --              --

Net loss                                                   --               --             --        (1,738,000)     (1,738,000)
                                                   ----------       ----------     ----------     -------------      ------------
Balance September 30, 2003(Unaudited)              28,680,600      $10,923,100      $(398,300)     $(11,229,700)      $(704,900)
                                                   ==========       ==========      ==========    =============      ============

       </table>

            See Accompanying Notes to Condensed Financial Statements

<page>F-3
                                Human Biosystems
                         (A Development Stage Company)
                Condensed  Statements Of Cash Flows (Unaudited)

<table>
<caption>

                                                            <c>            <c>                     <c>
                                                                    Nine Months Ended      February 26, 1998
                                                                      September 30,        Inception) Through
                                                                   2003           2002     September 30, 2003
                                                                 -------        -------     ----------------
Cash flows from operating activities:
 Net loss                                                     $(1,738,000)    $(1,884,100)  $ (11,229,700)
 Adjustments to reconcile net loss to net
  cash used by operating activities:
   Stock based compensation                                       205,300         391,600       3,279,800
   Depreciation                                                     1,500           1,500           7,800
   Deemed interest expense                                            --              --           92,800
   Interest expense paid in common stock                            5,200             --          122,500
   Amortization of discount and loan fees
    on notes payable                                                  --              --          774,800
   Bad debt related to other receivables                              --              --          104,000
 Changes in operating assets and liabilities:
   Change in prepaid expenses and other asset                     15,100            7,600         (24,300)
   Change in accounts payable                                    179,900          (23,400)        283,900
   Change in accrued liabilities                                 130,200           71,700         163,900
                                                                 ---------      ----------     -----------
          Net cash used by operating activities               (1,200,800)      (1,435,100)     (6,424,500)

Cash flows from investing activities:

  Purchase of fixed assets                                            --               --          (9,800)
                                                                 ---------       ----------   -----------
    Net cash used by investing activities                             --               --          (9,800)

 Cash flows from financing activities:
   Proceeds from issuance of common stock                        794,800        1,490,000       5,682,200
   Proceeds from borrowing on notes payable                           --               --         323,100
   Principal payments on notes payable                                --               --         (97,400)
   Principal payments on stock subject to rescission                  --          (21,000)        (41,500)
   Change in stockholder payables                                346,000         (145,100)        702,600
   Change in other receivables                                        --          (50,000)        (50,000)
                                                                ---------       ----------      -----------
     Net cash provided by financing activities                 1,140,800        1,273,900       6,519,000
                                                                ---------      ----------      -----------
  Net increase (decrease) in cash                                (60,000)        (161,200)         84,700

  Cash, beginning of period                                      144,700          331,700              --
                                                                ---------        ----------      -----------
  Cash, end of period                                          $  84,700       $  170,500       $  84,700
                                                                =========        ==========      ===========
 Supplemental disclosure of cash flow information:
  Cash paid for income taxes                                   $      --       $      800       $   4,000
                                                                =========       ==========      ===========
  Cash paid for interest                                       $      --       $    2,100       $  11,700
                                                                =========       ==========      ===========

Schedule of non-cash financing activities:
 Issuance of common stock in satisfaction of
 promissory note issued as a result of recission offer
 (including accrued interest of $7,200)                        $      --       $   54,300       $  54,300
                                                                =========      ==========       ==========
Issuance of common stock in satisfaction of accrued
  liabilites                                                   $      --       $   17,000       $  17,000
                                                                =========      ==========       ==========
Issuance of common stock in satisfaction of
  stockholder payables (excluding interest of $5,200)          $  24,200       $      --        $  24,200
                                                                =========      ==========       ==========


</table>
            See Accompanying Notes to Condensed Financial Statements
<page>F-4


                    NOTES TO CONDENSED FINANCIAL STATEMENTS

1.      BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements.  Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements.  The financial statements should be
read in conjunction with the Form 10-KSB for the year ended December 31, 2002 of
Human BioSystems (the "Company").

The interim financial statements present the condensed balance sheet, statements
of operations, stockholders' deficit and cash flows of the Company.  The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.

The interim financial information is unaudited.  In the opinion of management,
all adjustments necessary to present fairly the financial position of the
Company as of September 30, 2003 and the results of operations and cash flows
presented herein have been included in the financial statements.  Interim
results are not necessarily indicative of results of operations for the full
year.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

<page>F-5

2.      STOCK-BASED EMPLOYEE COMPENSATION

The Company applies Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees, and Related Interpretations, in
accounting for stock options issued to employees. Under APB No. 25, employee
compensation cost is recognized when the estimated fair value of the underlying
stock on date of the grant exceeds the exercise price of the stock option. For
stock options and warrants issued to non-employees, the Company applies SFAS No.
123, Accounting for Stock-Based Compensation, which requires the recognition of
compensation cost based upon the fair value of stock options at the grant date
using the Black-Scholes option pricing model.

