SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                   Form 10-KSB

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

                     For the fiscal year ended June 30, 2004

             |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                        Commission File Number 000-24541
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                   CORGENIX MEDICAL CORPORATION
          (Name of Small Business Issuer in its charter)

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              Nevada                           93-1223466
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  (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                  No.)
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                 12061 Tejon Street, Westminster, Colorado 80234
          (Address of principal executive offices, including zip code)

         (303) 457-4345 (Issuer's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
             Securities registered pursuant to Section 12(g) of the
                       Act: Common Stock, $.001 Par Value

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

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

The issuer's revenues for its most recent fiscal year were: $5,162,924 The
aggregate market value of the voting stock held by non-affiliates of the issuer
was $1,040,586 as of June 30, 2004.

The number of shares of Common Stock outstanding was 5,324,818 as of October 11
2004.

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

Transitional   Small  Business   Disclosure   Format.  Yes  |_|  No  |X|





<page>


Item 1.  Description of Business.

      Certain terms used herein are defined in the Glossary that follows at the
end of Part I.

Company Overview

     Corgenix Medical Corporation ("Corgenix" or the "Company") is engaged in
the research, development, manufacture, and marketing of in vitro (outside the
body) diagnostic products for use in disease detection and prevention (the
"Diagnostics Products Business"). We currently sell 73 Diagnostic Products (the
"Diagnostic Products") on a worldwide basis to hospitals, clinical laboratories,
commercial reference laboratories, and research institutions. Our corporate
headquarters is located in Westminster, Colorado. We have two wholly owned
operating subsidiaries:
o     Corgenix, Inc., ("Corgenix, Inc.") (formerly REAADS),
        established in 1990 and located in Westminster, Colorado.
        Corgenix, Inc. is responsible for sales and marketing
        activities for North America, and also executes product
        development, product support, clinical and regulatory
        affairs, and product manufacturing of the Diagnostic
        Products.

o       Corgenix (UK) Ltd., ("Corgenix UK"), incorporated in the United Kingdom
        in 1996 (formerly REAADS Bio-Medical Products (UK) Limited), and is
        located in Peterborough, England. Corgenix UK manages the Diagnostic
        Business' international sales and marketing activities except for
        distribution in North America, which is under the responsibility of
        Corgenix, Inc.

On August 5, 2003 (as amended October 21, 2003), the Company entered into a
letter of intent to merge with Genesis Bioventures, Inc. (which we refer to as
GBI or Genesis) a biomedical development company focused on the development of
diagnostic tests ("Merger Transaction"). On March 12, 2004, the Company and
Genesis signed a definitive merger agreement to effectuate the merger. In
September 2004 the parties verbally agreed to an extension to the existing
Amended and Restated Agreement and Plan of Merger between the two companies
extending the closing date to on or before February 28, 2005.

If the merger is consummated, then Genesis would issue 14 million shares in
exchange for 100% of Corgenix's outstanding shares. On March 24, 2004 Genesis
advanced $500,000 to the Company in the form of a Convertible Promissory Note
("Bridge Note"), for on-going business operations as well as Merger Transaction
related expenses. Interest will accrue on the principal balance of the Bridge
Note only if the merger is not completed and the merger agreement is terminated,
in which case the interest will accrue at the prime rate at the time of such
termination and from said date of termination. Upon a termination of the merger
agreement, the unpaid principal plus accrued interest thereon is payable in four
fully amortized semi-annual payments, with the first payment due on October 31,
2004. Depending upon the reason for a termination of the merger agreement, the
lender (Genesis) may elect to convert the unpaid principal balance of the Bridge
Note plus accrued but unpaid interest thereon (if any) into shares of common
stock of Corgenix, at a conversion price of $.40 per share if the termination is
due to the unrightful refusal to close by Corgenix, or at a conversion price of
$.568 per share if the termination is for any other reason. The market value of
the Company's stock had increased from the date of the letter of intent to the
date the Bridge Note was executed, resulting in a beneficial conversion feature
which was credited to equity, and an equal amount is being recognized as
interest expense over the potential term of the Bridge Note. The terms of the
merger agreement provide that Corgenix's current management team will assume the
responsibility of managing the combined entity, which will continue to be known
as Genesis Bioventures, Inc. and will be headquartered in Westminster, Colorado,
the location of Corgenix's current corporate headquarters. In addition, the
proposed merger is conditioned upon certain closing conditions, including
approval by the stockholders of each company, the successful completion of a
second round of merger related financing in the amount of at least $6,000,000
(which we refer to as the Takeout Financing). The foregoing dates and amounts of
these provisions may be waived upon the mutual consent of both companies. The
Takeout Financing would provide the combined companies with funding to continue
to develop and further expand their respective technologies and sales and
marketing activities. Finally, in the event of a breach of the Merger Agreement,
the breaching party may be liable for up to $1,500,000 of liquidated damage
penalties.





<page>
The Diagnostics Products Business

      Introduction

      Our Diagnostics Products Business is managed by Corgenix, Inc. and
Corgenix UK, and includes the research, development, manufacture, and marketing
of in vitro diagnostic products for use in disease detection and prevention. We
sell 73 Diagnostics Products on a worldwide basis to hospitals, clinical
laboratories, commercial reference laboratories, and research institutions. Some
of these are products which we have developed and which we manufacture at our
Colorado facility, and others are products which we purchase from other
healthcare manufacturers ("OEM Products"). All of these products are used in
clinical laboratories for the diagnosis and/or monitoring of five important
areas of health care:

o       Autoimmune disease and Antiphospholipid antibody testing (diseases in
        which an individual creates antibodies to one's self, for example
        systemic lupus erythematosus ("SLE") and rheumatoid arthritis ("RA");

o       Vascular disease (diseases associated with certain types of thrombosis
        or clot formation, for example antiphospholipid syndrome, deep vein
        thrombosis, stroke and coronary occlusion);

o       Infectious diseases (diseases caused by certain bacterial and other
        microorganisms, for example gonorrhea, mononucleosis and herpes);

o     Liver diseases  (cirrhosis and transplanted organ rejection);
        and

o       Miscellaneous testing (pregnancy, fecal occult blood and related
        products).

      In addition to our current Diagnostic Products, we are actively developing
new laboratory tests in other important diagnostic testing areas. See "Other
Strategic Relationships." We manufacture and market to clinical laboratories and
other testing sites worldwide. Our customers include large and emerging health
care companies such as Instrumentation Laboratories, Helena Laboratories,
Cambridge Life Sciences plc, and Diagnostic Grifols, S.A.


<page>
      Most of our products are based on our patented and proprietary application
of Enzyme Linked ImmunoSorbent Assay ("ELISA") technology, a clinical testing
methodology commonly used worldwide. Most of our current products are based on
this platform technology in a delivery format convenient for clinical testing
laboratories. The delivery format, which we refer to as "Microplate," allows the
testing of up to 96 samples per plate, and is one of the most commonly used
formats, employing conventional testing equipment found in virtually all
clinical laboratories. The availability and broad acceptance of ELISA Microplate
products reduces entry barriers worldwide for our new products that employ this
technology and delivery format. Our products are sold as "tests" that include
all of the materials required to perform the test, except for routine laboratory
chemicals and instrumentation. A test using ELISA technology involves a series
of reagent additions into the Microplate, triggering a complex immunological
reaction in which a resulting color occurs. The amount of color developed in the
final step of the test is directly proportional to the amount of the specific
marker being tested for in the patient or unknown sample. The amount of color is
measured and the results calculated using laboratory instrumentation. Our
technology specifies a process by which biological materials are attached to the
fixed surface of a diagnostic test platform. Products developed using this
unique attachment method typically demonstrate a more uniform and stable
molecular configuration, providing a longer average shelf life, increased
accuracy and superior specificity than the products of our competitors.

      Some of the OEM products which we obtain from other manufacturers and sell
through our distribution network utilize technologies other than our patented
and proprietary ELISA technology.
<page>
      Our diagnostic tests are intended to aid in the identification of the
causes of illness and disease, enabling a physician to select appropriate
patient therapy. Internally and through collaborative arrangements, we are
developing additional products that are intended to broaden the range of
applications for our existing products and to result in the introduction of new
products.

      Since 1990, our sales force and distribution partners have sold over 12
million tests worldwide under the REAADS and Corgenix labels, as well as OEM
products. An integral part of our strategy is to work with corporate partners to
develop market opportunities and access important resources. We believe that our
relationships with current and potential partners will enable us to enhance our
menu of diagnostic products and accelerate our ability to penetrate the
worldwide markets for new products.

      We currently use the REAADS trademarks and trade names in the sale of the
products which we manufacture. These products constitute the majority of our
product sales.

      Industry Overview

      In vitro diagnostic, or IVD, testing is the process of analyzing the
components of a wide variety of body fluids outside of the body to identify the
presence of markers for diseases or other human health conditions. The worldwide
human health IVD market consists of reference laboratory and hospital laboratory
testing, testing in physician offices and the emerging over-the-counter market,
in which testing is done at home by the consumer.

      Traditionally, diagnostic testing has been performed in large, high-volume
commercial or hospital-based laboratories using instruments operated by skilled
technicians. Our products in a Microplate format are designed for such
instrumentation and are marketed to these types of laboratories. The
instrumentation and supportive equipment required to use our ELISA tests is
relatively simple, and typically is used by a laboratory for many different
products.
<page>

      The IVD industry has undergone major consolidation over the last few
years. As a result, the industry is characterized by a small number of large
companies or divisions of large companies that manufacture and sell numerous
diagnostic products incorporating a variety of technologies. Even given the
industry consolidation mentioned above, there continues to be many small
diagnostic companies, which generally have limited resources to commercialize
new products. As a result of technological fragmentation and customer support
requirements, we believe that there may be a substantial competitive advantage
for companies with unique and differentiated technologies that can be used to
generate a broad menu of diagnostic products and that have developed successful
customer support systems.

      Strategy

      Our primary objective is to apply our proprietary ELISA technology to the
development and commercialization of products for use in a variety of markets.
Our strategies for achieving this objective include the following:

      Apply our ELISA Technology to Additional Diagnostic Markets. We have
      focused our resources on development of highly accurate tests in the
      Microplate format for sale to clinical testing laboratories. We believe we
      can expand our market focus with the addition of new tests that are
      complementary to the current product line.

      Leverage Sales and Marketing Resources. We maintain a small marketing and
      sales organization, which is experienced in selling diagnostic tests into
      the laboratory market. We plan to expand this sales organization, adding
      distribution channels where appropriate. We will also plan to expand our
      product menu with more high value, quality products through internal
      development, acquisition or licensing of complementary products and
      technologies.

      Continue to Develop Strategic Alliances to Leverage Company Resources. We
      have developed, and will continue to pursue, strategic alliances to access
      complementary resources (such as proprietary markers, funding, marketing
      expertise and research and development assistance), to leverage our
      technology, expand our product menu and maximize the use of our sales
      force.

      Pursue Synergistic Product and/or Technology Acquisitions. We intend to
      proactively evaluate strategic acquisitions of companies, technologies and
      product lines where we identify a strategic opportunity to expand our core
      business while increasing revenues and earnings from these new
      technologies. Any acquisition of such synergistic products and/or
      technologies will, of necessity, depend on the availability to the Company
      of adequate financial resources to do so.

      Expand into Additional Market Segments for Existing Products. We intend to
      investigate additional market opportunities for both clinical and research
      applications of our existing products.


<page>
      Products and Markets

      We currently sell ELISA tests in major markets worldwide. To date, our
sales force and distribution partners have sold over 12 million tests since we
first received product marketing clearance from the United States Food and Drug
Administration (the "FDA") for the first anti-cardiolipin antibody ("aCL") test
in 1990. Many peer reviewed medical publications, abstracts and symposia have
been presented on the favorable technical differentiation of our tests over
competitive products.

      To extend the product offering for current product lines, and to
complement our premium-priced, existing assays, we plan to add products from
strategic partners. Our current product menu, commercialized under the
trademarks "REAADS" and "Corgenix," includes the following:

      Autoimmune Disease Products

      Our ELISA Autoimmune Disease Product line consists of fifteen products,
including tests for antinuclear antibodies (ANA) screening, dsDNA, Sm, SM/RNP,
SSA, SSB, Jo-1, Scl-70, Histones, Centromere, Mitochondria, MPO, PR3,
Thyroglobulin and thyroid peroxidase.

      We manufacture one of these products; the remainder are manufactured for
us by other companies. The products are used for the diagnosis and monitoring of
autoimmune diseases including RA, SLE, Mixed Connective Tissue Disease,
Sjogren's Syndrome, Dermatopolymyositis and Scleroderma.

      These autoimmune disease products are formatted in the ELISA Microplate
format, and are differentiated from the competition by their user convenience.
Historically, diagnostic tests utilized antiquated technologies that presented
significant limitations for the clinical laboratory environment, including
greater labor requirements and the need for a subjective interpretation of the
results. These ELISA autoimmune tests overcome these technology shortfalls,
permitting a clinical laboratory to automate its tests, lowering the
laboratory's labor costs as well as providing objectivity to test result
interpretation.

      Antiphospholipid Antibody Testing Products

      We manufacture and market eleven products for antiphospholipid antibody
testing, which in the fiscal year ended June 30, 2004 represented approximately
54% of our total product sales. These include: aCL IgG, aCL IgA, aCL IgM;
anti-phosphatidylserine ("aPS") IgG, aPS IgA, aPS IgM; anti-B2-Glycoprotein I
("aB2GPI") IgG, aB2GPI IgA, and aB2GPI IgM; and anti-Prothrombin ("aPT") IgG and
IgM.

      ELISA technology is typically used to measure the antibodies directed
against membrane anionic phospholipids (i.e., negatively charged molecules such
as cardiolipin and phosphatidylserine) or their associated plasma proteins,
predominantly beta-2 glycoprotein 1). Antiphospholipid antibodies are associated
with the presence of both venous and arterial thrombosis (clotting),
thrombocytopenia (low platelet count that can result in bleeding), and recurrent
miscarriage. These autoantibodies are frequently found in patients with systemic
lupus erythematosis (SLE, Lupus) and other autoimmune diseases, as well as in
some individuals with no apparent previous underlying disease, Antiphospholipid
syndrome.

      The importance of the antiphospholipid syndrome resides in its association
with serious clinical manifestations such as chronic and recurrent venous (deep
vein) thrombosis, as well as arterial thromboembolic disease including heart
attacks, strokes and pulmonary embolism. Thrombocytopenia has been attributed to
the temporary removal of platelets from circulation during a thrombotic episode
(clot formation).

<page>
      Vascular Disease Products



      We market seven tests for vascular diseases. We manufacture four products,
and three others are manufactured for us by other companies. Protein C Antigen
ELISA, Protein S Antigen ELISA, Monoclonal Free Protein S ELISA, von Willebrand
Factor Antigen ELISA, abp von Willebrand Factor Activity Test; GTI Platelet
Factor 4 Test and abp Ristocetin.

      These products are useful in the diagnosis of certain clotting and
bleeding disorders including von Willebrand's Disease (Hemophilia B).

      Hemostasis (the normal stable condition in which there is neither
excessive bleeding nor excessive clotting) is maintained in the body by the
complex interaction of the endothelial cells of blood vessels, coagulation cells
such as platelets, coagulation factors, lipids (cholesterol) and antibodies
(autoantibodies). All play important roles in maintaining this hemostasis. In
clinical situations in which an individual demonstrates excessive clotting or
bleeding, a group of laboratory tests is typically performed to assess the
source of the disorder using the tests that we market.

      Liver Disease Products

      We manufacture a test to quantitate hyaluronic acid ("Hyaluronic Acid" or
"HA") in a Microplate format. The product has been distributed through the
Chugai distribution network in Japan under the Chugai Diagnostic Sciences label
since 1996, and through Corgenix UK in the United Kingdom since 1998. On June
30, 2001, we signed a license agreement with CDS whereby we have the exclusive
rights to manufacture and market the HA product worldwide except for Japan. See
"Chugai Strategic Relationship."

      Hyaluronic Acid is a component of the matrix of connective tissues, found
in synovial fluid of the joints where it acts as a lubricant and for water
retention. It is produced in the synovial membrane and leaks into the
circulation via the lymphatic system where it is quickly removed by specific
receptors located in the liver. Increased serum levels of HA have been described
in patients with rheumatoid arthritis due to increased production from synovial
inflammation, and in patients with liver disease due to interference with the
removal mechanism. Patients with cirrhosis will have the highest serum HA
levels, which correlate with the degree of liver involvement.

