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 March 31, 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 May 12, 2003, the registrant had outstanding 26,749,788 shares of
common stock, no par value.

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



                                HUMAN BIOSYSTEMS
Table Of Contents                                                  Page
------------------                                               -------
Part I - FinancialInformation

ITEM 1.  FINANCIAL STATEMENTS
    CONDENSED BALANCE SHEET (UNAUDITED) -- as of March 31, 2003          2
    CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
     -- For the Three Months Ended March 31, 2003 and 2002
        and the period from February 26, 1998 (Inception) through
        March 31, 2003                                                   3
    CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
     -- For the Three Months Ended March 31, 2003                        4
    CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
     -- For the Three Months Ended March 31, 2003 and 2002,
        and the period from February 26, 1998 (Inception) through
        March 31, 2003                                                   5
    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)                            6
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       9
ITEM 3.  CONTROLS AND PROCEDURES                                        16
PART II - OTHER INFORMATION                                             16
ITEM 1.  LEGAL PROCEEDINGS                                              16
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                      16
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                16
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            16
ITEM 5.  OTHER INFORMATION                                              17
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                               17
SIGNATURES                                                              17
CERTIFICATION                                                           17
EXHIBITS                                                                18

PART I -- FINANCIAL INFORMATION

        ITEM 1.  FINANCIAL STATEMENTS.





                          Condensed Balance Sheet (Unaudited)





 ASSETS

Current assets
 Cash                                                                 $15,100
 Prepaid expenses and other current assets                             33,100
                                                                    ---------
  Total current assets                                                 48,200

Fixed assets, net                                                       3,000
                                                                    ---------
Total assets                                                          $51,200
                                                                   ==========
 LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
 Accounts payable                                                    $128,400
 Accrued liabilities                                                   26,100
 Stockholder payables                                                 119,800
                                                                    ---------
  Total current liabilities                                           274,300
                                                                    ---------
Total liabilities                                                     274,300

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, 27,495,800 shares issued and
  25,770,300 shares outstanding                                    10,313,300
 Other receivables, net                                              (398,300)
 Accumulated deficit during development stage                     (10,138,100)
                                                                   ----------
  Total stockholders' deficit                                        (223,100)
                                                                   ----------
Total liabilities and stockholders' deficit                           $51,200
                                                                   ==========




                        Condensed Statement Of Operations (Unaudited)

<table>
<caption>

                                            <c>          <c>                <c>


                                                 Three Months Ended              February 26, 1998
                                                       March 31,                (Inception) Through
                                                 2003             2002           March 31, 2003
                                              ----------      ----------            ----------

Revenue                                              $--             $--                   $--

Operating expenses
 General and administrative
  Stock based compensation                        83,000         256,700             3,157,500
  Other general and administrative expen         420,300         297,100             3,936,800
                                              ----------      ----------            ----------
 Total general and administrative                503,300         553,800             7,094,300
 Research and development                         88,800         105,100             1,404,800
 Sales and marketing                              53,900          64,700               483,600
                                              ----------      ----------            ----------
  Total operating expenses                       646,000         723,600             8,982,700
                                              ----------      ----------            ----------

Loss from operations                            (646,000)      (723,600)            (8,982,700)

Other income (expense)
 Loan fees                                            --              --              (750,000)
 Bad debt related to other receivable                 --              --              (104,000)
 Interest income                                      --              --                 2,700
 Interest expense                                   (400)             --              (300,100)
                                              ----------      ----------            ----------
Loss before provision for income taxes          (646,400)      (723,600)           (10,134,100)

Provision for income taxes                            --              --                 4,000
                                              ----------      ----------            ----------
Net loss                                       $(646,400)     $(723,600)          $(10,138,100)
                                              ==========      ==========            ==========
Basic and diluted loss per common share           $(0.03)        $(0.05)                $(1.29)
                                              ==========      ==========            ==========
Basic and diluted weighted average
 common shares outstanding                    24,566,000      14,968,100             7,842,972
                                              ==========      ==========            ==========

</table>



                        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 $24,600), $0.14                2,539,100          336,700             --                --         336,700

Issuance of common stock for services, $0.17          162,500           28,200             --                --          28,200

Stock based compensation related to granting
   of warrant                                              --           54,800             --                --          54,800

Net loss                                                   --               --             --          (646,400)       (646,400)
                                                   ----------       ----------     ----------     -------------      ------------
Balance March 31, 2003                             25,770,300      $10,313,300      $(398,300)     $(10,138,100)      $(223,100)
                                                   ==========       ==========     ==========     =============      ============

</table>




                          Condensed  Statements Of Cash Flows (Unaudited)



