8-K

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

                                    FORM 8-K

                                 CURRENT REPORT


                        Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported):  August 29, 2005


                                HUMAN BIOSYSTEMS
             (Exact name of registrant as specified in its charter)

                                   000-28413
                            (Commission File Number)

           California                                      77-0481056
 (State or other jurisdiction             (I.R.S. Employer Identification No.)
                       of incorporation or organization)

                    1127 Harker Avenue, Palo Alto, CA 94301
          (Address of Principal Executive Offices Including Zip Code)

       Registrant's telephone number, including area code: (650) 323-0943

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
=======================================================================

Item 1.01 Entry into a Material Definitive Agreement

On August 29, 2005, Human BioSystems (the "Company") entered into an Executive
Consulting Agreement (the "Agreement") with Dr. David Winter.  Pursuant to the
agreement, Dr. Winter will serve as President of the Company.  In that capacity,
he will oversee the Company's platelet and organ development programs and
supervise negotiations with the Company's alliance partners.

In consideration of these services, Dr. Winter will receive a monthly retainer
of $3,000.  He will also receive options  to purchase 96,000 shares of the
Company's common stock, at an exercise price of $0.73 per share (the closing
price of the Company's common stock, as traded on the Over-the-Counter Bulletin
Board on August 29, 2005).  The options will vest over a 12-month period, at the
rate of 8,000 shares per month.  The options will be issued pursuant to the
Company's nonqualified stock option plan, and Dr. Winter will execute the
Company's standard stock option agreement.

During the term of the Agreement, Dr. Winter will also be eligible to receive a
performance bonus in the maximum amount of 100,000 shares of the Company's
common stock, upon reaching the following performance targets established by the
Company's Board of Directors:

(a) 30,000 shares upon the Company's signing a letter of intent with a potential
    alliance partner or institutional investor within 12 months from the date of
    the Agreement;

(b) 40,000 shares upon the Company's signing a final binding agreement with an
    alliance partner or institutional investor within 18 months from the date of
    the Agreement; and

(c) 30,000 shares upon the Company's completion of the human infusion studies in
    process at the commencement of the Agreement, to be completed within 12
    months from the date of the agreement.

Either party may terminate the Agreement prior to the end of the term with 30
days prior written notice.

A copy of the Agreement is included as Exhibit 10.1 to this Form 8-K.  A press
release announcing Dr. Winter's appointment is included as Exhibit 99.1.

Item 5.01 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

On August 29, 2005, the Company's Board of Directors appointed Dr. David Winter
as its President.  Dr. Winter succeeds Harry Masuda as President of the Company.
Mr. Masuda will continue as the Company's Chief Executive Officer. Dr. Winter
has been serving on Human BioSystems' Advisory Board.

Dr. Winter has over 20 years' experience in the pharmaceutical industry.  Since
January 2004 he has served as CEO of TriMed Research, Inc., a joint venture of
the University of Nebraska Medical Center, UNeMED Corporation and Tridelta
Development, Ltd. formed to research and commercially develop therapeutic
products related to TriMed's proprietary mammary gland protein.  Since January
2002 he has served as Medical Director of CTI, a contract research organization.
From February 2001 to December 2003, he was President of Winter Consulting.  He
served as President and Chief Operating Officer of SangStat Medical Corporation,
a pharmaceutical company making drugs used in transplantation, from March 1995
to June 1998, and as President and Chief Executive Officer of Human Organ
Sciences, Inc., a subsidiary of SangStat, from July 1998 to 2001.

Dr. Winter is an experienced physician with a strong background in managing the
clinical development and approval process.  He served as President of the Sandoz
Research Institute and as Vice President of Clinical Research and Development
for Sandoz Pharmaceuticals.  He led the development, registration and approval
of cyclosporine as well as six other major compounds.

Prior to his industrial experience, Dr. Winter was the NASA Director of Life
Sciences.  In this position, he directed all the medical, biological and
biomedical-engineering activities for the US space program.  He received his
M.D. from Washington University School of Medicine in St. Louis, Missouri.