      Technology

      Our ELISA application technology was developed to provide the clinical
laboratory with a more sensitive, specific, and objective technology to measure
clinically relevant antibodies in patient serum samples. High levels of these
antibodies are frequently found in individuals suffering from various
immunological diseases, and their serologic determination is useful not only for
specific diagnosis but also for assessing disease activity and/or response to
treatment. To accomplish these objectives, our current product line applies the
ELISA technology in a 96-Microplate format as a delivery system. ELISA provides
a solid surface to which purified antigens are attached, allowing their
interaction with specific autoantibodies during incubation. This
antigen-antibody interaction is then objectively measured by reading the
intensity of color generated by an enzyme-conjugated secondary antibody and a
chemical substrate added to the system.

      Our technology overcomes two basic problems seen in many other ELISA
systems. First, the material coated onto the plate can be consistently coated
without causing significant alteration of the molecular structure (which ensures
maintenance of immunologic reactivity), and the stability of these coated
antigens on the surface can be maintained (which provides a product shelf life
acceptable for commercial purposes). Our proprietary immunoassay technology is
useful in the manufacture of ELISA tests for the detection of many analytes
(target molecules) for the diagnosis and management of immunological diseases.
<page>
      Our technology results in products generally demonstrating performance
characteristics that exceed those of competitive testing procedures. Many
testing laboratories worldwide subscribe to external quality control systems or
programs conducted by independent, third-party organizations. These programs
typically involve the laboratory receiving unknown test samples on a routine
basis, performing certain diagnostic tests on the samples, and providing results
of their testing to the third party. Reports are then provided by the third
party that tells the testing laboratory how it compares to other testing
laboratories in the program. Several of our products are included in laboratory
surveys periodically conducted by unaffiliated entities, and our products
routinely demonstrate good performance and/or reproducibility when compared to
other manufacturers included in such survey. College of America Pathologists
Surveys,UKNEQAS, UKNational External Quality Assessment Service.



<PAGE>


      Our products typically require less hands-on time by laboratory personnel
and provide an objective, quantitative or semi-quantitative interpretation to
improve and standardize the clinical significance of results. We believe that
our proprietary technology will continue to be the mainstay for our future
diagnostic products. Most of the products in development will incorporate our
basic technology.

      Additional technologies may be required for some of the newly identified
tests, particularly for the POC business. We believe that, in addition to
internal expertise, most technology and delivery system requirements would be
available through joint venture or licensing arrangements or through
acquisition.

      Delivery Systems

      Most of our current products employ the Microplate delivery system using
ELISA technology. This format is universally accepted in clinical laboratory
testing and requires routine equipment currently available in most clinical
labs.

      Sales and Marketing

      We currently market and sell our diagnostic products to the clinical
laboratory market, both hospital based and free standing laboratories. We
utilize a diverse distribution program for our products. Our labeled products
are sold directly to testing laboratories in the United States through contract
sales representatives.

      Internationally, our labeled products are sold through established
diagnostic companies in Argentina, Australia, Austria, Belgium, Brazil, Canada,
Chile, Denmark, Egypt, Finland, France, Germany, Greece, Guatemala, Hong Kong,
Hungary, India, Ireland, Israel, Italy, Japan, Korea, Kuwait, Lebanon, Malaysia,
Mexico, The Netherlands, Norway, Paraguay, Peru, Portugal, Saudi Arabia,
Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Thailand,
Turkey, the United Kingdom, and Uruguay. Discussions are underway that are
expected to provide access to additional markets worldwide. Our agreements with
international distribution partners are on terms that are generally terminable
by us if the distributor fails to achieve certain sales targets. Either the
Company or the respective distributor, given the occurrence of certain events,
has the right, by giving written notice to the other party, to terminate the
distribution agreement. We have also established private label product
agreements with several United States and European companies. We have
international distribution headquarters in the United Kingdom and will add
direct commercialization and distribution in selected additional countries as
appropriate.

      We have an active marketing and promotion program for our diagnostic
testing products. We publish technical and marketing promotional materials,
which we distribute to current and potential customers. We attend major industry
trade shows and conferences, and our scientific staff actively publishes
articles and technical abstracts in peer review journals.

      Manufacturing

      Corgenix's manufacturing process for its products utilizes a
semi-automated production line for the manufacturing, assembly and packaging of
its ELISA Microplate products. Corgenix's current production capacity is 20,000
tests per day with a single eight-hour shift. Since 1990, Corgenix has
successfully produced over 12 million tests in Corgenix's Westminster, Colorado
facility, and Corgenix expects that current manufacturing facilities will be
sufficient to meet expected customer demand for the foreseeable future. If the
merge with Genesis is consummated, the Company believes that it will need to
expand its manufacturing capabilities in terms of manpower, automation and
square footage.

      Corgenix's manufacturing operations are fully integrated and consist of
raw material purification, reagent and Microplate processing, filling, labeling,
packaging and distribution. Corgenix has considerable experience in
manufacturing Corgenix's products using Corgenix's proprietary technology.
Corgenix expects increases in the demand for its products and has prepared plans
to increase its manufacturing capability to meet that increased demand. Corgenix
also maintains an ongoing investigation of scale-up opportunities for
manufacturing to meet future requirements. Corgenix anticipates that production
costs will decline as more products are added to the product menu in the future,
permitting Corgenix to achieve greater economies of scale as higher volumes are
attained. Corgenix has registered its facility with the FDA.
<page>
Quality System Regulations Requirements For Our Products


      In April 1999, Corgenix received ISO 9001: 1994 certification from TUV
Product Service GmbH, a world leader in medical device testing and
certification. ISO 9001 represents the international standard for quality
management systems developed by the International Organization for
Standardization, or ISO, to facilitate global commerce. To ensure continued
compliance with the rigorous standards of ISO 9001, companies must undergo
regularly scheduled assessments and re-certification every year. The ISO 9001
initiative is an important component in its commitment to maintain excellence.
Corgenix received re-certification in November 1999 and 2000, and in July 2002
received EN ISO 9001:1996, and EN ISO 13485:2000 certification through TUV
Rhineland of North America.

Corgenix's  Manufacturing  Process Starts With The Qualification Of
Raw Materials


      Our manufacturing process starts with the qualification of raw materials.
The microplates are then coated and bulk solutions prepared. The components and
the microplates are checked for ability to meet pre-established specifications
by Corgenix's quality control department. If required, adjustments in the bulk
solutions are made to provide optimal performance and lot-to-lot consistency.
The bulk solutions are then dispensed and packaged into planned component
configurations. The final packaging step in the manufacturing process includes
kit assembly, where all materials are packaged into finished product. The
finished kit undergoes one final performance test by Corgenix's quality control
department. Before product release for sale, Corgenix's Quality Assurance
department must verify that all quality control testing and manufacturing
processes have been completed, documented and have met all performance
specifications.

      The majority of raw materials and purchased components used to manufacture
Corgenix's products are readily available. Corgenix has established good working
relationships with primary vendors, particularly those that supply unique or
critical components for Corgenix's products. Corgenix mitigates the risk of a
loss of supply by maintaining a sufficient inventory of antibodies and critical
components to ensure an uninterrupted supply for at least three months. Corgenix
has also qualified second vendors for all critical raw materials and believes
that Corgenix can substitute a new supplier with regard to any of these
components in a timely manner. However, there can be no assurances that Corgenix
will be able to substitute a new supplier in a timely manner, and failure to do
so could have a material adverse effect on Corgenix's business, financial
condition and results of operations.

      Approximately 25% of Corgenix's product revenues are derived from sales
outside of the United States. International regulatory bodies often establish
varying regulations governing product standards, packaging and labeling
requirements, import restrictions, tariff regulations, duties and tax
requirements. To demonstrate our commitment to quality in the international
marketplace, we obtained ISO certification and have "CE" marked all four
products as required by the European In Vitro Diagnostic Directive 98/79/EC.

      Since 1990, Corgenix has entered into several contract manufacturing
agreements with other companies whereby Corgenix manufactures specific products
for the partner company. Corgenix expects to continue investigating and
evaluating opportunities for additional agreements.


      Chugai (Fujirebio) Strategic Relationship

      In September 2002, Chugai Diagnostics Science, Co. Ltd.,
formerly a wholly owned subsidiary of Chugai Pharmaceutical Co.,
Ltd., a Tokyo based pharmaceutical company, was merged into
Fujirebio, Inc., a large Japanese Diagnostics company based in
Tokyo and a leader in the field of immunoserology. The
relationship between Corgenix and Chugai was established in June
1993.  Currently, except for the on-going HA License Agreement
described below, there are no sales to or operations related to
Fujirebio.  Corgenix is currently in discussions with Fujirebio
regarding the potential contract manufacturing of certain
reagents for them.  The former relationship was a multifaceted
strategic affiliation that can be summarized as follows:

      No Future Orders for HA from Fujirebio for Japan. Fujirebio has not placed
nor forecast any orders for HA for Japan since November 2002 and Corgenix is
currently not projecting any future orders by them for HA.
<page>
      HA License Agreement. On June 30, 2001, Corgenix and Chugai executed a
license agreement (the "HA License Agreement") whereby Corgenix was granted
exclusive worldwide rights to manufacture and market the HA product (except for
Japan). The HA License Agreement is initially for a five-year period with
certain extension rights. The HA License Agreement establishes certain
performance requirements for Corgenix, and provides early cancellation of
exclusivity if Corgenix does not meet those performance goals. The HA License
Agreement is the only international distribution right currently granted by
Chugai to Corgenix, and was formally assumed by Fujirebio.


Other Strategic Relationships

      An integral part of our strategy has been and will continue to be entering
into strategic alliances as a means of accessing unique technologies or
resources or developing specific markets. The primary aspects of our corporate
partnering strategy with regards to strategic affiliations include:

      o    Companies that are interested in co-developing diagnostic tests that
           use our technology;

      o    Companies with complementary technologies;

      o    Companies with complementary  products and novel disease
           markers; and/or

      o    Companies with access to distribution channels that supplement our
           existing distribution channels.

      In furtherance of the foregoing strategies, we have established
revenue-producing strategic relationships with the following companies:

      Genesis Bioventures, Inc. In June 2002 the Company entered into a letter
of intent with Genesis Bioventures, Inc., ("GBI"), a publicly held company
headquartered in Vancouver, British Columbia, to develop, in ELISA format,
products from GBI's patented Mammastatin Serum Assay for breast cancer risk
assessment. This collaboration, although potentially very significant to the
Company, has been temporarily deferred until the completion of the announced
merger with GBI.

     Cambridge Life Sciences. Cambridge, a division of Byk Gulden and located in
Cambridge, United Kingdom, is a leading manufacturer of immunology and
microbiology diagnostic tests. In 1993, we entered into an agreement with
Cambridge by which we provide to Cambridge certain products that are sold
worldwide under the Cambridge label. These products are primarily sold in the
United Kingdom, and in the remainder of Europe. We also distribute several
products manufactured by Cambridge through our distribution network.

      Helena Laboratories Corporation. Helena, a privately held company located
in Beaumont, Texas, is one of the world market leaders in clinical
electrophoresis instrumentation and technology. In 1993, we entered into a
development and manufacturing agreement with Helena pursuant to which we
developed a series of vascular disease products for joint distribution. Three of
these received FDA clearance in 1997 and one in 1999. We manufacture these
products for worldwide distribution through both the Helena network and our
network. Pursuant to the development and manufacturing agreement, Helena has the
right to incorporate several of our current products and technology (both those
jointly developed and also other of our products) into a proprietary Helena
instrumentation for sale to hospitals and clinical laboratories.

      American Biochemical & Pharmaceutical Corporation. American Biochemical &
Pharmaceutical Corporation, or abp, is a privately held company located in
Marlton, New Jersey that sells a line of diagnostic products in coagulation and
vascular medicine. We distribute this product under our label through our
distribution network, primarily in the United States. This product complements
our expanding line of vascular disease products. The initial term of the
distribution arrangement with abp expired in June 2001 and has been continuously
extended for additional one-year terms, most currently to June 30, 2005. abp
also sells this test under our label through its distribution network. Under the
terms of a separate distribution agreement, abp sells our von Willebrand Factor
Antigen, Protein C, Protein S and Monoclonal Free Protein S products worldwide
under the Corgenix label through their distribution network.

<page>
      GTI, Inc. GTI is a privately held company located in Brookfield, Wisconsin
that manufactures ELISA diagnostic products. In April 1998, we signed an
agreement with GTI by which we became a non-exclusive distributor of GTI's
Platelet Factor 4 ELISA test kit in the United States. The initial term of the
agreement was one year and has been renewed at our option. This product is also
part of our vascular disease product strategy.

      RhiGene, Inc. RhiGene is a Des Plaines, Illinois based company which is a
wholly owned subsidiary of Medical & Biological Laboratories Company, Ltd.,
("MBL") of Nagoya, Japan. In March 2002 we signed a distribution agreement with
RhiGene which grants us exclusive rights to distribute RhiGene's complete
diagnostic line of autoimmune testing products in North and South America. The
arrangement also provides us with rights to certain other international markets.
In July 2002, MBL made a $500,000 strategic investment in the Common Stock of
our Company. As part of the investment agreement, MBL has warrants to purchase
additional shares of our Common Stock for a total potential investment of
$1,000,000.

      We have established OEM agreements with several international diagnostic
companies. Under some of these agreements, we manufacture selected products in
the same configuration as the Company's own products, under the partner's label
for worldwide distribution. In other OEM agreements, the Company manufactures
diagnostic kits according to the partner's unique specifications under the
partner's label.

      Research and Development

      We direct our research and development efforts towards development of new
products on our proprietary platform ELISA technology in the Microplate format,
as well as applying our technology to automated laboratory testing systems and
to a rapid test format to address operator ease-of-use and expand our market
opportunities. In that regard, we have organized our research and development
effort into three major areas: (i) new product development, (ii) technology
assessment, and (iii) technical and product support.


      Our technical staff evaluates the performance of reagents (prepared
internally or purchased commercially), creates working prototypes of potential
products, performs internal studies, participates in clinical trials, produces
pilot lots of new products, produces a validated method that can be consistently
manufactured, creates documentation required for manufacturing and testing of
new products, and works closely with our quality assurance department to satisfy
regulatory requirements and support regulatory clearance. They are responsible
for assessing the performance of new technologies along with determining the
technical feasibility of market introduction, and investigating the patent /
license issues associated with new technologies.

      Our technical staff is responsible for supporting current products on the
market through scientific investigation, and is responsible for design transfer
to manufacturing of all new products developed. They assess the performance and
validate all externally-sourced products.

      The technical staff includes individuals skilled in immunology, assay
development, protein biochemistry, biochemistry and basic sciences. We maintain
facilities to support our development efforts at the Westminster, Colorado
headquarters. Group leaders are also skilled in planning and project management
under FDA-mandated design control. See "-- Regulation."

      During fiscal 2004 and 2003, we spent $738,000 and $859,000, respectively,
for research and development. The decrease was primarily attributable to
increased payroll-related costs and purchases related to additional research and
development contract work. We expect research and development spending to
increase during 2004. Research and development contract revenue amounted to
$211,935 and $555,813 for the 2004 and 2003 fiscal years ended June 30.

      Products and Technology in Development

      We intend to expand our product menu through internal development,
development in collaboration with strategic partners and acquisition and/or
licensing of new products and technologies. We are currently working with
partners to develop additional tests to supplement the existing product lines
and two contract research projects as of September 2004. The following
summarizes our current product and technology development programs:
<page>
      Vascular Disease Testing Products

      We are one of the market leaders in development of innovative tests in the
antiphospholipid market, and expect to continue developing products in this area
to ensure our ongoing strong market position. In the fiscal year ended June 30,
1999, we developed three new antiphospholipid products which are more specific
for thrombosis and the antiphospholipid syndrome when incorporated with the
conventional aCL and aPS tests, and are configured for sale to hospital based
and free-standing independent laboratories. Filing of the 510(k) applications
for the new tests was completed and one of the products, anti-phosphatidylserine
IgA, was cleared by the FDA in April 2000. Two additional products in this area,
IgG anti-Prothrombin and IgM anti-Prothrombin (aPT), were cleared by the FDA in
April 2001. Four additional products in this area and three products in the
coagulation area are in various stages of development, and we expect to file
applications with the FDA in 2004-2005. See "-- Regulation."

      Automated Laboratory Testing Systems

      We believe that the application of our proprietary ELISA technology to
automated laboratory-testing systems will significantly expand the hospital and
specialized laboratory market opportunity through OEM partnerships and direct
sales to high volume testing laboratories. We have several such development
programs pending with strategic partners.

      Competition

      Competition in the human medical diagnostics industry is significant. Our
competitors range from development stage diagnostics companies to major domestic
and international pharmaceutical companies. Many of these companies have
financial, technical, marketing, sales, manufacturing, distribution and other
resources significantly greater than we do. In addition, many of these companies
have name recognition, established positions in the market and long standing
relationships with customers and distributors. The diagnostics industry
continues to experience significant consolidation in which many of the large
domestic and international healthcare companies have been acquiring mid-sized
diagnostics companies, further increasing the concentration of resources.
However, competition in diagnostic medicine is highly fragmented, with no
company holding a dominant position in autoimmune or vascular diseases. There
can be no assurance that new, superior technologies will not be introduced that
could be directly competitive with or superior to our technologies.