The following table represents the effect on net loss and loss per share if the
Company had applied the fair value based method and recognition provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation", to stock-based employee compensation:

                                             Nine months ended September 30,
                                                    2003            2002
                                             ----------------------------------
Net loss, as reported                         $ (1,738,000)   $ (1,884,100)
Add: Stock-based employee compensation
 expense included in reported loss,
 net of related tax effects                             --          35,600
Deduct: Total stock-based employee
 compensation expense determined under
 fair value based methods for all awards,
 net of related tax effects                        (19,900)       (175,000)
                                               --------------  --------------
Pro forma net loss                            $ (1,757,900)   $ (2,023,500)
                                               =============   ==============
Net loss per common share
 Basic and diluted loss, as reported          $      (0.07)   $      (0.11)
 Basic and diluted loss, pro forma            $      (0.07)   $      (0.12)


<page>F-6

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

3.      STOCKHOLDER PAYABLES

Stockholder payables consist of the following as of September 30, 2003:

Wages payable to stockholder employees           $   308,600

Accrued vacation for stockholder employees            95,100

Accrued interest on notes payable                        700
                                                 ----------------
                                                $    404,400
                                                 ================

During April, May, and July 2003, the Company issued 163,700 shares of the
Company's common stock to a stockholder and director of the Company in
satisfaction of $24,200 (excluding interest of $5,200) in principal of a
promissory note payable.

4.      GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  The Company is in the development
stage, has no operating revenue and incurred a net loss of $1,738,000 for the
nine months ended September 30, 2003.  The Company is in the sixth year of
research and development, with an accumulated loss during the development stage
of $11,229,700.  As of September 30, 2003, management is uncertain as to the
completion date or if any of the Company's products will  be completed at all.

Management's plan, in this regard, is to raise financing of approximately
$2,500,000 through a combination of equity and debt financing.  Management
believes this amount will be sufficient to finance the continuing research for
the next twelve months.  However, there is no assurance that the Company will be
successful in raising such financing.

<page>F-7

These conditions give rise to substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include
adjustments relating to the recoverability and classification of reported asset
amounts or the amount and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.  The Company's
continuation as a going concern is dependent upon its ability to obtain
additional financing or sale of its common stock as may be required and
ultimately to attain profitability.

5.      SUBSEQUENT EVENTS

During October 2003, the Company issued 232,500 shares of common stock for
$40,100 in cash.

During October 2003, the Company issued 85,600 shares of common stock for
services with a total value of $19,000.


<page>F-8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION,
STATEMENTS REGARDING OUR EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES
THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES",
OR SIMILAR LANGUAGE.  THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS,
UNCERTAINTIES AND OTHER FACTORS.  ALL FORWARD-LOOKING STATEMENTS INCLUDED IN
THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO US ON THE DATE HEREOF AND
SPEAK ONLY AS OF THE DATE HEREOF.  THE FACTORS DISCUSSED BELOW UNDER "RISK
FACTORS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB ARE AMONG THOSE
FACTORS THAT IN SOME CASES HAVE AFFECTED OUR RESULTS AND COULD CAUSE THE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS.

The following discussion should be read in conjunction with the condensed
financial statements and notes thereto.

Overview/ Recent Developments

We are a developmental stage company, and have a very limited operating history
and no revenue to date.  Our prospects must be considered in light of the risks
and uncertainties encountered by companies in an early stage of development
involving new technologies and requiring regulatory approval before generating
any revenue.

We have experienced operating losses since our inception.  These losses have
resulted from the significant costs incurred in the development of our
technology and the establishment of our research and development facility.
Expenditures will increase in all areas in order to execute our business plan,
particularly in research and development and in gaining regulatory approval to
market our products in the U.S. and abroad.