The terms of Dr. Winter's engagement as President are set forth in Item 1.01
above.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Business Acquired: Not Applicable
(b)	Pro Forma Financial Information: Not Applicable
(c)	Exhibits: The following exhibits are included as part of this report

Exhibit No.	Description
- ----------      ------------
10.1  Executive Consulting Agreement, dated August 29, 2005
99.1  Press Release dated August 30, 2005

SIGNATURES

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


Dated: September 2, 2005


HUMAN BIOSYSTEMS


By:/s/ Harry Masuda
   ----------------
      Harry Masuda
      President and CEO

EX-10.1

Exhibit 10.1


                         EXECUTIVE CONSULTING AGREEMENT

This Executive Consulting Agreement is made and entered into this
29th day of August, 2005, by and between HUMAN BIOSYSTEMS, a California
corporation, having a place of business at 1127 Harker Avenue, Palo
Alto, CA 94301 (the "Company"), and DR. DAVID WINTER, an individual
("Consultant").

                                    RECITALS

A. The Company is in the business of developing economical, non-toxic methods of
extending the shelf life and improving the quality of blood platelets, donor
organs and other biological material.

B. Consultant has certain skills, experience and abilities with respect to the
Company's business.

C. The Company desires to retain Consultant as an independent contractor to
perform certain services for the Company, including but not limited to serving
as the President, and Consultant desires to serve the Company in such capacity,
on the terms and conditions set forth herein.

                                   AGREEMENT

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions
hereinafter set forth, the parties hereto do hereby agree as follows:

1. Services.  Consultant shall provide services to the Company as President,
subject to the supervision and direction of the Company's Chief Executive
Officer.  Subject to the discretion of the Chief Executive Officer, Consultant
shall:

   a. Oversee the Company's platelet and organ development programs;

   b. Supervise negotiations with the Company's alliance partners, including but
      not limited to determining potential alliance partners, and setting
      strategy for and conducting negotiations with such partners;

   c. Attend meetings (some of which may require international travel),
      participate in conference calls and otherwise work with Company employees
      and consultants to achieve the Company's goals; and

   d. Such other duties as may be within Consultant's expertise, as determined
      by the Chief Executive Officer.

2. Acceptance of Consultant.  Consultant hereby accepts such engagement and
agrees to devote his best efforts to the service of the Company.  Consultant
shall exercise exclusive control over the manner in which the services are
performed.  Consultant shall use and employ his tools, instrumentalities and
facilities with, or in, which to perform the services.

3  Compensation.

   a. Monthly Retainer.  The Company agrees to pay Consultant a monthly retainer
      of Three Thousand Dollars ($3,000) in consideration of the services to be
      rendered hereunder.

   b. Stock Options. The Company hereby grants Consultant an option to purchase
      Ninety-Six Thousand (96,000) shares of the Company's common stock. The
      exercise price for the options shall be the closing price of the Company's
      common stock, as traded on the Over-the-Counter Bulletin Board ("OTCBB')
      on the date this Agreement is signed by Consultant.  The options shall
      vest over a twelve (12) month period, at the rate of 8.000 shares per
      month. The options shall be issued pursuant to the Company's nonqualified
      stock option plan and Consultant shall execute the Company's standard
      stock option agreement setting forth the terms of the options.

   c. Performance Bonus.  During the term of this Agreement, Consultant shall be
      eligible to receive a performance bonus in the maximum amount of One
      Hundred Thousand (100,000) shares of the Company's common stock upon
      reaching the following performance targets established by the Board of
      Directors:

       (i)  Thirty Thousand (30,000) shares upon the Company's signing a letter
	    of intent with a potential alliance partner or institutional
	    investor within 12 months from the date of this agreement;

      (ii)  Forty Thousand (40,000) shares upon the Company's signing a final
	    binding agreement with an alliance partner or institutional investor
	    within 18 months from the date of this agreement; and

     (iii)  Thirty Thousand (30,000) shares upon the Company's completion of the
	    human infusion studies in process at the commencement of this
	    Agreement, to be completed within 12 months from the date of his
	    agreement..

4. Reimbursement of Expenses.  Consultant shall also be reimbursed for all
reasonable expenses incurred during the performance of the services, subject to
the prior approval of the Company.  Compensation and expense reimbursement shall
be paid to Consultant in United States Dollars and within 30 days of receipt and
approval by the Company of Consultant's itemized monthly invoice for services
rendered and expenses incurred

5. Taxes.  All taxes of every nature and kind levied on Consultant by any
government authority in relation to the services provided under this Agreement,
including without limitation franchise, net or gross income, license, occupation
or property taxes, shall be the responsibility of Consultant, and the Company
shall have no obligation to Consultant for the same.  Consultant shall report
and pay, as an independent contractor, all taxes applicable to amounts received
form the Company.