<table>
<caption>

                                                            <c>            <c>                     <c>


                                                                Three Months Ended              February 26, 1998
                                                                     March 31,                 (Inception) Through
                                                                  2003        2002              March 31, 2003
                                                                -------     -------            ------------
Cash flows from operating activities:
 Net loss                                                     $(646,400)    $(723,600)         $(10,138,100)
 Adjustments to reconcile net loss to net
  cash used by operating activities:
  Stock based compensation                                       83,000       256,700             3,157,500
  Depreciation                                                      500           500                 6,800
  Deemed interest expense                                            --            --                92,800
  Interest expense paid in common stock                              --            --               117,300
  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                      6,300       (10,600)              (33,100)
  Change in accounts payable                                     49,100         8,300               153,100
  Change in accrued liabilities                                   4,000        67,600                68,400

  Change in stockholder payables                                 37,200      (168,000)              363,100
                                                              ---------    ----------           -----------
   Net cash used by operating activities                       (466,300)     (569,100)           (5,333,400)

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                         336,700       376,600             5,224,100
 Proceeds from borrowing on notes payable                            --            --               323,100
 Principal payments on notes payable                                 --            --               (97,400)
 Principal payments on stock subject to resc                         --            --               (41,500)
 Change in other receivables                                         --            --               (50,000)
                                                              ---------    ----------           -----------
   Net cash provided by financing activities                    336,700       376,600             5,358,300
                                                              ---------    ----------           -----------
Net increase (decrease) in cash                                (129,600)     (192,500)               15,100

Cash, beginning of period                                       144,700       331,700                    --
                                                              ---------    ----------           -----------
Cash, end of period                                             $15,100      $139,200               $15,100
                                                              =========    ==========           ===========
Supplemental disclosure of cash flow information:
 Cash paid for income taxes                                         $--           $--                $4,000
                                                              =========    ==========           ===========
 Cash paid for interest                                             $--           $--               $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
                                                              =========    ==========           ===========
</table>



                                HUMAN BIOSYSTEMS
                         (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)

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 Human BioSystems.  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 March 31, 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.

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:

                                                     Three months ended
                                                          March 31,
                                                    2003              2002
                                                  -------           --------
Net loss, as reported                        $   (646,400)      $   (723,600)
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                        (6,600)           (97,500)
Pro forma net loss                           $   (653,000)      $   (785,500)

Net loss per common share
 Basic and diluted loss, as reported         $      (0.03)      $      (0.05)
 Basic and diluted loss, pro forma           $      (0.03)      $      (0.05)

2.      STOCK-BASED EMPLOYEE COMPENSATION (continued)

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 March 31, 2003:

Promissory note payable to stockholder and director of
the Company, unsecured, bearing interest at 10% per
annum, due on demand                                    $       20,000

Wages payable to stockholder employees                          24,100

Accrued vacation for stockholder employees                      75,700
                                                            ------------
       Total                                            $      119,800

As discussed in Note 5, in April 2003, the Company issued 74,200 shares of
common stock in satisfaction of $10,000  in principal of the promissory note and
$4,800 in interest.

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 $646,400 for the
three months ended March 31, 2003.  The Company is in the sixth year of research
and development, with an accumulated loss during the development stage of
$10,138,100.  As of March 31, 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.

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 April 2003, the Company issued 74,200 shares of common stock to a
stockholder and director of the Company in satisfaction of $10,000 in principal
of a promissory note and $4,800 in interest.

During April 2003, the Company issued 249,800 shares of common stock for $35,200
in cash.

During May 2003, the Company issued 666,700 shares of common stock for $100,000
in cash.  The Company also granted a warrant to purchase 50,000 shares of common
stock in connection with this sale of stock.  The warrants have a strike price
of $0.15 per share and expire in February 2005.



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

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND 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

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 regulatory approval process requirements before
any revenue is possible.

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.

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 in the first half of
2003; however pre-human infusion tests are continuing in the United States, as
certain changes to our solution were required before commencing human infusion.
These changes include the need to sterilize our preservation solution using
approved methods acceptable for infusion, and the removal of suspended
particulants from our preservation solution.  The sterilization issue has been
resolved.  Recently, 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.  Tests have resumed on
this "clarified" solution.  We have also performed very limited tests using
substitute solutions that are clear; however, it appears that certain test
markers show less favorable results than the results achieved at our facility in
Russia. Further recent development of a new solution 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. We are currently working on the correlation
of results between our Russian and United States research facilities. We believe
that the issues remaining prior to human infusion will be resolved by the end of
the second quarter of 2003.  Additional pre-infusion studies in the United
States show that we have successfully stored blood platelets for 5 days while
maintaining cell structure under refrigeration.We are preparing for human
infusion tests in the United States to take place in the second half of 2003. We
will continue efforts on the generation of pre-clinical and clinical data in the
months ahead.