<page>2

Our principal business objective is to develop and provide economical, non-toxic
methods of extending the shelf life and improving the quality of blood platelets
and other biological material.  We have been successful in preserving blood
platelets for ten days under refrigeration while maintaining cell structure. We
had originally contemplated submission of our findings to the U.S. Food and Drug
Administration ("FDA")in the first half of 2003; however additional pre-human
infusion tests were necessary to address certain aspects of our findings. First,
changes to our solution were required before commencing human infusion tests.
These changes included the need to sterilize our preservation solution using
approved methods acceptable for human infusion, and the removal of suspended
particulants from our preservation solution.  The sterilization issue has been
resolved.  We were also successful in the removal of particulants from our
preservation solution after procedures were implemented at another blood center
in California used by us for such experiments.  We developed a new solution that
appears to have improved results over past formulations without the need to
clarify the solution for particulants. We have also determined that the special
cooling unit originally designed to facilitate the storage process at
refrigerated temperatures may not be critical for platelet survival. In
addition, tests conducted in the United States during 2002 were not able to
verify results obtained at our Russian research facilities.  In the first half
of 2003, however, we were able to correlate the test results from our Russian
research facilities with tests conducted by United States research facilities.

Pre-infusion studies conducted by a third party in the United States show that
we have successfully stored blood platelets for 5 days while maintaining cell
structure under refrigeration.  In these studies, platelet preservation was not
tested beyond 5 days.

We now believe that we have resolved all issues necessary in order to commence
human infusion tests.  We are preparing for these tests in the United States,
but in order to commence human infusion testing, we will require additional
capital.  Currently, we are in the process of negotiating terms of engagement
with FDA licensed institutions capable of conducting human infusion tests.  Once
human infusion tests commence, they will require a minimum of three months to
complete.  We have discontinued our own testing efforts while we wait for the
commencement of the third party human infusion tests.

<page>3

We began research on kidney preservation in 2002 and have developed what we
believe is a solution that will operate under refrigerated temperature storage
conditions for over 30 hours allowing organ preservation beyond current
capabilities.  In our most recent preliminary tests, we were able to preserve a
rat's kidney at negative 80 degrees Centigrade.  In a previous test, we were
able to preserve a rat's kidney at negative 20 degrees Centigrade for 48 hours.
Our goal is to extend the kidney shelf life to 72 to 96 hours.  We believe that
the extended shelf life should enable better matching of donor kidneys to
recipients. Due to a lack of additional capital, We have temporarily
discontinued efforts to test methods of preserving organs.  However, we continue
to conducting organ preservation research.

In July 2002, we received our first patent on our technology and methodology for
preserving blood platelets.  We also filed a provisional patent application in
June 2001 to cover our platelet preservation methods.  In August 2003, we filed
another patent application covering improved platelet preservation methods.  We
will seek strategic alliances with companies that have the capability to provide
technical and clinical expertise as well as financial and marketing expertise to
leverage our current expertise in these areas.

As we enter the human infusion test phase in the United States, the priorities
at our Russian branch may be shifted from research to supporting other lab
operations and possibly to addressing other business opportunities where our
presence in Russia would be considered an advantage.  Effective October 1, 2003,
we reduced the personnel at our Russian facilities from 11 to 7 employees.

In October 2003, Dr. David Lucas, our Chief Scientific Officer and Chief
Operating Officer resigned to pursue other interests.  Dr. Lucas has agreed to
continue to assist us as a consultant.  We are currently searching for an
appropriate replacement for Dr. Lucas.  Until we are able to retain a suitable
replacement for Dr. Lucas, Harry Masuda, our Chief Executive Officer, will
perform the duties of Chief Operating Officer.

In September 2003 we announced that we have signed a binding letter of intent to
acquire all rights to a cream product with potential skin healing and
antibacterial properties.  The purpose of the acquisition is to develop a
product to generate revenues while our blood platelet preservation technology is
undergoing human infusion tests.  The beneficial properties of the cream product
have not been verified by scientific tests, and there is no guaranty that we
will be able to develop a marketable product based on the cream.  If we are able
to develop a marketable product, it will require additional research and
development as well as additional capital.  At this time, we do not have an
estimate of the time or the amount of funds that would be required to develop
such a product.

<page>4

Results of Operations

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 2002

Revenues.  We did not generate any revenue in the nine months ended September
30, 2003 or the nine months ended September 30, 2002, and we have not generated
revenues since our inception in February 1998, as our focus to date has been on
the research and development of products.  We are a development stage company in
the sixth year of research and development activities, and do not anticipate
receiving revenue until we complete product development and clinical testing.