6. Assignment of Inventions.

   a.  Disclosure; ownership and assignment.  Consultant agrees that he will
       promptly make full written disclosure to the Company, will hold in trust
       for the sole right and benefit of the Company, and hereby assigns to the
       Company, or its designee, all his right, title, and interest in and to
       any and all inventions, original works of authorship, developments,
       concepts, improvements or trade secrets, whether or not patentable or
       registrable under copyright of similar laws, which Consultant may solely
       or jointly conceive or develop or reduce to practice, or cause to be
       conceived or developed or reduced to practice, during the period of time
       Consultant is engaged by the Company (collectively the "Inventions"),
       except as provided in Section 6(d) below.  Consultant further
       acknowledges that all original works of authorship which are made by him
       (solely or jointly with others) within the scope of and during the period
       of his engagement by the Company and which are protectable by copyright
       are "works made for hire," as that term is defined in the United States
       Copyright Act.

   b.  Maintenance of Records.  Consultant agrees to keep and maintain adequate
       and current written records of all Inventions made by him (solely or
       jointly with others) within the scope of and during the term of his
       engagement by the Company.  The records will be in the form of notes,
       sketches, specifications, drawings and any other format that may be
       specified by the Company. The records will be available to and remain the
       sole property of the Company at all times.

   c.  Patent and Copyright Registrations.  Consultant agrees to assist the
       Company, or its designee, at the Company's expense (including payment to
       him of commercially reasonable consulting fees if Consultant is no longer
       engaged with the Company), in every proper way to secure the Company's
       rights in the Inventions and any copyrights, patents, mask work rights or
       other intellectual property rights relating thereto in any and all
       countries, including the disclosure to the Company of all pertinent
       information and data with respect thereto, the execution of all
       applications, specifications, oaths, assignments and all other
       instruments which the Company shall deem necessary in order to apply for
       and obtain such rights and in order to assign and convey to the Company,
       its successors, assigns, and nominees the sole and exclusive rights,
       title and interest in and to such Inventions, and any copyrights,
       patents, mask work rights or other intellectual property rights relating
       thereto.  Consultant further agrees that his obligation to execute or
       cause to be executed, when it is in his power to do so, any such
       instrument or papers shall continue after the termination of this
       Agreement. If the Company is unable because of his mental or physical
       incapacity or for any other reason to secure his signature to apply for
       or to pursue any application for any United States or foreign patents or
       copyright registrations covering Inventions or original works of
       authorship assigned to the Company as above, then Consultant hereby
       irrevocably designates and appoints the Company and its duly authorized
       officers and agents as his agent and attorney-in-fact, to act for and in
       his behalf and stead to execute and file any such applications and to do
       all other lawfully permitted acts to further the prosecution and issuance
       of letters patent or copyright registrations thereon with the same legal
       force and effect as if executed by him.  Company agrees to identify
       Consultant as a contributor to such Inventions.

   d.  Exception to Assignments.  Consultant understands that the provisions of
       this Agreement requiring assignment of Inventions to the Company do not
       apply to any invention described as follows:

     (i) an invention that Consultant developed entirely on his own time without
	 using the Company's equipment, supplies, facilities, or trade secret
	 information except for those inventions that either:

         A. relate at the time of conception or reduction to practice of the
	    invention to the Company's business, or actual or demonstrably
	    anticipated research or development of the Company; or

         B. result from any work performed by Consultant for Company.

    (ii) to the extent an invention is used in an application other than those
	 provided by Company.

7.  Confidentiality.  Except as may be required by Consultant's engagement with
    the Company, Consultant shall not, without the prior written consent of the
    Company, disclose or use at any time, either during or subsequent to
    Consultant's engagement by the Company, any secret or confidential
    information (collectively referred to as "Confidential Information")
    disclosed by the Company to him or which he learns during his employment
    with the Company.  Upon termination of this Agreement, Consultant shall
    promptly deliver to the Company all correspondence, manuals, letters, notes,
    notebooks, reports, flow-charts, programs, proposals or any other documents
    concerning the Company's customers, products, processes or business
    practices.  However, this provision shall not apply to the information,
    systems, processes, contacts or operating methodologies brought by
    Consultant to the Company or general information and skills learned or
    developed by Consultant, any information in the public domain, or disclosed
    to third parties by the Company.  For purposes of this Agreement,
    "Confidential Information shall include but not be limited to customer
    lists, contact lists, vendor lists, bidding procedures, designs,
    specifications, source codes, mask works, products in development, technical
    drawing, schematics, bills of materials, sales and manufacturing techniques,
    developments, production processes, operational methodologies, financial
    statements, marketing strategies, employee data and other information
    related to such business and practices of the Company.

