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

                                   FORM 10-QSB


                                   (Mark one)

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                                       OR
     |_| 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 000-51334

                                HEMOBIOTECH, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)


                  DELAWARE                               33-0995817

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




         14221 DALLAS PARKWAY Ste. 1500
                  DALLAS, TEXAS                              75254
     (Address of principal executive offices)             (Zip  Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

As of August 11, 2005, the registrant had outstanding 10,093,550 shares of
Common stock, $0.001 par value per share.

Transitional Small Business Disclosure Format (check one):
Yes [_] No [X]

<PAGE>


                                HEMOBIOTECH, INC.
                          (a development stage company)


                                TABLE OF CONTENTS


                                                                            Page


PART I -- FINANCIAL INFORMATION .............................................. 2

ITEM I. -- Financial Statements .............................................. 2

Condensed Balance Sheets ..................................................... 2

Condensed Statements of Operations ........................................... 3

Condensed Statements of Changes In Stockholders' Equity ...................... 4

Condensed Statements of Cash Flows ........................................... 5

Condensed Notes to Financial Statements ...................................... 6

ITEM 2. Management's Discussion and Analysis or Plan of Operations ...........11

ITEM 3. Controls and Procedures ..............................................15

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

Item 1. Legal Proceedings ....................................................16

Item 3. Defaults Upon Senior Securities ......................................16

Item 6. Exhibits .............................................................16

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

<PAGE>

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements. Forward-looking statements are those that
predict or describe future events or trends and that do not relate solely to
historical matters. You can generally identify forward looking statements as
statements containing the words "believe," "expect," "will," "anticipate,"
"intend," "estimate," "project," "assume" or other similar expressions, although
not all forward-looking statements contain these identifying words. All
statements in this report regarding our future strategy, future operations,
projected financial position, estimated future revenues, projected costs, future
prospects, and results that might be obtained by pursuing management's current
plans and objectives are forward-looking statements. You should not place undue
reliance on our forward-looking statements because the matters they describe are
subject to known and unknown risks, uncertainties and other unpredictable
factors, many of which are beyond our control. Our forward-looking statements
are based on the information currently available to us and speak only as of the
date on which this report was filed with the Securities and Exchange Commission
(the "SEC"). We expressly disclaim any obligation to issue any updates or
revisions to our forward-looking statements, even if subsequent events cause our
expectations to change regarding the matters discussed in those statements. Over
time, our actual results, performance or achievements will likely differ from
the anticipated results, performance or achievements that are expressed or
implied by our forward-looking statements, and such difference might be
significant and materially adverse to our stockholders. Many important factors
that could cause such a difference are described under the caption "Risk
Factors" in our registration statement on Form SB-2 (as amended), filed with SEC
on May 13, 2005, all of which you should review carefully. Please consider our
forward-looking statements in light of those risks as you read this report.

<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

                                HEMOBIOTECH, INC.
                          (a development stage company)

                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                                  JUNE 30,               DECEMBER
                                                                                                    2005                    31,
                                                                                                 (Unaudited)                2004
                                                                                                 -----------            -----------
<S>                                                                                              <C>                    <C>
ASSETS:
CURRENT ASSETS:
    Cash                                                                                         $ 2,516,443            $ 3,086,000
    Prepaid Expenses                                                                                 143,122                110,000
                                                                                                 -----------            -----------

             Total Current Assets                                                                  2,659,565              3,196,000


    Equipment, net                                                                                    10,250                  3,000
    Debt financing costs, net of amortization of
    $705,280 in 2005 and $193,000 in 2004                                                            318,120                830,000
                                                                                                 -----------            -----------
                                                                                                 $ 2,987,935            $ 4,029,000
                                                                                                 ===========            ===========




LIABILITIES:
CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                                        $   201,414            $   132,000
    Accrued interest payable                                                                         151,798                 47,000
    Convertible notes payable, net debt discount of $279,134 in
      2005 and $703,000 in 2004                                                                    1,970,866              1,547,000
                                                                                                 -----------            -----------

          Total current liabilities                                                              $ 2,324,078            $ 1,726,000
                                                                                                 ===========            ===========



STOCKHOLDER'S EQUITY:

Common stock, $0.01 par value, 55,000,000 shares authorized,
10,093,550 shares issued and outstanding as of June 30, 2005
and December 31, 2004                                                                            $    10,000            $    10,000

Additional paid-in capital                                                                         4,424,500              4,417,000

Unearned compensation                                                                                 (9,366)               (13,000)

Deficit accumulated during the development stage                                                  (3,761,277)            (2,111,000)
                                                                                                 -----------            -----------

          Total Stockholders' equity                                                             $   663,857            $ 2,303,000
                                                                                                 -----------            -----------

                                                                                                 $ 2,987,935            $ 4,029,000
                                                                                                 ===========            ===========
</TABLE>


                  See Notes to Condensed Financial Statements.

                                        2
<PAGE>

                                HEMOBIOTECH, INC.
                          (a development stage company)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                                         October 31, 2001(Inception
                                        Three Months Ended June 30          Six Months Ended June 30         through June 30 2005
                                        --------------------------          ------------------------         --------------------
<S>                                      <C>               <C>            <C>                <C>                   <C>
Revenue

   Operating Expenses:                    2005               2004          2005                2004
                                          ----               ----          ----                ----

   Research and development              $47,324           $115,000       $76,150            $115,000              $336,150

   General and administrative            338,940            155,369       561,382             296,828             2,001,382

         Interest Expense                517,574              5,460     1,040,473              10,920             1,460,473

         Interest Income                 (16,114)                 0       (27,728)                  0               (36,728)



             Net Loss                  $(887,724)         $(275,829)   (1,650,277)          (422,748)           $(3,761,277)
                                       ==========         ==========   ===========          =========           ============


   Basic and diluted loss per             $(0.09)            $(0.04)        $(.16)             $(.06)
         common share                     -------            -------        ------             ------

Weighted average number of
   shares outstanding
         basic and diluted            10,093,550          6,956,555    10,093,550          6,926,821
                                      ----------          ---------    ----------          ---------
</TABLE>



                  See Notes to Condensed Financial Statements.