      Our competitors include Inova Diagnostics, Inc., DIASORIN, Diagnostica
Stago, American Bioproducts, Helena Laboratories Corporation (an existing
licensee of Corgenix technology), Organon Teknika, Helix Diagnostic Hemagen
Diagnostics, Sigma Diagnostics, The Binding Site and IVAX Diagnostics. We
compete against these companies on the basis of product performance, customer
service, and to a smaller extent, price.

      Patents, Trade Secrets and Trademarks

      We have built a strong patent and intellectual property position around
our proprietary application of ELISA technology. We hold one United States
patent that expires in 2010. We have no pending patent applications. The
Hyaluronic Acid product is protected by U.S., Japanese and European patents held
by Chugai. As part of the agreements with Chugai, we have a license to use the
Chugai patents to manufacture this product for worldwide distribution, and
marketing rights worldwide except Japan. See "-- Chugai Strategic Relationship."

      Patent applications in the United States are maintained in secrecy until
patents are issued. There can be no assurance that our patent, and any patents
that may be issued to us in the future, will afford protection against
competitors with similar technology. In addition, no assurances can be given
that the patents issued to us will not be infringed upon or designed around by
others or that others will not obtain patents that we would need to license or
design around. If the courts uphold existing or future patents containing broad
claims over technology used by us, the holders of such patents could require us
to obtain licenses to use such technology. In fiscal 2004 the Company did not
incur any costs to defend our patents. See "Part II. Item 6. Management's
Discussion and Analysis -- Forward-Looking Statements and Risk Factors --
Uncertainty of Protection of Patents, Trade Secrets and Trademarks."

      We have registered our trademark "REAADS" on the principal federal
trademark register and with the trademark registries in many countries of the
world. This trademark is eligible for renewal in 2006 and will expire in 2007.
The trademark "Corgenix" was approved in September 2000.
<page>
      Where appropriate, we intend to obtain patent protection for our products
and processes. We also rely on trade secrets and proprietary know-how in our
manufacturing processes. We require each of our employees, consultants and
advisors to execute a confidentiality agreement upon the commencement of any
employment, consulting or advisory relationship with us. Each agreement provides
that all confidential information developed or made known to the individual
during the course of the relationship will be kept confidential and not be
disclosed to third parties except in specified circumstances. In the case of
employees, the agreements provide that all inventions conceived of by an
employee shall be the exclusive property of the Company.

      The majority of our product sales, approximately 85% for the fiscal year
ended June 30, 2004 and 85% in fiscal 2003, were products that utilized our
proprietary technology.

      Regulation

      The testing, manufacturing and sale of our products are subject to
regulation by numerous governmental authorities, principally the FDA and foreign
regulatory agencies. The FDA regulates the clinical testing, manufacture,
labeling, distribution and promotion of medical devices, which includes
diagnostic products. We are restricted from marketing or selling diagnostic
products in the United States until clearance is received from the FDA. In
addition, various foreign countries in which our products are or may be sold
impose local regulatory requirements. The preparation and filing of
documentation for FDA and foreign regulatory review can be a lengthy, expensive
and uncertain process.

      In the United States, medical devices are classified by the FDA into one
of three classes (Class I, II or III) on the basis of the controls deemed
necessary by the FDA to ensure their safety and effectiveness in a reasonable
manner. Class I devices are subject to general controls (e.g., labeling,
pre-market notification and adherence to QSR requirements). Class II devices are
subject to general and special controls (e.g., performance standards,
post-market surveillance, patient registries and FDA guidelines). Generally,
Class III devices are those that must receive pre-market approval by the FDA to
ensure their safety and effectiveness (e.g., life-sustaining, life-supporting
and implantable devices or new devices that have been found not to be
substantially equivalent to legally marketed devices). All of our current
products and products under development are or are expected to be classified as
Class II or Class III devices.

      Before a new device can be introduced in the market, we must obtain FDA
clearance or approval through either clearance of a 510(k) pre-market
notification or approval of a pre market approval ("PMA") application, which is
a more extensive and costly application. All of our products have been cleared
using a 510(k) application, and we expect that most, if not all, future products
will also qualify for clearance using a 510(k) application (as described in
Section 510(k) of the Medical Device Amendments to the F D & C Act of 1938).

      It generally takes up to 90 days from submission to obtain 510(k)
pre-market clearance but may take longer. The FDA may determine that a proposed
device is not substantially equivalent to a legally marketed device or that
additional information is needed before a substantial equivalence determination
can be made. A "not substantially equivalent" determination, or a request for
additional information, could prevent or delay the market introduction of new
products that fall into this category. For any devices that are cleared through
the 510(k) process, modifications or enhancements that could significantly
affect safety or effectiveness, or constitute a major change in the intended use
of the device, will require new 510(k) submissions. There can be no assurance
that we will be able to obtain necessary regulatory approvals or clearances for
our products on a timely basis, if at all, and delays in receipt of or failure
to receive such approvals or clearances, the loss of previously received
approvals or clearances, limitations on intended use imposed as a condition of
such approvals or clearances, or failure to comply with existing or future
regulatory requirements could have a material adverse effect on our business,
financial condition and results of operations. See "Part II. Item 6.
Management's Discussion and Analysis -- Forward-Looking Statements and Risk
Factors -- Governmental Regulation of Diagnostic Products."

      Our customers using diagnostic tests for clinical purposes in the United
States are also regulated under the Clinical Laboratory Information Act of 1988,
or CLIA. The CLIA is intended to ensure the quality and reliability of all
medical testing in laboratories in the United States by requiring that any
health care facility in which testing is performed meets specified standards in
the areas of personnel qualification, administration, participation in
proficiency testing, patient test management, quality control, quality assurance
and inspections. The regulations have established three levels of regulatory
control based on test complexity: "waived," "moderately complex" and "highly
complex." Our current ELISA tests are categorized as "moderately complex" tests
for clinical use in the United States. Under the CLIA regulations, all
laboratories performing high or moderately complex tests are required to obtain
either a registration certificate or certification of accreditation from the
"Centers for Medicare and Medicaid Services" ("CMS"), formerly the United States
Health Care Financing Administration. There can be no assurance that the CLIA
regulations and future administrative interpretations of CLIA will not have an
adverse impact on the potential market for our future products.
<page>
      We are subject to numerous federal, state and local laws relating to such
matters as safe working conditions, manufacturing practices, environmental
protection, fire hazard control and disposal of hazardous or potentially
hazardous substances. There can be no assurance that we will not incur
significant costs to comply with laws and regulations in the future or that such
laws or regulations will not have a material adverse effect upon our business,
financial condition and results of operations.

      Reimbursement

      Currently our largest market segment is the hospital-based and
free-standing independent laboratory market in the United States. Payment for
testing in this segment is largely based on third-party payor reimbursement. The
laboratory that performs the test will submit an invoice to the patient's
insurance provider (or the patient if not covered by a program). Each diagnostic
procedure (and in some instances, specific technologies) is assigned a current
procedural terminology ("CPT") code by the American Medical Association. Each
CPT code is then assigned a reimbursement level by CMS. Third party insurance
payors typically establish a specific fee to be paid for each code submitted.
Third party payor reimbursement policies are generally determined with reference
to the reimbursement for CPT codes for Medicare patients, which themselves are
determined on a national basis by CMS.


      Employees (for Consolidated Entity)

      As of October 11, 2004, we employed 36 employees, 35 full-time and one
part-time. Of these, four hold advanced scientific or medical degrees. None of
Corgenix's employees are covered by a collective bargaining agreement. We
believe that the Company maintains good relations with our employees.


Item 2.  Description of Property.

      We currently lease approximately 15,600 square feet of space in two
close-by buildings in Westminster, Colorado, which are used for our
administrative offices, research and development facilities and manufacturing
operations. Both leases expire August 31, 2006. We also lease approximately
1,400 square feet of office space in Peterborough, Cambridgeshire, United
Kingdom under a lease that expires October 6, 2006 and it is the intention of
Corgenix UK Limited to renew the lease subsequent to its initial term. We
believe that suitable additional or alternative space will be available on
commercially reasonable terms, as needed, upon the termination of our
Westminster, Colorado lease term, and that our existing facilities will be
sufficient for our operational purposes through the end of the leases.

Item 3.  Legal Proceedings

      None.

Item 4.  Submission of Matters to a Vote of Security-Holders.

      None.

<page>
                                    GLOSSARY

      antibody -- a protein produced by the body in response to contact with an
antigen, and having the specific capacity of neutralizing, hence creating
immunity to, the antigen.

      anti-cardiolipin antibodies (aCL) -- a class of antiphospholipid antibody
which reacts with a negatively-charged phospholipid called cardiolipin or a
phospholipid-cofactor complex; frequently found in patients with SLE and other
autoimmune diseases; also reported to be significantly associated with the
presence of both arterial and venous thrombosis, thrombocytopenia, and recurrent
fetal loss.

      antigen -- an enzyme, toxin, or other substance, usually of high molecular
weight, to which the body reacts by producing antibodies.

      anti-phosphatidylserine antibodies (aPS) -- a class of antiphospholipid
antibody which reacts to phosphatidylserine; similar to aCL; believed to be more
specific for thrombosis.

      antiphospholipid antibodies -- a family of autoantibodies with specificity
against negatively charged phospholipids, that are frequently associated with
recurrent venous or arterial thrombosis, thrombocytopenia, or spontaneous fetal
abortion in individuals with SLE or other autoimmune disease.

      antiphospholipid syndrome -- a clinical condition characterized by venous
or arterial thrombosis, thrombocytopenia, or spontaneous fetal abortion, in
association with elevated levels of antiphospholipid antibodies and/or lupus
anticoagulant.

      assay -- a laboratory test; to examine or subject to analysis.

      autoantibody -- an antibody with specific reactivity against a component
substance of the body in which it is produced; a disease marker.

      autoimmune diseases -- a group of diseases resulting from reaction of the
immune system against self components.

      beta 2 glycoprotein I ((beta)2GPI) -- a serum protein (cofactor) that
participates in the binding of antiphospholipid antibodies.

      coagulation -- the process by which blood clots.

      cofactor -- a serum protein that participates in the binding of
antiphospholipid antibodies, for example (beta)2GPI.

      delivery format -- the configuration of the product. Current Corgenix
products utilize a 96-well microplate system for its delivery format.

      hemostasis -- mechanisms in the body to maintain the normal liquid state
of blood; a balance between clotting and bleeding.



<PAGE>


      hyaluronic acid (HA) -- a polysaccharide found in synovial fluid, serum
and other body fluids and tissues, elevated in certain rheumatological and
hepatic (liver) disorders.

      HDL cholesterol -- high density lipoprotein associated with cholesterol.

      immunoassay -- a technique for analyzing and measuring the concentration
of disease markers using antibodies; for example, ELISA.

      immunoglobulin -- a globulin protein that participates in the immune
reaction as the antibody for a specific antigen.

      immunology -- the branch of medicine dealing with (a) antigens and
antibodies, esp. immunity to disease, and (b) hypersensitive biological
reactions (such as allergies), the rejection of foreign tissues, etc.

      in vitro -- isolated from the living organism and artificially maintained,
as in a test tube.

      in vivo -- occurring within the living organism.

      lipids -- a group of organic compounds consisting of the fats and other
substances of similar properties.

      platelets -- small cells in the blood which play an integral role in
coagulation (blood clotting).

      platform technology -- the basic technology in use for a majority of the
Company's products, in essence the "platform" for new products. In the case of
Corgenix, the platform technology is ELISA (enzyme linked immunosorbent assay).

      phospholipids -- a group of fatty compounds found in animal and plant
cells which are complex triglyceride esters containing long chain fatty acids,
phosphoric acid and nitrogenous bases.

      protein C -- normal blood protein that regulates hemostasis; decreased
levels lead to thrombosis.

      protein S -- normal blood protein that regulates hemostasis; decreased
levels lead to thrombosis.

      rheumatic diseases -- a group of diseases of the connective tissue, of
uncertain cause and including rheumatoid arthritis (RA), rheumatic fever, etc.,
usually characterized by inflammation, pain and swelling of the joints and/or
muscles.

      serum -- the clear yellowish fluid which separates from a blood clot after
coagulation and centrifugation.

      systemic lupus erythematosus (SLE) -- a usually chronic disease of unknown
cause, characterized by red, scaly patches on the skin that tend to produce
scars, frequently affecting connective tissue and involving the kidneys, spleen,
etc.

      thrombin -- the enzyme of the blood, formed from prothrombin, that causes
clotting by converting fibrinogen to fibrin.

      thrombocytopenia -- a condition in which there is an abnormally small
number of platelets in the circulating blood.



<PAGE>


      thromboembolism  -- the  obstruction  or  occlusion of a blood
vessel by a thrombus.

      thrombosis -- coagulation of the blood within a blood vessel of any organ,
forming a blood clot.

      tumor markers --- serum proteins or molecules found in high concentrations
in patients with selected cancers.

      vascular -- of or pertaining to blood vessels.

      von Willebrand's Factor (vWF) -- normal blood protein that regulates
hemostasis; decreased levels lead to abnormal bleeding and increased levels may
produce thrombosis.




<PAGE>





                                     PART II

       Item 5. Market for Common Equity and Related Stockholder Matters.

      Our Common Stock is traded on the OTC Bulletin Board (R) under the symbol
"CONX". On September 27, 2004, the last bid price of our Common Stock on the OTC
Bulletin Board (R) as reported by the OTC Bulletin Board (R) was $0.45.

      The following table sets forth, for the periods indicated, the high and
low bid prices of our Common Stock as reported on the OTC Bulletin Board (R).
The following quotations reflect inter-dealer prices, without retail mark-up,
markdown or commissions, and may not represent actual transactions.

               Stock Price Dates
                                                   Stock Price Ranges
                                                     High      Low

      Fiscal Year 2004
      Quarter Ended:
           September 30, 2003                       $1.29     $0.70
           December 31, 2003                        $1.35     $0.85
           March 31, 2004                           $1.05     $0.70
           June 30, 2004                            $0.90     $0.28

      Fiscal Year 2003
      Quarter Ended:
           September 30, 2002                       $0.80     $0.29
           December 31, 2002                        $0.65     $0.32
           March 31, 2003                           $0.60     $0.22
           June 30, 2003                            $0.38     $0.22

      On October 11, 2004 there were approximately 173 holders of record of our
Common Stock.

      To date, we have not paid any dividends on our Common Stock, and the Board
of Directors of the Company does not currently intend to declare cash dividends
on our Common Stock. We instead intend to retain earnings, if any, to support
the growth of the Company's business. Any future cash dividends would depend on
future earnings, capital requirements and the Company's financial condition and
other factors deemed relevant by the Board of Directors. We are restricted from
paying dividends on our Common Stock under the terms of a promissory note to
Vectra Bank without the consent of Vectra Bank.

      Stock Issuance

          On July 1, 2002, the Company entered into an agreement ("MBL
Agreement") with Medical & Biological Laboratories Co., Ltd. ("MBL"), a
strategic partner and manufacturer of autoimmune diagnostic kits located in
Nagoya, Japan, under which the Company sold 880,282 shares, on a redeemable
basis, of its $.001 par value common stock to MBL for gross proceeds of
$500,000. Net proceeds to the Company after issuance costs were $484,746. Under
the MBL Agreement, MBL was also granted a put option pursuant to which MBL could
cause the Company to repurchase, at a future date, the common stock sold to MBL
under the MBL Agreement. Thus, the common stock sold has been designated
"redeemable common stock." If exercised, the put option requires the stock to be
repurchased at the original purchase price, payable in either a lump-sum
purchase or financed over a six-month period. The put option is exercisable by
MBL any time after the termination or expiration of the distribution agreement
between the Company and RhiGene, MBL's U.S. subsidiary, upon any merger or
consolidation of the Company with another corporation wherein the Company's
stockholders own less than 50% of the surviving corporation or upon any sale or
other disposition of all or substantially all of the Company's assets. In March
2004, MBL's representative to the Company's Board of Directors voted in favor of
the execution of the Merger Agreement with Genesis. MBL's approval of the
eventual merger is not required. The present distribution agreement with RhiGene
expires on March 31, 2005, though the distribution agreement may be renewed or
extended prior to that time and has certain provisions that could result in an
earlier termination date.
<page>
Pursuant to the agreement with MBL, as long as MBL holds at least 50% of the
common stock purchased under the MBL agreement, MBL must give its written
consent to the payment of any dividend, the repurchase of any of the Company's
equity securities, the liquidation or dissolution of the Company or the
amendment of any provision of the Company's Articles of Incorporation or Bylaws
which would adversely affect the rights of MBL under the stock purchase
transaction documents. MBL was granted standard anti-dilution rights with
respect to stock issuances not registered under the Securities Act. MBL also
received standard piggyback registration rights and certain demand registration
rights.