General and Administrative Expenses.   Total general and administrative expenses
in the three months ended September 30, 2003 were $387,900, a decrease from
$423,900 for the three months ended September 30, 2002.  This decrease was
primarily due to reductions in marketing expenses and fees for professional
services.  The decrease was offset in part by an increase in stock based
compensation, which equaled $70,700 for the nine months ended September 30, 2003
compared to $30,000 for the comparable period in 2002.  Total general and
administrative expenses in the nine months ended September 30, 2003 were
$1,237,200, a decrease from $1,406,600 for the nine months ended September 30,
2002.  This decrease was primarily due to a substantial decrease in our use of
stock based compensation in the first half of 2003, which equaled $205,300
during the nine months ended September 30, 2003 compared to $391,600 for the
comparable period in 2002.  This decrease was offset in part by increases in
other general and administrative expenses, consisting primarily of salaries a
and legal and professional fees, which equaled $1,031,900 during the nine months
ended September 30, 2003 compared to $1,015,000 for the comparable period in
2002.

<page>5

Research and Development.  Our research and development expenses were $107,100
for the three months ended September 30, 2003, an increase from $106,800 for the
comparable period in 2002.  Research and development expenses also increased to
$328,500 for the nine months ended September 30, 2003 from $307,500 for the
comparable period in 2002.   These increases were partly due to a transition
from conducting research and development activity in Russia to conducting
research at independent blood centers in the United States.  The research in the
United States was for the purpose of verifying the blood platelet preservation
results we achieved in Russia as part of our preparation for human infusion
studies.  The increase in research and development expenses was also partly due
to increased activity conducted at our Michigan facility in the area of organ
preservation.

Sales and Marketing Expenses.  Our sales and marketing expenses for the three
months ended September 30, 2003 equaled $54,000, a slight increase from $52,900
for the comparable period in 2002.  Our sales and marketing expenses for the
nine months ended September 30, 2003 equaled $165,400, a decrease from $168,400
for the comparable period in 2002.  This decrease was due to reduced spending on
public relations and promotional activities during the first quarter of 2003.

Interest Income and Expense.  We incurred interest expenses of $900 during the
three months ended September 30, 2003, as compared to interest expenses of $300
for the same period in 2002.  We incurred interest expenses of $6,900 during the
nine months ended September 30, 2003, as compared to interest expenses of $900
for the same period in 2002.  These increases were due primarily to interest on
promissory notes payable to one of our directors and stockholders.  We realized
no interest income in the three or nine months ended September 30, 2003 compared
to interest income of $100 in the comparable periods of 2002.  The decrease in
interest income was due to a decrease of cash on deposit.

<page>6

Net Loss.  As a result of the foregoing factors, our net loss decreased to
$549,900 for the three months ended September 30, 2003 from a net loss of
$583,800 for the three months ended September 30, 2002.  Our net loss decreased
to $1,738,000 for the nine months ended September 30, 2003, from a net loss of
$1,884,100 for the nine months ended September 30, 2002.  Our net loss per share
decreased to $0.02 for the three months ended September 30, 2003 from $0.03 for
the comparable period in 2002.  Our net loss per share decreased to $0.07 for
the nine months ended September 30, 2003 from $0.11 for the comparable period in
2002.

Liquidity and Capital Resources

Our operating plan for calendar year 2003 is focused on development of our
products. It is our estimate that a cash requirement of $2.5 million is needed
to support this plan for the next twelve months.  As of September 30, 2003, we
had a working capital deficit of $706,900. We continue our efforts to raise
additional capital, and during the three months ended September 30, 2003, we
received an aggregate of $311,000. There can be no assurance that any additonal
financing will be available at terms favorable to us or at all.  Since our
inception, we have financed our operations primarily through private and public
equity placements.

We anticipate continued growth in our operations and a corresponding growth in
our operating expenses and capital expenditures.  We do not anticipate any
revenue from operations for the next twelve months. Therefore, our success will
be dependent on funding from private placements of equity securities.  At the
present time however, we have no agreements or other arrangements for any such
private placements.

We are in the sixth year of research and development, with an accumulated loss
during the development stage of $11,229,700.  As of September 30, 2003, we are
uncertain as to the completion date of our research and development, or if
products will ever be completed as a result of this research and development
activity.  We anticipate that the funds spent on research and development
activities will need to increase prior to completion of a product. Additionally,
we may not be able to secure funding in the future necessary to complete our
intended research and development activities.

<page>7

Since May 2003, we have made only three bi-monthly payroll payments to our
employees.  It has been our practice during this period to pay our employees as
funds become available through private placements of our common stock.  We are
concerned that this failure to pay salaries will impact our ability to retain
and attract qualified personnel.

