UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1

                            FOR ANNUAL AND TRANSITION
                        REPORTS PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2005

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________


                         COMMISSION FILE NUMBER 0-24050
                                HEMOBIOTECH, INC.
             (Exact name of Registrant as Specified in Its Charter)


                   DELAWARE                                   33-0995817
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

        14221 DALLAS PARKWAY SUITE 1400
                 DALLAS, TEXAS                                   75254
   (Address of principal executive offices)                   (Zip Code)

       (Registrant's telephone number, including area code: (214) 540-8411


    SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: NONE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE


Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer: (1) has 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.
[X] Yes [ ] No

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

The issuer's revenues for the fiscal year ended December 31, 2005, were $0.

As of April 25, 2006, 14,014,692 shares of the Registrant's common stock, par
value $.001 per share, were outstanding.

On that date, the aggregate market value of voting stock (based upon the closing
price of the Registrant's common stock on April 25, 2006) held by non-affiliates
of the Registrant was approximately $7,942,000 (approximately 3,610,000 shares
at $2.20 per share).


<PAGE>

                                INTRODUCTORY NOTE

         HemoBioTech, Inc. (the "Company") is filing this Amendment No. 1 to its
Annual Report on Form 10-KSB pursuant to general instruction E(3) to Form 10-KSB
for the sole purpose of filing information  required to be disclosed pursuant to
Part III of Form 10-KSB for the Company's fiscal year ended December 31, 2005.

                                    PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL  PERSONS OF THE
REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

EXECUTIVE OFFICERS

         The following table shows the positions held by our executive officers,
and their ages, as of April 20, 2006.

--------------------------------------------------------------------------------
NAME                                  AGE     POSITION
--------------------------------------------------------------------------------
Arthur P. Bollon, Ph.D.               63      Chairman of the Board of
                                              Directors, President and Chief
                                              Executive Officer

Mark J. Rosenblum, CPA                52      Chief Financial Officer and
                                              Secretary

Mario Feola, M.D.                     79      Chief Medical Officer

Jan Simoni, PhD., DVM                 55      Acting Vice President and
                                              Principal Investigator of Research
                                              and Development and Advisor

         ARTHUR P. BOLLON has served on a full-time basis as our Chairman of the
Board,  President and Chief Executive  Officer since April 8, 2003. In 2003, Dr.
Bollon co-founded Biogress, LLC, a biotechnology service company, and co-founded
Quantum Biotech Inc., a post genomics biotechnology company. In 1991, Dr. Bollon
was  a  founder  of   Cytoclonal   Pharmaceutics,   Inc.,   a  publicly   traded
biopharmaceutical company, and served as Chairman, President and Chief Executive
between 1991 and 2002.  Cytoclonal  Pharmaceutics  completed  an initial  public
offering  in 1995.  In 1987,  Dr.  Bollon  was a founder  of Wadley  Biosciences
Inc./Lymphokine Partners, a partnership between Wadley Cancer Center and Philips
Petroleum.  Between 1987 and 1990, Dr. Bollon was Chairman and CEO of the Wadley
Biosciences  Inc.  Between 1979 and 1987,  Dr.  Bollon served as Chairman of the
Department  of Molecular  Genetics and  Director of Genetic  Engineering  at the
Wadley Cancer  Center.  Between 1972 and 1979, Dr. Bollon served as an Assistant
Professor  at the  University  of Texas  Health  Science  Center in  Dallas.  He
received his Ph.D. in Molecular  Genetics from Rutgers University and was a Post
Doctorate Fellow at Yale University.

         MARK J. ROSENBLUM joined the Company as our Chief Financial  Officer on
April 1, 2005 and became Secretary on April 6, 2005.  Between 1996 and 2003, Mr.
Rosenblum was the Chief  Accounting  Officer,  Vice  President and Controller at
Wellman,  Inc., a public  chemical  manufacturer.  Between 1990 and 1996, he was
Vice  President  and  Controller  of  Wellman,  and between  1985 and 1990,  Mr.
Rosenblum was Corporate  Controller of Wellman.  Before joining Wellman in 1985,
Mr.  Rosenblum  served as Plant Controller for Celanese Corp., a public chemical
manufacturer.  He was  previously  a staff  accountant  at  Haskins & Sells (now
Deloitte & Touche) between 1977 and 1980. Mr. Rosenblum  received his Masters of
Accountancy  and his B.S.  degree in  Accounting  from the  University  of South
Carolina. Mr. Rosenblum is a certified public accountant.

         MARIO FEOLA has been our full-time Chief Medical Officer since November
1, 2004.  From December 14, 2003 through  October 31, 2004,  Dr. Feola served as
our Chief Medical Officer on a part-time basis. Between 1994 and 2004, Dr. Feola
served as the Chief of Surgery at the  Veteran's  Affairs  Hospital in Amarillo,
Texas and since 1977,  Dr.  Feola has served as a Professor  of Surgery at Texas
Tech. Dr. Feola has authored or co-authored more than 100 papers,  book chapters
and research abstracts. Dr. Feola continues to be a speaker at many national and
international  blood  substitute   conferences  and  is  a  member  of  numerous
scientific and professional organizations.  He received his M.D. degree from the
University of Naples, Italy.

         JAN  SIMONI  has  served as our Acting  Vice  President  and  Principal
Investigator of Research and Development  since November 2002. On July 13, 2005,
the Company  entered into an advisory  agreement Dr. Simoni to receive  advisory
services  on  technical,  medical  and market  issues  related  to  HemoBioTech,
including its second generation blood substitute,


                                       2
<PAGE>

HemoTech (TM). Since 1993,  Dr.  Simoni has also served as the Blood  Substitute
Group Leader and an Associate Professor of Research in the Department of Surgery
at Texas Tech, where Dr. Simoni co-invented HemoTech. Between 1990 and 2002, Dr.
Simoni served as an Assistant Professor of Research in the Department of Surgery
at Texas Tech.  Between 1985 and 1990,  Dr. Simoni was a Medical  Researcher and
Research Instructor in the Department of Surgery at Texas Tech. Previously,  Dr.
Simoni served as a Research  Scientist and Senior  Lecturer in the Department of
Pathophysiology  at the  Agricultural  University of Wroclaw.  Dr. Simoni is the
author or  co-author  of more than 100 papers,  book  chapters,  monographs  and
scientific  abstracts.  Dr.  Simoni is a member of a number  of  scientific  and
professional  organizations,  including the National Research Honor Society, the
American Society for Artificial  Internal Organs, and the International  Society
for Artificial Cells,  Blood Substitutes and Immobilization  Biotechnology.  Dr.
Simoni  received  his Ph.D.  from the  Agricultural  University  of  Wroclaw  in
Wroclaw,  Poland. Dr. Simoni is compensated directly by Texas Tech in accordance
with the terms of our sponsored  research  agreement  with Texas Tech, for which
the Company  reimburses  Texas Tech.  See "Executive  Compensation"  below for a
discussion of our sponsored research agreement with Texas Tech.

         There are no family  relationships  among our  executive  officers  and
directors.  No executive officer has been a general partner or executive officer
of any  business  which  has filed a  bankruptcy  petition  or had a  bankruptcy
petition filed against it. No executive officer has been convicted of a criminal
offense or is the subject of a pending criminal proceeding. No executive officer
has been the subject of any order,  judgment, or decree of any court permanently
or  temporarily  enjoining,   barring,  suspending  or  otherwise  limiting  his
involvement  in any type of  business,  securities  or  banking  activities.  No
executive  officer has been found by a court to have violated a federal or state
securities or commodities law.

CONSULTANTS AND ADVISORS

         The Company  utilizes  various  consultants  and advisors for research,
development  and  testing  of  its  technologies   and  products.   The  Company
periodically  confers with such consultants and advisors as necessary to discuss
research,  development  and testing  strategies and specific  details of certain
projects.  Certain of the listed  consultants  and  advisors  have  entered into
agreements   specifying  the  terms  and  scope  of  their  individual  advisory
relationship with the Company.  The Company does not believe that termination of
any individual  consulting or advisory  agreement  would  materially  affect its
business.  None of the  consultants or advisors are employed by the Company and,
therefore,  may have  commitments to, or consulting or advisory  contracts with,
other  entities  which may compete with their  obligations  to the Company.  The
Company's consultants and advisors are as follows:

         FREDERICK FRANK, BUSINESS ADVISORY DIRECTOR.  Mr. Frank has served as a
member of our Business  Advisory Board since November 14, 2003.  Since 1969, Mr.
Frank has also served as the Vice Chairman of Lehman Brothers. Before such time,
Mr. Frank was Vice  President and Director of Smith,  Barney & Co. Mr. Frank has
served as a member  of the Board of  Directors  of each of  Diagnostic  Products
Corp., a public company that develops, manufactures and markets immunodiagnostic
systems and  immunochemistry  kits,  Pharmaceutical  Product Development Inc., a
public  company  that  provides  drug  discovery  and  development  services  to
pharmaceutical and biotechnology  companies,  and Landec Corp., a public company
that  designs,  develops and sells  polymer  products for food and  agricultural
applications.  Mr. Frank has also served on Pharmaceutical Product Development's
nominating and audit  committees  within the last five years.  He is a certified
public accountant and received his M.B.A. from Stanford University.

         LT. GENERAL RONALD R. BLANCK,  D.O., (U.S. ARMY,  RETIRED),  SCIENTIFIC
ADVISOR.  Dr. Blanck has served as one of our Scientific Advisors since November
4, 2003. Since 2000, Dr. Blanck has served as the President of the University of
North Texas Health  Science  Center at Fort Worth.  Between  1968 and 2000,  Dr.
Blanck  served as the U.S.  Army Surgeon  General.  Dr.  Blanck also serves as a
member of the Board of  Directors  of  Carrington  Laboratories,  Inc., a public
researchbased biopharmaceutical, medical device, raw materials and nutraceutical
company  that is engaged in the  development,  manufacturing  and  marketing  of
naturally-derived  complex  carbohydrates and other natural product therapeutics
for the treatment of major illnesses,  the dressing and management of wounds and
nutritional  supplements.  Dr. Blanck's  military  honors include  Distinguished
Service Medals,  the Defense  Superior  Service Medal,  the Legion of Merit, the
Bronze Star and Meritorious Service and Army Commendation  Medals. Dr. Blanck is
a graduate of the Philadelphia College of Osteopathic Medicine.

         G. TOM SHIRES, M.D., FACS, SCIENTIFIC ADVISOR. Dr. Shires has served as
one of our Scientific  Advisors since December 2003.  Since 1997, Dr. Shires has
served as Professor of Surgery at the  University  of Nevada School of Medicine.
Between  1991 and 1997,  Dr.  Shires  was  Chairman  of  Surgery  at Texas  Tech
University Health Sciences Center.  Between 1975 and 1991, he served as Chairman
of Surgery at Cornell University Medical College and was previously  Chairman of
Surgery at the University of Washington School of Medicine from 1974 to 1975 and
Chairman of Surgery at


                                       3
<PAGE>

University of Texas  Southwestern  Medical  School from 1960 to 1974. Dr. Shires
received his M.D. from the University of Texas Southwestern Medical School.

         LAWRENCE HELSON, M.D., FAAP,  SCIENTIFIC ADVISOR. Dr. Helson has served
as one of our Scientific Advisors since October 2004. Since 2001, Dr. Helson has
been a Vice President Clinical Affairs and Bioresearch for Napro Biotherapeutics
Inc. Since 2003, Dr. Helson has been a consultant with Meyers  Associates.  From
1974 to 1986,  Dr.  Helson was an Associate  Professor of  Pediatrics at Cornell
University  Medical  School.  From 1972 to 1984,  Dr.  Helson  was an  Assistant
Member,  and from 1984 to 1986 an Associate  Member, of Memorial Sloan Kettering
Cancer Center. Dr. Helson received his M.D. degree from the University of Geneva
School of Medicine.

AUDIT COMMITTEE FINANCIAL EXPERT

         During 2005, the Audit Committee  consisted of Robert Comer (Chairman),
Bernhard Mittemeyer,  Robert Baron and Walter Haeussler.  It is anticipated that
effective May 4, 2006, the Audit Committee will consist of Bernhard  Mittemeyer,
Robert Comer (Chairman),  Robert Baron and Walter Haeussler. The Audit Committee
has adopted a formal  written  charter,  which will be filed with the  Company's
proxy statement for its next annual meeting. Each of Messrs.  Comer,  Mittemeyer
and Haeussler is  "independent"  under Rule  10A-3(b)(1)(ii)  under the Exchange
Act,  and  Messrs.   Mittemeyer  and  Haeussler  are  "independent"  under  Rule
4200(a)(15) of the National Association of Securities Dealers, Inc. ("NASD"). In
addition,  the Board of Directors has determined  that Mr. Comer qualifies as an
"audit committee financial expert" within the meaning of the SEC rules.

