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| DELAWARE                                      |   | 33-0995817               |   |   |
|-----------------------------------------------|--------|--------------------------|--------|--------|
| (State      or other jurisdiction of          |   | (I.R.S.      Employer    |   |   |
| incorporation      or organization)           |   | Identification      No.) |   |   |
|                                          |   |                     |   |   |
| 5001      SPRING VALLEY RD, SUITE 1040 - WEST |   |                     |   |   |
| DALLAS,      TEXAS                            |   | 75244                    |   |   |
| (Address      of principal executive offices) |   | (Zip      Code)          |   |   |

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EXPLANATORY NOTE

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(b)

| 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)                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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 July15, 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, Bernhard 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      II 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)                                                                                                                                                                                                                                                                                                                                                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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      III Sponsored Research Agreement, effective as of January 1, 2006, by and      between HemoBioTech, Inc.  and Texas  Tech University      Health Sciences Center. (5)                                                                                                                                                                                                                                                                                                                     |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ++10.17          |   | Advisory      agreement dated July 13, 2005 by and between HemoBioTech and Dr. Jan      Simoni. (4)                                                                                                                                                                                                                                                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ++10.18          |   | Stage      IV Sponsored Research Agreement, effective as of January 1, 2007, by and between      HemoBioTech, Inc. and Texas Tech University Health Sciences      Center.                                                                                                                                                                                                                                                                                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.1             |   | Subsidiaries      of HemoBioTech, Inc. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.1             |   | Certification      of Principal Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.2             |   | Certification      of Principal Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.1             |   | Section      1350  Certification of Principal Executive Officer and Principal      Financial Officer (6)                                                                                                                                                                                                                                                                                                                                                                                                       |

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|                                       |   | HemoBioTech,      Inc.                                            |
|--------------------------------------------|--------|-------------------------------------------------------------------|
|                                       |   | (Registrant)                                                      |
| By:                                        |   |                                                              |
| /s/      MARK J. ROSENBLUM                 |   | /s/      ARTHUR P. BOLLON, PH.D.                                  |
| Mark      J. Rosenblum                     |   | Arthur      P. Bollon, Ph.D.                                      |
| Chief      Financial Officer and Secretary |   | Chairman      of the Board, President and Chief Executive Officer |
| Principal      Financial Officer           |   | Principal      Executive Officer                                  |
|                                       |   |                                                              |
| Dated:      August 13, 2008                |   |                                                              |

| Signatures                         |   | Title                                 |   | Date                 |
|------------------------------------|--------|---------------------------------------|--------|----------------------|
| /s/      ARTHUR P. BOLLON, PH.D.   |   | Chairman      of the Board, President |   | August      13, 2008 |
| Arthur      P. Bollon, Ph.D.       |   | and      Chief Executive Officer      |   |                 |
|                               |   |                                  |   |                 |
| /s/      MARK J. ROSENBLUM         |   | Chief      Financial Officer and      |   | August      13, 2008 |
| Mark      J. Rosenblum             |   | Secretary                             |   |                 |
|                               |   |                                  |   |                 |
| /s/      ROBERT BARON              |   | Director                              |   | August      13, 2008 |
| Robert      Baron                  |   |                                  |   |                 |
|                               |   |                                  |   |                 |
| /s/      ROBERT COMER              |   | Director                              |   | August      13, 2008 |
| Robert      Comer                  |   |                                  |   |                 |
|                               |   |                                  |   |                 |
| /s/      BERNHARD MITTEMEYER, M.D. |   | Director                              |   | August      13, 2008 |
| Bernhard      Mittemeyer, M.D.     |   |                                  |   |                 |
|                               |   |                                  |   |                 |
| /s/      GHASSAN NINO, C.P.A, CMA  |   | Director                              |   | August      13, 2008 |
| Ghassan      Nino, C.P.A, CMA      |   |                                  |   |                 |

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