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The following is an excerpt from a SB-2/A SEC Filing, filed by HEMOBIOTECH INC on 5/10/2005.

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Competition

Academic researchers and private companies have been searching for an effective blood substitute for decades. These blood substitutes generally have been derived from three sources: discarded human blood, bovine blood and recombinant human blood. Because of its abundance and low cost, we believe bovine blood is the most attractive source from both the standpoints of availability and feasibility. Discarded human blood tends to be an expensive source of hemoglobin and suffers from the same logistical and supply problems associated with banked blood. Recombinant human hemoglobin, while theoretically abundant, is extremely expensive to manufacture given today's technology. Hemobiotech believes that bovine hemoglobin could remain the most cost effective and most available source of hemoglobin, and that blood substitutes derived from a bovine source will enjoy a competitive advantage in the marketplace.

While no blood substitutes are commercially available today in the U.S. for use in humans, Biopure Corporation's Hemopure product currently is available for limited use in South Africa. A number of human blood substitute products are, however, currently under development and testing in the United States. We believe that most of these products are first generation and were developed before the intrinsic toxicity of hemoglobin was identified as a major impediment in the development of a viable blood substitute. Many of these products, including HemAssist (Baxter) and Optro (Somatogen, later acquired by Baxter), and Oxygent (Alliance Pharmaceuticals) have been removed from clinical, while other products, such as Hemopure (Biopure), Hemolink (Hemosol), and PolyHeme (Northfield Laboratories) are facing difficulties in proving their efficacy or addressing toxicity. For example, in 2001, Northfield's PolyHeme failed to receive FDA approval for use in elective surgery and is now being studied as a potential oxygen bridge in trauma cases. In addition, in 2003, BioPure submitted a biologic license application (BLA) for its product, Hemopure, but the FDA requested that BioPure perform additional pre-clinical animal studies before such application could be reconsidered.

As some developers began to understand the limitations of their products, they sought alternative applications for their existing products, such as treatment of hypotension associated with septic shock (Apex), veterinary applications (Biopure), or as a temporary treatment until safe blood could be found. We believe that none of the aforementioned products may be used for the treatment of hemorrhagic shock (which results due to the lowering of blood pressure and loss of blood), the most important and most lucrative segment of the market, because these products do not effectively address the intrinsic toxic properties of hemoglobin that lead to the narrowing of blood cells, oxidative stress, and inflammation.

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In addition to competing with first generation developers, Hemobiotech expects that it will have to compete with the emerging blood substitute developers shown in the following table:

Second Hb Source and Company Product Generation Modification

SynZyme - Polynitroxylated human Irvine, hemoglobin CA Privately Eliminate with anti-oxidant Held HemoZyme oxidative stress properties
Sangart - PEG decorated low San viscous human Diego, CA Eliminate Privately hemoglobin- hemoglobin - reduced mediated vasoconstriction Held Hemospan vasoconstriction effect

SynZyme is developing a second generation hemoglobin-based blood substitute with reduced vasoconstriction and is in the pre-clinical study stage, having not been tested in humans yet. In animal studies, their product, HemoZyme, failed to be effective in reducing mortality. Sangart is also developing a second generation hemoglobin-based blood substitute with reduced vasoconstriction, and is in Phase II clinical studies in Sweden. Their product, Hemospan, does not address inflammatory toxicity and their product has reduced capability for the delivery of oxygen which is one of the primary uses of hemoglobin in red blood cells.

We believe we have a unique competitive advantage over other products under testing or under development since we believe HemoTech is the only product that addresses all aspects of the intrinsic toxicity (which are vasoconstriction, oxidative stress and inflammatory reactions) of hemoglobin. We believe the lack of toxicity in HemoTech is due to the chemical modification of the hemoglobin in our product. Furthermore, we believe its bovine-derived red blood cell product provides HemoTech with an additional competitive edge over products developed from outdated human red blood cells or from perfluorochemicals (which are synthetic chemical blood substitutes), because bovine blood is safer, more readily available, more convenient and more cost effective.

Governmental Regulation

There are six primary phases of FDA clinical trials, leading up to FDA approval: pre-clinical laboratory studies, clinical studies, Phase I safety studies, Phase II efficacy studies, Phase III extensive clinical testing and new drug application (NDA) or biological license application.

During the pre-clinical laboratory studies, a compound is studied to establish its bioavailability, absorption, distribution, metabolism and elimination in animals in order to establish pre-clinical parameters for safety and efficacy. During the clinical studies phase, the results of the pre-clinical trials are submitted to the FDA for review before the drug is tested in humans. During the Phase I safety studies, the drug is tested on healthy human volunteers to confirm that it is sufficiently safe to proceed with further testing in a larger group of patients. Phase I testing is conducted with the FDA's approval. During Phase II efficacy studies, the drug is tested in volunteers who have the disease or condition that the drug has been developed to treat in order to determine whether the drug is active, proper dosage and safety at the selected dosage level. During Phase III extensive clinical testing, the drug is tested on patients to verify Phase II results, prove the drug's performance on a larger number of patients and demonstrate that the drug is better than existing treatments. Once those studies have been completed, the drug is submitted to the FDA for approval. At such time, the FDA may require additional studies to be completed.

We believe that its combination of European IND and African human clinical data may be sufficient to submit an IND application to the FDA and commence Phase I clinical trials, although there can be no assurance that additional pre-clinical studies may not be necessary or that subsequent pre-clinical or clinical trials will support the findings of earlier trials, including the European and African trials. Our management believes that we can prepare the results of the European IND for filing in the United States by the end of 2005. After an IND application is filed, the FDA may comment on the filing and request additional information. If no comments are made, the IND application will be automatically approved after 30 days.

We anticipate proposing that Phase I clinical trials be conducted on 40-50 healthy volunteers to determine toxicity of the compound and would be expected to take 10 months to establish our protocols and to receive FDA clearance to commence the trials, which we could currently estimate would run for approximately six months,

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although there can be no assurance that the trials would not take longer. If we receive approval to progress to Phase II clinical trials, we could select a low risk patient population for its Phase IIA study: orthopedic elective surgery patients. This patient population tends to be in generally good health and is undergoing a non-critical procedure, thus the risk of complications in the trial are minimized.

Our initial strategy is to continue with a Phase IIB study in orthopedic surgery and begin additional Phase II studies in other indications based on successful initial clinical data in the orthopedic Phase IIB trial.

If we are able to consummate future financings in a timely manner, of which there can be no assurance, we believe we will be able to complete the six phases of FDA approval by August 2012, although there can be no assurance, which would approximate the time the patent it has licensed from Texas Tech would expire.

Marketing and Sales

We are primarily focused on research and development of our HemoTech product and do not have, nor do we anticipate having in the near future, any marketing activities or revenues from sales.

Manufacturing

Currently, we do not have any manufacturing or distribution capabilities.

Research and Development

We spent $0 on research and development for the year ended December 31, 2003 and $232,000 for the year ended December 31, 2004. On December 13, 2004, we funded phase 2 of our sponsored research program with Texas Tech in the amount of $230,503. Through the third quarter of 2004, we 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. The stage 2 program is intended to upgrade the HemoTech production facility, expand the HemoTech intellectual property and use the material and information contained in the European IND in the creation of a U.S. IND. We currently intend to focus substantially all of our efforts and resources to the development, testing, and commercialization of our HemoTech product.