         Rule  4200(a)(15)(A)  of the NASD provides that a director shall not be
considered  independent under such rule if he was employed by the Company at any
time  during  the  past  three  years.  In  determining  that  Mr.  Comer is not
independent  under such rule, the Board considered the fact that on November 18,
2004,  the Company  entered into a consulting  agreement  with Mr. Comer,  under
which Mr. Comer agreed to provide financial  consulting  services to the Company
at the rate of $90 per hour. On December 13, 2004,  the Company  entered into an
amended  agreement with Mr. Comer,  under which Mr. Comer agreed to serve as the
Company's  Acting Chief Financial  Officer at a rate of $60 per hour.  Effective
January 1, 2005,  the Company  entered  into an  employment  agreement  with Mr.
Comer,  under which Mr. Comer agreed to become an employee of the Company and to
continue to serve as the Company's full-time Acting Chief Financial Officer at a
rate of $60 per  hour.  Effective  April 1,  2005,  the  date on  which  Mark J.
Rosenblum joined the Company as Chief Financial Officer,  Mr. Comer's employment
with as the Company's Acting Chief Financial Officer was mutually terminated. On
April 6, 2005,  Mr. Comer joined the Board of Directors  and became the Chairman
of the Audit Committee.  Accordingly, due to Mr. Comer's prior employment by the
Company  during the past three years,  he is not  considered  independent  under
applicable NASD rules.

         Mr. Comer  presently  does not  receive,  directly or  indirectly,  any
consulting,  advisory or other  compensatory  fees from the Company,  other than
regular benefits that all other non-management directors of the Company receive,
and he is not an affiliate of the Company.  Accordingly, Mr. Comer is considered
independent  under Rule  10A-3(b)(1)(ii)  under the  Exchange  Act. The Board of
Directors  determined  that Mr. Comer's  membership on the Audit Committee is in
the best  interests  of the  Company  and its  stockholders  because  the  Board
believes  that the Audit  Committee  should  have at least  one audit  committee
financial  expert  (within  the  meaning of the SEC rules) as a member,  and Mr.
Comer is  presently  the  only  member  of the  Board of  Directors  with  prior
education and experience as a public accountant, auditor and principal financial
officer sufficient to qualify him as such.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires our  executive  officers and
directors  and the  holders  of  greater  than 10% of our  common  stock to file
initial  reports of ownership and reports of changes in ownership  with the SEC.
Executive  officers and directors are required by SEC  regulations to furnish us
with copies of these  reports.  Based  solely on a review of the copies of these
reports  furnished  to  us  and  written  representations  from  such  executive
officers,  directors and stockholders with respect to the period from January 1,
2005 through  December 31, 2005, we are not aware of any required  Section 16(a)
reports that were not filed on a timely basis,  with the  exception  that Messrs
Comer,  Baron,  Haeussler,  and Nino and Dr.  Mittemeyer each filed late reports
with respect to stock option  awards  granted on September 30, 2005 and December
31, 2005.  These  transactions  were  reported on Form 5's filed on February 14,
2006, with the exception of Mr. Haeussler's Form 5, which was filed on March 31,
2006.  Drs. Feola and Simoni filed a late report on Form 3 with respect to stock
option  awards.  These  reports  were filed on January 30, 2006 and February 10,
2006, respectively.

                                       4
<PAGE>

CODE OF BUSINESS CONDUCT AND ETHICS AND GUIDELINES ON GOVERNANCE ISSUES

         It is anticipated  that our Board will adopt a Code of Business Conduct
and Ethics ("Code") applicable to all officers, directors and employees. We plan
to have the Code in place by our annual  meeting  on June 9,  2006,  and we will
include the Code in our upcoming Proxy Statement for such annual meeting.


ITEM 10.  EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

         The following  table sets forth  certain  summary  information  for the
years indicated with respect to the compensation  awarded to, earned by, or paid
to our  Chief  Executive  Officer  and  each  of the  three  other  most  highly
compensated  executive  officers of  HemoBioTech  whose total annual  salary and
bonus exceeded $100,000.  We refer to these executive officers in this report as
the "Named Executive Officers."

<TABLE>
<CAPTION>
                                                                                              LONG-TERM
                                                            ANNUAL COMPENSATION              COMPENSATION
                                               -------------------------------------------   ------------
                                                                              OTHER ANNUAL    SECURITIES     ALL OTHER
                                                                              COMPENSATION    UNDERLYING   COMPENSATION
NAME AND PRINCIPAL POSITION                    YEAR  SALARY($)       BONUS($)      ($)         OPTIONS(#)       ($)
-----------------------------------------      ----  ---------       -------- ------------   ------------  ------------
<S>                                            <C>   <C>             <C>            <C>            <C>           <C>
ARTHUR P. BOLLON, PH.D.                        2005  $154,038        $37,300        $0             0             -
   CHAIRMAN OF THE BOARD, PRESIDENT AND        2004  $30,577(1)(2)      -           $0             0             -
     CHIEF EXECUTIVE OFFICER                   2003  $198,750(1)        -           $0          651,668          -

MARK J. ROSENBLUM, CPA                         2005  $92,884         $22,500        $0          75,000           -
CHIEF FINANCIAL OFFICER AND SECRETARY          2004  $0                 -           $0             0             -
                                               2003  $0                 -           $0             0             -

MARIO FEOLA, M.D.                              2005  $60,000            -           $0             0             -
   CHIEF MEDICAL OFFICER                       2004  $0                 -           $0             0             -
                                               2003  $0                 -           $0          271,528          -

JAN SIMONI, PH.D., DVM                         2005  $53,000(3)         -           $0          271,528          -
   ACTING VICE PRESIDENT AND                         $0                 -           $0             0             -
     PRINCIPAL INVESTIGATOR OF RESEARCH AND    2004
     DEVELOPMENT AND ADVISOR                   2003  $0                 -           $0             0             -
</TABLE>

-------------

(1)  To facilitate the Company's $4.5 million private placement in October 2004,
     Dr. Bollon agreed to forego salary of $198,750,  which accrued in 2003, and
     $230,000, which accrued in 2004.

(2)  This amount  represents the salary received by Dr. Bollon  commencing as of
     the  consummation  of  the  Company's   October  2004  private   placement,
     reflecting  his adjusted  annual base salary of  $150,000,  which went into
     effect  as of  the  consummation  of the  Company's  October  2004  private
     placement.

(3)  Dr.  Simoni is not  employed by the  Company,  but is employed  directly by
     Texas Tech University.  Under our sponsored  research  agreement with Texas
     Tech  University,  dated July 18, 2002, Texas Tech has agreed to permit Dr.
     Simoni to  continue  working  on  researching,  developing,  producing  and
     testing our HemoTech (TM) product on our behalf, and we agreed to reimburse
     Texas Tech the percentage of Dr.  Simoni's total salary (and related fringe
     costs) used for operational and overhead costs associated with researching,
     developing, producing and commercializing HemoTech (TM).

STOCK OPTION GRANTS AND EXERCISES

         The Company may grant options to its executive  officers under the 2003
Stock  Option/Stock  Issuance  Plan (the  "2003  Plan").  As of April 20,  2006,
options to purchase a total of 1,515,000 shares were outstanding  under the 2003
Plan and options to purchase  55,753 shares  remained  available for grant under
the 2003 Plan.  Generally,  the exercise price per


                                       5
<PAGE>

share for the options granted under the 2003 Plan will not be less than the fair
market value of the stock on the date of grant. (See also 2005 Aggregated Option
Exercises and Fiscal Year End Option Values).

         Our Compensation  Committee  administers the 2003 Plan.  Subject to the
terms of the 2003 Plan, the  Compensation  Committee  determines the recipients,
the number and type of stock options to be granted,  the exercise  price and the
terms and conditions of the stock options.

OPTION GRANTS DURING THE LAST FISCAL YEAR

         The following table shows information regarding grants of stock options
to our Named Executive  Officers during the fiscal year ended December 31, 2005.
We have never granted any stock appreciation rights.

<TABLE>
<CAPTION>
                                                                     INDIVIDUAL GRANTS
                                          ----------------------------------------------------------------------
                                               NUMBER OF           PERCENT OF
                                              SECURITIES         TOTAL OPTIONS       EXERCISE
                                              UNDERLYING           GRANTED TO         PRICE
                                            OPTIONS GRANTED        EMPLOYEES        PER SHARE      EXPIRATION
NAME                                              (#)                (%)(1)            ($)            DATE
-------------------------------------       ---------------      -------------      ----------     ----------
<S>                                         <C>                    <C>               <C>           <C>
Arthur P. Bollon, Ph.D.
Mark J. Rosenblum, CPA (2)                   75,000                21%               $0.85         04/01/2015
Mario Feola, M.D.                                                                    $0.18         12/15/2013
Jan Simoni, Ph.D., DVM (3)                  271,528                77%               $0.18         07/13/2015
</TABLE>

--------------

(1)  Based on an aggregate of 354,028  shares of common stock subject to options
     granted to  HemoBioTech  employees in 2005,  including the Named  Executive
     Officers, but excluding non-employee director grants.

(2)  Mr.  Rosenblum's  options were equal to the fair market value of our common
     stock on the date of grant  and will  vest 25% upon the  completion  of one
     year of service. The remaining shares will vest in equal monthly increments
     of  1,563  options  on the  completion  of each  month  of  service  by Mr.
     Rosenblum. The options will expire on April 1, 2015.

(3)  On July 13, 2005, the Company  entered into an advisory  agreement with Dr.
     Simoni to receive advisory services on technical, medical and market issues
     related to HemoBioTech,  including its second  generation blood substitute,
     HemoTech (TM) in exchange for 271,528  stock options. The fair value of the
     Company's stock at date of grant was $.85 per share.  Dr. Simoni's  options
     were granted at the exercise  price of .18 per share which was not equal to
     the  fair  market  value  on the date of  grant.  One half of Dr.  Simoni's
     options were  immediately  exercisable on the date of grant, 25% on the one
     year anniversary and the remainder will vest in monthly increments of 2,828
     on the  completion  of each month of service by Dr.  Simoni.  Dr.  Simoni's
     options will expire on July 13, 2015.

2005 AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES

         The following  table provides  information on options held by our Named
Executive  Officers  through  December 31, 2005,  and the value of each of their
unexercised  options at December 31, 2005. None of our Named Executive  Officers
exercised any stock options during 2005.

<TABLE>
<CAPTION>
                                         NUMBER OF SECURITIES                VALUE OF UNEXERCISED
                                        UNDERLYING UNEXERCISED               IN-THE-MONEY OPTIONS
                                     OPTIONS AT DECEMBER 31, 2005           AT DECEMBER 31, 2005(1)
                                   --------------------------------      -----------------------------
NAME                               EXERCISABLE        UNEXERCISABLE      EXERCISABLE     UNEXERCISABLE
--------------------------------   -----------        -------------      -----------     -------------
<S>                                   <C>                 <C>             <C>              <C>
Arthur P. Bollon, Ph.D.               561,134             90,534          $1,094,211       $176,541
Mark J. Rosenblum,CPA                  21,876             53,124             $28,439        $69,061
Mario Feola, M.D.                     220,609             50,919            $434,600       $100,310
Jan Simoni, Ph.D., DVM                135,764            135,764            $267,455       $267,455
</TABLE>

----------

(1)  Based on the closing sale price of our common stock on December 31, 2005 of
     $2.15, as quoted on the OTC Bulletin Board, less the option exercise price.

                                       6
<PAGE>

OTHER BENEFITS

         We offer medical  insurance for all of our  employees.  The cost to the
Company for providing  these benefits in 2005 for our Named  Executive  Officers
was approximately $29,400.

         The Company does not presently  sponsor a defined  contribution  401(k)
savings plan for its  employees  and does not maintain any other  retirement  or
pension plan for its employees.

CHANGE IN CONTROL ARRANGEMENTS

         Our 2003 Plan  provides  that each grant may  provide  for the  earlier
exercise  of an option  right in the event of a  "Change-in-Control"  or similar
event.   For   this   purpose,    a    "Change-in-Control"    includes   (1)   a
stockholder-approved  merger,  consolidation  or other  reorganization  in which
securities  representing more than 50% of the total combined voting power of the
Company's outstanding securities are beneficially owned, directly or indirectly,
by a person or persons  different  from the person or persons  who  beneficially
owned  those  securities   immediately   prior  to  such   transaction;   (2)  a
stockholder-approved sale, transfer or other disposition of all or substantially
all of the Company's assets; or (3) the acquisition,  directly or indirectly, by
any person or related group of persons  (other than the Company or a person that
directly or indirectly  controls,  is controlled  by, or is under common control
with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities  possessing  more than 50% of the total combined
voting power of the Company's  outstanding  securities  from a person or persons
other than the Company. Following specified Change-in-Control  transactions, the
vesting  and  exercisability  of  specified  equity  awards  generally  will  be
accelerated  only if the awardee's  award  agreement so specifies.  The standard
form of stock  option  agreement  provides for the option to become fully vested
and exercisable  immediately prior to the effective date of a Change-in-Control;
provided that the option will not become  exercisable on an accelerated basis if
and to the extent: (i) the option is to be assumed by the successor  corporation
(or parent  thereof) or is  otherwise  to be  continued in full force and effect
pursuant to the terms of the Change-in-Control transaction or (ii) the option is
to be replaced with a cash incentive program of the successor  corporation which
preserves the spread  existing on the option shares covered by the option at the
time of the  Change-in-Control  and provides for the  subsequent  payout of that
spread no later than the time the option  shares  would  have  otherwise  become
exercisable.