These conditions give rise to substantial doubt about our ability to continue as
a going concern. Our financial statements do not include adjustments relating to
the recoverability and classification of reported asset amounts or the amount
and classification of liabilities that might be necessary should we be unable to
continue as a going concern.  Our continuation as a going concern is dependent
upon our ability to obtain additional financing from the sale of our common
stock, as may be required, and ultimately to attain profitability.

The report of our independent certified public accountants, included in our most
recent Annual Report on Form 10-KSB, contains a paragraph regarding our ability
to continue as a going concern.

Risk Factors

Our business, financial condition or results of operations could be materially
and adversely affected by any of the following risks:

WE HAVE A HISTORY OF LOSSES, AND OUR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
HAVE RAISED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Since our inception in 1998, we have incurred substantial losses from
operations, resulting primarily from costs related to research and development
and building our infrastructure.  Because of our status as a development stage
company and the need to conduct additional research and development prior to
introducing products and services to the market, we expect to incur net losses
for the foreseeable future.  If our growth is slower than we anticipate or our
operating expenses exceed our expectations, our losses will be significantly
greater.  We may never achieve profitability.  Primarily as a result of these
recurring losses, our independent certified public accountants modified their
report on our December 31, 2002 financial statements to include an uncertainty
paragraph wherein they expressed substantial doubt about our ability to continue
as a going concern.

<page>8

We are in the sixth year of research and development, with an accumulated loss
during the development stage of $11,229,700.  We currently do not know when our
research and development will be completed, or if a product will ever result
from this research and development activity.  We anticipate that the funds spent
on research and development activities will need to increase significantly prior
to completion of research and development and commercialization of a product.
Additionally, we may not be able to secure funding in the future necessary to
complete our intended research and development activities.  These conditions
give rise to substantial doubt about our ability to continue as a going concern.
Our financial statements do not include adjustments relating to the
recoverability and classification of reported asset amounts or the amount and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.  Our continuation as a going concern is dependent
upon our ability to obtain additional financing from the sale of our securities,
as may be required, and ultimately to attain profitability.


WE REQUIRE IMMEDIATE ADDITIONAL CAPITAL.


Our operating plan for calendar year 2003 is focused on development of our
products. It is our estimate that a cash requirement of $2.5 million is required
to support this plan for the next twelve months.  During the nine months ended
September 30, 2003, we received an aggregate of $794,800 ($311,000 of this
amount was raised during the three months ended September 30 ,2003) and an
additional $40,100 through October 31, 2003, and we are actively seeking
additional funding.  There can be no assurance that the required additional
financing will be available at terms favorable to us or at all. Since our
inception, we have financed our operations through private and public equity
placements.  Since May 2003, we have made only three bi-monthly payroll payments
to our employees. This may impact our ability to attract and retain qualified
employees necessary for our operations.

<page>9

Obtaining capital will be challenging in a difficult environment, due to the
downturn in the United States economy and current world instability.  We
currently have no commitments for any funding, and there can be no assurance
that we will be able to obtain additional funding in the future from either debt
or equity financings, bank loans, collaborative arrangements or other sources on
terms acceptable to us, or at all.  If our human infusion studies are
successful, we believe that we will be able to obtain additional funding through
a license agreement with one or more of the potential strategic partners with
whom we have had discussions to date, thereby satisfying our financial needs for
at least the balance of 2003; however, there can be no assurance that we will
achieve successful results in our human infusion studies or that we can enter
into a license agreement or agreements providing adequate financing for 2003 and
beyond.

If adequate funds are not available or are not available on acceptable terms
when required, we may be required to significantly curtail our operations or may
not be able to fund expansion, take advantage of unanticipated acquisition
opportunities, develop or enhance services or products or respond to competitive
pressures. Such inability could have a material adverse effect on our business,
results of operations and financial condition.  If additional funds are raised
through the issuance of equity or convertible debt securities, the percentage
ownership of our shareholders will be reduced, shareholders may experience
additional dilution, and such securities may have rights, preferences and
privileges senior to those of our common stock.


OUR CHIEF EXECUTIVE OFFICER IS THE SUBJECT OF SEC AND JUSTICE DEPARTMENT
PROCEEDINGS FOR SECURITIES FRAUD.