                                        3
<PAGE>


                               HEMOBIOTECH, INC.
                         (a development stage company)

            CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                                          DEFICIT
                                                                                                        ACCUMULATED
                                                                         ADDITIONAL                     DURING THE
                                            COMMON                        PAID -IN        UNEARNED      DEVELOPMENT
                                            SHARES         AMOUNT          CAPITAL      COMPENSATION       STAGE           TOTAL
                                         -----------     -----------     -----------    ------------    -----------     -----------
<S>                                       <C>            <C>             <C>            <C>             <C>             <C>
BALANCE - DECEMBER 31,
2004                                      10,093,550     $    10,000     $ 4,417,000    $   (13,000)    $(2,111,000)    $ 2,303,000

Net Loss for the period                                                                                  (1,650,277)     (1,650,277)

Amortization - Stock based
Compensation                                                                                  3,634                           3,634
Estimated
fair value of
vested options
granted
to Board of Advisors                                                           7,500                                          7,500
                                         -----------     -----------     -----------    -----------     -----------     -----------
BALANCE - JUNE 30, 2005                   10,093,550     $    10,000     $ 4,424,500    $    (9,366)    $(3,761,277)    $   663,857
                                         -----------     -----------     -----------    -----------     -----------     -----------
</TABLE>


                  See Notes to Condensed Financial Statements.

                                        4
<PAGE>

                                HEMOBIOTECH, INC.
                          (a development stage company)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                                                    OCTOBER  3, 2001
                                                                                   SIX MONTHS ENDED JUNE 30,           (INCEPTION)
                                                                                                                        THROUGH
                                                                                  2005                2004            JUNE 30, 2005
                                                                              ------------         ------------     ----------------
<S>                                                                           <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                   $(1,650,277)         $  (422,748)         $(3,761,277)
   Adjustments to reconcile net loss to net cash used in
         operating activities:
               Estimated fair value of options,
                     compensatory stock & related
                     amortization                                                  10,439              115,000              160,439
               Notes issued for services -- related party                                                                   354,000
               Expenses paid by stockholder                                          --                   2700               14,000
               Amortization of deferred offering costs                            511,680                                   704,680
               Amortization of debt discount                                      423,606                                   575,606
               Depreciation                                                           520                                       520
               Contribution of salary                                                                                        11,000
               Changes in:
                     Accounts payable and accrued expenses                         71,122              294,128              917,122
                     Accrued interest                                             105,012               10,920              177,012
                     Prepaid expenses                                             (33,809)                                 (143,809)
         Net cash used in operating activities                                   (561,707)                   0             (990,707)
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                              (7,850)                                  (10,850)
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock and debt                                                                    3,767,000
   Payment of notes                                                                                                        (249,000)
         Net cash provided by financing activities                                                                        3,518,000
INCREASE (DECREASE) IN CASH                                                      (569,557)                   0            2,516,443
Cash -- beginning of period                                                     3,086,000                    0                    0
CASH -- END OF PERIOD                                                         $ 2,516,443          $         0          $ 2,516,443
SUPPLEMENTARY NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Accrued salary exchanged for note                                                                                    $   150,000
   Employees/stockholders contribution of salary                                                                        $   564,000
   Stockholders contribution of convertible note payable
         and related interest                                                                                           $   280,000
</TABLE>


                  See Notes to Condensed Financial Statements.

                                        5
<PAGE>

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A -- THE COMPANY

Hemobiotech, Inc. (the "Company" refers to Hemobiotech, Inc. or its predecessor
entity) (a development stage company) was incorporated on October 13, 2003 under
the laws of Delaware. In December 2003, HemoBioTech, Inc., a Texas corporation,
was merged with and into the Company. The accompanying financial statements
include the predecessor operations of the Texas Corporation from its inception
on October 3, 2001. The historical basis of accounting was carried over in the
merger, including the deficit accumulated in the development stage. The Company
is researching and developing human blood substitute patented technology
licensed exclusively from Texas Tech University Health Service Center ("TTU")
(Note C). The Company is in the development stage and its efforts have been
principally devoted to capital raising, organizational infrastructure
development and research and development.

NOTE B -- BASIS OF PRESENTATION

The interim financial statements presented are unaudited but in the opinion of
management, have been prepared in conformity with accounting principles
generally accepted in the United States of America applied on a basis of
consistent with those of the annual financial statements. Such interim financial
statements reflect all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation of the financial position and the results of
operations for the interim periods presented. The results of operations for the
interim periods presented are not necessarily indicative of the results to be
expected for the full fiscal years. The interim financial statements should be
read in connection with the audited financial statements for the year ended
December 31, 2004.