         Our employment  agreements  with our Named Executive  Officers  contain
provisions  triggered by a change in control.  See  "Employment  Agreements  and
Other Arrangements" below.

EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS

         EMPLOYMENT  AGREEMENT  WITH ARTHUR P.  BOLLON.  On October 6, 2003,  we
entered into an amended  employment  agreement with Dr. Bollon,  under which Dr.
Bollon  agreed  to serve as our  Chairman  of the  Board,  President  and  Chief
Executive  Officer for an initial term of three years,  automatically  renewable
for one-year periods unless otherwise  terminated by either party on at least 90
days' prior written notice.  In exchange for his services,  we agreed to pay Dr.
Bollon an annual base salary of $265,000 plus annual  cost-of-living  increases,
retroactive to April 8, 2003 the date of the original agreement. In addition, we
agreed to provide Dr. Bollon with customary  benefits,  such as health benefits.
The parties  agreed that payment of Dr.  Bollon's base salary and benefits would
be deferred  until such time as the Company  raised at least $4.0  million.  Dr.
Bollon agreed, under the terms of a deferred compensation forbearance agreement,
dated as of July 15,  2004,  to forgive all deferred  compensation  and benefits
accrued and owing as of October 13, 2004, the date of the closing of the minimum
offering of our private  placement  financing.  In addition to Dr. Bollon's base
salary and  benefits  package,  we granted to Dr.  Bollon an option to  purchase
651,668  shares  of our  common  stock at an  exercise  price of $.20,  of which
543,034 options have vested as of April 20, 2006, and the balance of which vests
in equal monthly  installments of 9,050 options on the last day of each calendar
month of service completed by Dr. Bollon.

         Under  the  terms of a  letter  agreement,  dated as of July 15,  2004,
between the Company and Dr.  Bollon,  Dr.  Bollon agreed to continue to serve as
our full-time  Chairman of the Board,  Chief Executive  Officer and President in
accordance with his employment  agreement,  which was further amended to provide
that we will pay Dr.  Bollon a base  salary at the rate of  $120,000  per annum,
which  was  deferred  on  October  13,  2004 and paid to Dr.  Bollon  out of the
proceeds of our private placement in October 2004.  Commencing as of October 13,
2004 and  through  such time as we  complete  a  subsequent  financing  of $10.0
million (if ever),  Dr.  Bollon has agreed to continue to serve as our full-time
Chairman of the Board,  President and Chief Executive Officer in exchange for an
adjusted base salary equal to $150,000 per annum, payable in accordance with his
employment agreement.

                                       7
<PAGE>

         Under a Letter  Agreement dated January 3, 2005 between the Company and
Dr. Bollon,  we extended the term of his employment to October 6, 2007. Under an
amendment to Dr. Bollon's employment  agreement,  dated April 6, 2005, we agreed
that,  effective as of the first  business day of the first month  following our
consummation  of equity and bank  financings  having gross  proceeds to us of at
least $10.0  million  (and in which at least 50% of such  proceeds  were derived
from equity financings) (if ever), Dr. Bollon's base salary will be increased to
$210,000.  We further agreed that, so long as Dr. Bollon remains  employed by us
as Chairman of the Board, President and Chief Executive Officer, then on October
6 of each year, starting as of the first October 6 following the consummation of
such a $10.0 million financing (if ever), Dr. Bollon will be entitled to receive
an annual bonus equal to 25% of his then-effective base salary. In the event Dr.
Bollon's  employment with us is terminated  other than voluntarily by Dr. Bollon
or for "just cause" prior to any October 6, however, Dr. Bollon will be entitled
to receive a pro rated portion of the bonus that would  otherwise  have been due
to him on such  October 6 had he been an  employee  on such  date.  Further,  we
agreed that, on the  consummation  of such a $10.0 million  financing (if ever),
Dr.  Bollon will be entitled to receive a onetime bonus in the amount of $52,500
and the term of his employment will be extended to the three-year anniversary of
the closing date of such $10.0 million  financing.  Effective November 17, 2005,
the agreement  was further  amended to provide a current base salary of $185,000
and extension of the employment agreement to October 6, 2008.

         Dr. Bollon's employment  agreement will terminate on the earlier of (1)
its  expiration,  (2) the mutual  agreement  of the parties,  (3) the  voluntary
termination of Dr. Bollon other than as a result of a  Constructive  Termination
Event  (as  defined  below),  (4) Dr.  Bollon's  death  or  disability,  and (5)
termination  of Dr.  Bollon for cause.  In the event of Dr.  Bollon's  voluntary
termination  or on  termination  for cause,  Dr.  Bollon will not be entitled to
receive any Severance Payment (as defined below) and will be entitled to receive
only his base salary through the effective date of termination.  In the event of
Dr.  Bollon's   termination  without  cause  (i.e.,   following  a  Constructive
Termination Event or on Dr. Bollon's death) or as a result of a disability,  Dr.
Bollon will be entitled to receive a Severance Payment.

         For these purposes, "Constructive Termination Event" means:

         o        failure to elect, re-elect or otherwise maintain the executive
                  in his current office or a substantially  equivalent office or
                  position  with the  Company,  or the  removal of or failure to
                  re-elect him as a director of the Company;

         o        a  significant  adverse  change in the  nature or scope of his
                  authority, powers, functions, responsibilities or duties;

         o        the  liquidation,   dissolution,   merger,   consolidation  or
                  reorganization  of  the  Company  or  transfer  of  all  or  a
                  significant portion of its business and/or assets,  unless the
                  successor shall have assumed all duties and obligations of the
                  Company under the employment agreement;

         o        the Company shall relocate its principal  executive offices or
                  require the  executive to relocate more than 50 miles from its
                  current  location   without  the  executive's   prior  written
                  consent; and

         o        a material  breach of the employment  agreement by the Company
                  or a successor.

         For these purposes, "Severance Payment" means:

         o        equal  monthly  installments  at the base  salary rate then in
                  effect,  payable  on the  first  day of  the  month  following
                  termination  and  continuing  for a period of the  earlier  of
                  expiration of the term of Dr. Bollon's employment agreement or
                  the completion of 12 months  following  termination (in either
                  case, the "Bollon Severance Payment Period"), provided that in
                  no event will the Bollon Severance Payment Period be less than
                  6 months; and

         o        during  the  Bollon   Severance   Payment   Period,   benefits
                  substantially  similar to those which Dr. Bollon was receiving
                  during his employment with us.

         As partial consideration for his base salary, Dr. Bollon agreed that he
would not, during the term of his employment  agreement,  directly or indirectly
invest or engage in any business  that  competes with our business or accept any
employment  or render  services to any business that competes with our business,
except that Dr.  Bollon would be  permitted  to own up to 5% of any  outstanding
class of securities of any public company. In addition,  Dr. Bollon agreed that,
for a period of one year following termination of his employment  agreement,  he
would not engage,  hire,  employ or


                                       8
<PAGE>

solicit the employment of any employee of ours. Further,  under the terms of Dr.
Bollon's  employment  agreement  and a  Technology  Assignment  Agreement  dated
October 31, 2003, Dr. Bollon agreed to assign to us all of his right,  title and
interest  in  and  to  any  and  all  inventions,   discoveries,   developments,
improvements,  techniques,  designs  and  data  related  to  blood  substitutes.
Finally,   under  the  terms  of  Dr.  Bollon's   employment   agreement  and  a
confidentiality, proprietary information and inventions agreement, dated October
31,  2003,  Dr.  Bollon  agreed not to use or disclose  any of our  confidential
information or trade secrets at any time.

         ARRANGEMENT  WITH GHASSAN  NINO. On January 30, 2002, we entered into a
letter  agreement,  under which Mr.  Nino  agreed to serve as our Interim  Chief
Executive  Officer until such time as the parties later agreed.  In exchange for
his services as Interim Chief Executive Officer through April 14, 2003, Mr. Nino
was entitled to receive $150,000,  payment of which was deferred until such time
as we raised  $4.0  million.  On October  31,  2003,  we issued to Mr. Nino a 5%
subordinated  convertible  promissory  note in the principal  amount of $150,000
evidencing our obligation to pay such deferred compensation.  Under the terms of
the Nino note forbearance agreement, dated as of July 15, 2004, Mr. Nino forgave
repayment of this note.

         On October  6,  2003,  we entered  into an  employment  agreement  with
Ghassan  Nino,  under which Mr. Nino agreed to serve as our Vice Chairman and as
Chief  Financial  Officer,  on a part time basis,  for an initial  term of three
years,  automatically renewable for one-year periods unless otherwise terminated
by either party on at least 90 days' prior written  notice.  In exchange for his
services as Vice Chairman and acting Chief Financial  Officer,  we agreed to pay
Mr. Nino an annual base salary of $210,000 plus annual cost-of-living increases.
In addition, we agreed to provide Mr. Nino with customary benefits.  The parties
agreed that  payment of Mr.  Nino's base salary and  benefits  would be deferred
until such time as we raised at least $4.0 million although Mr. Nino has agreed,
under the terms of a deferred  compensation  forbearance  agreement  between the
Company  and Mr.  Nino,  dated as of July 15,  2004,  to  forgive  all  deferred
compensation  and  benefits  accrued  and  owing  as of  October  13,  2004.  In
connection  with his  employment  with  the  Company,  each of Mr.  Nino and his
affiliates, Nino Partners and Biogress (each stockholders of ours and affiliates
of Mr. Nino) entered into a technology assignment agreement, under which each of
Mr. Nino,  Nino  Partners and Biogress  agreed to assign to us all of his right,
title and interest in and to any and all inventions, discoveries,  developments,
improvements,  techniques,  designs and data related to blood substitutes. Under
the terms of Mr. Nino's employment agreement and a confidentiality,  proprietary
information  and inventions  agreement,  dated October 31, 2003, Mr. Nino agreed
not to use or disclose any of our  confidential  information or trade secrets at
any time.

         As of July 15,  2004,  Mr. Nino  resigned as an employee and officer of
ours,  under the terms of a separation  and release  agreement,  under which Mr.
Nino did not receive any  severance  payment.  Mr. Nino  continues to serve as a
member of our Board of Directors and as Vice-Chairman of our Board of Directors.
On the last day of each calendar  quarter for which Mr. Nino  continues to serve
on our Board,  Mr. Nino will  receive an  additional  option to  purchase  2,500
shares of our common  stock at an exercise  price equal to the fair market value
of our  common  stock on the last  Friday  in such  quarter.  As a  non-employee
director, Mr. Nino is also entitled to receive certain director's compensation.

         EMPLOYMENT  AGREEMENT  WITH MARK J.  ROSENBLUM.  On April 1,  2005,  we
entered  into an  employment  agreement  with Mr.  Rosenblum,  under  which  Mr.
Rosenblum agreed to serve as our Chief Financial  Officer for an initial term of
three years,  automatically  renewable  for one-year  periods  unless  otherwise
terminated  by  either  party  on at least 90 days'  prior  written  notice.  In
exchange for his services,  we agreed to pay Mr. Rosenblum an annual base salary
of $120,000 plus annual cost-of-living  increases.  Effective November 17, 2005,
the agreement was further  amended to provide a current base salary of $145,000.
In addition, we agreed to provide Mr. Rosenblum with customary benefits, such as
health  benefits.  In  addition  to Mr.  Rosenblum's  base  salary and  benefits
package,  we granted to Mr. Rosenblum an option to purchase 75,000 shares of our
common stock at an exercise  price of $.85 per share,  of which  18,750  options
vested on April 1, 2006,  and the  balance  of which will vest in equal  monthly
installments  of 1,563 options on the last day of each calendar month of service
completed by Mr.  Rosenblum,  commencing  April 30, 2006. We granted  options to
purchase 25,000 shares of common stock on March 31, 2006 at an exercise price of
$2.20 per share of which 12,500 options are immediately  exercisable on the date
of the  grant  and the  remaining  12,500  options  will  vest in equal  monthly
increments  of 347 options on the  completion  of each month of  service.  These
options will expire on March 31, 2016.  In addition,  on completion of each year
of service,  Mr.  Rosenblum will be entitled to receive an additional  option to
purchase  25,000  shares of our  common  stock,  which  will be  granted  on the
anniversary of his employment agreement,  at an exercise price equal to the fair
market  value of our common stock at such time.  We also agreed that,  following
the consummation of a $10.0 million  financing,  we will reimburse Mr. Rosenblum
for  reasonable  relocation  expenses.  We have also agreed to increase his base
salary to $165,000  following the  consummation  of a $10.0  million  financing.
Further,  we have agreed that within 10 days  following  the  consummation  of a
$10.0 million  financing (if ever),  Mr. Rosenblum will be entitled to receive a
one-time  lump sum amount equal to $3,750  multiplied by the number of months of
service  completed by Mr.