On August 7, 2002, the United States Attorney for the Eastern District of New
York and the Securities and Exchange Commission announced that they were
bringing securities fraud charges against Harry Masuda, our Chief Executive
Officer, for allegedly paying an unregistered broker an undisclosed commission
in a 1999 and 2000 private placement.  The allegations generally charge Mr.
Masuda with the failure to adequately disclose to investors in this private
placement a commission agreement with Larry Bryant, an unlicensed broker-dealer.
Remedies sought in these proceedings include criminal penalties and a bar from
service as an officer or director of a publicly-traded company.  Although we
believe that the charges are unwarranted, and that the issues involved in this
matter were resolved over two years ago to the full satisfaction of all
investors, there can be no assurance that Mr. Masuda will be able to continue to
serve as our Chief Executive Officer in the event that the Securities and
Exchange Commission receives the remedies that it seeks.  We have filed motions
to proceed with the civil case and to change the venue for these proceedings
from New York to Northern California.  As of November 5, 2003, there has been no
further action or progress made in the resolution of these matters.

<page>10

WE ARE A DEVELOPMENT STAGE COMPANY, AND HAVE A LIMITED OPERATING HISTORY ON
WHICH TO EVALUATE OUR POTENTIAL FOR FUTURE SUCCESS.

We are a development stage company, and have yet to produce or sell any products
or services.  We have only a limited operating history upon which you can
evaluate our business and prospects, and have yet to develop sufficient
experience regarding actual revenues to be received from our products and
services.  You must consider the risks and uncertainties frequently encountered
by early stage companies in new and rapidly evolving markets.  If we are
unsuccessful in addressing these risks and uncertainties, our business, results
of operations and financial condition will be materially and adversely affected.

OUR FUTURE REVENUES ARE UNPREDICTABLE AND OUR QUARTERLY OPERATING RESULTS MAY
FLUCTUATE SIGNIFICANTLY.

We have a very limited operating history, and have no revenue to date. We cannot
forecast with any degree of certainty whether any of our products or services
will ever generate revenue or the amount of revenue to be generated by any of
our products or services. In addition, we cannot predict the consistency of our
quarterly operating results. Factors which may cause our operating results to
fluctuate significantly from quarter to quarter include:

-  our ability to attract new and repeat customers;

-  our ability to keep current  with  the evolving requirements of our target
   market;

-  our ability to protect our proprietary technology;

-  the ability of our  competitors to offer new or enhanced products or
   services; and

-  unanticipated  delays or cost  increases  with  respect to research and
   development.

Because of these and other factors, we believe that quarter-to-quarter
comparisons of our results of operations are not good indicators of our future
performance.  If our operating results fall below the expectations of securities
analysts and investors in some future periods, then our stock price may decline.

<page>11

ESTABLISHING OUR REVENUES AND ACHIEVING PROFITABILITY WILL DEPEND ON OUR ABILITY
TO DEVELOP AND COMMERCIALIZE OUR PRODUCTS.

Much of our ability to establish revenues and to achieve profitability and
positive cash flows from operations will depend on the successful introduction
of our products in development.  Products based on our technologies will
represent new methods of treatment and preservation. Our prospective customers,
including blood banks, hospitals and clinics, will not use our products unless
they determine that the benefits provided by these products are greater than
those available from competing products.  Even if the advantage from our planned
products is clinically established, prospective customers may not elect to use
such products for a variety of reasons.

We may be required to undertake time-consuming and costly development activities
and seek regulatory clearance or approval for new products. The completion of
the development and commercialization of any of our products under development
remains subject to all of the risks associated with the commercialization of new
products based on innovative technologies, including unanticipated technical or
other problems, manufacturing difficulties and the possible insufficiency of the
funds allocated for the completion of such development.

We will not be able to commercialize our products unless we successfully
complete human infusion tests. The commencement of human infusion testing of our
platelet preservation technology has already been delayed.  We can not be
certain that additional delays will not occur or that the human infusion tests
will be successful.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.

As a development stage company, we are entering a biological material
preservation market that is presently addressed by large companies with
extensive financial resources.  Those companies include DuPont and Baxter, among
others.  Smaller companies with which we may compete include LifeCell
Corporation for platelet preservation, Cerus for viral inactivation of platelets
and other blood products and Cryo Life for preserving heart valves by cryo-
preservation. These companies are active in research and development of
biological material preservation.  We have limited funds with which to develop
products and services, and most of the above competitors have significantly
greater financial resources, technical expertise and managerial capabilities
than we currently possess.

<page>12

WE MAY FAIL TO OBTAIN GOVERNMENT APPROVAL OF OUR PROCESSES

The United States Food & Drug Administration ("FDA") regulates the commercial
distribution and marketability of medical solutions and equipment.  In the event
that we determine that these regulations apply to our proposed products, we will
need to obtain FDA approval for such distribution.  The process of obtaining FDA
approval may be expensive, lengthy and unpredictable.  We have not developed our
products to the level where these approval processes can be started.  We do not
know if such approval could be obtained in a timely fashion, if at all.  In the
event that we do not receive any required FDA approval for certain products, we
would not be able to sell such products in the United States.  The regulation of
our processes and products outside the United States will vary by country.
Noncompliance with foreign country requirements may include some or all of the
risks associated with noncompliance with FDA regulation as well as other risks.