8.  Non-Solicitation.  During the term of this Agreement and for a period of one
(1) years following the termination or expiration of this Agreement for whatever
reason (or if this period of time shall be unenforceable by law, then for such
period as shall be enforceable), Consultant agrees not to contact, with a view
towards selling any product or service competitive with any product or service
purchased or sold by Company, or purchase or sell any such product or service
from or to any person, firm, association, corporation or other entity
whatsoever:  (i) which Consultant solicited, contacted or otherwise dealt with
on behalf of the Company during the twelve (12) month period or any portion
thereof preceding termination or expiration of Consultant's employment with the
Company; or (ii) which is known by Consultant to have been a customer of the
Company during the twelve (12) month period or any portion thereof preceding the
termination or expiration of this Agreement.  Furthermore, Consultant shall not
for a period of two (2) years after the termination of this Agreement, solicit
for hire, or hire any employee of the Company, or any person who was employed by
the Company at any time within six (6) months of the termination of this
Agreement, to work for Consultant or any other person or entity.

9.  Covenant Not To Compete.  Consultant agrees that, during the term of this
Agreement, Consultant shall not, directly or indirectly, engage in any
employment, occupation, consulting or other business activity directly related
to the business in which the Company is now involved or becomes involved during
the term of his engagement, nor will Contractor engage in any other activities
that conflict with his obligations to the Company.

10. Equitable Relief.  Both parties recognize that Consultant's obligations
under the Agreement are special, unique, and of extraordinary character, for
which monetary damages would not be adequate in the event of a breach.  In the
event of a breach or threatened breach by Consultant of any provision of the
Agreement, the Company shall be entitled in addition to any other remedies
available, to injunctive or other equitable relief to prevent such breach.
Resort by the Company to equitable relief shall not be construed as a waiver by
it of any other rights it may have for damages or otherwise.

11. Term.  Unless this Agreement is earlier terminated as set forth herein, this
Agreement shall continue in full force and effect for a period of one (1) year
from the date hereof. This Agreement may be renewed for successive periods of
one (1) year by the mutual agreement of the Company and Consultant.

12. Termination of Agreement Prior to End of Term.

Either party may terminate this Agreement prior to the end of the term upon not
 less than thirty (30) days prior written notice.

13. Relationship of the Parties.  The parties expressly agree that for all
purposes hereunder Consultant will be acting as an Independent Contractor and
not as an employee, partner or joint venturer of the Company, including for
purposes of withholding, social security, unemployment insurance, and any other
U.S. or foreign federal, state, provincial or local statute or regulation
governing the relationship between an employer and its employees.  Neither party
is the legal representative or agent of the other, nor shall either party have
the right or authority to assume, create, or incur any liability or any
obligation of any kind, expressed or implied, against, or in the name of or on
behalf of the other party.  Consultant agrees that he shall make no
representations or warranties on behalf of Company.

14. Miscellaneous.

   (a)	Attorney's Fees.  In the event that any legal action is brought to
	enforce or interpret any part of this Agreement, the prevailing party
	shall be entitled to recover reasonable attorney's fees and other costs
	incurred in that action, in addition to any other relief to which that
	party may be entitled.

   (b)	Successors.  Any successor to the Company (whether direct or indirect
	and whether by purchase, lease, merger, consolidation, liquidation or
	otherwise) to all of the Company's business and or assets shall assume
	the obligations under this Agreement and agree expressly to perform the
	obligations under this Agreement in the same manner and to the same
	extent as the Company would be required to perform such obligations in
	the absence of a succession.  The terms of this Agreement and all of
	Consultant's rights hereunder shall inure to the benefit of, and be
	enforceable by, Consultant's personal or legal representatives,
	executors, administrators, successors, heirs, distributees, devisees,
	and legatees.

   (c)	Governing Law.  This Agreement shall in all respects be construed,
	interpreted, and enforced in accordance with, and governed by the laws
	of the State of California.  The exclusive venue for the resolution of
	any dispute hereunder shall be the Superior Court of the State of
	California, County of Santa Clara, and the parties each consent to the
	jurisdiction of such courts, agree to accept service of process by mail,
	and hereby waive any jurisdictional or venue defenses otherwise
	available to the party.