The financial statements have been prepared assuming that the Company will
continue as a going concern which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The Company has
incurred cumulative losses of $3,761,277 for the period through June 30, 2005
and has been dependent on funding operations through the issuance of convertible
debt and private sale of equity securities. At June 30, 2005 cash amounted to
approximately $2,516,000. Management believes that current cash resources will
be insufficient to repay convertible notes in October 2005 and fund operations
for the next twelve months. Management intends to seek to meet its future cash
requirements through one or more public or private equity offerings or debt
financings and by monitoring and reducing expenditures. However, we may be
unable to obtain any required additional financing on terms favorable to us, if
at all, and we may be unable to achieve sufficient reduction in our
expenditures. If adequate funds are not available on acceptable terms, we will
be unable to fund our expansion, successfully promote our brand, develop our
products and respond to competitive pressures or take advantage of acquisition
opportunities, any of which would have a material adverse effect on our
business. If we raise additional funds through the issuance of equity
securities, our stockholders may experience dilution of their ownership
interest, and the newly-issued securities may have rights superior to those of
our common stock. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

NOTE C -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] LOSS PER COMMON SHARE:

Basic and diluted loss per common share is based on the net loss divided by the
weighted average number of common shares outstanding during the period. No
effect has been given to outstanding potential common shares such as options,
warrants and convertible instruments in the diluted computation as their effect
would be antidilutive.

[2] STOCK -BASED COMPENSATION:

As permitted under SFAS No. 148, "Accounting for Stock-Based Compensation --
Transition and Disclosure," which amended SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company has elected to continue to follow the
intrinsic value method in accounting for stock-based employee compensation
arrangements as defined by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25") and related
interpretations. Under the provisions of APB No. 25, compensation cost for stock
options is measured as the excess, if any, of the fair price of the Company's
common stock at the date of the grant over the amount an employee must pay to
acquire the stock. If the Company had applied the fair value recognition
provision of SFAS No. 123 to stock-based employee compensation, the effect on
net loss and net loss per share would have been as follows:

                                        6
<PAGE>


                                                           THREE MONTHS ENDED
                                                                 JUNE 30,
                                                           ------------------

                                                            2005         2004
                                                         ----------   ----------

Net loss                                                 $(887,724)   $(275,829)
Total stock-based employee compensation expense
    Determined under fair value based method for
    all awards, net of related tax effects                 (19,525)           0
                                                         ---------    ---------
Pro forma net loss attributable to common Stockholders   $(907,249)   $(275,829)
Net loss per common share (basic and diluted):
           As reported                                   $    (.09)   $    (.04)
           Pro forma                                     $    (.09)   $    (.04)


The weighted-average fair values at date of grant for options granted during the
three months ended June 30, 2005 and 2004 were $0.71 and $.00 respectively.
There were no options granted for the three months ended March 31, 2004.The
value of the options was estimated using the Black-Scholes option pricing model
with the following weighted-average assumptions:

                           THREE MONTHS ENDED JUNE 30,


                                                2005                2004


                 Expected life in years         5- 10              5 - 10
                 Interest rate                4.0% -4.50%        4.05% - 4.4%
                 Volatility                      80%                 80%
                 Dividend yield                   0%                  0%


[3] USE OF ESTIMATES:
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Such estimates include the selection of assumptions underlying
the calculation of the fair value of options. Actual results could differ from
those estimates.

[4] DEFERRED FINANCING COSTS:

Deferred financing costs include costs attributable to issuing convertible notes
in the amount of $1,023,000 and such costs are being amortized to interest
expense over the term of convertible notes.

NOTE D -- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:


                                             June 30, 2005     December 31, 2004

        Professional fees                        54,813              113,000
        Directors' fee                              ---               12,000
        Insurance Premium                        73,344                 ----
        Other (including $48,000 of
        liquidating damages in 2005)             53,257                7,000
                                               --------             --------
                                               $181,414             $132,000

NOTE E -- AGREEMENTS WITH TEXAS TECH UNIVERSITY HEALTH SERVICE CENTER ("TTU")

On January 22, 2002, the Company entered into an exclusive license agreement
with TTU with respect to

                                       7
<PAGE>

receiving certain patented rights. The Company is committed to the exploitation
of such patented rights.

In consideration for entering into the agreement, the Company issued 678,820
shares of common stock to TTU (subject to anti-dilution protection).In addition,
the Company has agreed to fund, over a four year period, $1.2 million to support
efforts in incubating and commercializing other TTU technologies. Under the
agreement, the Company reserves the right of first refusal on licensing and
commercializing other technology developed from such funding. The shares issued
were valued at approximately $1,000, their estimated fair value, and charged to
operations. The funding of the $1.2 million is subject to the Company obtaining
FDA approval of a blood substitute product. As of June 30, 2005, such approval
had not been obtained. In addition, the Company has agreed to reimburse TTU for
all intellectual property protection costs and patent maintenance fees. On May
20, 2004 TTU agreed to waive its antidiltution protection in exchange for
135,765 shares of common stock. Such shares were valued at approximately
$115,000, their estimated fair value, and charged to operations.

In addition, in July 2002, the Company entered into a sponsored research
agreement with TTU for the period September 1, 2002 through August 31, 2006,
subject to a two-year extension to be mutually agreed on by the parties in the
second year of the agreement and prior to August 31, 2006. The agreement may be
terminated by either party on 90 days written notice. In November 2004, the
Company agreed to fund the next phase of its research under the sponsored
research agreement (Phase 2) through November 30, 2005 for a fixed fee of
approximately $231,000, which was paid in December 2004.

NOTE F -- CONVERTIBLE NOTES PAYABLE

On October 31, 2003, a $150,000 note was exchanged for services previously
provided by a principal stockholder. The note bears interest at 5% per annum and
was due on December 31, 2003 and was convertible into shares of common stock at
$2.21 per share. Effective July 15, 2004, such note and accrued interest of
approximately $5,000 was forgiven and treated as a capital contribution.

On July 15, 2004, a note with principal of $174,000 bearing interest at 5% per
annum, due on December 31, 2003 and convertible into shares of common stock at
$2.21 per share was extended to the consummation of a private placement of
$2,500,000 (Note I). On October 13, 2004, such note plus $1,000 of accrued
interest was paid and the balance of accrued interest was forgiven. Such
forgiveness was treated as a capital contribution.