      Issuance of Warrants

      As part of the MBL Agreement and for no additional consideration, MBL was
issued warrants to purchase an additional 880,282 shares of Common Stock at a
price of $.568 per share, which is equal to an aggregate amount of $500,000.
These warrants expire on July 3, 2007 and may be exercised in whole or in part
at any time prior to their expiration. The estimated fair value of the warrant
upon issuance was calculated as $401,809 using the Black-Scholes model with the
following assumptions: no expected dividend yield, 143% volatility, risk free
interest rate of 4.2% and an expected life of five years. The gross proceeds of
$500,000 were allocated $277,221 to redeemable common stock and $222,779 to the
related warrants based on the relative fair values of the respective instruments
to the fair value of the aggregate transaction. Issuance costs and the discount
attributed to the warrants upon issuance are being accreted on the interest
method over the 33-month period prior to the presently expected first date on
which the put option may be exercised, which is the present expiration date of
the distribution agreement between the Company and RhiGene.


      Forward-Looking Statements

      This Form 10-KSB includes statements that are not purely historical and
are "forward-looking statements" within the meaning of Section 21E of the
Securities Act of 1934, as amended, including statements regarding our
expectations, beliefs, intentions or strategies regarding the future. All
statements other than historical fact contained in this Form 10-KSB, including,
without limitation, statements regarding future product developments,
acquisition strategies, strategic partnership expectations, technological
developments, the availability of necessary components, research and development
programs and distribution plans, are forward-looking statements. All
forward-looking statements included in this Form 10-KSB are based on information
available to us on the date hereof, and we assume no obligation to update such
forward-looking statements. Although we believe that the assumptions and
expectations reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to have been correct or that
we will take any actions that may presently be planned.

Item  6.   Management's   Discussion   and   Analysis  or  Plan  of
Operation.

      The following discussion should be read in conjunction with the financial
statements and accompanying notes included elsewhere herein.

      General

      Since the Company's inception, we have been primarily involved in the
research, development, manufacturing and marketing/distribution of diagnostic
tests for sale to clinical laboratories. We currently market 73 products
covering autoimmune disorders, vascular diseases, infectious diseases and liver
disease. Our products are sold in the United States, the UK and other countries
through our marketing and sales organization that includes contract sales
representatives, internationally through an extensive distributor network, and
to several significant OEM partners.

      We manufacture products for inventory based upon expected sales demand,
shipping products to customers, usually within 24 hours of receipt of orders if
in stock. Accordingly, we do not operate with a customer order backlog.

      Except for the fiscal year ending June 30, 1997, we have experienced
revenue growth since our inception, primarily from sales of products and
contract revenues from strategic partners. Contract revenues consist of service
fees from research and development agreements with strategic partners.
<page>
      Beginning in fiscal year 1996, we began adding third-party OEM licensed
products to our diagnostic product line. Currently we sell 128 products licensed
from or manufactured by third party manufacturers. We expect to expand our
relationships with other companies in the future to gain access to additional
products.

      Although we have experienced growth in revenues every year since 1990,
except for 1997, there can be no assurance that, in the future, we will sustain
revenue growth, current revenue levels, or achieve or maintain profitability.
Our results of operations may fluctuate significantly from period-to-period as
the result of several factors, including: (i) whether and when new products are
successfully developed and introduced, (ii) market acceptance of current or new
products, (iii) seasonal customer demand, (iv) whether and when we receive
research and development payments from strategic partners, (v) changes in
reimbursement policies for the products that we sell, (vi) competitive pressures
on average selling prices for the products that we sell, and (vii) changes in
the mix of products that we sell.

      Critical Accounting Policies

      The Company's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States ("GAAP") and
our significant accounting policies are summarized in Note 1 to the accompanying
consolidated financial statements. The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect reported amounts of assets, liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
significantly from those estimates.

      The Company maintains an allowance for doubtful accounts based on its
historical experience and provides for any specific collection issues that are
identified. Such allowances have historically been adequate to provide for our
doubtful accounts but involve a significant degree of management judgment and
estimation. Worse than expected future economic conditions, unknown customer
credit problems and other factors may require additional allowances for doubtful
accounts to be provided for in future periods. Equipment and software are
recorded at cost. Equipment under capital leases is recorded initially at the
present value of the minimum lease payments. Depreciation and amortization is
calculated primarily using the straight-line method over the estimated useful
lives of the respective assets which range from 3 to 7 years. The internal and
external costs of developing and enhancing software costs related to website
development, other than initial design and other costs incurred during the
preliminary project stage, are capitalized until the software has been
completed. Such capitalized amounts began to be amortized commencing when the
website was placed in service on a straight-line basis over a three-year period.
When assets are sold, retired or otherwise disposed of, the cost and related
accumulated depreciation are eliminated from the accounts and a gain or loss is
recognized. Repair and maintenance costs are expensed as incurred. We evaluate
the realizability of our long-lived assets, including property and equipment,
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Revenue from sale of products is recognized
upon shipment of products. Revenue from research and development contracts
represents amounts earned pursuant to agreements to perform research and
development activities for third parties and is recognized as earned under the
respective agreement. Because research and development services are provided
evenly over the contract period, revenue is recognized ratably over the contract
period. Research and development agreements in effect in 2004 and 2003 provided
for fees to the Company based on time and materials in exchange for performing
specified research and development functions. Research and development and
advertising costs are expensed when incurred. Inventories are recorded at the
lower of cost or market, using the first-in, first-out method.
<page>
      Results of Operations

      Year Ended June 30, 2004 compared to 2003

      Net sales. Net sales for the year ended June 30, 2004 were approximately
$5,271,000, a 4.9% increase from approximately $5,024,000 in 2003. Domestic
sales increased 1.3% while sales to international distributors increased 7.1%
from year to year. With respect to the Company's major product lines,
Phospholipids kit sales increased 3.4% for the fiscal year, Coagulation kit
sales increased 31.0 %, HA kit sales decreased 1.2%, and Autoimmune kit sales
decreased 5.1%. Additionally, OEM sales increased 3.3%. Sales of products
manufactured for us by other companies while still relatively small, are
expected to continue to increase during fiscal 2005.

      Cost of sales. Gross profit, as a percentage of sales, decreased to 64.4%
in 2004 from 66.2% in 2003 primarily due to higher raw material costs associated
with the new manufacturing format of the Company's main product line, partially
offset by sales of HA kits, at higher margins, to customers other than
Fujirebio.

      Selling and marketing. Selling and marketing expenses decreased 10% to
approximately $1,348,000 in 2004 from approximately $1,498,000 in 2003. The
majority of this decrease involved decreases in labor-related, travel and
advertising costs resulting from cost controls and reductions put into place on
August 1, 2003.

      Research and development. Research and development expenses decreased
14.1% to approximately $738,000 in 2004 from approximately $859,000 in 2003. The
majority of this decrease involved reductions in labor-related costs and
purchases and development costs resulting from recently ended development
projects in addition to the August 1, 2003 company-wide cost controls and
reductions mentioned above.

      General and administrative. General and administrative expenses increased
$69,000 or 5.8% to approximately $1,267,000 in 2004 from approximately
$1,198,000 in 2003, primarily due to increases in merger-related expenses,
patent renewal fees, bank charges and equipment leases.

      Interest expense. Interest expense increased 18.7% to approximately
168,000 in 2004 from approximately $77,000 in 2003 due primarily to the
accretion of discount on the note payable to Genesis plus an increase in
interest-bearing debt partially offset by lower interest rates.

      Liquidity and Capital Resources

      Cash used in operating activities was $258,635 for the current fiscal year
compared to cash provided by operating activities of $19,887 during the prior
fiscal year. The cash used in operations resulted primarily from a substantial
decrease in outstanding accounts payable accompanied by increases in inventories
and accounts receivable. The Company believes that uncollectible accounts
receivable will not have a significant effect on future liquidity, as a
significant portion of its accounts receivable are due from financially sound
enterprises.

      Net cash used by investing activities, the purchase of equipment, was
$7,124 in fiscal 2004 compared to $68,883 for fiscal 2003. The decrease was
mainly attributable to reduced spending on computers.

      Net cash provided by financing activities amounted to $381,149 during
fiscal 2004 compared to $258,2504 in the prior fiscal year. This increase in
cash provided over the comparable prior year was primarily due to a substantial
increase in notes payable.

      Historically, we have financed our operations primarily through long-term
debt and by sales of common and preferred stock. No common or preferred stock
was sold in fiscal 2004. In fiscal 2003, we raised $500,000 before offering
expenses through a private sale of common stock.

      We have also financed operations through sales of diagnostic products and
agreements with strategic partners. Accounts receivable increased 32.7% to
$834,153 from $628,717 in 2003 primarily as a result of significant sales
increases in May and June of 2004.
<page>
      Our future capital requirements will depend on a number of factors,
including the proposed merger with Genesis and the possible completion of the
related Takeout Financing for Genesis, the possible redemption of common stock,
our profitability or lack thereof, the rate at which we grow our business and
our investment in proprietary research activities, the ability of our current
and future strategic partners to fund outside research and development
activities, our success in increasing sales of both existing and new products
and collaborations, expenses associated with unforeseen litigation, regulatory
changes, competition, technological developments, general economic conditions
and potential future merger and acquisition activity. Our principal sources of
liquidity have been cash provided from operating and financing activities, cash
raised from the private sale of redeemable common and common stock, the Bridge
Note, and long- term debt financing. If completed, the Takeout Financing would
provide approximately $6,000,000 to occur concurrently with the consummation of
the merger with Genesis, now estimated to be on or about February 28, 2005. If,
for any reason the Takeout Financing and the planned merger with Genesis do not
occur or if we are required to repurchase our redeemable common stock, we will
need to implement new expense reductions and seek new debt agreements and/or
sell additional equity securities in fiscal year 2005 to generate additional
operating capital, to develop the markets and obtain the regulatory approvals
for our products in the United States, and to pursue all of our strategic
objectives. We believe that our current availability of cash, working capital,
future proceeds from the issuance of common stock and debt financing and
expected cash flows from operations resulting from, if necessary, further
expense reductions, will be adequate to meet our ongoing needs for at least the
next twelve months. At June 30, 2004, cash on hand amounted to $468,954 compared
to $342,377 at June 30, 2003. This estimate of our future capital requirements
is a forward-looking statement that is based on assumptions that involve varying
risks and uncertainties. Actual results may differ significantly from our
estimates. There are no assurances we would be able to make required payments
under certain of our agreements described above if they become due.

      Recently Issued Accounting Pronouncements

      In May 2003 the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity" (SFAS
No. 150). This statement establishes standards for how an entity classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. This statement applies specifically to a number of financial
instruments that companies have historically presented within their financial
statements either as equity or between the liabilities section and the equity
section, rather than as liabilities. This statement is effective for financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. Management does not expect the adoption of SFAS No. 150 to have a material
impact on its financial condition, results of operations or cash flows.

      Risk Factors

      An investment in Corgenix entails certain risks that should be carefully
considered. In addition, these risk factors could cause actual results to differ
materially from those expected include the following:

      Although Corgenix and Genesis expect that the merger will be consummated,
      there can be no assurance that this will occur nor may the anticipated
      benefits of the merger occur.

      The parties are proceeding to effectuate the Merger, but there is no
assurance that such a transaction will be consummated. The Merger is subject to,
among other conditions, Genesis obtaining additional financing in the amount of
at least $6,000,000. There can be no assurance that such financing can be
obtained. In addition, the merger of Corgenix and Genesis may not be completed
for any variety of reasons, including failure to obtain necessary stockholder
approvals, breach of the parties' representations and warranties and failure to
satisfy other conditions to closing.

Even if the merger were consummated, the integration of the companies will be a
complex, time consuming and expensive process that may result in disruption of
the business of the combined company. Following the merger, the combined company
must operate as a combined organization utilizing common information and
operating procedures, financial controls, and human resources practices.
Corgenix and Genesis may not accomplish this integration smoothly or
successfully. The diversion of the attention of management from its current
operations to the integration effort and any difficulties encountered in
combining operations could prevent the combined entity from realizaing the full
benefits anticipated to result from the merger and adversely affect other
corporate activities.
<page>
In the event of a breach of the merger agreement, the breaching party may be
liable to the other party for up to $1,500,000 of liquidated damages penalties.
There can be no assurance that if a breach occurs, that the breaching party
would be able to meet its liquidated damages obligations.

      Merger-related charges will be incurred.

       Corgenix estimates that, as a result of the merger, the company will
incur certain merger-related expenses of approximately $150,000 consisting of
legal, accounting fees, financial printing and other related charges. The
foregoing amounts are preliminary estimates and the actual amounts may be higher
or lower. In addition, a large portion of the estimated merger-related expenses
are, per agreement with Genesis, to be shared equally with Genesis and thus,
approximately half of said expenses would be reimbursed by Genesis if the merger
is not consummated.


      We continue to incur losses and are likely to require additional
financing.

      We have incurred operating losses and negative cash flow from operations
for most of our history. Losses incurred since our inception have aggregated
$4,853,767 and there can be no assurance that we will be able to generate
positive cash flows to fund our operations in the future or to pursue our
strategic objectives. Assuming no greater than anticipated uses of cash related
to the tentative merger with Genesis or other significant changes, we believe
that we will have sufficient cash to satisfy our needs for at least the next
twelve months. If we are not able to operate profitably and generate positive
cash flows, or complete the merger related Takeout Financing mentioned elsewhere
in this report, we will undoubtedly need to raise additional capital, most
likely via the sale of equity securities, to fund our operations. If we do in
fact need additional financing to meet our requirements, there can be no
assurance that we will be able to obtain such financing on terms satisfactory to
us, if at all. Alternatively, any additional equity financing may be dilutive to
existing stockholders, and debt financing, if available, may include restrictive
covenants. If adequate funds are not available, we might be required to limit
our research and development activities or our selling, marketing and
administrative activities any of which could have a material adverse effect on
the future of the business.

      We depend upon collaborative relationships and third parties for product
      development and commercialization.

      We have historically entered into research and development agreements with
collaborative partners, from which we derived revenues in past years. Pursuant
to these agreements, our collaborative partners have specific responsibilities
for the costs of development, promotion, regulatory approval and/or sale of our
products. We will continue to rely on future collaborative partners for the
development of products and technologies. There can be no assurance that we will
be able to negotiate such collaborative arrangements on acceptable terms, if at
all, or that current or future collaborative arrangements will be successful. To
the extent that we are not able to establish such arrangements, we could be
forced to undertake such activities at our own expense. The amount and timing of
resources that any of these partners devotes to these activities will generally
be based on progress by us in our product development efforts. Collaborative
arrangements may be terminated by the partner upon prior notice without cause
and there can be no assurance that any of these partners will perform its
contractual obligations or that it will not terminate its agreement. With
respect to any products manufactured by third parties, there can be no assurance
that any third-party manufacturer will perform acceptably or that failures by
third parties will not delay clinical trials or the submission of products for
regulatory approval or impair our ability to deliver products on a timely basis.

      There can be no assurance of successful or timely development of
additional products.

      Our business strategy includes the development of additional diagnostic
products for the diagnostic business. Our success in developing new products
will depend on our ability to achieve scientific and technological advances and
to translate these advances into commercially competitive products on a timely
basis. Development of new products requires significant research, development
and testing efforts. We have limited resources to devote to the development of
products and, consequently, a delay in the development of one product or the use
of resources for product development efforts that prove unsuccessful may delay
or jeopardize the development of other products. Any delay in the development,
introduction and marketing of future products could result in such products
being marketed at a time when their cost and performance characteristics would
not enable them to compete effectively in their respective markets. If we are
unable, for technological or other reasons, to complete the development and
introduction of any new product or if any new product is not approved or cleared
for marketing or does not achieve a significant level of market acceptance, our
ability to remain competitive in our product niches would be impaired.
<page>
      Competition in the human medical diagnostics industry is, and is expected
      to remain, significant.

      Our competitors range from development stage diagnostics companies to
major domestic and international pharmaceutical companies. Many of these
companies have financial, technical, marketing, sales, manufacturing,
distribution and other resources significantly greater than ours. In addition,
many of these companies have name recognition, established positions in the
market and long standing relationships with customers and distributors.
Moreover, the diagnostics industry has recently experienced a period of
consolidation, during which many of the large domestic and international
pharmaceutical companies have been acquiring mid-sized diagnostics companies,
further increasing the concentration of resources. There can be no assurance
that technologies will not be introduced that could be directly competitive with
or superior to our technologies.

      Our products and activities are subject to regulation by various
      governments and government agencies.