   (d)	Severability.  If any term or provision of this Agreement shall be held
	invalid or unenforceable to any extent, the remainder of this Agreement
	shall not be affected and each other term and provision of this
	Agreement shall be valid to the fullest extent permitted by law.

   (e)	Counterparts.  This Agreement may be executed in counterparts, each of
	which shall constitute an original and all of which shall be one and the
	same instrument.

   (f)	Modification.  Any amendment, change or modification of this Agreement
	shall be effective only if it is in writing and signed by the parties
	hereto.

   (g)	Waiver.  The failure of either party to insist upon strict compliance
	with any of the terms, covenants or conditions of this Agreement by the
	other party shall not be deemed a waiver of that term, covenant or
	condition, nor shall any waiver or relinquishment of any right or power
	at any one time be deemed a waiver or relinquishment of that right or
	power for all or any other time.

   (h)	Notices.  Any notices required or permitted hereunder shall be given to
	the appropriate party at the address specified in this Agreement or at
	such other address as the party shall specify in writing and shall be by
	personal delivery, facsimile transmission or certified or registered
	mail.  Such notice shall be deemed given upon personal delivery to the
	appropriate address or upon receipt of electronic transmission or, if
	sent by certified or registered mail, three (3) days after the date of
	the mailing.

   (j)	Entire Agreement.  This Agreement represents the entire agreement
	between the Company and Consultant with respect to the subject matter
	hereof, and all prior agreements relating to the subject matter hereof
	are nullified and superseded hereby.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.


THE COMPANY:	HUMAN BIOSYSTEMS.,
		a California corporation

By: /s/ Harry Masuda
- --------------------
  Harry Masuda
  Chief Executive Officer

CONSULTANT:

By:/s/	Dr. David Winter
  ----------------------
        Dr. David Winter

        Address:XXXXXXXXXXXX
		Gilroy, CA 95020

EX-99.1

Exhibit 99.1


                   Human BioSystems Appoints A New President


Palo Alto, CA - August 30, 2005 - (OTCBB:HBSC)-Human Biosystems announces today
the appointment of Dr. David Winter its new President. Harry Masuda, who has
held the positions of President and CEO since the Company's inception, will
continue as its CEO.

"I am very pleased to welcome Dr. Winter to HBS," said Harry Masuda. "His
experience and knowledge in both the science and the operations side of managing
medical technology companies will greatly benefit HBS, especially at this stage
of our history," continued Mr. Masuda.  He went on to say, "Dr. Winter, who
served on our Advisory Board, will now play a more active role in directing HBS
as President, by guiding us through the regulatory process including FDA trials
when required, and leading HBS through negotiations with potential alliance
partners.

Dr. Winter has over 20 years experience in the pharmaceutical industry. He held
the positions of President and COO of GenPharm International, SangStat Medical
Corp., President and CEO of Human Organ Sciences and most recently with TriMed
research, Inc., as its CEO.

Dr. Winter is an experienced physician with a strong background in managing the
clinical development and approval process. He served as President of the Sandoz
Research Institute and as Vice President of Clinical Research and Development
for Sandoz Pharmaceuticals. He led the development, registration and approval of
cyclosporin as well as six other major compounds.

Prior to his industrial experience, Dr. Winter was the NASA Director of Life
Sciences. In this position, he directed all the medical, biological, and
biomedical-engineering activities for the US space program. He received his MD
from Washington University School of Medicine in St. Louis.

"I am very excited to be part of Human BioSystems and to be in a position to
help shape the future of the Company," said Dr. David Winter.

HBS is headquartered in Palo Alto, California with research facilities in
Michigan.

For further information about this release and the Company, contact Harry
Masuda, President, Human BioSystems, # 650-323-0943, hmasuda@
humanbiosystems.com  and/or contact Rich Kaiser, Investor Relations, YES
INTERNATIONAL, 800-631-8127, yes@yesinternational.com.

Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because such statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause results to differ materially from those
expressed or implied by such forward-looking statements include, but are not
limited to, results from ongoing research and development as well as clinical
studies, failure to obtain regulatory approval for the Company's products, if
required, failure to develop a product based on the Company's technology,
failure of any such products to compete effectively with existing products, the
ability of the Company to fund marketing and sales efforts that may be required
to effectively sell its products .and other factors discussed in filings made by
the Company with the Securities and Exchange Commission