                                       9
<PAGE>

Rosenblum at his initial base salary of $120,000  prior to the  consummation  of
such financing,  provided that Mr.  Rosenblum will not be entitled to receive an
amount in excess of  $33,750.  At the end of each fiscal year during the term of
his employment agreement, Mr. Rosenblum will receive a bonus equal to 25% of his
then-effective base salary. Mr. Rosenblum's  employment agreement will terminate
on the earlier of (1) its expiration,  (2) the mutual  agreement of the parties,
(3) the  voluntary  termination  of Mr.  Rosenblum  other  than as a result of a
Constructive  Termination Event (as defined above), (4) Mr. Rosenblum's death or
disability,  and (5) termination of Mr. Rosenblum's employment for cause. In the
event of Mr. Rosenblum's  voluntary termination or on termination for cause, Mr.
Rosenblum  will not be  entitled to receive  any  Severance  Payment and will be
entitled  to  receive  only  his  base  salary  through  the  effective  date of
termination.  In the event of Mr. Rosenblum's  termination  without cause (i.e.,
following a constructive  termination event or on Mr. Rosenblum's death) or as a
result of a disability,  Mr.  Rosenblum  will be entitled to receive a Severance
Payment.

         For these purposes, "Severance Payment" means:

         o        equal  monthly  installments  at the base  salary rate then in
                  effect,  payable  on the  first  day of  the  month  following
                  termination  and continuing for a period of the earlier of the
                  expiration   of  the  term  of  Mr.   Rosenblum's   employment
                  agreement;

         o        the   expiration   of  six  months   following  the  effective
                  termination date of Mr. Rosenblum's employment, so long as Mr.
                  Rosenblum  has been employed by us for a period of at least 12
                  consecutive months;

         o        the   expiration  of  nine  months   following  the  effective
                  termination date of Mr. Rosenblum's employment, so long as Mr.
                  Rosenblum has been employed by us for a period of at least two
                  consecutive years;

         o        the   expiration   of  12  months   following   the  effective
                  termination date of Mr. Rosenblum's employment, so long as Mr.
                  Rosenblum  has been  employed  by us for a period  of at least
                  three  consecutive  years  (in  either  case,  the  "Rosenblum
                  Severance Payment Period"), provided that in no event will the
                  Rosenblum  Severance  Payment  Period be less than six months;
                  and

         o        during  the  Rosenblum  Severance  Payment  Period,   benefits
                  substantially   similar  to  those  which  Mr.  Rosenblum  was
                  receiving during his employment with us.

         As partial consideration for his base salary, Mr. Rosenblum agreed that
he  would  not,  during  the  term  of his  employment  agreement,  directly  or
indirectly  invest or engage in any business  that competes with our business or
accept any employment or render  services to any business that competes with our
business,  except that Mr.  Rosenblum  would be permitted to own up to 5% of any
outstanding  class  of  securities  of any  public  company.  In  addition,  Mr.
Rosenblum  agreed that,  for a period of one year  following  termination of his
employment  agreement,  he  would  not  engage,  hire,  employ  or  solicit  the
employment of any employee of ours.  Further,  Mr. Rosenblum agreed to assign to
us all of his  right,  title  and  interest  in and to any and  all  inventions,
discoveries, developments, improvements, techniques, designs and data related to
blood  substitutes that he conceives of in the course of his employment with us.
Finally,  Mr.  Rosenblum  agreed not to use or disclose any of our  confidential
information or trade secrets at any time.

         EMPLOYMENT AGREEMENT WITH MARIO FEOLA. On December 14, 2003, we entered
into an employment agreement, under which Dr. Feola agreed to serve full time as
our Chief Medical Officer in exchange for an annual base salary of $180,000.  In
addition,  we agreed to provide Dr.  Feola with  customary  benefits.  Until the
consummation of our October 2004 private  placement,  Dr. Feola served on a part
time basis with us. In  connection  with Dr.  Feola's  part time  service as our
Chief  Medical  Officer,  we  agreed to grant  Dr.  Feola an option to  purchase
271,528 shares of our common stock,  of which 214,953  options have vested as of
April 20, 2006, and the balance of which vests in equal monthly  installments of
2,828  options  on the  completion  of  each  month  of  service  by Dr.  Feola,
commencing  November 30, 2004. The exercise price of Dr. Feola's options is $.18
per share under a letter agreement, dated as of July 15, 2004, which amended Dr.
Feola's employment  agreement,  Dr. Feola agreed to serve as our full-time Chief
Medical  Officer,  commencing  October  27,  2004 and  through  such  time as we
complete a financing  having gross  proceeds to us of at least $10.0 million (if
ever), at an adjusted base salary equal to $60,000 per annum. Effective February
7, 2006,  the agreement was further  amended to provide a current base salary of
$80,000.

         AGREEMENT  WITH ROBERT  COMER.  On November 18, 2004, we entered into a
consulting  agreement with Robert Comer, under which Mr. Comer agreed to provide
financial consulting services to us at the rate of $90 per hour. On December 13,
2004, we entered into an amended agreement with Mr. Comer, under which Mr. Comer
agreed to serve as our Acting Chief Financial  Officer at a rate of $60 per hour
until such time as we terminate this amended  Agreement.  As


                                       10
<PAGE>

of January 1, 2005,  we entered into an  employment  agreement  with Mr.  Comer,
under which Mr.  Comer agreed to become our employee and to continue to serve as
our  full-time  Acting Chief  Financial  Officer at a rate of $60 per hour until
such time as either party  terminates  his  agreement.  As of April 1, 2005, the
date on which  Mr.  Rosenblum  joined  us as our  Chief  Financial  Officer,  we
terminated Mr. Comer's employment with us as our Acting Chief Financial Officer.
On April 6,  2005,  Mr.  Comer  joined  our Board of  Directors  and  became the
Chairman of our Audit Committee.  As a non-employee  director, on April 6, 2005,
Mr. Comer received an option to purchase 15,000 shares of our common stock at an
exercise  price of $.85 per share.  This option is fully vested and  immediately
exercisable.  On the last day of each  calendar  quarter  for  which  Mr.  Comer
continues to serve on our Board, Mr. Comer will receive an additional  option to
purchase 2,500 shares of our common stock at an exercise price equal to the fair
market  value of our  common  stock on the last  Friday  in such  quarter.  As a
non-employee  director, Mr. Comer is also entitled to receive certain director's
compensation.

         ARRANGEMENT  WITH DR. JAN SIMONI.  Dr.  Simoni has served as our Acting
Vice  President and Principal  Investigator  of Research and  development  since
2002, through a Sponsored  Research Agreement with Texas Tech University,  where
he is employed,  and an Advisor  since July,  2005.  Since 1993,  Dr. Simoni has
served as the Blood  Substitute  Group  Leader at Texas Tech and is an Associate
Professor  of Research  in the  Department  of Surgery at Texas Tech,  where Dr.
Simoni co-invented HemoTech (TM).

         On July 13, 2005, the Company  entered into an advisory  agreement with
Dr. Simoni to receive advisory services on technical,  medical and market issues
related to  HemoBioTech,  including  its  second  generation  blood  substitute,
HemoTech (TM).  The  agreement  provides  for  non-qualified  stock  options  to
purchase  271,528 shares of Common Stock of HemoBioTech at an exercise price per
share of $0.18,  subject to certain vesting timetables,  of which 135,764 shares
have vested as of April 20,  2006,  33,941 will vest on July 13,  2006,  and the
remaining 101,823 will vest in equal monthly installments of 2828 options on the
completion of each month service by Dr.  Simoni.  These options will expire July
13, 2015.

         ARRANGEMENT WITH WALTER HAEUSSLER. Mr. Haeussler has served as a member
of our Board of Directors  since  October 31, 2003.  As one of our  non-employee
directors,  on  October  31,  2003,  we granted  to Mr.  Haeussler  an option to
purchase  27,152  shares of our common  stock at an exercise  price of $0.18 per
share,  of which 16,976 options have vested as of April 1, 2006, and the balance
of  which  will  vest  in  equal  monthly  installments  of 566  options  on the
completion  of each month of service by Mr.  Haeussler.  On the last day of each
calendar  quarter for which Mr.  Haeussler  continues to serve on our Board, Mr.
Haeussler  will  receive an  additional  option to purchase  2,500 shares of our
common  stock at an exercise  price equal to the fair market value of our common
stock on the last  Friday  in such  quarter.  As a  non-employee  director,  Mr.
Haeussler is also entitled to receive certain director's compensation.

         ARRANGEMENT WITH BERNHARD  MITTEMEYER.  Dr.  Mittemeyer has served as a
member of our Board of Directors  since December 10, 2004,  though he previously
provided certain advisory services to us under an advisory  services  agreement,
dated November 5, 2003. When Dr. Mittemeyer  joined our Board as a director,  we
terminated Dr.  Mittemeyer's  advisory services  agreement.  In exchange for his
advisory services, we previously granted to Dr. Mittemeyer an option to purchase
27,152  shares of our common  stock at an exercise  price of $.18 per share,  of
which 16,976  options have vested as of April 1, 2006,  and the balance of which
vests in equal  monthly  installments  of 566 options on the  completion of each
month of service by Dr. Mittemeyer. Accordingly, on November 4, 2004, we granted
to Dr.  Mittemeyer  an option to  purchase  5,430  shares of common  stock at an
exercise price of $.85 per share, of which 1923 shares had vested as of April 1,
2006, and the balance of which vest in equal monthly installments of 113 options
on the completion of each month of service by Dr. Mittemeyer. On the last day of
each calendar quarter for which Dr.  Mittmeyer  continues to serve on our Board,
Dr. Mittemeyer will receive an additional option to purchase 2,500 shares of our
common  stock at an exercise  price equal to the fair market value of our common
stock on the last  Friday  in such  quarter.  As a  non-employee  director,  Dr.
Mittemeyer is also entitled to receive certain director's compensation.

         In connection with their respective employment, consulting and advisory
agreements,  each of the foregoing individuals have either entered into separate
confidentiality,  proprietary information and inventions agreements or else such
confidentiality  provisions  were  contained  in each  individual's  employment,
consulting   or  advisory   agreement.   In  addition,   we  have  entered  into
indemnification agreements with each of Mr. Nino, Dr. Bollon, Mr. Haeussler, Mr.
Baron, Dr. Mittemeyer, Mr. Rosenblum and Mr. Comer under which we have agreed to
indemnify  each of such  individuals  from and  against  all claims  that may be
brought  against them as a result of their  position as a member of our Board of
Directors.

                                       11
<PAGE>

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

         Our certificate of incorporation  eliminates the personal  liability of
our directors for monetary damages arising from a breach of their fiduciary duty
as directors to the fullest  extent  permitted by Delaware law. This  limitation
does not affect the  availability  of  equitable  remedies,  such as  injunctive
relief or rescission  damages.  Our certificate of incorporation  requires us to
indemnify and advance  expenses to our directors to the fullest extent permitted
by  Delaware  law,  including  in  circumstances  in  which  indemnification  is
otherwise  discretionary  under Delaware law. Our  certificate of  incorporation
provides that we may indemnify and advance expenses to any officer,  employee or
agent of the Company or any other  person  that we are  permitted  to  indemnify
under Delaware law.

         Under Delaware law, we may indemnify our directors or officers or other
persons  who  were,  are or are  threatened  to be  made a  named  defendant  or
respondent in a proceeding  because the person is or was our director,  officer,
employee or agent, if we determine that the person:

         o        conducted  himself  or  herself  in  good  faith,   reasonably
                  believed,  in the  case  of  conduct  in  his or her  official
                  capacity as our  director or officer,  that his or her conduct
                  was in our best interests,  and, in all other cases,  that his
                  or her conduct was at least not opposed to our best interests;
                  and

         o        in the  case of any  criminal  proceeding,  had no  reasonable
                  cause to believe that his or her conduct was unlawful.

These persons may be indemnified  against  expenses,  including  attorneys fees,
judgments,  fines,  including  excise  taxes,  and amounts  paid in  settlement,
actually  and  reasonably  incurred,  by  the  person  in  connection  with  the
proceeding. If the person is found liable to the corporation, no indemnification
will be made  unless the court in which the action was brought  determines  that
the person is fairly and reasonably  entitled to indemnity in an amount that the
court will establish.

         We also have entered into  indemnification  agreements with each of Mr.
Nino, Dr. Bollon, Mr. Haeussler,  Mr. Baron, Dr.  Mittemeyer,  Mr. Rosenblum and
Mr. Comer under which we have agreed to indemnify each of such  individuals from
and  against all claims  that may be brought  against  them as a result of their
position as a member of our Board of Directors.

         Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors,  officers or persons  controlling  us under the above
provisions,  we have  been  informed  that,  in the  opinion  of the  SEC,  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

         The following table sets forth information as of April 25, 2006 (except
as noted) regarding the beneficial ownership of our common stock by:

     o   each person, or group of affiliated persons,  who is known by us to own
         beneficially 5% or more of our common stock;

     o   each of our directors and nominees for director;

     o   each of our Named Executive Officers; and

     o   all our directors and executive officers as a group.

         The number of shares owned and  percentage  ownership in the  following
table is based on  14,014,692  shares of common stock  outstanding  on April 25,
2006. Except as otherwise indicated below, the address of each officer, director
and 5% stockholder listed below is c/o HemoBioTech,  Inc., 14221 Dallas Parkway,
Suite 1400, Dallas, Texas 75254.