      The testing, manufacture and sale of our products is subject to regulation
by numerous governmental authorities, principally the United States Food and
Drug Administration and certain foreign regulatory agencies. Pursuant to the
Federal Food, Drug, and Cosmetic Act, and the regulations promulgated there
under, the FDA regulates the preclinical and clinical testing, manufacture,
labeling, distribution and promotion of medical devices. We are not able to
commence marketing or commercial sales in the United States of new products
under development until we receive clearance from the FDA. The testing for,
preparation of and subsequent FDA regulatory review of required filings can be a
lengthy, expensive and uncertain process. Noncompliance with applicable
requirements can result in, among other consequences, fines, injunctions, civil
penalties, recall or seizure of products, repair, replacement or refund of the
cost of products, total or partial suspension of production, failure of the
government to grant pre-market clearance or pre-market approval for devices,
withdrawal of marketing clearances or approvals, and criminal prosecution.

      There can be no assurance that we will be able to obtain necessary
regulatory approvals or clearances for our products on a timely basis, if at
all, and delays in receipt of or failure to receive such approvals or
clearances, the loss of previously received approvals or clearances, limitations
on intended use imposed as a condition of such approvals or clearances or
failure to comply with existing or future regulatory requirements could
negatively impact our sales and thus have a material adverse effect on our
business.

      As a manufacturer of medical devices for marketing in the United States,
we are required to adhere to applicable regulations setting forth detailed good
manufacturing practice requirements, which include testing, control and
documentation requirements. We must also comply with Medical Device Report (MDR)
requirements, which require that a manufacturer reports to the FDA any incident
in which its product may have caused or contributed to a death or serious
injury, or in which its product malfunctioned and, if the malfunction were to
recur, it would be likely to cause or contribute to a death or serious injury.
We are also subject to routine inspection by the FDA for compliance with Quality
System Regulations (QSR) requirements, MDR requirements and other applicable
regulations. Labeling and promotional activities are subject to scrutiny by the
FDA and, in certain circumstances, by the Federal Trade Commission. We may incur
significant costs to comply with laws and regulations in the future, which would
decrease our net income or increase our net loss and thus have a potentially
material adverse effect upon our business, financial conditions and results of
operations.

      Distribution of diagnostic products outside the United States is subject
to extensive foreign government regulation. These regulations, including the
requirements for approvals or clearance to market, the time required for
regulatory review and the sanctions imposed for violations, vary from country to
country. We may be required to incur significant costs in obtaining or
maintaining foreign regulatory approvals. In addition, the export of certain of
our products that have not yet been cleared for domestic commercial distribution
may be subject to FDA export restrictions. Failure to obtain necessary
regulatory approval or the failure to comply with regulatory requirements could
reduce our product sales and thus have a potentially material adverse effect on
our business, financial condition and results of operations.

      We depend upon distribution partners for sales of diagnostic products in
international markets.

      We have entered into distribution agreements with collaborative partners
in which we have granted distribution rights for certain of our products to
these partners within specific international geographic areas. Pursuant to these
agreements, our collaborative partners have certain responsibilities for market
development, promotion, and sales of the products. If any of these partners
fails to perform its contractual obligations or terminates its agreement, this
could have a reduce our sales and cash flow and thus have a potentially material
adverse effect on our business, financial condition and results of operations.
<page>


      Third party reimbursement for purchases of our diagnostic products is
      uncertain.

      In the United States, health care providers that purchase diagnostic
products, such as hospitals and physicians, generally rely on third party
payers, principally private health insurance plans, federal Medicare and state
Medicaid, to reimburse all or part of the cost of the purchase. Third party
payers are increasingly scrutinizing and challenging the prices charged for
medical products and services and they can affect the pricing or the relative
attractiveness of the product. Decreases in reimbursement amounts for tests
performed using our diagnostic products, failure by physicians and other users
to obtain reimbursement from third party payers, or changes in government and
private third party payers' policies regarding reimbursement of tests utilizing
diagnostic products, may affect our ability to sell our diagnostic products
profitably. Market acceptance of our products in international markets is also
dependent, in part, upon the availability of reimbursement within prevailing
health care payment systems.

      Our success depends, in part, on our ability to obtain patents and license
      patent rights, to maintain trade secret protection and to operate without
      infringing on the proprietary rights of others.

      There can be no assurance that our issued patent will afford meaningful
protection against a competitor, or that patents issued to us will not be
infringed upon or designed around by others, or that others will not obtain
patents that we would need to license or design around. We could incur
substantial costs in defending the Company or our licensees in litigation
brought by others. The potential for reduced sales and increased legal expenses
would have a negative impact on our cash flow and thus our overall business
could be adversely affected.

      We may not be able to successfully implement our plans to acquire other
      companies or technologies.

      Our growth strategy may include the acquisition of complementary
companies, products or technologies. There is no assurance that we will be able
to identify appropriate companies or technologies to be acquired, to negotiate
satisfactory terms for such an acquisition, or to obtain sufficient capital to
make such acquisitions. Moreover, because of limited cash resources, we will be
unable to acquire any significant companies or technologies for cash and our
ability to effect acquisitions in exchange for our capital stock may depend upon
the market prices for our common stock, which could result in significant
dilution to its existing stockholders. If we do complete one or more
acquisitions, a number of risks arise, such as disruption of our existing
business, short-term negative effects on our reported operating results,
diversion of management's attention, unanticipated problems or legal
liabilities, and difficulties in the integration of potentially dissimilar
operations. Any of these factors could materially harm Corgenix's business or
its operating results.

      We depend on suppliers for our products' components.

      The components of our products include chemical and packaging supplies
that are generally available from several suppliers, except certain antibodies,
which we purchases from single suppliers. We mitigate the risk of a loss of
supply by maintaining a sufficient supply of such antibodies to ensure an
uninterrupted supply for at least three months. We have also qualified second
vendors for all critical raw materials and believe that we can substitute a new
supplier with respect to any of these components in a timely manner. If, for
some reason, we lose our main supplier for a given material, there can be no
assurances that we will be able to substitute a new supplier in a timely manner
and failure to do so could impair the manufacturing of certain of our products
and thus have a material adverse effect on our business, financial condition and
results of operations.

      We have only limited manufacturing experience with certain products.

      Although we have manufactured over twelve million diagnostic tests based
on our proprietary applications of ELISA (enzyme linked immuno-absorbent assay)
technology, certain of our diagnostic products in consideration for future
development, incorporate technologies with which we have little manufacturing
experience. Assuming successful development and receipt of required regulatory
approvals, significant work may be required to scale up production for each new
product prior to such product's commercialization. There can be no assurance
that such work can be completed in a timely manner and that such new products
can be manufactured cost-effectively, to regulatory standards or in sufficient
volume.
<page>
      Due to the specialized nature of our business, our success will be highly
      dependent upon our ability to attract and retain qualified scientific and
      executive personnel.

      We believe our success will depend to a significant extent on the efforts
and abilities of Dr. Luis R. Lopez and Douglass T. Simpson, who would be
difficult to replace. There can be no assurance that we will be successful in
attracting and retaining such skilled personnel, who are generally in high
demand by other companies. The loss of, inability to attract, or poor
performance by key scientific and executive personnel may have a material
adverse effect on our business, financial condition and results of operations.

      The testing, manufacturing and marketing of medical diagnostic devices
      entails an inherent risk of product liability claims.

      To date, we have experienced no product liability claims, but any such
claims arising in the future could have a material adverse effect on our
business, financial condition and results of operations. Potential product
liability claims may exceed the amount of our insurance coverage or may be
excluded from coverage under the terms of our policy or limited by other claims
under our umbrella insurance policy. Additionally, there can be no assurance
that our existing insurance can be renewed by us at a cost and level of coverage
comparable to that presently in effect, if at all. In the event that we are held
liable for a claim against which we are not insured or for damages exceeding the
limits of our insurance coverage, such claim could have a material adverse
effect on our cash flow and thus potentially a materially adverse effect on our
business, financial condition and results of operations.

      There has, to date, been no active public market for our Common Stock, and
      there can be no assurance that an active public market will develop or be
      sustained.

      Although our Common Stock has been traded on the OTC Bulletin Board(R)
since February 1998, the trading has been sporadic with insignificant volume.

      Moreover, the over-the-counter markets for securities of very small
companies historically have experienced extreme price and volume fluctuations.
These broad market fluctuations and other factors, such as new product
developments, trends in our industry, the investment markets, economic
conditions generally, and quarterly variation in our results of operations, may
adversely affect the market price of our common stock. In addition, our common
stock is subject to rules adopted by the Securities and Exchange Commission
regulating broker-dealer practices in connection with transactions in "penny
stocks." Such rules require the delivery prior to any penny stock transaction of
a disclosure schedule explaining the penny stock market and all associated risks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors,
which are generally defined as institutions or an investor with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with the spouse. For these types of transactions the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in securities subject to the penny
stock rules.


      There are risks associated with fluctuating exchange rates.

      Our financial statements are presented in US dollars. At the end of each
fiscal quarter and the fiscal year, we convert the financial statements of
Corgenix UK, which operates in pounds sterling, into US dollars, and consolidate
them with results from Corgenix, Inc. We may, from time to time, also need to
exchange currency from income generated by Corgenix UK. Foreign exchange rates
are volatile and can change in an unknown and unpredictable fashion. Should the
foreign exchange rates change to levels different than anticipated by us, our
business, financial condition and results of operations may be adversely
affected.
<page>
Item 7.  Financial Statements.

      The financial statements listed in the accompanying index to the
consolidated financial statements are filed as part of this Annual Report on
Form 10-KSB.

Item  8.  Changes  In  and   Disagreements   With   Accountants  on
Accounting and Financial
           Disclosure.

      None.

Item 8A.  Controls and Procedures.


Evaluation of disclosure controls and procedures. The Company, under the
supervision and with the participation of the Company's management, including
its Chief Executive Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 240.13a-14c under the
Securities Exchange Act of 1934 (the "Exchange Act") as of a date within ninety
days before the filing date of this annual report (the "Evaluation Date"). Based
upon this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures were effective for the purposes of recording, processing, summarizing
and timely reporting information required to be disclosed by the Company in the
reports that it files under the Securities Exchange Act of 1934 and that such
information is accumulated and communicated to the Company's management in order
to allow timely decisions regarding required disclosure.

Changes in internal controls. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
the Company's disclosure controls and procedures subsequent to the Evaluation
Date, nor were there any significant deficiencies or material weaknesses in the
Company's internal controls.


                                    PART III

Item 9.  Directors and Executive Officers.

Directors and Executive Officers

The following table sets forth certain information with respect to the directors
and executive officers of Corgenix as of June 30, 2004:

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

Name         Age       Position             Director/Officer
                                                 Since
------------------------------------------------------------
------------------------------------------------------------

Luis R.       56    Chief Executive              1998
Lopez,               Officer and
M.D.                   Chairman
------------------------------------------------------------
------------------------------------------------------------

Douglass      56   President and Chief           1998
T. Simpson          Operating Officer
------------------------------------------------------------
------------------------------------------------------------

------------------------------------------------------------
------------------------------------------------------------
Ann L         51   Vice President,
Steinbarger      Sales and Marketing            1996

------------------------------------------------------------
------------------------------------------------------------
Taryn G.    45    Vice President,                1998
Reynolds          Technology


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

Catherine   39    Vice President,               1999
A. Fink,         General Manager
Ph.D.

------------------------------------------------------------
------------------------------------------------------------
William H.  58   Vice President and            2000
Critchfield      Chief Financial
                      Officer

------------------------------------------------------------
------------------------------------------------------------
Wendell J.   71      Director                  2001
Gardner
------------------------------------------------------------
------------------------------------------------------------

Jun Sasaki   51      Director                  2002

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

<page>
Luis R. Lopez, M.D., Dr. Lopez has served as the Chief Executive Officer and
Chairman of the Board of Directors of Corgenix since May 1998 and of Corgenix's
operating subsidiary since it was founded in July 1990. From 1987 to 1990, Dr.
Lopez was Vice President of Clinical Affairs at BioStar Medical Products, Inc.,
a Boulder, Colorado diagnostic firm. From 1986 to 1987 he served as Research
Associate with the Rheumatology Division of the University of Colorado Health
Sciences Center, Denver, Colorado. From 1980 to 1986 he was Professor of
Immunology at Cayetano Heredia University School of Medicine in Lima, Peru,
during which time he also maintained a medical practice with the Allergy and
Clinical Immunology group at Clinica Ricardo Palma in Lima. From 1978 to 1980
Dr. Lopez held a fellowship in Clinical Immunology at the University of Colorado
Health Sciences Center. He received his M.D. degree in 1974 from Cayetano
Heredia University School of Medicine in Lima, Peru. He is a clinical member of
the American College of Rheumatology, and a corresponding member of the American
Academy of Allergy, Asthma and Immunology. Dr. Lopez is licensed to practice
medicine in Colorado, and is widely published in the areas of immunology and
autoimmune disease.

Douglass T. Simpson, Mr. Simpson has been the President of Corgenix since May
1998 and was elected a director in May 1998. Mr. Simpson joined Corgenix's
operating subsidiary as Vice President of Business Development in 1992, was
promoted to Vice President, General Manager in 1995, to Executive Vice President
in 1996 and then to President in February 1998. Prior to joining Corgenix's
operating subsidiary, he was a Managing Partner at Venture Marketing Group in
Austin, Texas, a health care and biotechnology marketing firm, and in that
capacity, served as a consultant to REAADS from 1990 until 1992. From 1984 to
1990 Mr. Simpson was employed by Kallestad Diagnostics, Inc. (now part of BioRad
Laboratories, Inc.), one of the largest diagnostic companies in the world, where
he served as Vice President of Marketing, in charge of all marketing and
business development. Mr. Simpson holds B.S. and M.S. degrees in Biology and
Chemistry from Lamar University in Beaumont, Texas.


Ann L. Steinbarger, has been the Vice President, Sales and Marketing, of
Corgenix since May 1998. Ms. Steinbarger joined Corgenix's operating subsidiary
in January 1996 as Vice President, Sales and Marketing with responsibility for
its worldwide marketing and distribution strategies. Prior to joining Corgenix,
Ms. Steinbarger was with Boehringer Mannheim Corporation, Indianapolis, Indiana,
a $200 million IVD company. At Boehringer from 1976 to 1996, she served in a
series of increasingly important sales management positions. Ms. Steinbarger
holds a B.S. degree in Microbiology from Purdue University in West Lafayette,
Indiana.

Taryn G. Reynolds, has been a Vice President of Corgenix since May 1998. Mr.
Reynolds joined Corgenix's operating subsidiary in 1992, serving first as
Director of Administration, then as Managing Director, U.S. Operations. He has
served as Vice President, Operations and in 1999, became Vice President,
Technology. Prior to joining Corgenix, Mr. Reynolds held executive positions at
Brinker International, MJAR Corporation and M&S Incorporated, all Colorado-based
property, operational and financial management firms.

Catherine A. Fink, Ph.D., was elected Vice President, General Manager of the
Company on October 7, 1999. She had been Corgenix's Executive Scientific
Director since May 1998. Dr. Fink joined Corgenix's operating subsidiary in 1996
as Director of Research and Development with responsibility for product
development, and in 1997 was promoted to Executive Scientific Director with
additional responsibilities for Quality Control. She chairs Corgenix's technical
committee. Prior to joining Corgenix, Dr. Fink was with DDx, Inc., a Denver,
Colorado based privately-held biotechnology firm from 1994 until 1996, and from
1993 to 1994 was Product Development Manager at Trinity Biotech plc., an Irish
biotechnology company which develops and manufactures rapid saliva and blood
based diagnostic tests. From 1990 to 1993, she was with Biosyn Ltd. (Belfast), a
manufacturer of diagnostic tests for medical and veterinary applications. Dr.
Fink received a B.Sc. (with Honors) from University College Dublin, and a Ph.D.
in immunology from the National University at Ireland.
<page>
William H. Critchfield, has been Vice President and Chief Financial Officer of
the Company since December 2000. Prior to joining Corgenix, Mr. Critchfield was
Executive Vice President and Chief Financial Officer of U.S. Medical, Inc., a
Denver, Colorado based privately held distributor of new and used capital
medical equipment. From May of 1994 through July of 1999, he served as President
and Chief Financial Officer of W.L.C. Enterprises, Inc., a retail business
holding company. From November 1991 to May 1994, Mr. Critchfield served as
Executive Vice President and Chief Financial Officer of Air Methods Corporation,
a publicly traded company which is the leading U.S. company in the air medical
transportation industry and is the successor company to Cell Technology, Inc., a
publicly traded biotechnology company, where he served in a similar capacity
from 1987-1991. From 1986 through September 1987 he served as Vice President of
Finance and Administration for Biostar Medical Products, Inc., a developer and
manufacturer of diagnostic immunoassays. In the past, Mr. Critchfield also
served as Vice President of Finance for Nuclear Pharmacy, Inc., formerly a
publicly traded company and the world's largest chain of centralized
radiopharmacies. Mr. Critchfield is a certified public accountant in Colorado.
He graduated magna cum laude from California State University-Northridge with a
Bachelor of Science degree in Business Administration and Accounting.