ACTS OF TERRORISM, RESPONSES TO ACTS OF TERRORISM AND ACTS OF WAR MAY IMPACT OUR
BUSINESS AND OUR ABILITY TO RAISE CAPITAL.

Future acts of war or terrorism, national or international responses to such
acts, and measures taken to prevent such acts may harm our ability to raise
capital or our ability to operate, especially to the extent we depend upon
activities conducted in foreign countries, such as Russia where we currently
perform research and development.  In addition, the threat of future terrorist
acts or acts of war may have effects on the general economy or on our business
that are difficult to predict.  We are not insured against damage or
interruption of our business caused by terrorist acts or acts of war.

WE MAY FAIL TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS.

We believe that the establishment of strategic partnerships will greatly benefit
the growth of our business, and we intend to seek out and enter into strategic
alliances.  We may not be able to enter into these strategic partnerships on
commercially reasonable terms or at all.  Even if we enter into strategic
alliances, our partners may not attract significant numbers of customers or
otherwise prove advantageous to our business.   Our inability to enter into new
distribution relationships or strategic alliances could have a material and
adverse effect on our business.

<page>13

OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE; OUR COMMON STOCK IS
"PENNY STOCK".


The market price of our common stock is likely to be highly volatile as the
stock market in general, and the market for technology companies in particular,
has been highly volatile.  The trading prices of many technology companies'
stocks have recently been highly volatile and have recorded lows well below
historical highs.

Factors that could cause such volatility in our common stock may include, among
other things:

 -  actual  or  anticipated fluctuations in our quarterly operating results;

 -  announcements of  technological  innovations;

 -  changes  in  financial  estimates  by  securities  analysts;

 -  conditions  or  trends  in our industry;  and

 -  changes  in  the  market  valuations  of  other comparable companies.

In addition, our stock is currently traded on the NASD O-T-C Bulletin Board and
it is uncertain that we will be able to successfully apply for listing on the
AMEX, the NASDAQ National Market, or the Nasdaq SmallCap Market in the
foreseeable future due to the trading price of our common stock, our working
capital and revenue history.  Failure to list our shares on the AMEX, the Nasdaq
National Market, or the Nasdaq SmallCap Market will impair the liquidity of our
common stock.

The Securities and Exchange Commission has adopted regulations which generally
define a "penny stock" to be any security that 1) is priced under five dollars,
2) is not traded on a national stock exchange or on NASDAQ, 3) may be listed in
the "pink sheets" or the NASD OTC Bulletin Board, 4) is issued by a company that
has less than $5 million in net tangible assets and has been in business less
than three years, or by a company that has under $2 million in net tangible
assets and has been in business for at least three years, or by a company that
has revenues of less than $6 million for 3 years.  Penny stocks can be very
risky: penny stocks are low-priced shares of small companies not traded on an
exchange or quoted on NASDAQ.  Prices often are not available.  Investors in
penny stocks are often unable to sell stock back to the dealer that sold them
the stock.  Thus an investor may lose his/her investment.  Our common stock is a
"penny stock" and thus is subject to rules that impose additional sales practice
requirements on broker/dealers who sell such securities to persons other than
established customers and accredited investors, unless the common stock is
listed on The Nasdaq SmallCap Market. Consequently, the "penny stock" rules may
restrict the ability of broker/dealers to sell our securities, and may adversely
affect the ability of holders of our common stock to resell their shares in the
secondary market.

<page>14

SOME OF THE INFORMATION IN THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING
STATEMENTS.

Some of the information in this Quarterly Report contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may", "will", "expect",
"intend", "anticipate", "believe", "estimate" and "continue" or similar words.
You should read statements that contain these words carefully because they:

 -     discuss  our  expectations  about  our  future performance;

 -     contain  projections of our future operating results or of our future
       financial condition; or

 -     state  other  "forward-looking"  information.

We believe it is important to communicate our expectations to our shareholders.
There may be events in the future, however, that we are not able to predict
accurately or over which we have no control.  The risk factors listed in this
section, as well as any cautionary language in this Prospectus, provide examples
of risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward- looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of any of the events described in these risk factors and elsewhere in this
prospectus could have a material and adverse effect on our business, results of
operations and financial condition and that upon the occurrence of any of these
events, the trading price of our common stock could decline and you could lose
all or part of your investment.