On October 13, 2004, $75,000 of a note with a principal of $180,000 bearing
interest at 5% per annum, due on May 1, 2004 and convertible into shares of
common stock at $2.21 per share was paid. The balance of principal and accrued
interest was forgiven and was treated as a capital contribution.

NOTE G -- CAPITAL DEFICIENCY

[1] STOCK SPLIT:

On August 16, 2004, the Board of Directors approved a reverse stock split of one
share of common stock for .543056 shares of common stock. All common stock and
common stock equivalent shares in the accompanying financial statements have
been adjusted to give retroactive effect to the reverse stock split.

[2] PRIVATE PLACEMENT:

On October 27, 2004, the Company completed a private placement of 45 units and
raised gross proceeds of $4,500,000. Each unit consists of a $50,000 unsecured
convertible promissory note, 58,824 shares of common stock and 117,648 warrants.
The notes bear interest at 10% per annum (an effective rate of 77%) and are
convertible at the option of the holder into common stock or future securities
to be sold by the Company in its next financing, as defined, at a conversion
price equal to the per share offering price of such financing.

                                        8
<PAGE>

The gross proceeds from the sale of each unit was allocated based on relative
fair values to each of the components.


              Convertible notes payable                                 $ 31,000
              Common stock                                                31,000
              Warrants                                                    38,000
                                                                        --------
                   Total                                                $100,000


Based on the allocation of the relative fair values to the components of the
private placement offering, the debt discount was calculated to be $855,000,
which is being amortized as expense to interest expense over the term of the
notes.

The interest on the note is convertible into common stock at the Company's
option. The notes are due the earlier of October 27, 2005 or the date the
Company consummates an additional financing having gross proceeds of not less
than $4,000,000. The warrants are exercisable at $1.06 per share through the
fifth anniversary of the effectiveness of a registration statement of shares
underlying the warrants. The warrants are subject to redemption, at the
Company's sole option, after one year from the date of effectiveness of the
registration statement of common stock underlying the warrants if the common
stock price equals or exceeds $2.12 for a period of at least 20 consecutive
trading days at a redemption price of $.001 per warrant.

Under the terms of the October 2004 private placement, the Company agreed to
file a registration statement on Form SB-2 with the SEC prior to December 27,
2004 to register for public resale the shares of common stock issued in the
October 2004 private placement and issuable on (i) conversion of the Company's
10% convertible unsecured promissory notes, (ii) payment, at the Company's sole
option, of accrued but unpaid interest on the notes, and (iii) exercise of the
warrants, and to use its commercially reasonable efforts to have the
registration statement declared effective by the SEC prior to February 24, 2005.
The Company agreed that if the registration statement was not filed with the SEC
on or by December 27, 2004, the Company would pay the holders of such securities
liquidated damages equal to an aggregate of $90,000 for each 30 consecutive days
(pro-rated daily) after December 27, 2004 during which the registration
statement was not filed with the SEC. In addition, the Company agreed that, if
the registration statement was not declared effective by the SEC prior to
February 24, 2005, the Company would pay to such holders liquidated damages
equal to an aggregate of $90,000 for every 30 consecutive days (pro-rated daily)
after February 24, 2005 during which the registration statement was not declared
effective by the SEC.

Because the registration statement was filed initially with the SEC on January
18, 2005, the Company would have been required to pay to the holders of such
securities an aggregate of $66,000 in cash as liquidated damages. However, under
a waiver and extension agreement signed by certain of such holders, certain
security holders waived their right to receive an aggregate of $62,766 of such
liquidated damages. The remaining security holders did not agree to waive their
right to receive their pro rata share of such liquidated damages and the Company
is therefore required to pay $3,234 of such liquidated damages to the
non-waiving security holders. Further, since the registration statement was not
declared effective until May 13, 2005, the Company would have been required to
pay such holders an aggregate additional cash liquidated damages payment of at
least $195,000, calculated as of May 1, 2005. However, under the waiver and
extension agreement, certain security holders agreed to waive their right to
receive an aggregate of approximately $186,000 of such additional liquidated
damages. The remaining security holders did not agree to waive their right to
receive their pro rata share of such additional liquidated damages and the
Company is therefore required to pay approximately $9,000 of such additional
liquidated damages to the non-waiving security holders. In addition, since the
registration statement was not declared effective until May 13, 2005, the
Company is required to pay all of the security holders an aggregate of an
additional $36,000 for liquidated damages that accrued between May 1, 2005 and
May 13, 2005. As of August 11, 2005, the Company has not paid any part of these
liquidated damages.

The Company recorded a liquidating damage penalty of $48,000 for the six months
ended June 30, 2005 and is included in general and administrative expenses.

[3] STOCK OPTION/STOCK ISSUANCE PLAN:

During 2003, the Board of Directors of the Company approved a Stock Option/Stock
Issuance Plan (the

                                       9
<PAGE>

"Plan") which provides for the granting of options or stock to purchase up to
3,000,000 shares of common stock (on a pre-reverse stock split basis), under
which, directors, employees and independent contractors are eligible to receive
incentive and non-statutory stock options and common shares (employees). The
Company's stockholders approved the Plan in August 2004.

On August 16, 2004, the Board of Directors and stockholders of the Company
approved the reduction in the number of shares reserved for under the Plan to
1,629,168 shares reflecting the effect of the .543056 reverse split effected by
the Company. Options granted under the Plan are exercisable for a period of up
to 10 years from date of grant at an exercise price which is not less than the
fair value of the common stock on date of grant, except that the exercise period
of options granted to a stockholder owning more than 10% of the outstanding
capital stock may not exceed five years and their exercise price may not be less
than 110% of the fair value of the common stock at date of grant.

Options under the Plan generally vest 25%(partially) on the first anniversary
date of the grant and then, thereafter, equally over thirty-six months.