         We have determined beneficial ownership in accordance with the rules of
the SEC. These rules generally attribute  beneficial  ownership of securities to
persons who possess sole or shared voting power or investment power with respect
to those  securities.  In  addition,  the rules  include  shares of common stock
issuable  pursuant to the exercise of stock options that are either  immediately
exercisable  or exercisable  within 60 days of April 20, 2006.  These shares are
deemed to be


                                       12
<PAGE>

outstanding and  beneficially  owned by the person holding those options for the
purpose of computing the percentage  ownership of that person,  but they are not
treated as outstanding for the purpose of computing the percentage  ownership of
any other person.  Unless  otherwise  indicated,  we believe that the persons or
entities  identified  in this table have sole voting and  investment  power with
respect to all shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
                                                                               BENEFICIAL OWNERSHIP
                                                                  --------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                              NUMBER OF SHARES            PERCENT OF TOTAL
---------------------------------------------------------         ---------------             ----------------
<S>                                                               <C>                                    <C>
5% STOCKHOLDERS:

Nino Partners, LLC                                                2,851,047 (1)                          20.3%
15889 Preston Road, Ste. 2006
Dallas, Texas 75248

Russell Cleveland                                                 2,274,808 (2)                          16.2%
c/o Renn Capital Group, Inc.
8080 N. Central Expressway, Suite 210, LB-59
Dallas, Texas 75206

Renn Capital Group, Inc.                                          2,274,808 (2)                          16.2%
8080 N. Central Expressway, Suite 210, LB-59
Dallas, Texas 75206

Renaissance US Growth Investment Trust PLC                        1,137,404 (2)                           8.1%
c/o Renn Capital Group, Inc.
8080 N. Central Expressway, Suite 210, LB-59
Dallas, Texas 75206

BFS US Special Opportunities Trust PLC                            1,137,404 (2)                           8.1%
c/o Renn Capital Group, Inc.
8080 N. Central Expressway, Suite 210, LB-59
Dallas, Texas 75206

Renaissance Capital Growth & Income Fund III, Inc.                1,137,405 (3)                           8.1%
8080 N. Central Expressway, Suite 210, LB-59
Dallas, Texas 75206

Texas Tech University System                                      814,585 (4)                             5.8%
3601 4th Street, BA 112
Lubbock, Texas  79430-6206

Meyers Associates, LP                                             2,932,528 (5)                          20.9%
45 Broadway, 2nd Floor
New York, New  York 10006

Bruce Meyers                                                      2,491,348 (6)                          17.8%
45 Broadway, 2nd FLoor
New York, New  York 10006

MANAGEMENT:

Arthur P. Bollon, Ph.D.                                           1,755,859 (7)                          12.1%
Ghassan Nino, CPA, CMA                                            4,169,383 (8)                          30.0%
Mark J. Rosenblum, CPA                                            37,417 (9)                               *
Mario Feola, M.D.                                                 220,609 (10)                          1.6%
Walter Haeussler, J.D.                                            33,108  (11)                             *
Robert Baron                                                      79,254 (12)                              *
Bernhard Mittemeyer, M.D.                                         50,257 (13)                              *
Robert Comer, CPA, MBA                                            25,000 (14)                              *
Jan Simoni, Ph.D., DVM                                            135,764 (15)                          1.0%
All Directors, Nominees and Executive Officers as a group         6,289,428 (16)                         41.6%
(9 persons)
---------------------
</TABLE>



                                       13
<PAGE>


*        Represents  less than 1% of the  outstanding  shares  of the  Company's
         common stock.

(1)      The  indicated  ownership  is based solely on a Schedule 13G filed with
         the SEC by the beneficial owners on February 15, 2006. The Schedule 13G
         was filed on behalf of Ghassan Nino,  the Vice Chairman of the Board of
         Directors of the Company, Nino Partners, LLC, a Texas limited liability
         company  ("Nino  Partners").  Mr. Nino is the  Managing  Member of Nino
         Partners  and,  as such,  has sole  voting and  dispositive  power with
         respect to the 2,851,047 shares of common stock of the Company owned of
         record by Nino Partners.

(2)      The  indicated  ownership  is based solely on a Schedule 13G filed with
         the SEC by the beneficial owners on February 14, 2006. The Schedule 13G
         was filed on behalf of BFS US Special  Opportunities Trust PLC ("BFS"),
         Renaissance  US Growth  Investment  Trust PLC ("R  US"),  RENN  Capital
         Group,  Inc.  ("Renn") and Russell  Cleveland.  Renn is the  investment
         adviser to BFS and the investment manager to R US. Mr. Cleveland is the
         President and Chief Executive Officer of Renn. As of February 14, 2006,
         each of BFS and R US was the owner of record  and  beneficial  owner of
         1,137,404  shares of common stock of the Company.  Each of BFS and R US
         share voting and dispositive  power over their  respective  shares with
         Renn.  Mr.  Cleveland may be deemed to be the  beneficial  owner of the
         shares of common stock beneficially owned by Renn.

(3)      The  indicated  ownership  is based solely on a Schedule 13G filed with
         the SEC by  Renaissance  Capital  Growth & Income  Fund III,  Inc.  ("R
         Growth") on February 13, 2006. R Growth has sole voting and dispositive
         power over 1,137,405 shares of common stock of the Company.

(4)      Under the terms of the license  agreement  with Texas Tech,  in lieu of
         receiving  royalty payments under the license  agreement,  we agreed to
         issue  to  Texas  Tech a  payment  equal  to 5% of our  then-authorized
         capital stock,  subject to anti-dilution  protection until such time as
         our had expended $15.0 million in capital on  researching,  developing,
         testing and commercializing  HemoTech. On May 2004, TTU agreed to waive
         its  anti-dilution  protection in exchange of 135,765  shares of common
         stock.  The Chancellor of Texas Tech,  has sole voting and  dispositive
         power with respect the shares of our common stock owned by Texas Tech.

(5)      The number of shares of common  stock that Meyers  Associates  could be
         deemed to beneficially  own includes:  (a) 537,500 shares of our common
         stock,  issued to Meyers Associates in connection with our October 2004
         private  placement;  (b) a warrant to  purchase  787,960  shares of our
         common stock at an exercise price of $0.90 per share ; (c) a warrant to
         purchase  690,888  shares of our common stock  issued to Bruce  Meyers,
         Meyers Associates'  President , at an exercise price of $0.90 per share
         which were issued to Mr.  Meyers on the  consummation  of our  October,
         2004 private  placement;  (d) 475,000  shares of common stock issued to
         Mr.  Bruce  Meyers,  President of Meyers  Associates,  as a part of our
         October,  2004  private  placement;  (e) a warrant to purchase  441,180
         warrants  to Imtiaz  Khan,  Meyers  Associates'  Vice  President  at an
         exercise price of $.90 per share.

(6)      The number of shares of common  stock that Bruce  Meyers,  President of
         Meyers  Associates,  could be deemed to beneficially own includes:  (a)
         475,000  shares  of  common  stock  allocated  to Mr.  Meyers by Meyers
         Associates out of the 1,500,000 shares of common stock that were issued
         to Meyers  Associates  in  connection  with our  October  2004  private
         placement ; (b) 532,500  shares of our common  stock,  issued to Meyers
         Associates in connection with our October , 2004 private placement; (c)
         a warrant to  purchase  an  aggregate  of 690,888  shares of our common
         stock at an exercise  price of $.90 per share , allocated to Mr. Meyers
         by Meyers  Associates out of the 2,383,  372 warrants that we issued to
         Meyers  Associates  in  connection  with  our  October,   2004  private
         placement;  and (d) warrants to purchase  787,960  shares of our common
         stock  at an  exercise  price  of  $.90  per  share  issued  to  Meyers
         Associates in connection with our October,  2004 private placement.  As
         President of Meyers  Associates,  Mr. Meyers has voting and dispositive
         power with  respect to the shares of our common  stock  owned by Meyers
         Associates  and  issuable  on  exercise  by  Meyers  Associates  of the
         foregoing warrants.

(7)      Dr. Bollon is the Chairman of the Board,  President and Chief Executive
         Officer of the  Company.  The number of shares of common stock that Dr.
         Bollon may be deemed to beneficially  own includes:  (a) 860,502 shares
         of common stock owned of record by Dr.  Bollon;  (b) 217,223  shares of
         common stock owned of record by Biogress LLC ("Biogress"), of which Dr.
         Bollon is a principal  member and  founding  partner and has 50% voting
         and dispositive power; (c) options to purchase 561,134 shares of common
         stock granted on October 31, 2003,  directly  beneficially owned by Dr.
         Bollon at $0.20 per  share,  which  vest  within 60 days from April 20,
         2006;  and (d) an aggregate of 117,000 shares of our common stock owned
         of record by various  relatives of Dr. Bollon.  The number of shares of
         common stock that Dr. Bollon could be deemed to  beneficially  own does
         not  include  options to purchase an  additional  90,534  shares of our
         common  stock at an exercise  price of $.20 per share,  which will vest
         after  June 30,  2006 in  monthly  increments  of 9,050  options on the
         completion of each month of service by


                                       14
<PAGE>

         Dr. Bollon.  Dr. Bollon's  options will expire on October 31, 2008. Dr.
         Bollon disclaims  beneficial ownership of all shares owned of record by
         each of his relatives  listed above, and such shares will be subject to
         the same  rights  and  restrictions  as those  shares of  common  stock
         beneficially owned by Dr. Bollon.

(8)      Ghassan  Nino is the  founder  and  Vice-Chairman  of the  Board of the
         Company.  The  number of shares of common  stock  that Mr.  Nino may be
         deemed to  beneficially  owned  includes:  (a) 217,223 shares of common
         stock  owned of record by  Biogress,  of which Mr.  Nino is a principal
         member and founding  partner and has 50% voting and dispositive  power;
         (b) 2,851,047  shares of common stock owned of record by Nino Partners,
         of which Mr. Nino is Managing  Member;  (c) 1,086,113  shares of common
         stock owned of record by Mr. Nino; (d) options to purchase 2,500 shares
         of common  stock,  granted to Mr.  Nino on  December  29,  2004,  at an
         exercise  price  of  $.94  per  share  (which  were  fully  vested  and
         immediately  exercisable  on issuance  and expire on December 29, 2009;
         (e) options to purchase  2,500  shares of common  stock  granted to Mr.
         Nino on March 31, 2005,  at an exercise  price of $.94 per share (which
         were fully vested and  immediately  exercisable  on grant and expire on
         March 1, 2010; and (f) options to purchase 2,500 shares of common stock
         granted to Mr. Nino on June 30, 2005, at an exercise  price of $.94 per
         share (which were fully vested and immediately exercisable on grant and
         expire on June  30,2010;(g)  options to purchase 2,500 shares of common
         stock,  granted to Mr. Nino on September 30, 2005, at an exercise price
         of $1.17 per share (which were fully vested and immediately exercisable
         on grant and expire on September 30, 2010;(g) options to purchase 2,500
         shares of common stock, granted to Mr. Nino on December 31, 2005, at an
         exercise  price of  $2.37  per  share  (which  were  fully  vested  and
         immediately  exercisable on grant and expire on December 31,2010);  (h)
         options to purchase  2,500 shares of common stock,  granted to Mr. Nino
         on March 31, 2006, at an exercise  price of $2.42 per share (which were
         fully vested and  immediately  exercisable on grant and expire on March
         31,2011.

(9)      Mr. Rosenblum is Chief Financial  Officer and Secretary of the Company.
         The number of shares of common stock that Mr.  Rosenblum  may be deemed
         to beneficially own includes:  (a) options to purchase 21,876 shares of
         common stock  granted to Mr.  Rosenblum on April 1, 2005 at an exercise
         price of $.85 per  share  (which  are  immediately  exercisable  or are
         exercisable  within  60 days of  April  20,  2006);  (b) Mr.  Rosenblum
         purchased 2,000 shares of common stock on November 21, 2005, at a price
         of $1.50 per share;  (c)  options to purchase  25,000  shares of common
         stock granted to Mr.  Rosenblum on March 31, 2006 at an exercise  price
         of $2.20 per share of which 12,500 options are immediately  exercisable
         on the date of the grant and the  remaining  12,500 option will vest in
         equal monthly increments of 347 options on the completion of each month
         of service.  These options will expire on March 31, 2016. The number of
         shares of common stock that Mr. Rosenblum may be deemed to beneficially
         own does not include  options to purchase  53,124  shares of our common
         stock granted to Mr. Rosenblum on April 1, 2005 at an exercise price of
         $.85 per share,  which will vest after June 30,  2006 in equal  monthly
         increments of 1,563 options on the  completion of each month of service
         by Mr. Rosenblum, and expire on April 1, 2015.

(10)     Dr. Feola is Chief Medical Officer of the Company. The number of shares
         of common  stock  that Dr.  Feola may be  deemed  to  beneficially  own
         includes  options to purchase 220,609 shares of common stock granted to
         Dr. Feola on December 15, 2003 (which are  immediately  exercisable  or
         are exercisable within 60 days of April 20, 2006). The number of shares
         of  common  stock  beneficially  owned by Dr.  Feola  does not  include
         options to  purchase  50,919  shares of common  stock,  which will vest
         after June 30, 2006 in equal monthly increments of 2,828 options on the
         completion of each month of service by Dr. Feola. The exercise price of
         all of Dr. Feola's  options is $.18 per share.  The options will expire
         on December 14, 2013.