ITEM 3.  CONTROLS AND PROCEDURES

Based on an evaluation conducted within 90 days prior to the filing date of this
Quarterly Report on Form 10-QSB, our Chief Executive Officer and acting Chief
Financial Officer concluded that we maintain effective disclosure controls and
procedures that ensure information required to be disclosed in our reports under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Specifically, the disclosure controls and procedures assure that information is
accumulated and communicated to our management, including our Chief Executive
Officer and acting Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.  There have been no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the date of management's evaluation.

<page>15

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Not applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

In the third quarter of 2003, we issued an aggregate of 582,400 shares of our
common stock to  aggregate of 14 investors for aggregate cash consideration of
$87,200.  These issuances were made in reliance of Section 4(2) of the Act and
were made without general solicitation or advertising.  The recipients were
sophisticated investors with access to all relevant information necessary to
evaluate the investments, who represented to us that the shares were being
acquired for investment purposes.

In the third quarter of 2003, we issued an aggregate of 820,000 shares of our
common stock pursuant to a private placement in Germany.  We received aggregate
cash consideration of $223,800.  The issuances were made in reliance on
Regulation S promulgated under the Securities Act of 1934.  All sales were
made outside the United States, and no sales were made to U.S. persons (as
defined under Regulation S).

In the third quarter of 2003, we also issued an aggregate of 51,100 shares of
our common stock to one of our directors in consideration for the forgiveness of
$9,200 of principal on a loan owed to the director receiving the shares.  The
issuance was made in reliance of Section 4(2) of the Act and was made without
general solicitation or advertising.  The recipient was a sophisticated investor
with access to all relevant information necessary to evaluate the investment,
and who represented to us that the shares were being acquired for investment
purposes.

In the third quarter of 2003, we also issued an aggregate of 253,000 shares of
our common stock to consultants in consideration for services provided to us
with a value of $53,130.  The issuance was made in reliance of Section 4(2) of
the Act and was made without general solicitation or advertising.  The recipient
was a sophisticated investor with access to all relevant information necessary
to evaluate the investment, and who represented to us that the shares were being
acquired for investment purposes.

As part of the settlement of a dispute with one of our consultants, in the third
quarter of 2003, we cancelled 50,000 shares of our common stock that were
previously issued to the consultant in exchange for services that were not
provided to our satisfaction.

<page>16

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On September 26, 2003, we held our annual shareholder meeting in San Jose,
California.  There were a total of 24,946,145 shares of voting common stock
present at the meeting by proxy.  The following individuals were elected at the
annual shareholders meeting to serve as members of our Board of Directors until
the election of their respective successors:

    Name        Votes For
-----------------------------
Paul Okimoto    24,829,596
Harry Masuda    24,821,254
George Tsukuda  24,779,259

Shareholders voted 24,746,715 shares in favor of a proposal to approve an
increase in the number of shares of common stock reserved for issuance under our
2001 Stock Option Plan from 1,585,500 to 5,000,000.  A copy of our 2001 Stock
Option Plan was mailed to each shareholder of record prior to the meeting.  A
total of 117,580 shares abstained from voting on this proposal, and 81,850
shares voted against it.

Shareholders voted 24,604,442 shares in favor of a proposal to amend our
Articles of Incorporation to increase the number of authorized shares of capital
stock from 50,000 to 150,000.  A total of 89,100 shares abstained from voting on
this proposal, and 252,603 shares voted against it.

Shareholders voted 24,851,181 shares in favor of a proposal to ratify the
Board's engagement of L.L. Bradford & Company, LLC as our auditors.  A total of
94,964 shares abstained from voting on this proposal, and no shares voted
against it.

<page>17

ITEM 5.  OTHER INFORMATION.

Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.           Title of Exhibit
-------------------------------------------
99.01               Certification of Chief Executive Officer
                    and Acting Chief Financial Officer


SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.


HUMAN BIOSYSTEMS



Date: November 14, 2003

/s/ Harry Masuda
-----------------
Harry Masuda
hief Executive Officer



CERTIFICATION

I, Harry Masuda, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB of Human
BioSystems;

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 this 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 known 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 a date within 90 days prior to the 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 function):

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: November 14 , 2003


/s/ Harry Masuda
------------------
Harry Masuda
Chief Executive Officer and
Acting Chief Financial Officer

<page>17