During the years ended December 31, 2004 and 2003, the Company granted 25,860
and 103,179 options, respectively, to purchase common stock to members of the
Company's Board of Advisors. The Company records a charge to the financial
statements when these options vest at the then market price. The Company has
recorded a charge of $7,500 for the six months ended June 30, 2005.

During the year ended December 31, 2004, in connection with the change in status
of an option holder from a member of the Board of Advisors to Director, the
Company recorded deferred stock compensation of $13,000, representing the
difference between the exercise price and the market value of the Company's
common stock on the date such stock option holder's status was changed. Deferred
compensation is included as a component of stockholders' equity (capital
deficiency) and is being amortized to expense over the remaining vesting period
of the stock options.

Stock option activity under the plan is summarized as follows:



<TABLE>
<CAPTION>
                                                                              WEIGHTED
                                                                              AVERAGE
                                                                              EXERCISE
                                                                     SHARES    PRICE

<S>                                                                <C>         <C>
Options outstanding at December 31, 2004                           1,119,387   $0.23

Options granted during the three months ended March 31, 2005          10,000   $0.85
Options granted during three months ended June 30, 2005              102,500   $0.85
                                                                   ---------

Options outstanding at end of June 30,2005                         1,231,887   $0.29
                                                                   =========

Options exercisable at June 30, 2005                                 770,560   $0.26
                                                                   =========
</TABLE>

At June 30, 2005, 397,281 options were available for grant under the Plan.

The following table presents information relating to stock options outstanding
under the Plan as of June 30, 2005:

                                       10
<PAGE>


<TABLE>
<CAPTION>
                                       OPTIONS OUTSTANDING                       OPTIONS EXERCISABLE
                                       -------------------                       -------------------

                                                                 WEIGHTED
                                              WEIGHTED           AVERAGE                        WEIGHTED
                                               AVERAGE          REMAINING                       AVERAGE
    RANGE OF                                  EXERCISE           LIFE IN                        EXERCISE
 EXERCISE PRICE            SHARES               PRICE             YEARS          SHARES          PRICE
<S>                       <C>                   <C>                <C>           <C>             <C>
    $ .18                 401,859               $ .18              8.39          240,526         $ .18
    $ .20                 651,668               $ .20              3.33          452,534         $ .20
    $ .85                 178,360               $ .85              9.43           77,500         $ .85
                        ---------                                                -------
                        1,231,887               $ .29              5.82          770,560         $ .26
</TABLE>


The weighted average fair value at date of grant for options granted the second
quarter of 2005 was $.71. The fair value of options at date of grant was
estimated using the Black-Scholes option pricing model utilizing the following
assumptions:


                                                            JUNE 30,
                                                               2005

               Risk-free interest rates                     4.0%-4.5%
               Expected option life in years                5-10 yrs
               Expected stock price volatility                 80%
               Expected dividend yield                          0%



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


                                       11
<PAGE>

PLAN OF OPERATIONS

We were founded in 2001 as "HemoBioTech, Inc.," a Texas corporation. In 2003, we
incorporated a sister corporation named "Hemobiotech, Inc." in the State of
Delaware. On December 1, 2003, HemoBioTech, Inc. was merged with and into
Hemobiotech, Inc., with Hemobiotech, Inc. as the surviving entity. Our principal
executive offices are located at 14221 Dallas Parkway, Suite 1500, Dallas, Texas
75254, and our telephone number is (214) 540-8411. Our website is located at
www.hemobiotech.com.

We are primarily engaged in the research and development of human blood
substitute technology exclusively licensed from Texas Tech University Health
Services Center, although in 2003, 2004 and in the six months ended June 30,
2005 most of our working capital was used to pay for general and administrative
costs, salaries, legal and accounting fees and the cost of raising money. After
reviewing the blood substitute technology developed by researchers at Texas
Tech, in January 2002 we licensed from Texas Tech the exclusive rights to
various alternative compositions of HemoTech, a novel blood substitute that is
based on hemoglobin (which is the key protein in red blood cells that carries
oxygen) of both bovine (cow) and human origin, as well as methods for its
production and use. What makes HemoTech a novel potential blood substitute
product is the fact that it is comprised of hemoglobin that has been isolated
from bovine blood and then chemically modified to make the product non-toxic. We
also have an agreement with Texas Tech that any patent issuing from its patent
application relating to the induction of erythropoiesis (which is the production
of red blood cells by the body) will be included under our exclusive license
with Texas Tech. In addition to our license and patent agreement with Texas
Tech, we entered into a sponsored research agreement with Texas Tech in July
2002, under which we are entitled to use certain of Texas Tech's production and
research and development facilities in Lubbock, Texas.

Our goal is to address an increasing demand for a safe and inexpensive human
blood substitute product in the United States and around the world through our
licensed technology. We believe that certain initial pre-clinical and early
stage human trials undertaken outside the U.S. by prior holders of this
technology suggest that our licensed technology may possess properties that
diminish the intrinsic toxic effects of hemoglobin and help reduce or eliminate
the abnormal reaction associated with hemorrhagic shock (which is the loss of
blood pressure and the lowering of vital signs resulting from the loss of
blood).

RESEARCH AND DEVELOPMENT OF HEMOTECH

HemoTech is currently our only potential product. We expect that the remaining
production, development, testing and FDA approval of HemoTech, if ever, will
occur over a period of approximately 7 to 8 years. In other words, assuming we
are able to progress through each phase of clinical trials efficiently and
without significant delay, we believe we could obtain FDA approval of HemoTech
by mid-2012, and possibly even earlier.