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.  We are currently testing to preserve organs for progressively
longer periods of time using this solution.  In preliminary tests, we have been
able to preserve a rat's kidney for 48 hours at negative 20 degrees Centigrade.
Our goal is to extend the kidney shelf life from up to 72 to up to 96 hours.  We
believe that the extended shelf life should enable better matching of donor
kidneys to recipients.

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 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.

We also plan to relocate our research and development facility from its current
location in Russia to a more suitable location in that country to accommodate
more equipment and personnel, and intend to establish a central administrative
facility in the U.S. within the next six to nine months.

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.

Results of Operations

                   THREE MONTHS ENDED MARCH 31, 2003 COMPARED
                     WITH THREE MONTHS ENDED MARCH 31, 2002

Revenues.  We did not generate any revenue in the three months ended March 31,
2003 or the three months ended March 31, 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.   General and administrative expenses in
the three months ended March 31, 2003 were $503,300, a decrease from $553,800
for the three months ended March 31, 2002.  This decrease was primarily due to a
substantial decline in our use of stock based compensation, which equaled
$83,000 during the three months ended March 31, 2003 compared to $256,700 in the
comparable period in 2002.  This decrease was offset in part by increases in
personnel and salaries.  In the past, most of our staff worked for under market
rate compensation or had to accrue pay for extended periods of time when
financing was not available.  As we have received funding, we have raised
salaries to what we believe to be levels close to competitive salaries in the
industry.

Research and Development.  Our research and development expenses were $88,800
for the three months ended March 31, 2003, a decrease from $105,100 for the
comparable period in 2002.  This decrease was primarily due to a reduction in
the number of experiments which we conducted during the first quarter of 2003
compared to the first quarter of 2002.

Sales and Marketing Expenses.  Our sales and marketing expenses for the three
months ended March 31, 2003 equaled $53,900, a decrease from $64,700 for the
comparable period in 2002.  This decrease was due to reduced spending on public
relations and promotional activities.

Interest Income and Expense.  We incurred interest expense of $400 during the
three months ended March 31, 2003, as compared to no interest expense in the
same period in 2002.  The increase in the first quarter of 2003 was due
primarily to interest on a promissory note payable to one of our directors and
stockholders.  We had no interest income in the three-month periods ended March
31, 2003 and 2002.

Net Loss.  As a result of the foregoing factors, our net loss decreased to
$646,400 for the three months ended March 31, 2003, from a net loss of $723,600
for the three months ended March 31, 2002.  Our net loss per share decreased to
$0.03 for the three months ended March 31, 2003, from $0.05 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 required
to support this plan for the next twelve months.  During the three months ended
March 31, 2003, we received an aggregate of $336,700 and an additional $100,000
through May 10, 2003, and we are actively seeking additional funding.  There can
be no assurance that such 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.

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 two or three years. 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 $10,138,100.  As of March 31, 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.

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.

We are in the sixth year of research and development, with an accumulated loss
during the development stage of $10,138,100.  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 common
stock, 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 three months ended
March 31, 2003, we received an aggregate of $336,700 and an additional $100,000
through May 10, 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.

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 stockholders will be reduced, stockholders 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.  As of March 2003,
there has been no further action or progress made in the resolution of these
matters, except that we have filed motions to proceed with the civil case and to
change the venue for these proceedings from New York to Northern California.

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.

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 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.

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.

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.

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 stockholders.
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

Within 90 days prior to the date of this report, management concluded its
evaluation of the effectiveness of our disclosure controls and procedures. As of
that date, 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.

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

        Not applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.


In the first quarter of 2003, we issued an aggregate of 1,596,509 shares of our
common stock to five individuals (including one of our directors) and an
investment entity, for aggregate cash consideration of $235,000.  The issuance
was made in reliance of Section 4(2) of the Act and was made without general
solicitation or advertising.  The recipients were sophisticated investors with
access to all relevant information necessary to evaluate the investments, and
who represented to us that the shares were being acquired for investment
purposes.

In the first quarter of 2003, we issued an aggregate of 135,822 shares of our
common stock to two individuals and a consulting firm in consideration of
services provided.  We determined that such services had an aggregate fair
market value of $14,050.  The issuances were made in reliance on 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, and who represented to us that the shares
were being acquired for investment purposes



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

        Not applicable.

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

        Not applicable.

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: May 15, 2003              /s/ Harry Masuda
                                ----------------------------
                                    Harry Masuda
                                    Chief 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: May 15, 2003


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


   Exhibit 99.01

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER

I,Harry Masuda, Chief Executive Officer and Acting Chief Financial
Officer of Human BioSystems. (the "Registrant"), do hereby certify in
accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

   (1)  the Quarterly Report on Form 10-QSB of the Registrant, to which
        this certification is attached as an exhibit (the "Report"), fully
        complies with the requirements of section 13(a) of the Securities
        Exchange Act

        of

        1934 (15 U.S.C. 78m); and

        (2)  the information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Registrant.


Dated: May 15, 2003


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