Wendell J. Gardner, Mr. Gardner was elected as a director in December 2001. Mr.
Gardner is currently and since 1996 has been a founding member and on the Board
of Directors of Foothills Bank in Wheat Ridge, Colorado. From 1968 to 1998 Mr.
Gardner served in various capacities for COBE Laboratories, Inc. (Gambro AB) in
Lakewood, Colorado, serving as its Chief Financial Officer, Vice President for
European Operations, President of COBE Cardiovascular and most recently from
1994 to 1998 as its Corporate Senior Vice President (transition to retirement).
Mr. Gardener has served on numerous boards of directors, including Thoratec
Laboratories, Inc. (1992-1997), Colorado National Bank Arvada (1983-1993) and
Colorado National Bank Lakewood (1990-1993). Mr. Gardner was the Chairman of the
Jefferson Economic Council Board of Directors from 1987-1995 and the founding
member, president and a member of the Board of Directors of the Colorado Medical
Device Association from 1994-1998 and the Commissioner of the Colorado Advanced
Technology Institute (CATI) from 1994-1998. Mr. Gardner is a Certified Public
Accountant in the State of Colorado. He received his BS degree in Accounting and
Finance from Kansas State University in 1961 and completed the Stanford Graduate
School of Business Executive Program in General Management in 1975.

Jun Sasaki, Mr. Sasaki was elected as a director in December 2002. Mr. Sasaki
has been the Division Officer and General Manager of the International
Diagnostic Reagents Division of Medical & Biological Laboratories Co., Ltd.
(MBL) since June 1999. From 1993 to 1999, Mr. Sasaki was the General Manager of
MBL's Sales and Marketing Department. From 1992 to 1993, he was located in
Boston, Massachusetts and was engaged in the establishment of MBL International
Corporation, a sales subsidiary of MBL. He joined MBL in 1976 and has been
instrumental in the development of a series of autoimmune products. Mr. Sasaki
received a B.E. degree from Yamanashi University in Yamanashi prefecture, Japan.

COMPLIANCE  WITH SECTION 16 (a) OF THE  SECURITIES  EXCHANGE ACT OF
1934

Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, as well as persons beneficially
owning more than 10% of the Company's outstanding Common Stock, to file reports
of ownership and changes in ownership with the Commission within specified time
periods. Such officers, directors and stockholders are also required to furnish
the Company with copies of all Section 16 (a) forms they file.

Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that all
Section 16 (a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with during the fiscal year ended June 30, 2003.

<page>
Item 10.  Executive Compensation.

The following table shows how much compensation was paid by Corgenix for the
last three fiscal years to Corgenix's Chief Executive Officer and each other
executive officer whose total annual salary and bonus exceeded $100,000 for
services rendered to the subsidiaries during such fiscal years (collectively,
the "Named Executive Officers").








      Summary Compensation Table
                                                Long-Term
                                   Annual Cash
                               Compensation    Compensation
                               ------------------------------

  Name and Principal   Fiscal    Salary         Options Granted
       Position         Year   and Bonus*       (# of Shares)
 --------------------------------------------------------------
 Dr. Luis R. Lopez ..   2004   $169,583               -
 Chairman and Chief     2003   $174,000             41,900
 Executive Officer      2002   $160,000               -

 Douglass T.            2004   $148,386
 Simpson ............   2003   $152,250             59,072
 President, Chief       2002   $140,000                -
 Operating Officer

 Ann L. Steinbarger.... 2004   $132,487                -
 Vice President,        2003   $135,937              41,519
 Sales and Marketing    2002   $125,000                -

  William H.            2004   $132,487                -
 Critchfield ........   2003   $135,937              34,119
 Vice President and     2002   $125,000                 -
 Chief Financial
 Officer

 Taryn G. Reynolds...   2004   $105,991                 -
 Vice President,        2003   $108,750               35,695
 Technology             2002   $105,000                 -



 Catherine A Fink,      2004   $105,991                 -
 Ph.D. ..............   2003   $108,750               33,695
 Vice President,        2002   $105,000                 -
 General Manager



* No bonuses were paid to any officer in any of the three years reported.

Long-Term Incentive Compensation

Issuances of stock under the Stock Compensation Plan to the Named Executive
Officers during the fiscal year ended June 30, 2004 were as follows:
-----------------------------------------------------------
        Officer           Issuances of Stock Under Stock
                        Compensation Plan in Fiscal 2004
-----------------------------------------------------------
-----------------------------------------------------------
Dr. Luis R. Lopez 0
-----------------------------------------------------------
-----------------------------------------------------------
Douglass T.  Simpson                     0
-----------------------------------------------------------
-----------------------------------------------------------
Ann L. Steinbarger                       0
-----------------------------------------------------------
-----------------------------------------------------------
William H. Critchfield                   0
-----------------------------------------------------------
-----------------------------------------------------------
Taryn G. Reynolds                        0
-----------------------------------------------------------
-----------------------------------------------------------
Catherine A Fink, Ph.D                   0
-----------------------------------------------------------
<page>

          Aggregated Option Exercises in Last Fiscal Year
                 and Fiscal Year-End Option Values

The following table sets forth information concerning option exercises by the
Named Executive Officers during the fiscal year ended June 30, 2004 and
outstanding options held by the Named Executive Officers as of June 30, 2004:

    Name      Number                  Number of Shares
               of                       Underlying            Value of
              Shares                    Unexercised         In-the-Money
             Acquired                    Options at         Options at
               on       Value              FY-End             FY-End ($)
            Exercise  Realized($) Exercisable/Unexerc. Exercisable/Unexerc.(1)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Dr. Luis R.      0       0             20,513/23,667       6,017/ 7,810
Lopez

Douglass T.      0       0             46,165/35,115      27,564/ 14,321
Simpson

Ann L.           0       0             36,067/23,413      21,132/ 9,460
Steinbarger

William H.       0       0             33,254/22,746      22,625/ 9,173
Critchfield

Catherine        0       0             30,483/18,197      17,213/ 7,338
A. Fink

Taryn G.         0       0             30,950/19,530      26,670/ 7,912
Reynolds

(i) Based on the price of the Company's common stock at June 30, 2004 of $0.94
per share.

Employment and Consulting Agreements

Corgenix has entered into employment agreements with the following officers as
of the respective dates and for the minimum annual salaries as noted opposite
each of their names:

o     Luis R. Lopez, M.D. - $160,000, dated April 1, 2001
o     Douglass T. Simpson - $140,000, dated April 1, 2001,
o     William H. Critchfield--$125,000, dated March 1, 2001
o     Ann L. Steinbarger -  $125,000, dated April 1, 2001
o     Taryn  G. Reynolds - $100,000, dated April 1, 2001
o     Catherine A. Fink, Ph.D. - $100,000, dated April 1, 2001

Each of the above employment agreements is for continuously renewable terms of
three years, provides for severance payments equal to twelve month's salary and
benefits if the employment of the officer is terminated without cause (as
defined in the respective agreements), and an automobile expense reimbursement
of $500 per month.

Corgenix had also executed a consulting contract with Wm. George Fleming, Ph.D.,
Corgenix's Vice President, International Operations, for an annual fee of
$125,000. This contract expired on June 30, 2004. Upon Dr. Fleming's retirement,
the oversight of international operations was assumed by a member of management
of Corgenix UK Limited.

<page>
Compensation Committee Interlocks and Insider Participation

The Compensation Committee of Corgenix is currently composed of the Outside
Director Mr. Gardner along with Messrs. Lopez and Simpson. No interlocking
relationship exists between any member of the Board or Compensation Committee
and any member of the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.


The following table sets forth as of June 30, 2004, certain information
regarding the ownership of Corgenix's common stock by (i) each person known by
Corgenix to be the beneficial owner of more than 5% of the outstanding shares of
common stock, (ii) each of Corgenix's directors, (iii) each Named Executive
Officer and (iv) all of Corgenix's executive officers and directors as a group.
Unless otherwise indicated, the address of each person shown is c/o Corgenix,
12061 Tejon Street, Westminster, CO 80234. Beneficial ownership, for purposes of
this table, includes options to purchase common stock that are either currently
exercisable or will be exercisable within 60 days of June 30, 2004. Other than
Dr. Lopez, no other director or executive officer beneficially owned more than
5% of the common stock. Directors and executive officers as a group beneficially
owned 13.1% of the common stock.

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

                                    Shares Beneficially
                                           Owned
--------------------------------   -----------------------
--------------------------------   -----------------------

Name of Beneficial Owner            Number        Percent
--------------------------------   ----------    ---------
Medical & Biological
Laboratories Co., Ltd......        880,282          15.9%


Dr. Luis R. Lopez(1).........      457,866           8.3%

Dallas Marckx...........           288,000           5.2%

Douglass T. Simpson (1)......      117,890           2.3%

Ann L. Steinbarger(1)........       54,090           1.1%

William H. Critchfield(1)...        37,961           0.8%

Catherine A. Fink, Ph.D(1)          37,896           0.8%

Taryn G. Reynolds (1)......        108,380           2.0%

Wendell Gardner(1) ........         49,200           0.8%
All current directors and
current executive officers as
a group (7 persons)..............  886,238          16.03%



(1) Current director or officer.

Item 12.  Certain Relationships and Related Transactions.

          There have not been any transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer of the
Company, nominee for election as a director, any five percent security holder or
any member of the immediate family of any of the foregoing persons had, or will
have, a direct or indirect material interest.

<page>

Item 13.  Exhibits and Reports on Form 8-K.

      a. Index to and Description of Exhibits


Exhibit
Number   Description of Exhibit

3.1      Articles of Incorporation, as amended, filed with the Company's
         Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference.
3.2      Bylaws, filed with the Company's Registration Statement on Form 10-SB
         filed June 29, 1998, and incorporated herein by reference.

10.4     License Agreement dated June 30, 2001 between Chugai
         Diagnostic Science Co., Ltd. and Corgenix Medical
         Corporation, filed with the Company's Form 10-KSB, and
         incorporated herein by reference.

10.5     Office Lease dated May 5, 2001 between Crossroads West
         LLC/Decook Metrotech LLC and Corgenix, Inc., filed with
         the Company's Form-10KSB, and incorporated herein by
         reference.
10.6     Guarantee dated November 1, 1997 between William George Fleming,
         Douglass Simpson and Geoffrey Vernon Callen, filed with the Company's
         Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference.
10.7     Employment Agreement dated April 1, 2001 between Luis R. Lopez and the
         Company, filed with the Company's Form 10-KSB, and incorporated herein
         by reference.

10.8     Employment Agreement dated April 1, 2001 between Douglass T. Simpson
         and the Company, filed with the Company's Form 10-KSB, and incorporated
         herein by reference.
10.9     Employment Agreement dated April 1, 2001 between Ann L. Steinbarger and
         the Company, filed with the Company's Form 10-KSB, and incorporated
         herein by reference.
10.10    Employment Agreement dated April 1, 2001 between Taryn G. Reynolds and
         the Company, filed with the Company's Form 10-KSB, and incorporated
         herein by reference.
10.11    Employment Agreement dated April 1, 2001 between Catherine (O'Sullivan)
         Fink and the Company, filed with the Company's Form 10-KSB, and
         incorporated herein by reference.
10.12    Consulting Contract dated May 22, 1998 between Wm. George Fleming, Bond
         Bio-Tech, Ltd. and the Company, filed as Exhibit 10.16 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference.
10.14    Note dated January 6, 1997 between REAADS Medical Products, Inc. and
         Eagle Bank, filed with the Company's Registration Statement on Form
         10-SB filed June 29, 1998, and incorporated herein by reference.
10.15    Form of Indemnification Agreement between the Company and its directors
         and officers, filed with the Company's Registration Statement on Form
         10-SB/A-1 filed September 24, 1998 and incorporated herein by
         reference.
10.16    Warrant agreement dated June 1, 2000 between the Company and Taryn G.
         Reynolds, filed with the Company's Form 10-KSB, and incorporated herein
         by reference.
<page>
10.17    Employment Agreement dated March 1, 2001 between William H. Critchfield
         and the Company, filed with the Company's filing on Form 10-QSB for the
         fiscal quarter ended March 31, 2001.
10.19    Consulting Agreement dated September 29, 2002 between Eiji Matsuura,
         Ph.D and the Company, filed with the Company's Form 10-QSB, and
         incorporated herein by reference.
10.20    License Agreement dated September 29, 2002 between Eiji Matsuura, Ph.D
         and the Company, filed with the Company's Form 10-QSB, and incorporated
         herein by reference.
10.23    Amended and Restated 1999 Incentive Stock Plan filed with the Company's
         filing of Proxy Statement Schedule 14A Information, and incorporated
         herein by reference.
10.24    Amended and Restated Employee Stock Purchase Plan, filed with the
         Company's filing of Proxy Statement Schedule 14A Information, and
         incorporated herein by reference.
10.25*   Agreement and Plan of Merger dated as of March 12, 2004 by and among
         Genesis Bioventures, Inc., GBI Acquisition Corporation and Corgenix
         Medical Corp.
10.26    Promissory note dated October 1, 2001 between W.G. Fleming and Corgenix
         UK, Ltd. filed with the Company's Form 10-QSB, and incorporated herein
         by reference.
10.27    Promissory note dated October 1, 2001 between W.G. Fleming and Corgenix
         UK, Ltd. filed with the Company's Form 10-QSB, and incorporated herein
         by reference.
10.28    Warrant Agreement dated October 11, 2001, between Phillips V. Bradford
         and the Company, filed with the Company's Form 10-QSB, and incorporated
         herein by reference.
10.29    Warrant Agreement dated October 11, 2001 between Charles F. Ferris and
         the Company, filed with the Company's Form 10-QSB, and incorporated
         herein by reference.
10.30    Underlease Agreement dated October 3, 2001 between G.V. Calen, A.G.
         Pirmohamed and Corgenix UK, Ltd,. filed with the Company's Form 10-QSB,
         and incorporated herein by reference.
10.31    Distribution Agreement and OEM Agreement dated March 14, 2002 between
         RhiGene, Inc., and the Company, filed with the Company's Form 10-QSB,
         and incorporated herein by reference.
21.1     Subsidiaries of the Registrant, filed as Exhibit 21.1 to the Company's
         Registration Statement on Form 10-SB, filed June 29, 1998.
31.1*    Certification pursuant to section 302 of the
         Sarbanes-Oxley Act of 2002.
32.2*    Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
         1350, or adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.
32.2*    Certification by Principal Financial Officer pursuant to 18 U.S.C.
         Section 1350, or adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.
*  Filed herewith.

----------------------------------------
      (b) Reports on Form 8-K.

            None

<page>
Item 14.  Principal Accountant Fees and Services.

      The Company's principal outside accountant who serves as the Company's
auditor is KPMG LLP. The Company's principal outside accountant for preparation
of the Company's Federal and State income tax returns is Hein & Associates LLP.

      The aggregate fees billed by such firms for each of the last two fiscal
years for professional services rendered by the Company's principal accountants
are as follows:

----------------------------------------------------------------------
               Audit Fees    Audit-Related   Tax Fees     All Other
                             Fees                            Fees
----------------------------------------------------------------------
----------------------------------------------------------------------
2004              $77,250         --            --           --
----------------------------------------------------------------------
----------------------------------------------------------------------
2003              $71,036         --          $8,250         --
----------------------------------------------------------------------

` The Company's Audit Committee (the "Committee") is responsible for the
appointment, compensation, retention and oversight of the work of the registered
public accounting firm (including resolution of disagreements between management
and the independent auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the Company. The Committee pre-approves all permissible non-audit
services and all audit, review or attest engagements required under the
securities laws (including the fees and terms thereof) to be performed for the
Company by its registered public accounting firm, provided, however, that
de-minimus non-audit services may instead be approved in accordance with
applicable SEC rules.


<page>
Consent of Independent Auditors



The Board of Directors
Corgenix Medical Corporation


We consent to incorporation by reference in the annual report on Form 10-KSB of
Corgenix Medical Corporation of our report dated August 15, 2003, relating to
the balance sheet of Corgenix UK Limited as of June 30, 2003, and the related
financial statements for the year ended June 30, 2003, and all related
schedules, which report appears in the June 30, 2004, annual report on Form
10-KSB of Corgenix Medical Corporation.


                                 SR HOWELL & CO


Ramsey, UK
October 12, 2003

<page>
                               CORGENIX UK LIMITED
               Auditors' Report to the Shareholders of Corgenix UK Limited

We have audited the financial statements of Corgenix UK Limited for the year
ended 30 June 2003 on pages 3 to 10. These financial statements have been
prepared in accordance with the Financial Reporting Standard for Smaller
Entities (effective March 2000), under the historical cost convention and the
accounting policies set out on page 5.