HemoTech must undergo several major stage of production, development, clinical
study and testing before being in a position to submit its NDA application to
the FDA, as follows:

o PRODUCTION OF HEMOTECH. In order to produce HemoTech for Phase I clinical
trials, we must complete certain upgrades of the current HemoTech production
facilities located at Texas Tech. The initial phase of these upgrades was
completed by the end of the second quarter of 2005. We believe these upgrades
will cost us approximately $85,000 and such upgrades are contemplated by our
stage 2 sponsored research agreement with Texas Tech. This amount was included
in the $230,503 that we paid to Texas Tech on December 13, 2004 when we entered
into our stage 2 sponsored research agreement. We anticipate that the second
phase of these upgrades will be finished by the end of 2005, although there can
be no assurance that this will be the case, depending on, among other things,
worker schedules, available materials, unexpected costs associated with
construction and our ability to raise sufficient capital in order to complete
such upgrades. We expect that such additional upgrades will cost us
approximately $120,000. We will be required to raise such additional funds, as
part of the $10-15

                                       12
<PAGE>

million that we will need to raise within the next 5 to 6 months, in
order to pay for these additional upgrades and plans listed below.

o PREPARATION AND SUBMISSION OF U.S. IND APPLICATION. We started preparing our
U.S. IND application on December 13, 2004, when we entered into our phase 2
sponsored research agreement with Texas Tech. under our stage 2 sponsored
research agreement, Texas Tech has agreed to assist us in preparing our U.S. IND
application by providing certain services, including converting all of the
information contained in the European IND application into digital format and
analyzing our proposed Phase I U.S. clinical trial testing procedures, to be set
forth in our U.S. IND application. We agreed to pay Texas Tech $110,000 for
these services. This amount was included in the $230,503 that we paid to Texas
Tech on December 13, 2004 when we entered into our stage 2 sponsored research
agreement. We expect to complete the preparation of our U.S. IND application and
to be in a position to submit our application to the FDA by early 2006, although
there can be no assurance that we will be able to meet this deadline, depending
on, among other things, the rate of conversion of the information contained in
the European IND application to digital format, the timing and outcome of Texas
Tech's analysis of our proposed Phase I U.S. clinical trials testing procedure,
and the timing and outcome of the regulatory analysis to be performed by our
regulatory consultant. We anticipate that the cost of submitting our application
to the FDA will be approximately $400,000. We will be required to raise such
additional funds as part of the aformentioned $10.0-15.0 million that we will
need to raise within the next 5 to 6 months.

o PHASE I OF OUR U.S. CLINICAL TRIALS. Once our U.S. IND application has been
submitted to the FDA and we receive no objections from the FDA, we expect to be
able to commence our Phase I U.S. clinical trials of HemoTech. Depending on
whether the FDA accepts our U.S. IND application in early 2006, we believe that
we could begin Phase I clinical trials by the end of the second quarter of 2006.
We estimate that our Phase I clinical trials (including the costs of doing
additional research and development of HemoTech during our Phase I clinical
trials, production of the product and the operational and overhead costs that we
will incur during our Phase I clinical trials) will cost approximately $10.0
million. These costs are included in the requirement to raise $10-15 million
noted above.

RESULTS OF OPERATIONS

We are a development stage company and have not generated any revenue from
inception through June 30, 2005. Through the third quarter of 2004, our efforts
were principally devoted to evaluating the HemoTech technology, negotiating and
entering into our license agreement and sponsored research agreements with Texas
Tech, hiring employees and consultants, establishing our Board of Advisors,
developing a business plan, raising capital, and engaging in other
organizational and infrastructure development. Until the consummation of our
October 2004 private placement, we did not have the financial resources to
engage in any significant research and development activities. However, we used
part of the proceeds of our October 2004 private placement to fund stage 2 of
our sponsored research agreement with Texas Tech, representing our first
significant expenditure of resources on the research and development of
HemoTech.

Total expenses, and thus our losses, totaled $3,761,277 from October 3, 2001
(inception) through June 30, 2005. Such losses included $617,000 in 2003,
$1,073,000 in 2004, and $1,650,277 for the six months ended June 30, 2005.

  THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS ENDED JUNE 30, 2004

Costs incurred during the three months ended June 30, 2004 served to increase
current liabilities (see liquidity and capital resources below).

Total expenses were $887,724 for the three months ended June 30,2005 period
compared with $275,829 for the corresponding period in 2004, an increase of
$611,895 resulting primarily from the following:

                                       13
<PAGE>

We incurred significantly higher total interest costs resulting from the private
placement completed in October, 2004. Total net interest charges increased
$496,001 resulting primarily from amortization of debt issues costs ($255,840) ,
amortization of debt discount costs ($212,798), and $48,762 related to our 10%
convertible notes in the current period compared to $5,460 in the same period
last year.

Our research and development expenses were $47,324 compared to $115,000 for the
same period in 2004. Our 2005 costs were primarily associated with the sponsored
research agreement with Texas Tech University. In May, 2004 we agreed to waive
the antidultion provision of our licensing agreement with Texas tech in exchange
for 135,765 shares of common stock. Such shares were valued at $115,000, their
estimated value , and charged to operations.

Our general and administrative costs increased $183,571 resulting from increased
professional fees, office rental and related charges, and board of director fees
,which were somewhat offset by lower salary costs.


    SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004

Costs incurred during the six months ended June 30, 2004 served to increase
current liabilities (see liquidity and capital resources below).

Total expenses were $1,650,277 for the six months ended June 30,2005 period
compared with $422,748 for the corresponding period in 2004, an increase of
$1,227,529 resulting primarily from the following:

We incurred significantly higher total interest costs resulting from the private
placement completed in October, 2004. Total net interest charges increased
$1,001,825 resulting primarily from amortization of debt issues costs ($511,680)
, amortization of debt discount costs ($423,606), and $105,012 related to our
10% convertible notes in the current period compared to $10,920 in the same
period last year.