(11)     Walter Haeussler is a director of the Company.  The number of shares of
         common stock Mr.  Haeussler may be deemed to beneficially own includes:
         (a) options to purchase  18,108  shares of common stock  granted to Mr.
         Haeussler on October 31, 2003,  (which are  immediately  exercisable or
         are exercisable within 60 days of April 20, 2006,) at an exercise price
         of $.18 per share,  which  expire on October 31,  2013;  (b) options to
         purchase  2,500  shares of common  stock,  granted to Mr.  Haeussler on
         December 31, 2004,  at an exercise  price of $.85 per share (which were
         fully  vested  and  immediately  exercisable  on grant  and  expire  on
         December  29,  2014);  (c) options to purchase  2,500  shares of common
         stock granted to Mr.  Haeussler on March 31, 2005, at an exercise price
         of $.85 per share (which were fully vested and immediately  exercisable
         on grant and expire on March 31,  2015);  and (d)  options to  purchase
         2,500  shares of common  stock,  granted to Mr.  Haeussler  on June 30,
         2005,  at an exercise  price of $.85 per share (which were fully vested
         and immediately  exercisable on grant and expire on June 30, 2015); (e)
         options  to  purchase  2,500  shares of common  stock,  granted  to Mr.
         Haeussler on  September  30,  2005,  at an exercise  price of $1.06 per
         share (which were fully vested and immediately exercisable on grant and
         expire on September 30,  2015;(g)  options to purchase  2,500 shares of
         common  stock,  granted to Mr.  Haeussler on December  31, 2005,  at an
         exercise  price of  $2.15  per  share  (which  were  fully  vested  and
         immediately  exercisable


                                       15
<PAGE>

         on grant and expire on  December  31,  2015);  (h)  options to purchase
         2,500  shares of common  stock,  granted to Mr.  Haeussler on March 31,
         2006, at an exercise  price of $2.20 per share (which were fully vested
         and  immediately  exercisable on grant and expire on March  31,2016.The
         number of shares of common stock  beneficially  owned by Mr.  Haeussler
         does not include  options to  purchase  9,044  shares of common  stock,
         granted to Mr.  Haeussler  on October 31,  2003,  which will vest after
         June  30,  2006 in  equal  monthly  increments  of 566  options  on the
         completion of each month of service by Mr. Haeussler.

(12)     Robert  Baron is a  director  of the  Company.  The number of shares of
         common stock Mr. Baron may be deemed to beneficially own includes:  (a)
         34,254  shares of common  stock  underlying  the unit  purchased by Mr.
         Baron in the Company's  October 2004 private  placement (of which 8,824
         shares were issued on October 27, 2004,  17,647  shares of which may be
         issued on  exercise  of the  warrant  underlying  such unit,  and 7,783
         shares issued on conversion of the note underlying such unit);  (b) Mr.
         Baron has purchased  15,000 shares of common stock on the market at the
         prices  ranging from $1.55 to $1.95 per share;  (c) options to purchase
         15,000  shares of common  stock  granted to Mr.  Baron on November  11,
         2004,  at an exercise  price of $.85 per share (which were fully vested
         and exercisable  immediately on grant and expire on November 11, 2014);
         (d) options to purchase  2,500 shares of common  stock,  granted to Mr.
         Baron on December  29,  2004,  at an  exercise  price of $.85 per share
         (which  were fully  vested  and  exercisable  immediately  on grant and
         expire on December 29, 2014);  (e) options to purchase  2,500 shares of
         common  stock,  granted to Mr. Baron on March 31, 2005,  at an exercise
         price of $.85 per  share  (which  were  fully  vested  and  immediately
         exercisable on grant and expire on March 31, 2015);  and (f) options to
         purchase 2,500 shares of common stock, granted to Mr. Baron on June 30,
         2005,  at an exercise  price of $.85 per share (which were fully vested
         and immediately  exercisable on grant and expire on June 30, 2015); (g)
         options to purchase 2,500 shares of common stock,  granted to Mr. Baron
         on September 30, 2005,  at an exercise  price of $1.06 per share (which
         were fully vested and  immediately  exercisable  on grant and expire on
         September  30,2015;  (h)  options to  purchase  2,500  shares of common
         stock,  granted to Mr. Baron on December 31, 2005, at an exercise price
         of $2.15 per share (which were fully vested and immediately exercisable
         on grant and expire on December 31,2015); (i) options to purchase 2,500
         shares of common  stock,  granted to Mr. Baron on March 31, 2006, at an
         exercise  price of  $2.20  per  share  (which  were  fully  vested  and
         immediately exercisable on grant and expire on March 31, 2016.

(13)     Bernhard Mittemeyer is a director of the Company.  The number of shares
         of common  stock Dr.  Mittemeyer  may be  deemed  to  beneficially  own
         includes: (a) options to purchase 18,108 shares of common stock granted
         to  Dr.   Mittemeyer  on  October  31,  2003  (which  are   immediately
         exercisable or are exercisable  within 60 days of April 20, 2006) at an
         exercise price of $.18 per share, which expire on October 31, 2013; (b)
         options  to  purchase  15,000  shares of common  stock,  granted to Dr.
         Mittemeyer on December 10, 2004, at an exercise price of $.85 per share
         (which  were fully  vested  and  immediately  exercisable  on grant and
         expire on December 10, 2014);  (c) options to purchase  2,500 shares of
         common  stock,  granted to Dr.  Mittemeyer  on December 29, 2004, at an
         exercise  price  of  $.85  per  share  (which  were  fully  vested  and
         immediately  exercisable  on grant and expire on December 29, 2014; (d)
         options  to  purchase  2,500  shares of  common  stock  granted  to Dr.
         Mittemeyer  on March 31, 2005,  at an exercise  price of $.85 per share
         (which  were fully  vested  and  immediately  exercisable  on grant and
         expire on March 31, 2015);  and (e) options to purchase 2,500 shares of
         common  stock,  granted  to Dr.  Mittemeyer  on June  30,  2005,  at an
         exercise  price  of  $.85  per  share  (which  were  fully  vested  and
         immediately  exercisable  on grant  and  expire on June  30,2015);  (f)
         options  to  purchase  2,500  shares of common  stock,  granted  to Dr.
         Mittemeyer  on September  30, 2005,  at an exercise  price of $1.06 per
         share (which were fully vested and immediately exercisable on grant and
         expire on September  30,2015);  (g) options to purchase 2,500 shares of
         common  stock,  granted to Dr.  Mittemeyer  on December 31, 2005, at an
         exercise  price of  $2.15  per  share  (which  were  fully  vested  and
         immediately  exercisable on grant and expire on December 31,2015);  (h)
         options  to  purchase  2,500  shares of common  stock,  granted  to Dr.
         Mittemeyer on March 31, 2006,  at an exercise  price of $2.20 per share
         (which  were fully  vested  and  immediately  exercisable  on grant and
         expire on March  31,2016);  (i) an option to purchases  2,149 shares of
         common  stock  granted to Dr.  Mittemeyer  on  November  04, 2004 at an
         exercise  price  of $0.85  per  share,  which  (which  are  immediately
         exercisable or are exercisable  within 60 days of April 20, 2006) at an
         exercise price of $.85 per share, which expire on November 04, 2014.The
         number of shares of common stock  beneficially  owned by Dr. Mittemeyer
         does not include: (a) options to purchase 9,044 shares of common stock,
         granted to Dr.  Mittemeyer  on October  31,  2003 which will vest after
         June  30,  2006 in  equal  monthly  increments  of 566  options  on the
         completion  of each month of service by Dr.  Mittemeyer.  The  exercise
         price of this option is $.18 per share;  (b)  options to purchase  3281
         shares of common stock,  granted to Dr. Mittemeyer on November 04, 2004
         which will vest after June 30, 2006 in equal monthly  increments of 113
         options on the completion of each month of service by Dr. Mittemeyer.

                                       16
<PAGE>

 (14)    Mr. Comer is a director of the Company.  The number of shares of common
         stock that Mr. Comer may be deemed to  beneficially  own includes:  (a)
         options to purchase  15,000 shares of common stock granted to Mr. Comer
         on April 6, 2005,  at an exercise  price of $.85 per share  (which were
         fully vested and  immediately  exercisable on grant and expire on April
         6, 2015);  and (b) options to purchase  2,500  shares of common  stock,
         granted to Mr.  Comer on June 30, 2005,  at an exercise  price of $0.85
         per share (which were fully vested and immediately exercisable on grant
         and expire on June 30, 2015);  (c) options to purchase  2,500 shares of
         common  stock,  granted  to Mr.  Comer on  September  30,  2005,  at an
         exercise  price of  $1.06  per  share  (which  were  fully  vested  and
         immediately  exercisable on grant and expire on September 30,2015); (d)
         options to purchase 2,500 shares of common stock,  granted to Mr. Comer
         on December  31, 2005,  at an exercise  price of $2.15 per share (which
         were fully vested and  immediately  exercisable  on grant and expire on
         December  31,2015);  (e)  options to  purchase  2,500  shares of common
         stock,  granted to Mr. Comer on March 31, 2006, at an exercise price of
         $2.20 per share (which were fully vested and immediately exercisable on
         grant and expire on March 31, 2016.

(15)     Dr.  Simoni is our Acting Vice  President of the Company and  Principal
         Investigator of Research and Development since November,  2002. On July
         13,  2005,  the company  entered  into an Advisory  agreement  with Dr.
         Simoni.  The  agreement  provides for  non-qualified  stock  options to
         purchase 271,528 shares of common stock. The number of shares of common
         stock  that Dr.  Simoni  may be deemed  to  beneficially  own  includes
         options  to  purchase   135,764  shares  of  common  stock  (which  are
         immediately  exercisable or are exercisable within 60 days of April 20,
         2006). Of the remaining  135,764  options,  33,941 options will vest on
         July 13, 2006. The remaining 101,823 options will vest in equal monthly
         increments  of 2828 options on the  completion of each month of service
         by Dr.  Simoni.  The exercise price of all of Dr.  Simoni's  options is
         $0.18 per share. The options will expire on July 13, 2015.

(16)     For purposes of determining the number of shares  beneficially owned by
         directors and executive  officers as a group,  any shares  beneficially
         owned by more than one director or officer are counted only once.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

VOTING AGREEMENT

         In order to induce Meyers  Associates,  L.P. to act as placement  agent
for our October 2004 private placement,  Mr. Nino (Vice Chairman of the Board of
the Company),  Nino Partners and Biogress  entered into a voting agreement dated
as of July 15, 2004,  under which Mr. Nino, Nino Partners and Biogress agreed to
vote   all  of   their   respective   shares   in  the   same   manner   as  the
majority-in-interest  of stockholders who are also our executive  officers,  and
their successors,  expressly including Dr. Bollon, on all matters submitted to a
vote of our stockholders. The voting agreement expires on October 27, 2006.

STOCKHOLDERS AGREEMENT

         On October 31, 2003,  we entered into a  stockholders'  agreement  with
each of Texas Tech,  Dr. Bollon (the Chairman of the Board,  President and Chief
Executive Officer of the Company),  Mr. Nino, Biogress and Nino Partners,  under
which we  granted  to each of such  stockholders  a right of  first  offer  with
respect to all future sales of any shares of our common stock or our convertible
securities.  Each of these  stockholders  waived their right of first offer with
respect to our October 2004 private placement. In addition, we granted each such
stockholder  "piggyback  registration  rights" in  connection  with any proposed
registration  of shares of our common  stock  (other  than in an initial  public
offering).