Respective responsibilities of Directors and Auditors As described in the
Statement of Directors' Responsibilities on page 1, the company's directors are
responsible for the preparation of the financial statements in accordance with
applicable law and United Kingdom Accounting Standards.

Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing
Standards.

We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the Director's Report is not
consistent with the financial statements, if the company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
directors' remuneration and transactions with the company is not disclosed.

We read the Director's Report and consider the implications for our report if we
become aware of any apparent misstatement within it.

Basis of opinion
We have audited the financial statements of Corgenix UK Limited for the year
ended 30 June 2003 on page 3 to 10. We conducted our audit in accordance with
auditing standards issued by the Auditing Practices Board and the audit was also
performed in accordance with auditing standards generally accepted in the United
States of America. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial statements. It also
includes an assessment of the significant estimates and judgments made by the
Director in the preparation of the financial statements and of whether the
accounting policies are appropriate to the Company's circumstances, consistently
applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material missatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.

Opinion
In our opinion, the financial statements give a true and fair view of the state
of the company's affairs at 30 June 2003 and of its profit for the year then
ended and have been properly prepared in accordance with accounting principles
generally accepted in the United States of America and the Companies Act of
1985.



15 August, 2003

SR Howell & Co
Chartered Certified Accountants
& Registered Auditors
88 High Street
Ramsey
Huntington
Cambs PE26 1BS

<page>
           Consent of Independent Registered Public Accounting Firm

The Board of Directors
Corgenix Medical Corporation:

We consent to the incorporation by reference in the registration statements
(Nos. 333-101528, 333-55682 and 333-69775) on Form S-8 of Corgenix Medical
Corporation of our report dated October 11, 2004, with respect to the
consolidated balance sheets of Corgenix Medical Corporation and subsidiaries as
of June 30, 2004 and 2003, and the related consolidated statements of operations
and comprehensive loss, stockholders' equity and cash flows for the years then
ended, which report appears in the June 30, 2004, annual report on Form 10-KSB
of Corgenix Medical Corporation.

As discussed in note 1 (h) to the June 30, 2004 consolidated financial
statements of Corgenix Medical Corporation, effective July 1, 2002, the Company
changed its method of accounting for goodwill as prescribed by Statement of
Financial Accounting Standards No. 142.


                                    KPMG LLP


Denver, Colorado
October 11, 2004

<PAGE>

                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                 Consolidated Financial Statements

                             June 30, 2004 and 2003

   (With Independent Registered Public Accounting Firm's Report Thereon)


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES






                                                                Page


Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm          F-1

Consolidated Balance Sheets as of June 30, 2004 and 2003         F-2

Consolidated Statements of Operations and Comprehensive
  Loss for the years ended June 30, 2004 and 2003                F-3

Consolidated Statements of Stockholders' Equity
  for the years ended June 30, 2004 and 2003                     F-4

Consolidated Statements of Cash Flows for the years ended
  June 30, 2004 and 2003                                         F-5

Notes to Consolidated Financial Statements                       F-6


<PAGE>











           Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
Corgenix Medical Corporation:

We have audited the accompanying consolidated balance sheets of Corgenix Medical
Corporation and subsidiaries (Company) as of June 30, 2004 and 2003, and the
related consolidated statements of operations and comprehensive loss,
stockholders' equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. We did not audit the financial statements of
Corgenix UK Limited, a wholly-owned subsidiary, as of and for the year ended
June 30, 2003, which statements reflect total assets constituting 14 percent and
net sales constituting 25 percent of the related consolidated totals. Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for Corgenix UK
Limited, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Corgenix Medical Corporation and
subsidiaries as of June 30, 2004 and 2003, and the results of their operations
and their cash flows for the years then ended, in conformity with U.S. generally
accepted accounting principles.

As discussed in note 1 (h) to the consolidated financial statements, effective
July 1, 2002, the Company changed its method of accounting for goodwill as
prescribed by Statement of Financial Accounting Standards No. 142.


                                    KPMG LLP



Denver, Colorado
October 11, 2004
<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             June 30, 2004 and 2003

                    Assets                          2004      2003
                                                  --------- ----------

Current assets:

  Cash and cash equivalents                     $ 468,954    342,377
  Accounts receivable, less allowance for
doubtful accounts of $13,410                      834,153    628,717

  Inventories                                     982,227    815,222

  Prepaid expenses                                30,276      42,788
                                                  ---------  ----------


       Total current assets                       2,315,610  1,829,104
                                                  ---------  ----------

Equipment:

    Capitalized software costs                    122,855     122,855

  Machinery and laboratory equipment              588,219     585,935

  Furniture, fixtures and office equipment        511,488     503,787
                                                  ---------  ----------


                                                 1,222,562  1,212,577
  Accumulated depreciation and amortization       (913,020)  (789,564)
                                                  ---------  ----------


       Net equipment                              309,542    423,013
                                                  ---------  ----------

Intangible assets:
    Patents, net of accumulated amortization
of $1,019,474 and $944,978, respectively           98,070     172,566

  Goodwill, net of accumulated amortization
of  $44,979                                        13,677      13,677
                                                  ---------   ------
                                                  111,747     186,243
                                                  ---------  ----------
Due from officer                                   12,000      12,000

Other assets                                       98,925     105,356


       Total assets                            $2,847,824   2,555,716
                                                =========  ==========

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
  Current portion of notes payable, net of
discount (note 3)                               $ 569,988    378,683

  Current portion of capital lease obligations    51,395      95,881

  Accounts payable                                483,642    618,934

  Accrued payroll and related liabilities         173,392    180,630

  Accrued interest                                127,831     99,660

  Accrued liabilities                             169,929    105,392
                                                  ---------- -------


       Total current liabilities                1,576,177  1,479,180


Notes payable, less current portion (note 3)      238,445    373,167

Capital lease obligation, less current portion     9,712      61,504
                                                  ---------  ----------

                    Total liabilities           1,824,334   1,913,851
                                                  ---------  ----------

Redeemable common stock, 880,282 shares issued
and outstanding, aggregate redemption value of
$500,000, net of unaccreted discount and issuance
costs of $64,919 at June 30, 2004 and $151,474
at June 30, 2003                                   435,081    348,526

Stockholders' equity:
  Preferred stock, $0.001 par value.
     Authorized 5,000,000 shares, none issued or
     outstanding                                    --           --
  Common stock, $0.001 par value. Authorized
     40,000,000 shares; Issued and outstanding
     5,321,319  and 5,271,192 shares in 2004
     and 2003, respectively                        4,440       4,391

  Additional paid-in capital                   5,449,100   4,930,576

  Accumulated deficit                         (4,853,767) (4,642,297)
    Accumulated other comprehensive income
(loss)                                           (11,364)        669
                                                ---------  ----------


       Total stockholders' equity                588,409      293,339
                                                  ---------  ----------

Commitments and contingencies

       Total liabilities and stockholders'
        equity                                $2,847,824    2,555,716
                                               =========    ==========
See accompanying notes to consolidated financial statements.




<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
    Consolidated Statements of Operations and Comprehensive Loss
                 Years ended June 30, 2004 and 2003
                                                 2004        2003
                                              ----------- -----------


Net sales                                    $5,270,553   5,023,669

Cost of sales                                 1,873,534   1,697,123
                                              ----------- -----------


        Gross profit                          3,397,019   3,326,546

Operating expenses:

  Selling and marketing                       1,348,318   1,498,033

  Research and development                    737,897      858,892

     General and administrative               1,267,479   1,197,534
                                              ----------- -----------

                                              3,353,694   3,554,459
                                              ----------- -----------


        Operating income (loss)                 43,325    (227,913)
                                              ----------- -----------


Other expense -
  Interest expense                            (168,240)   (76,911)
                                              ----------- -----------


            Net loss                        $ (124,915)   (304,824)
                                              =========== ===========

Accretion of discount on redeemable common
stock                                           86,555      86,558
                                              ----------- -----------
                                              ----------- -----------

Net loss attributable to common
stockholders                                  (211,470)   (391,382)
                                              ----------- -----------

Net loss per share basic and diluted        $   (0.04)      (0.08)
                                              =========== ===========

Weighted average shares outstanding -
basic and diluted                           $ 5,305,425   5,236,309
                                              =========== ===========


Net loss                                    $ (124,915)   (304,824)

Other comprehensive loss -

  foreign currency translation                (12,033)    (31,259)
                                              ----------- -----------


        Total comprehensive loss            $ (136,948)   (336,083)
                                              =========== ===========

See accompanying notes to consolidated financial statements.


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                  Consolidated Statements of Stockholders' Equity
                         Years ended June 30, 2004 and 2003

               Common                                 Accumulated
               Stock    Common   Additional              Other       Total
               Number   Stock     Paid-in    Accmltd.   Compreh.    Stckhlders'
               Shares   Amount    Capital    Deficit     Income       Equity
            -------------------------------------------------------------------
Balances at:
July 1, 2002  4,333,095 $4,333   4,695,392 (4,250,915)   31,928       480,738


Issuance of
  common stock for
  services       57,815     58     27,399       --          --          27,457
Issuance of
  redeemable
  common
  stock and
  warrants      880,282     --    222,779       --          --          222,779

Cost of equity
  issuances           --    --    (14,994)      --          --          (14,994)
Accretion of
  discount on
  redeemable
  common stock        --      --     --      (86,558)       --          (86,558)

Foreign currency
  translation         --      --     --         --       (31,259)       (31,259)
Net loss              --      --     --      (304,824)       --        (304,824)
                    ------  ------ ------  ------------   ------      ---------

Balances at:
June 30, 2003  5,271,192   4,391  4,930,576 (4,642,297)     669         293,339

Issuance of
  common stock and
  exercise of
  stock options   50,127      49     18,524     --           --          18,573
Accretion of discount
  on redeemable
  common stock     --         --       --     (86,555)       --         (86,555)
Beneficial conversion
  feature of Genesis
  convertible note
  payable
  (note 3)         --         --     500,000     --          --         500,000

Foreign currency
  translation      --         --       --        --       (12,033)     (12,033)
                                                                        124,915)
Net loss           --         --       --     (124,915)      --        (124,915)
               ---------- ---------- -------- ---------- -----------   ---------
Balances at
June 30, 2004  5,321,319     4,440  5,449,100  (4,853,767)  (11,364)    588,409
               --------- ========== ========== =========== ==========  =========
See accompanying notes to consolidated financial statements.


<PAGE>


                                       F-6
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows
                   Years ended June 30, 2004 and 2003

                                                         2004      2003
                                                       -------------------

Cash flows from operating activities:
  Net loss                                           $ (124,915) (304,824)
  Adjustments to reconcile net loss to net cash
provided by (used in)
       operating activities:

      Depreciation and amortization                     196,259   221,776
      Accretion of discount on note
           payable                                       84,801

      Equity instruments issued for services             12,582     27,463
      Changes in operating assets and liabilities:
          Accounts receivable, net                     (180,669)    65,677
          Inventories                                  (165,459)  (149,917)
          Prepaid expenses and other assets              19,762    (49,542)
          Accounts payable                             (185,064)    65,429

        Accrued payroll and related liabilities          (3,071)    62,475
        Accrued liabilities, including accrued
           interest                                      87,139     81,350
                                                       -------------------
              Net  cash   provided   by   (used   in)
                operating activities                   (258,635)    19,887
                                                       -------------------

Cash flows used in investing activities:

     Additions to equipment                              (7,124)   (68,883)

Cash flows from financing activities:
  Proceeds from issuance of common stock, redeemable
     common stock, warrants and stock options             5,990    500,000
  Proceeds from issuance of notes payable               665,936    204,100
  Payments on notes payable                            (194,500)  (312,533)
  Payments on capital lease obligations                 (96,277)  (103,059)
  Payment for costs of issuance of common stock
     and redeemable common stock                           --      (30,254)
                                                       -------------------

          Net   cash    provided   by   financing
          activities                                    381,149   258,254
                                                       -------------------

          Net increase (decrease) in cash and
          cash equivalents                              115,390   209,257

Impact of foreign currency translation adjustment on
cash                                                     11,187  (31,259)

Cash and cash equivalents at beginning of year          342,377   164,378
                                                       -------------------
Cash and cash equivalents at end of year             $  468,954    342,377
                                                       ===================

Supplemental cash flow disclosures:

Cash paid for interest                               $   56,226    78,000
                                                       ===================


Cash paid for income taxes                           $     --         --
                                                       ===================

Noncash investing and financing activity -

  Equipment acquired under capital leases            $     --      68,883
                                                       ===================

See accompanying notes to consolidated financial statements.



<PAGE>





                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

              Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003

(1) Summary of Significant Accounting Policies
    (a) Business and Basis of Presentation
        Corgenix (formerly known as REAADS Medical Products) develops,
        manufactures and markets diagnostic products for the serologic diagnosis
        of certain vascular diseases and autoimmune disorders using proprietary
        technology. The Company markets its products to hospitals and
        free-standing laboratories worldwide through a network of sales
        representatives, distributors and private label (OEM) agreements. The
        Company's corporate offices and manufacturing facility are located in
        Westminster, Colorado.

        On March 12, 2004, the Company and Genesis Bioventures, Inc.
        ("Genesis"), signed a definitive merger agreement to effectuate a merger
        on or about August 31, 2004. This agreement was amended on August 31,
        2004 and the date to effectuate a merger was extended to January 31,
        2005. (see note 2 to financial statements).

        The consolidated financial statements include the accounts of the
        Company and its wholly-owned subsidiaries, Corgenix, Inc. and Corgenix
        (UK) Limited ("Corgenix UK"). Corgenix UK was established as a United
        Kingdom company during 1996 to market the Company's products in Europe.
        Transactions are generally denominated in US dollars.

(b)   Principles of Consolidation

        The consolidated financial statements include the financial statements
        of Corgenix Medical Corporation and its wholly owned subsidiaries.
        Inter-company balances and transactions have been eliminated in
        consolidation.

    (c) Use of Estimates
        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual
        results could differ significantly from those estimates.

    (d) Cash and Cash Equivalents
        The Company considers all highly liquid debt instruments purchased with
        maturities of three months or less at purchase to be cash equivalents.


<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


    Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


(e)   Trade Accounts Receivable
        Trade accounts receivable are recorded at the invoiced amount and do not
        bear interest. The allowance for doubtful accounts is the Company's best
        estimate of the amount of probable credit losses in the Company's
        existing accounts receivable. The Company determines the allowance based
        on historical write-off experience. The Company reviews its allowance
        for doubtful accounts monthly. Past due balances over 90 days and over a
        specified amount are reviewed individually for collectibility. Account
        balances are charged off against the allowance after all means of
        collection have been exhausted and the potential for recovery is
        considered remote. The Company does not have any off-balance-sheet
        credit exposure related to customers.

    (f) Inventories
        Inventories are recorded at the lower of cost or market, using the
        first-in, first-out method. A provision is recorded to reduce excess and
        obsolete inventories to their estimated net realizable value, when
        necessary. No such provision was recorded as of and for the two years
        ended June 30, 2004. Components of inventories as of June 30, are as
        follows:

                           2004         2003
                         ----------  -----------
Raw materials         $   192,226     133,522
Work-in-process           413,639     402,643
Finished goods            376,362     279,057
                         ----------  -----------
                      $   982,227     815,222
                         ==========  ===========

    (g) Equipment and Software
        Equipment and software are recorded at cost. Equipment under capital
        leases is recorded initially at the present value of the minimum lease
        payments. Depreciation and amortization expense, which totaled $196,259
        and $221,775 for the years ended June 30, 2004 and 2003, respectively,
        is calculated primarily using the straight-line method over the
        estimated useful lives of the respective assets which range from 3 to 7
        years. Capitalized software costs are related to the Company's web site
        development, which are being amortized over three years, beginning in
        October 2002.

    (h) Intangible Assets
        Intangible assets consist of purchased patents and goodwill. Purchased
        patents are amortized using the straight-line method over the shorter of
        15 years or the remaining life of the patent.
        The Company adopted the provisions of Statement of Financial Accounting
        Standards (SFAS) No. 142, Goodwill and Other Intangible Assets (SFAS No.
        142) on July 1, 2002. Pursuant to SFAS No. 142, goodwill and intangible
        assets acquired in a purchase business combination and determined to
        have indefinite lives are not amortized, but instead are tested for
        impairment at least annually in accordance with the provisions of this
        statement. Identifiable intangibles with estimated useful lives continue
        to be amortized over their respective estimated useful lives and

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                            June 30, 2004 and 2003


        reviewed for  impairment in  accordance  with SFAS No. 144,
        Accounting for Impairment or Disposal of Long Lived Assets.

(i)      Advertising Costs

        Advertising costs are expensed when incurred. Advertising costs included
        in selling and marketing expenses totaled $27,705 and $63,294 in fiscal
        2004 and 2003, respectively.