Our research and development expenses were $76,150 compared to $115,000 for the
same period in 2004. Our 2005 costs were primarily associated with the sponsored
research agreement with Texas Tech, University. In May, 2004 we agreed to waive
the antidultion provision of our licensing agreement with Texas Tech in exchange
for 135,765 shares of common stock. Such shares were valued at $115,000, their
estimated value , and charged to operations.

Our general and administrative costs increased $264,554 resulting from increased
professional fees, office rental and related charges, and board of director
fees, which were partially offset by lower salary costs.


LIQUIDITY AND CAPITAL RESOURCES

In October 2004, we completed a private placement of units, with each unit
consisting of one 10% convertible unsecured promissory note in the principal
amount of $50,000, 58,824 shares of our common stock and a five-year warrant to
purchase 117,648 shares of our common stock at an exercise price of $1.06 per
share. We sold 45 units in the private placement at a price of $100,000 per
unit, and we received gross proceeds of $4.5 million. Our net proceeds were
$3.43 million, which includes the aggregate principal amount of our 10%
unsecured convertible promissory notes outstanding. We believe our current
available cash of approximately $2.5 million will be insufficient to repay our
convertible notes in October 2005 and fund operations for the next twelve
months. If our selling stockholders convert any portion of our 10% convertible
unsecured notes into shares of our common stock (of which there can be no
guarantee), however, we will apply such unused funds to make up a portion of any
shortfall we may have in the foregoing operating costs and to further develop
HemoTech. If payment of the outstanding principal amount or any installment of
interest accrued on the notes is not made on the maturity date of the notes or
made on any acceleration therof following a default on the notes, then interest
on any unpaid portion of the notes will accrue at an annual rate of 12%.
Further, if we default in the performance of any obligations or covenants
contained in the notes, the principal amount and any accrued and unpaid interest
on the notes will become immediately due and payable after expiration of any
applicable cure period. If we fail to make the required payments on the notes,
our note holders will be entitled to accelerate the notes in full and demand
immediate repayment thereof. Further, in the event we default on our convertible
notes, we may be subject to enforcement proceedings initiated by our note
holders. In such case, it is likely that the Company would be unable to continue
to operate its business.

We intend to use a portion of the proceeds of our October 2004 private offering
(of which there is approximately $2.5 million remaining as of June 30, 2005)
over the next three months to pay for the following costs and expenditures:

o our general and administrative expenses (including salaries, legal and other
professional fees, consulting and advisory fees, and to pay for the costs
associated with raising additional capital);

o continue preparation of our U.S. IND application and the costs associated with
making certain upgrades to the HemoTech production facility,

If our selling stockholders convert any portion of our 10% convertible unsecured
notes into shares of our common stock (of which there can be no guarantee),
however, we will apply such unused funds to make up a portion of any shortfall
we may have in the foregoing operating costs and to further develop HemoTech.

Following completion of our U.S. IND application, our planned operations will
include submission of our U.S. IND application, commencement and completion of
our Phase I U.S. clinical trials, continuation of our research and development
of HemoTech during Phase I clinical trials, and payment of our operational and
overhead costs that we will incur during our Phase I clinical trials. In order
to complete these planned operations and repay all of convertible notes in full,
we will need to raise an additional $10-15 million within the next five to six
months. If we fail to generate enough working capital, either from future equity
or debt sales or revenue from operations, there can be no assurance that we will
be able to implement our business plan, complete these planned operations, or
continue our operations.

We may be unable to obtain any required additional financing on terms favorable
to us, if at all. If adequate funds are not available on acceptable terms, we
will be unable to fund our expansion, successfully promote our brand, develop
our products and respond to competitive pressures or take advantage of
acquisition opportunities, any of which would have a material adverse effect on
our business. If we raise additional funds through the issuance of equity
securities, our stockholders may experience dilution of their ownership
interest, and the newly-issued securities may have rights superior to those of
our common stock. There can be no assurances that we will be able to secure
additional financing, or obtain favorable terms on such financing if it is
available. Continued negative cash flows create substantial doubt about our
ability to fully implement our operating plan and we may have to reduce the

                                       14
<PAGE>

scope of our planned operations, which may jeopardize our ability to continue
our business. If cash and cash equivalents, together with any cash generated
from operations, are insufficient to satisfy our liquidity requirements, we will
not have sufficient resources to continue operations.

ITEM 3. CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed with an objective of ensuring
that information required to be disclosed in our periodic reports filed with the
SEC, such as this Quarterly Report on Form 10-QSB, is recorded, processed,
summarized and reported within the time periods specified by the SEC. Disclosure
controls also are designed with an objective of ensuring that such information
is accumulated and communicated to our management, including our chief executive
officer and chief financial officer, in order to allow timely consideration
regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer and
principal financial officer included a review of the controls' objectives and
design, the operation of the controls, and the effect of the controls on the
information presented in this Quarterly Report. Our management, including our
chief executive officer, president and chief financial officer, does not expect
that disclosure controls can or will prevent or detect all errors and all fraud,
if any. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Also, projections of any evaluation of the disclosure controls
and procedures to future periods are subject to the risk that the disclosure
controls and procedures may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Based on their review and evaluation as of the end of the period covered by this
Form 10-QSB, and subject to the inherent limitations described above, our
principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective
as of the end of the period covered by this report. They are not aware of any
significant changes in our disclosure controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

The term internal control over financial reporting is defined as a process
designed by, or under the supervision of, the registrant's principal executive
and principal financial officers, or persons performing similar functions, and
effected by the registrant's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:

(a) Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
registrant;

(b) Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the registrant are
being made only in accordance with authorizations of management and directors of
the registrant; and

(c) Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the registrant's assets that
could have a material adverse effect on the financial statements.