FOUNDER'S STOCK PURCHASE AGREEMENTS

         Between   February   4,  2002  and   October   31,   2003,   our  Texas
predecessor-in-interest, HemoBioTech, issued an aggregate of 6,896,818 shares of
its  common  stock  in  exchange  for the  services  of  each  of the  following
individuals as follows:

                  o        217,223  shares of common stock,  having an aggregate
                           estimated fair value of  approximately  $1,000,  were
                           issued to Biogress,  LLC, an affiliate of Dr.  Bollon
                           and Mr.  Nino.  These  shares  were issued in partial
                           payment  of  the  interim   business  and   strategic
                           planning,  financial planning,  e-mail management and
                           maintenance   support  and   organizational   support
                           services rendered to us in accordance with our Master
                           Services   Agreement  with   Biogress,   under  which
                           Biogress  also  received a fixed fee of  $20,000  per
                           month  in  partial  payment  of these  services.  The
                           aggregate



                                       17
<PAGE>

                           value  of  Biogress'  services  to us  was  $181,000,
                           approximately   $1,000  of  which  was  paid  by  the
                           issuance  of 217,223  shares of common  stock and the
                           $180,000  of which was  evidenced a  promissory  note
                           that we  issued to  Biogress,  of which  $75,000  was
                           repaid  out  of the  proceeds  of  our  October  2004
                           private  placement  and the  remainder  of which  was
                           forgiven by Biogress as of July 1, 2004.  Dr. Bollon,
                           our  Chairman  of  the  Board,  President  and  Chief
                           Executive Officer, and Mr. Nino, our Vice Chairman of
                           the Board, are the sole owners of Biogress.  For more
                           details  about  the  compensation  paid to  Biogress,
                           please see "Master Services  Agreement with Biogress"
                           below.

                  o        977,502  shares of common stock,  having an aggregate
                           estimated fair value of  approximately  $2,000,  were
                           issued  to Dr.  Bollon  in April,  2003,  in  partial
                           payment of services  he rendered to us in  connection
                           with   management,   organization,   and  development
                           services that he rendered to us under his  employment
                           agreement,  under which Dr.  Bollon was also entitled
                           receive a base salary and certain options.

                  o        217,223  shares of common stock,  having an aggregate
                           estimated fair value of  approximately  $1,000,  were
                           issued to Ascend Mobility,  an affiliate of Mr. Nino.
                           These  shares  were  issued  in  partial  payment  of
                           operation,    organization    support,    web    site
                           development,  web  hosting  and  e-mail  and  monthly
                           technical   support   services   rendered  to  us  in
                           accordance  with our Master  Services  Agreement with
                           Ascend  Mobility,  under which Ascend  Mobility  also
                           received a fixed fee of $150,000  in partial  payment
                           of these  services.  The  aggregate  value of  Ascend
                           Mobility's  services  to us was  $175,000,  of  which
                           $1,000 was paid by the issuance of 217,223  shares of
                           common stock and $174,000 of which was evidenced by a
                           promissory  note that we  issued to Ascend  Mobility,
                           which  was  paid in full out of the  proceeds  of our
                           October 2004 private  placement.  Mr. Nino,  our Vice
                           Chairman  of the  Board,  is the  Founder  of  Ascend
                           Mobility.  For more  details  about the  compensation
                           paid to Ascend Mobility,  please see "Master Services
                           Agreement with Ascend Mobility" below.

                  o        1,086,113 shares of common stock, having an aggregate
                           estimated fair value of  approximately  $2,000,  were
                           issued to Mr. Nino for  services  that he rendered to
                           us  as  our  former  President  and  Chief  Executive
                           Officer  under  his  previous  employment  agreement,
                           under which Mr.  Nino was also  entitled to receive a
                           base  salary.  The  aggregate  value  of  Mr.  Nino's
                           services   to   us   was   approximately    $125,000,
                           approximately   $2,000  of  which  was  paid  by  the
                           issuance of 1,086,113  shares of common stock and the
                           remainder of which was evidenced by a promissory note
                           that we issued to Mr. Nino in the principal amount of
                           $150,000.   On  July  15,  2004,   Mr.  Nino  forgave
                           repayment of this entire note.

                  o        2,715,280 shares of common stock, having an aggregate
                           estimated fair value of  approximately  $5,000,  were
                           issued to Nino  Partners,  an  affiliate of Mr. Nino,
                           for business plan  development  services  rendered to
                           us.  These  services  were  valued  at  approximately
                           $5,000. Mr. Nino, our Vice Chairman,  is the Managing
                           Member of Nino Partners.

                  o        651,669  shares of common stock,  having an aggregate
                           estimated fair value of  approximately  $1,250,  were
                           issued to Evline Nino,  the mother of Mr.  Nino,  our
                           Vice Chairman,  for administrative  services rendered
                           in connection with the development and preparation of
                           our  predecessor-in-interest's  business plan.  These
                           services were valued at approximately $1,250.

                  o        217,224  shares of common stock,  having an aggregate
                           estimated  fair  value of  approximately  $400,  were
                           issued to Munir Nino,  the brother of Mr.  Nino,  our
                           Vice  Chairman,   for  administrative  and  valuation
                           services  rendered in connection with the development
                           and  preparation  of  our   predecessor-in-interest's
                           business   plan.   These   services  were  valued  at
                           approximately $400.

                  o        135,765  shares of common stock,  having an aggregate
                           estimated  fair  value of  approximately  $250,  were
                           issued to Marlin Nino,  the sister of Mr.  Nino,  our
                           Vice  Chairman,   for  business  consulting  services
                           rendered to us in connection with the development and
                           preparation   of   our   predecessor-in-   interest's
                           business   plan.   These   services  were  valued  at
                           approximately $250.

                                       18
<PAGE>

                  o        678,820  shares of common stock,  having an aggregate
                           estimated fair value of  approximately  $1,000,  were
                           issued to Texas Tech, our exclusive licensor,  and we
                           agreed  to fund  $1.2  million  to Texas  Tech over a
                           four-year  period,   following  the  receipt  of  FDA
                           approval of HemoTech,  if ever, to support efforts to
                           develop   and   commercialize    other   Texas   Tech
                           technologies,  in order to induce Texas Tech to enter
                           into the license agreement and in lieu of any royalty
                           payments,   license   fees   or   sublicensing   fees
                           thereunder.

         On October 31, 2003,  Ascend,  Evline Nino,  Munir Nino and Marlin Nino
transferred  their respective  shares to Nino Partners.  On October 31, 2003, we
entered into separate  founder's  stock purchase  agreements  with each of Texas
Tech, Dr. Bollon, Mr. Nino, Biogress and Nino Partners, under which we issued an
aggregate of 6,896,818  shares of our common stock in exchange for the 6,896,818
shares of common stock of HemoBioTech, our Texas  predecessor-in-interest,  held
by Texas Tech, Dr.  Bollon,  Mr. Nino,  Nino Partners and Biogress.  Under these
founder's stock purchase agreements,  such stockholders granted to us a right of
first refusal with respect to the proposed sale by any such  stockholder  of any
shares  of our  common  stock  held by such  stockholders.  Such  right of first
refusal  terminates  on the first sale of our common  stock  under an  effective
registration  statement. In addition, each of these stockholders agreed that, in
connection  with any  registration  of our  securities in which their shares are
included for resale, it would not sell or otherwise dispose of its shares of our
common  stock for a period of up to 180 days  following  the  effective  date of
registration,  if so  requested  by us or by any  underwriter  involved  in such
registration.

PLACEMENT AGENT NOTE

         Prior to the commencement of our October 2004 private placement, Meyers
Associates,  L.P.,  the  placement  agent in  connection  with our October  2004
private  placement,  issued to us a promissory  note in the principal  amount of
$30,000 in exchange for our issuance to Meyers Associates of 3,000,000 shares of
our common stock,  which number of shares was equal to 30% of our capitalization
immediately  prior to the completion of our October 2004 private  placement.  We
agreed to sell shares to Meyers  Associates in exchange for the promissory  note
in order to induce  Meyers  Associates  to serve as our  placement  agent in our
October 2004 private placement and in certain possible future offerings.

         In accordance  with the terms of the  promissory  note,  such 3,000,000
shares will vest and be issued to Meyers Associates as follows: (A) 1,500,000 of
such shares, or 50%, have vested and have been issued to Meyers Associates,  and
$15,000  principal  amount of the  promissory  note,  plus  accrued  but  unpaid
interest thereon,  has become due and payable as a result (according to a letter
from Meyers  Associates,  dated  December  27,  2004,  but  received by us after
January 18, 2005, however,  Meyers Associates  allocated 900,000 of these shares
to  itself,  375,000  of  these  shares  to  Bruce  Meyers,  Meyers  Associates'
President,  225,000 of these  shares to Imtiaz  Khan,  Meyers  Associates'  Vice
President).  In a letter  dated  February  6, 2006,  Meyers  Associates  further
allocated its 900,000 shares as follows:  (i) 537,500 to itself; (ii) 100,000 to
Bruce Meyers, Meyers Associates President;  (iii) 100,000 to Imtiaz Khan, Meyers
Associates  Vice President;  (iv) 162,500 to individuals  not  affliliated  with
Meyers Associates;  (B) an additional 500,000 shares, or 16.6%, will vest and be
issued to Meyers  Associates  on our  completion of a financing  transaction  in
which Myers  Associates  represents  us on or before May 13, 2006,  resulting in
gross  proceeds to us of not less than  $2,000,000,  at which time an additional
$5,000  principal  amount of the  promissory  note,  plus any accrued but unpaid
interest thereon, will become due and payable as a result; and (C) an additional
1,000,000 shares, or 33.3%, will vest on our completion of a separate  financing
transaction in which Myers  Associates  represents us on or before May 13, 2006,
resulting in gross proceeds to us of not less than $6,000,000,  at which time an
additional $10,000 principal amount of the promissory note, plus any accrued but
unpaid interest thereon, will become due and payable as a result.

         The  promissory  note bears  interest  at a rate of 4% per annum and is
payable in accordance with the schedule  described  above, but in no event later
than August 20, 2005. $15,000 of the  above-mentioned  note was paid at the time
of the Private  Placement.  In the event of a default under the promissory  note
that is not cured  within the  applicable  cure  period and in the event  Meyers
Associates fails to complete any financing referred to in clauses (B) and (C) in
the immediately preceding paragraph within the time period set forth above, then
in each such case the shares of our  common  stock  that  would  otherwise  have
vested in Meyers  Associates  had such  default or  failure  not  occurred  will
immediately be forfeited and the principal amount of the promissory note will be
reduced in an amount  corresponding to the value of such shares. In the event we
fail to give Meyers  Associates the  opportunity to exercise a required right of
first  refusal  with  respect to any future  offering,  the shares of our common
stock that would  otherwise have vested on  consummation of such future offering
will vest immediately in accordance with schedule  described above on payment by
Meyers  Associates  of the  outstanding  principal  and any  accrued  but unpaid
interest on the  promissory  note  corresponding  to such  shares.  In the event
Meyers  Associates  is given  the  opportunity  to  exercise  the right of first
refusal  with respect to any future  offering but fails to exercise  such right,
then the  shares  of our  common  stock  that  would  otherwise  have  vested on
consummation  of


                                       19
<PAGE>

such future  offering  will be forfeited  immediately  and the  then-outstanding
principal balance of the promissory note corresponding to such shares,  together
with any accrued but unpaid interest thereon, will be cancelled immediately.

ISSUANCE OF WARRANT TO MEYERS ASSOCIATES.

         In connection with our October 2004 private  placement,  we also issued
to Meyers  Associates  a warrant to purchase  up to an  aggregate  of  2,382,372
shares of our common  stock at an  exercise  price of $0.90 per share,  which we
issued to Meyers  Associates  on the  consummation  of our October  2004 private
placement  in partial  payment of  placement  agent  services  rendered to us in
connection with our October 2004 private  placement.  According to a letter from
Meyers  Associates,  dated December 27, 2004, but not received by us until after
January 18, 2005, and a letter dated February 2005,  however,  Meyers Associates
allocated these warrants to certain parties for consulting, assisting or selling
the October 2004 Private  Placement.  During  December 2005,  Meyers  Associates
further allocated its warrants.  As of April 20, 2006, this warrant  information
is as follows:

                  o        787,960 of these warrants to itself. As the President
                           of Meyers  Associates,  Bruce Meyers holds the voting
                           and  dispositive  power with respect to the shares of
                           our common stock owned by Meyers Associates;

                  o        690,888  of  these  warrants  to Mr.  Meyers,  Meyers
                           Associates' President;

                  o        441,180  of these  warrants  to Imtiaz  Khan,  Meyers
                           Associates' Vice President;

                  o        44,118  warrants to Dr. Lawrence  Helson,  one of our
                           consultants  and a  consultant  to Meyers  Associates
                           during our October 2004 private placement;

                  o        19,411 warrants to Michael Hamblett,  an affiliate of
                           Starboard   Capital   Markets,   LLC,  a   registered
                           broker-dealer  and member of the  selling  group that
                           assisted  Meyers   Associates  in  our  October  2004
                           private placement;

                  o        97,059 warrants to Max Communications, Inc., a member
                           of the selling group that assisted Meyers  Associates
                           in  our  October  2004  private  placement.   As  the
                           President  of  Max   Communications,   Inc.,  Richard
                           Molinsky holds the voting and dispositive  power with
                           respect to the shares of our common stock issuable to
                           Max Communications on exercise of these warrants;

                  o        8,824 warrants to Starboard  Capital Markets,  LLC, a
                           registered  broker-dealer  and member of the  selling
                           group that assisted Meyers  Associates in our October
                           2004 private  placement.  As the Managing Director of
                           Starboard Capital,  James Dotzam holds the voting and
                           dispositive  power with  respect to the shares of our
                           common  stock   issuable  to  Starboard   Capital  on
                           exercise of these warrants; and

                  o        the  remainder to certain other  officers,  employees
                           and affiliates of Meyers Associates,  all of whom are
                           individuals.

FORFEITURE OF COMMON STOCK

         Under a forfeiture agreement, dated as of July 15, 2004, by and between
us and Nino Partners,  Nino Partners, of which Mr. Nino, one of our founders and
our  current  Vice  Chairman  of the  Board,  is  Managing  Member,  irrevocably
forfeited  1,086,113  shares of our common stock which it owned.  Such forfeited
shares  were  cancelled,  deposited  into our  treasury  account  and have  been
re-allocated as part of our authorized but unissued shares of common stock. Nino
Partners agreed to enter into the forfeiture agreement in order to induce Meyers
Associates  to serve as  placement  agent in  connection  with our October  2004
private placement.

MASTER SERVICE AGREEMENT WITH ASCEND MOBILITY, INC.