During the period covered by this Form 10-QSB, there have not been any changes
in our internal control over financial reporting that have materially affected,
or that are reasonably likely to materially affect, our internal control over
financial reporting.

                                       15
<PAGE>

                           PART II --OTHER INFORMATION

Items 2, 4 and 5 are not applicable and have been omitted.

ITEM 1. LEGAL PROCEEDINGS.

We are not party to any litigation or threatened litigation.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

In October 2004, we completed a private placement of units, with each unit
consisting of one 10% convertible unsecured promissory note in the principal
amount of $50,000, 58,824 shares of our common stock and a five-year warrant to
purchase 117,648 shares of our common stock at an exercise price of $1.06 per
share. We sold 45 units in the private placement at a price of $100,000 per
unit, and we received gross cash proceeds of $4.5 million. Our net proceeds were
$3.43 million, which includes the aggregate principal amount of our 10%
unsecured convertible promissory notes outstanding. Under the terms of our
October 2004 private placement, we agreed to file a registration statement on
Form SB-2 with the SEC prior to December 27, 2004 to register for public resale
the shares of common stock issued in the October 2004 private placement and
issuable on (i) conversion of our 10% convertible unsecured promissory notes,
(ii) payment, at our sole option, of accrued but unpaid interest on the notes,
and (iii) exercise of the warrants, and to use our commercially reasonable
efforts to have the registration statement declared effective by the SEC prior
to February 24, 2005.

We agreed that if the registration statement was not filed with the SEC on or by
December 27, 2004, we would pay the holders of such securities liquidated
damages equal to an aggregate of $90,000 for each 30 consecutive days (pro-rated
daily) after December 27, 2004 during which the registration statement was not
filed with the SEC. In addition, we agreed that, if the registration statement
was not declared effective by the SEC prior to February 24, 2005, we would pay
to such holders liquidated damages equal to an aggregate of $90,000 for every 30
consecutive days (pro-rated daily) after February 24, 2005 during which the
registration statement was not declared effective by the SEC.

Because the registration statement was filed initially with the SEC on January
18, 2005, we would have been required to pay to the holders of such securities
an aggregate of $66,000 in cash as liquidated damages. However, under a waiver
and extension agreement signed by certain of such holders, certain security
holders agreed to waive their right to receive their pro rata share of such
liquidated damages and we are therefore required to pay $3,234 of such
liquidated damages to the non-waiving security holders. Further, since the
registration statement was not declared effective until May 13, 2005, we would
have been required to pay such holders an aggregate additional cash liquidated
damages payment of at least $195,000, calculated as of May 1, 2005. However,
under the waiver and extension agreement, certain security holders agreed to
waive their right to receive an aggregate of approximately $186,000 of such
additional liquidated damages. The remaining security holders did not agree to
waive their right to receive their pro rata share of such additional liquidated
damages and we are therefore required to pay approximately $9,000 of such
additional liquidated damages to the non-waiving security holders. In addition,
since the registration statement was not declared effective until May 13, 2005,
we are required to pay all of the security holders an aggregate of an additional
$36,000 for liquidated damages that accrued between May 1, 2005 and May 13,
2005. As of August 11, 2005, we have not paid any part of these liquidated
damages.

ITEM 6. EXHIBITS

31.1 Certification of Principal Executive Officer required under Rule 13a-14(a)
or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.

31.2 Certification of Principal Financial Officer required under Rule 13a-14(a)
or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.

                                       16
<PAGE>




                  32.1*    Certification of Principal Executive Officer required
                           under Rule 13a-14(b) or Rule 15d-14(b) of the
                           Securities and Exchange Act of 1934, as amended, and
                           18 U.S.C. Section 1350.

                  32.2*    Certification of Principal Financial Officer required
                           under Rule 13a-14(b) or Rule 15d-14(b) of the
                           Securities and Exchange Act of 1934, as amended, and
                           18 U.S.C. Section 1350.



* The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly
Report on Form 10-QSB pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not be deemed "filed" by Hemobiotech, Inc. for purposes of Section 18
of the Securities Exchange Act of 1934, as amended.

                                       17
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                HEMOBIOTECH, INC.


      Dated August 11, 2005     By: /s/ Arthur Bollon, Ph.D.

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

                                    Dr. Arthur P. Bollon- Chairman
                                    of the Board And Chief Executive
                                    Officer
                                    (PRINCIPAL EXECUTIVE OFFICER)


      Dated August 11, 2005     By: /s/ Mark J. Rosenblum

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

                                    Mark J. Rosenblum - Chief
                                    Financial Officer and Secretary
                                    (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

                                       18
<PAGE>




                                  EXHIBIT INDEX


                  31.1     Certification of Principal Executive Officer required
                           under Rule 13a-14(a) or Rule 15d-14(a) of the
                           Securities and Exchange Act of 1934, as amended.

                  31.2     Certification of Principal Financial Officer required
                           under Rule 13a-14(a) or Rule 15d-14(a) of the
                           Securities and Exchange Act of 1934, as amended.

                  32.1*    Certification of Principal Executive Officer required
                           under Rule 13a-14(b) or Rule 15d-14(b) of the
                           Securities and Exchange Act of 1934, as amended, and
                           18 U.S.C. Section 1350.

                  32.2*    Certification of Principal Financial Officer required
                           under Rule 13a-14(b) or Rule 15d-14(b) of the
                           Securities and Exchange Act of 1934, as amended, and
                           18 U.S.C. Section 1350.



* The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly
Report on Form 10-QSB pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not be deemed "filed" by Hemobiotech, Inc. for purposes of Section 18
of the Securities Exchange Act of 1934, as amended.