         On January 30, 2002, we entered into a master  service  agreement  with
Ascend Mobility,  Inc., under which Ascend agreed to provide certain management,
technology,  organization, financial and strategic growth consulting services to
us in exchange for a fee of $150,000  and the issuance of 217,223  shares of our
common stock, having an aggregate


                                       20
<PAGE>

estimated fair value of approximately  $1,000. Ascend is an affiliate of Ghassan
Nino,  our Vice  Chairman of the Board.  Under the terms of the master  services
agreement,  Ascend  agreed  not  to  use or  disclose  any  of our  confidential
information  at any time. On October 31, 2003,  Ascend  contributed  its 217,223
shares of our common stock,  together with a related resale  obligation,  to its
affiliate,  Nino  Partners,  of which  Ghassan Nino is the manager and principal
member.  This call right  entitles  us to  repurchase  from Nino  Partners up to
108,611  shares of our common stock held by Nino Partners at a repurchase  price
of $2.20 per share at such time as we complete an equity  financing having gross
proceeds to us of at least $8.0 million, if ever. We irrevocably waived our call
right in  connection  with our October  2004  private  placement  and all future
offerings consummated by us.

         On April 8, 2003,  the parties  entered into an amended  master service
agreement, under which Ascend agreed to provide certain web site development and
hosting and e-mail  maintenance and monthly  technical support in exchange for a
fixed fee of $2,000  per month for an  initial  period of one year  (subject  to
automatic  renewals unless terminated by either party on at least 30 days' prior
written  notice),  commencing as of April 8, 2003.  The parties  terminated  the
original master service agreement as of October 1, 2003. On October 31, 2003, we
issued to Ascend a 5% subordinated  convertible promissory note in the principal
amount of $174,000  evidencing our obligation to pay such fees. The  convertible
promissory  note was  initially  due and payable on December 31,  2003,  but the
maturity  date of such  note  was  extended  to the  consummation  of the  first
$2,500,000  of our  October  2004  private  placement,  under an  extension  and
repayment agreement,  dated as of July 15, 2004. We repaid this note in full out
of the  proceeds of our October  2004 private  placement.  On July 15, 2004,  we
terminated the master service agreement with Ascend.

MASTER SERVICE AGREEMENT WITH BIOGRESS, LLC

         On April 14, 2003,  we entered  into a master  service  agreement  with
Biogress,  LLC,  under  which  Biogress  agreed to provide  certain  management,
technology,  organization, financial and strategic growth consulting services to
us in exchange  for a fixed fee of $20,000  per month and 217,223  shares of our
common stock, having an aggregate estimated fair value of approximately  $1,000.
Ghassan Nino and Arthur Bollon are the sole equity owners of Biogress. Under the
terms of the master services  agreement,  Biogress agreed not to use or disclose
any of our confidential  information at any time. These shares were subject to a
call right which entitles us to repurchase from Biogress up to 108,611 shares of
our common  stock held by Biogress at a  repurchase  price of $2.20 per share at
such time as we complete an equity  financing  having gross proceeds to us of at
least $8.0 million, if ever. This call right expired on December 31, 2004.

         On October 1, 2003, the parties  entered into an amended master service
agreement,  under which Biogress agreed to provide certain web site  development
and hosting and e-mail maintenance and monthly technical support in exchange for
a fixed fee of $60,000 per year for an initial  period of two years  (subject to
automatic  renewals unless terminated by either party on at least 90 days' prior
written  notice),  commencing  as of October 1, 2003.  On October 31,  2003,  we
issued  to  Biogress  a 5%  subordinated  convertible  promissory  note  in  the
principal  amount of $180,000  evidencing  our  obligation to pay such fees. The
convertible  promissory note was initially due and payable on December 31, 2003,
but the  maturity  date of such note was  extended  to the  consummation  of our
October 2004 private  placement,  under an extension and forbearance  agreement,
dated  as of July  15,  2004.  Biogress  may  from  time to  time,  in its  sole
discretion,  convert  all or a portion  of its note into  shares of our  capital
stock of the same class or series  issued by us in an equity  financing in which
we sell and issues shares of preferred stock and obtain aggregate proceeds of at
least $1.0 million.

         We repaid $75,000 of the convertible  promissory note issued out of the
proceeds of our October 2004 private placement. under the terms of the extension
and forbearance agreement,  Biogress agreed to forgive and forbear the remaining
$105,000  of the  convertible  promissory  note we  issued to  Biogress  and all
accrued but unpaid  interest on the note. On July 15, 2004,  we  terminated  the
master service agreement with Biogress.

         We believe  the terms of each of the  agreements  listed  above in this
"Certain  Relationships  and  Related  Transactions"  section  were on  terms as
favorable as could have been obtained from unrelated third parties.

INDEMNIFICATION AGREEMENTS

         The Company has entered into  indemnification  agreements  with each of
Mr. Nino, Dr. Bollon, Mr. Haeussler,  Mr. Baron, Dr.  Mittemeyer,  Mr. Rosenblum
and Mr.  Comer under which it has agreed to indemnify  each of such  individuals
from and  against  all claims  that may be brought  against  them as a result of
their position as a member of our Board of Directors.

                                       21
<PAGE>


ITEM 13. EXHIBITS

EXHIBIT NO.   DESCRIPTION OF EXHIBIT
-----------   ----------------------

3.1          Certificate of Incorporation of HemoBioTech, Inc. (1)

3.2          Certificate of Amendment of the Certificate of Incorporation of
             HemoBioTech, Inc. (1)

3.3          By-Laws of HemoBioTech, Inc. (1)

4.1          Form of Warrant to Purchase Common Stock. (1)

4.2          Form of 10% Convertible Unsecured Promissory Note. (1)

9.1          Voting Agreement, dated as of July 15, 2004, by and among Ghassan
             Nino, Nino Partners, LLC and Biogress LLC, as acknowledged by
             HemoBioTech, Inc. and Arthur Bollon. (1)

Exhibit No.  Description Of Exhibit

10.1         2003 Stock Option/Stock Issuance Plan. (1)

10.2         Registration Rights Agreement, dated as of October 27, 2004,
             between HemoBioTech, Inc. and Meyers Associates, L.P., as agent for
             the purchasers named therein. (1)

10.3         Employment Agreement, dated as of October 6, 2003, by and between
             Arthur Bollon and HemoBioTech, Inc., as amended by Letter
             Agreements, dated as of July 15, 2004, January 3, 2005, and April
             6, 2005, by and between Arthur Bollon and HemoBioTech, Inc. (2)

10.4         Employment Agreement, dated as of December 14, 2003, by and between
             Mario Feola and HemoBioTech, Inc., as amended by a Letter
             Agreement, dated as of July 15, 2004, by and between Mario Feola
             and HemoBioTech, Inc. (1)

10.5         Employment Separation and Release Agreement, dated as of July 15,
             2004, by and between HemoBioTech, Inc. and Ghassan Nino. (1)

10.6         Form of Director and Officer Indemnification Agreements with each
             of Arthur Bollon, Ghassan Nino, Walter Haeussler, Robert Baron,
             Bernard Mittemeyer, Mark Rosenblum and Robert Comer. (1)

10.7         Stockholders Agreement, dated as of October 31, 2003, by and among
             HemoBioTech, Inc., Arthur Bollon, Ghassan Nino, Nino Partners, LLC
             and the other stockholders named therein. (1)

10.8         Service Agreements, dated November 23, 2004, by and between
             HemoBioTech, Inc. and JPM-CEO Partners, Ltd. (1)

10.9         Sponsored Research Agreement, dated July 18, 2002, by and between
             HemoBioTech, Inc. and Texas Tech University Health Sciences
             Center. (3)

+10.10       Stage 2 Sponsored Research Agreement, dated December 13, 2004, by
             and between HemoBioTech, Inc. and Texas Tech University Health
             Sciences Center. (3)

10.11        License Agreement, dated January 22, 2002, by and between
             HemoBioTech, Inc. and Texas Tech University System. (3)

+10.12       Letter Agreement, dated May 14, 2004, by and between HemoBioTech,
             Inc. and Texas Tech University Health Sciences Center. (3)

10.13        Consulting Agreement, dated October 14, 2004, by and between
             HemoBioTech, Inc. and Larry Helson. (1)

                                       22
<PAGE>

10.14        Service Agreement, dated as of May 25, 2004, by and between
             HemoBioTech, Inc. and BioLink Life Sciences, Inc. (1)

10.15        Employment Agreement, dated April 1, 2005, by and between
             HemoBioTech, Inc. and Mark J. Rosenblum. (2)

++10.16      Stage 3 Sponsored Research Agreement, effective as of January 1,
             2006, by and between HemoBioTech, Inc. and Texas Tech University
             Health Sciences Center. (4)

10.17        Advisory Agreement, dated July 13, 2005 by and between HemoBioTech
             and Dr. Jan Simoni.

21.1         Subsidiaries of HemoBioTech, Inc. (1)

31.1         Certification of Principal Executive Officer.

31.2         Certification of Principal Financial Officer.

Exhibit No.  Description Of Exhibit

32.1         Section 1350 Certification of Principal Executive Officer and
             Principal Financial Officer. (5)

+    Portions of this document have been omitted pursuant to an order granting
     confidential treatment issued by the Commission on May 11, 2005, under Rule
     406 of the Securities Act of 1933, as amended.

++   Portions of this document have been omitted pursuant to a request for
     confidential treatment pursuant to Rule 24b-2 under the Securities Exchange
     Act of 1934, as amended.

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form SB-2 (Commission File No. 333-122097) filed with the Commission on
     January 18, 2005.

(2)  Incorporated by reference to Amendment No. 1 to the Registrant's
     Registration Statement on Form SB-2 (Commission File No. 333-122097) filed
     with the Commission on April 15, 2005.

(3)  Incorporated by reference to Amendment No. 2 to the Registrant's
     Registration Statement on Form SB-2 (Commission File No. 333-122097) filed
     with the Commission on May 13, 2005.

(4)  Incorporated by reference to the Registrant's Current Report on Form 8-K
     filed with the Commission on January 20, 2006.

(5)  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     filed with the Commission on March 30, 2006.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES

         The  following  table shows the fees paid or accrued by the Company for
audit and other  services  provided by Eisner  LLP,  the  Company's  independent
registered  public  accounting  firm,  for the years ended December 31, 2005 and
2004.

<TABLE>
<CAPTION>
    YEAR       AUDIT FEES (1)      AUDIT-RELATED FEES (2)      TAX FEES (3)       ALL OTHER FEES       TOTAL FEES
<S>                <C>                       <C>                    <C>                 <C>              <C>
    2005           $55,000                   $0                     $0                  -                $55,000
    2004           $25,000                   $0                     $0                  -                $25,000
</TABLE>


(1)      "Audit  Fees"  consist of fees for  professional  services  provided in
         connection with the audit of our financial statements and review of our
         quarterly   financial   statements  and  audit  services   provided  in
         connection with other statutory or regulatory filings.

                                       23
<PAGE>

PRE-APPROVAL POLICIES AND PROCEDURES

         Applicable SEC rules require the Audit  Committee to pre-approve  audit
and non-audit services provided by our independent  registered public accounting
firm. On November 18, 2005, our Audit Committee began pre-approving all services
by Eisner LLP and has pre-approved all new services since that time.

         The Audit Committee pre-approves all audit and non-audit services to be
performed for the Company by its independent  registered public accounting firm.
The Audit  Committee  does not delegate the Audit  Committee's  responsibilities
under the Exchange Act to the  Company's  management.  The Audit  Committee  has
delegated  to the  Chairman  of the  Audit  Committee  the  authority  to  grant
pre-approvals  of  audit  services  of up to  $25,000;  provided  that  any such
pre-approvals  are  required to be  presented  to the full Audit  Committee  for
ratification at its next scheduled  meeting.  The Audit Committee has determined
that the  rendering of the services  other than audit  services by Eisner LLP is
compatible with maintaining Eisner's independence.




                                       24
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1943, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         HemoBioTech, Inc.
                                         (Registrant)

                                         By:

                                         /s/ Arthur P. Bollon
                                         -----------------------------------
                                         Arthur P. Bollon, Ph.D.
                                         Chairman of the Board
                                         President, and Chief Executive Officer
                                         Principal Executive Officer

                                         /s/ Mark  J. Rosenblum
                                         -----------------------------------
                                         Mark  J. Rosenblum, CPA
                                         Chief Financial Officer and Secretary
                                         Principal Financial Officer

Dated: April 28, 2006

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.


<TABLE>
<CAPTION>
          Signatures                             Title                              Date
<S>                                 <C>                                         <C>
/s/ Arthur P. Bollon                Chairman of the Board, President            April 28, 2006
--------------------------------    and Chief Executive Officer
Arthur P. Bollon, Ph.D.


/s/ Mark J. Rosenblum               Chief Financial Officer and                 April 28, 2006
--------------------------------    Secretary
Mark J. Rosenblum, CPA


/s/ Robert Baron                    Director                                    April 28, 2006
--------------------------------
Robert Baron


/s/ Robert Comer                    Director                                    April 28, 2006
--------------------------------
Robert Comer


/s/ Walter Haussler                 Director                                    April 28, 2006
--------------------------------
Walter Haussler, Esq.


/s/ Lt. Gen. Bernhard Mittemeyer    Director                                    April 28, 2006
--------------------------------
Lt. Gen. Bernhard Mittemeyer, M.D.


/s/ Ghassan Nino                    Director                                    April 28, 2006
--------------------------------
Ghassan Nino, CPA, CMA
</TABLE>



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