    (j) Income Taxes
        Income taxes are accounted for under the asset and liability method.
        Deferred tax assets and liabilities are recognized for net operating
        loss and other credit carryforwards and the future tax consequences
        attributable to differences between the financial statement carrying
        amounts of existing assets and liabilities and their respective tax
        bases. Deferred tax assets and liabilities are measured using enacted
        tax rates expected to apply to taxable income in the years in which the
        tax effect of transactions are expected to be realized. The effect on
        deferred tax assets and liabilities of a change in tax rates is
        recognized in the consolidated statements of operations in the period
        that includes the enactment date.

        Deferred tax assets are reduced by a valuation allowance for the portion
        of such assets for which it is more likely than not the amount will not
        be realized. Deferred tax assets and liabilities are classified as
        current or noncurrent based on the classification of the underlying
        asset or liability giving rise to the temporary difference or the
        expected date of utilization of the carry forwards.

         (k)    Revenue Recognition
        Revenue is recognized upon shipment of products. Sales discounts and
        allowances are recorded at the time product sales are recognized and are
        offset against sales revenue.

    (l) Research and Development

        Research and development costs and any costs associated with internally
        developed patents, formulas or other proprietary technology are expensed
        as incurred. Research and development expense for the years ended June
        30, 2004 and 2003 totaled $737,897 and $858,892 respectively. Revenue
        from research and development contracts represents amounts earned
        pursuant to agreements to perform research and development activities
        for third parties and is recognized as earned under the respective
        agreement. Because research and development services are provided evenly
        over the contract period, revenue is recognized ratably over the
        contract period. Research and  development  agreements  in  effect in
        2004 and 2003 provided for fees to the Company

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003



        based on time and materials in exchange for performing specified
        research and development functions. Contract research and development
        revenues were $211,935 and $555,813 for the years ended June 30, 2004
        and 2003, respectively. Research and development contracts are generally
        short term with options to extend, and can be cancelled under specific
        circumstances.

    (m) Long-Lived Assets
        The Company reviews long-lived assets, including intangibles, for
        impairment whenever events or changes in circumstances indicate that the
        carrying amount of such assets may not be recoverable. Events relating
        to recoverability may include significant unfavorable changes in
        business conditions, recurring losses, or a forecasted inability to
        achieve break-even operating results over an extended period. The
        Company evaluates the recoverability of long-lived assets based upon
        forecasted undiscounted cash flows. Should an impairment in value be
        indicated, the carrying value of intangible assets will be adjusted,
        based on estimates of future discounted cash flows resulting from the
        use and ultimate disposition of the asset.

    (n) Stock-Based Compensation
        The Company accounts for its stock plans in accordance with the
        provisions of Accounting Principles Board (APB) Opinion No. 25,
        Accounting for Stock Issued to Employees, SFAS No.148, Accounting for
        Stock-Based Compensation-Transition and Disclosure, and related
        interpretations. As such, compensation expense is recorded on the date
        of grant only if the current market price of the underlying stock
        exceeds the exercise price. SFAS No. 123, Accounting for Stock-Based
        Compensation, permits entities to recognize as expense over the vesting
        period the fair value of all stock-based awards on the date of grant.
        Alternatively, SFAS No. 123 also allows entities to continue to apply
        the provisions of APB Opinion No. 25 and provide pro forma net loss
        disclosures for employee stock option grants as if the fair-value-based
        method defined in SFAS No. 123 had been applied. The Company has elected
        to continue to apply the provisions of APB Opinion No. 25 and provide
        the pro forma disclosures required by SFAS No. 123.

        Had the Company determined compensation cost based on the fair value at
        the date of grant for its stock options under SFAS No. 123, the
        Company's net income (loss) would have been increased to the pro forma
        amounts indicated as follows:

                                                2004        2003
                                             -----------  ---------
  Net loss as reported                    $  (124,915)    (304,824)
  Deduct   total   stock-based   employee
    compensation    expense    determined
    under   fair-value   method  for  all     (60,528)    (52,859)
    awards, net of tax
                                             -----------  ---------
                                             -----------  ---------
  Pro forma net loss                         (185,443)    (357,683)
                                             =========    =========
  Net loss per share, basic and diluted        (0.04)      (0.08)
    as reported
  Net loss per share, basic and diluted        (0.05)      (0.08)
    pro forma

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


        Fair value was determined using the Black Scholes option - pricing model
        with the following assumptions: no expected dividends, volatility of
        141% in fiscal 2003, risk-free interest rate range of 3.31 to 3.48% in
        fiscal 2003 and expected lives of seven years.

        The weighted average fair value per option of options granted during the
        year ended June 30, 2003 was $0.43.

(o)     Earnings Per Share

        Basic earnings (loss) per share is computed by dividing net loss
        attributable to common stockholders by the weighted average number of
        common shares outstanding. Diluted earnings (loss) per share is computed
        by dividing net loss attributable to common stockholders by the weighted
        average number of common shares outstanding increased for potentially
        dilutive common shares outstanding during the period. The dilutive
        effect of stock options and their equivalents is calculated using the
        treasury stock method. No stock options were granted in fiscal 2004.
        Options and warrants to purchase common stock totaling 556,782 and
        92,651 shares for fiscal years 2004 and 2003 respectively, are not
        included in the calculation of weighted average common shares-diluted
        below as their effect is anti-dilutive. Redeemable common stock is
        included in the common shares outstanding for purposes of calculating
        net income (loss) per share.

                                                    2004       2003
                                                  ---------  ---------

        Net loss attributable to common         $  (211,470)  (391,382)
          stockholders
                                                  ---------  ---------
                                                  ---------  ---------

        Common and common equivalent
        shares outstanding:
        Historical common shares
        outstanding at beginning of year         5,271,192   4,333,095
        Weighted average common equivalent
        shares issued during year                   34,233     903,214
                                                  ---------  ---------
                                                  ---------  ---------

          Weighted average common shares -
            basic and diluted                    5,305,425  5,236,309


         Net income (loss) per share - basic
            and diluted                         $   (.04)        (.08)
                                                  =========  =========

    (p)    Warrants

        The Company has recorded contingent stock purchase warrants in
        accordance with Emerging Issues Task Force Bulletin 96-18: Accounting
        for Equity Instruments That Are Issued to Other Than Employees for
        Acquiring, or in Conjunction with Selling, Goods or Services. At the
        grant date, the minimum number of warrants which may eventually be
        issued are recorded at their fair
<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                  Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


        value, which is adjusted in subsequent periods for revisions of the
        minimum number of warrants to be issued and the then current fair value
        of the warrants.

    (q)   Reclassifications

                Certain 2003 amounts have been reclassified to conform to the
2004 presentation.

    (r)    Foreign Currency Transactions

        The accounts of the Company's foreign subsidiary are generally measured
        using the local currency as the functional currency. For those
        operations, assets and liabilities are translated into U.S. dollars at
        period-end exchange rates. Income and expense accounts are tanslated at
        average monthly exchange rates. Net exchange gains or losses resulting
        from such translation are excluded from results of operations and
        accumulated as a separate component of stockholders' equity.

(s)   Liquidity

       The Company's future capital requirements will depend on a number of
       factors, including the proposed merger with Genesis and the possible
       completion of the related Takeout Financing for Genesis, the possible
       redemption of common stock, the profitability or lack thereof, the rate
       at which it grows its business and its investment in proprietary research
       activities, the ability of its current and future strategic partners to
       fund outside research and development activities, its success in
       increasing sales of both existing and new products and collaborations,
       expenses associated with unforeseen litigation, regulatory changes,
       competition, technological developments, general economic conditions and
       potential future merger and acquisition activity. The Company's principal
       sources of liquidity have been cash provided from operating and financing
       activities, cash raised from the private sale of redeemable common and
       common stock, the Bridge Note, and long- term debt financing. If
       completed, the Takeout Financing would provide approximately $6,000,000
       to occur concurrently with the consummation of the merger with Genesis,
       now estimated to be on or about February 28, 2005. If, for any reason the
       Takeout Financing and the planned merger with Genesis do not occur or if
       the Company is required to repurchase its redeemable common stock, the
       Company will need to implement new expense reductions and seek new debt
       agreements and/or sell additional equity securities in fiscal year 2005
       to generate additional operating capital, to develop the markets and
       obtain the regulatory approvals for its products in the United States,
       and to pursue all of its strategic objectives. The Company believes that
       its current availability of cash, working capital, future proceeds from
       the issuance of common stock and debt financing and expected cash flows
       from operations resulting from, if necessary, further expense reductions,
       will be adequate to meet its ongoing needs for at least the next twelve
       months. At June 30, 2004, cash on hand amounted to $468,954 compared to
       $342,377 at June 30, 2003. This estimate of the Company's future capital
       requirements is a forward-looking statement that is based on assumptions
       that involve varying risks and uncertainties. Actual results may differ
       significantly from the Company's estimates. There are no assurances the
       Company would be able to make required payments under certain of its
       agreements described above if they become due.

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


(2) Planned Merger with Genesis Bioventures, Inc.

    On August 5, 2003 (as amended October 21, 2003), the Company entered into a
    letter of intent to merge with Genesis Bioventures, Inc. (which we refer to
    as Genesis) a biomedical development company focused on the development of
    diagnostic tests ("Merger Transaction"). On March 12, 2004, the Company and
    Genesis signed a definitive merger agreement to effectuate the merger. In
    September 2004, the Company and Genesis agreed to extend the closing date to
    on or before February 28, 2005.

    If the merger is consummated, Genesis would issue 14 million shares in
    exchange for 100% of Corgenix's outstanding shares. On March 24, 2004
    Genesis advanced $500,000 to the Company in the form of a Convertible
    Promissory Note ("Bridge Note"), for on-going business operations as well as
    merger transaction related expenses. Pursuant to the main provisions of the
    Bridge Note, interest will not accrue on the principal balance of the Bridge
    Note unless and until the merger closing does not occur, in which case the
    interest will accrue at the prime rate at the time of such termination and
    from said date of termination. Upon a merger termination, the unpaid
    principal plus accrued interest thereon is payable in four fully amortized
    semi-annual payments. Depending upon the reason for a merger termination,
    the lender (Genesis) may elect to convert the unpaid principal balance of
    the Note plus accrued but unpaid interest thereon (if any) into shares of
    common stock of Corgenix, at a conversion price of $.40 per share if the
    merger termination is due to the unrightful refusal to close by Corgenix, or
    at a conversion price of $.568 per share if the merger termination is for
    any other reason. The terms of the merger agreement provide that Corgenix's
    current management team will assume the responsibility of managing the
    combined entity, which will continue to be known as Genesis Bioventures,
    Inc. and will be headquartered in Westminster, Colorado, the location of
    Corgenix's current corporate headquarters. In addition, the proposed merger
    is conditioned upon certain closing conditions, including approval by the
    stockholders of each company, the successful completion of a second round of
    merger related financing in the amount of at least $6 million (which we
    refer to as the Takeout Financing). The foregoing dates and amounts of these
    provisions may be waived upon the mutual consent of both companies. The
    Takeout Financing would provide the combined companies with funding to
    continue to develop and further expand their respective technologies and
    sales and marketing activities. Finally, in the event of a breach of the
    Merger Agreement, the breaching party may be liable for up to $1,500,000 of
    liquidated damage penalties.

(3) Notes Payable
    Certain of the notes payable restrict the payment of dividends on the
    Company's common stock. Notes payable consist of the following at June 30,
    2004 and 2003:


<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                              June 30, 2004 and 2003


                                               2004           2003
                                             ----------   -------------

    Bridge Note payable to
    Genesis Bioventures,Inc., net of
    discount of $415,199.                     $84,801           --
    See discussion of terms below.

    Note payable to a bank, with interest at
    prime plus 2.75% (7.0% at June 30, 2004),
    due in monthly installments of principal and
    interest of $13,369 through January 2007,
    collateralized by commercial
    security agreements and a key man
    life insurance policy.                     369,351        498,807

    Variable Rate Loan payable to a bank, with
    interest at prime plus 1.0% (minimum rate
    of 5.5%), due in monthly installments of
    principal and interest through August 2004.
    This loan payable is collateralized by
    accounts receivable and inventory and is
    an extension and conversion of a
    revolving credit agreement with the same bank
    which matured on March 31, 2004.          292,507         184,965

    Bank overdraft facility entered into
    by Corgenix UK Limited, secured
    by two officers of the Company whereby
    Corgenix UK Limited can borrow up to
    $26,500 with interest at 3% over the
    base rate, (6.5% at June 30, 2003)
    maturing June 30, 2004.                     --             6,304

   Notes payable, unsecured, to former
   preferred stockholders,
   with interest at 17%, due on demand.
   At June 30, 2004, the Company was in
   default on these notes. See discussion of
   this default below.                       61,774            61,774

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

                                             808,433          751,850

    Less current portion                    (569,988)        (378,683)
                                           ----------   -------------
          Notes payable, excluding
            current portion               $  238,445          373,167
                                           ==========   =============

    As described in note (2), Genesis advanced $500,000 to the Company under the
    Bridge Note. Interest will not accrue on the principal balance of the Bridge
    Note unless and until the merger closing does not occur, in which case the
    interest will accrue at the prime rate at the time of such termination and
    from said date of termination. Upon a merger termination, the unpaid
    principal plus accrued interest thereon is payable in four fully amortized
    semi-annual payments. Depending upon the reason for a merger termination,
    the lender (Genesis) may elect to convert the unpaid principal balance of
    the Note plus accrued but unpaid interest thereon (if any) into shares of
    common stock of Corgenix, at a conversion price of $.40 per share if the
    merger termination is due to the unrightful refusal to close by Corgenix, or
    at a conversion price of $.568 per share if the merger termination is for
    any other reason. The market value of the Company's stock was in excess of
    the potential conversion price at the date the note was executed, resulting
    in a beneficial conversion feature of approximately $660,000. As required by
    Emerging Issues Task Force Bulletins 98-5, "Accounting for Convertible
    Securities with Beneficial Conversion Features of Contingently Adjustable
    Conversion Ratios" and 00-27, "Application of Issue 98-5 to Certain
    Convertible Instruments", the entire proceeds of the Bridge Note were
    credited to additional paid-in capital. The Bridge Note was recorded net of
    a $500,000 discount, which is being accreted to interest expense over the
    potential term of the Bridge Note. In the Company's 10-QSB for the three and
    nine months ended March 31, 2004, the Bridge Note proceeds were classified
    in debt, rather than being reflected as additional paid-in capital. The
    financial statements for the year ended June 30, 2004 reflect the
    appropriate reclassification.

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                     Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


      As of June 30, 2004, the notes payable to former preferred stockholders,
      originally at an interest rate of 12%, were in default. As a result of the
      default, the interest rate increased to 17%. Upon the occurrence of an
      event of default, the lenders, at their sole and absolute discretion and
      without notice or demand, may declare the entire unpaid balance of
      principal plus accrued interest immediately due and payable. No such
      declaration has been made as of June 30, 2004.

      Aggregate maturities of notes payable by year, net of discount amount of
      $415,199, as of June 30, 2004, are as follows:

Years ending June 30:
  2005                        $  985,187
  2006                           144,463
  2007                            93,982
                                1,223,632
Less unaccreted discount on       415,199
 Bridge Note
                               -----------
Net maturities                $   808,433

    The carrying values of notes payable approximate fair value based on their
    terms and floating market based interest rates.

(4) Employee Stock Purchase and Stock Option Plans Effective January 1, 1999,
    the Company adopted an Employee Stock Purchase Plan to provide eligible
    employees an opportunity to purchase shares of its common stock through
    payroll deductions, up to 10% of eligible compensation. The plan is
    registered under Section 423 of the Internal Revenue Code of 1986. Each
    quarter, participant account balances are used to purchase shares of stock
    at the lesser of 85% of the fair value of shares on the first business day
    (grant date) and last business day (exercise date) of each quarter. No right
    to purchase shares shall be granted if, immediately after the grant, the
    employee would own stock aggregating 5% or more of the total combined voting
    power or value of all classes of stock. A total of 60,000 common shares were
    registered with the Securities and Exchange Commission (SEC) for purchase
    under the plan. In fiscal 2004 35,394 shares were issued under the plan. In
    fiscal 2003 57,815 shares were issued under the plan.

    Compensation expense recognized for the 15% discount on shares purchased
    under this plan amounted to $1,882 and $2,734 in fiscal 2004 and 2003,
    respectively.

    In October 1999 and July 2000 the Company reserved a total of 200,000 shares
    of its common stock for an incentive stock option plan (Plan) for employees,
    directors and consultants. Options are granted at the discretion of the
    board of directors with an exercise price equal to or greater than the
    market value of the Company's common stock on the grant date. At the
    December 2002 annual stockholders meeting, the Company and its stockholders
    adopted the Amended and Restated 1999 Incentive Stock Plan whereby 800,000
    shares of Corgenix common stock were reserved for issuance under this plan.

    Detail of stock option activity for the two-year period ended June 30, 2004
    is as follows:



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                    Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003

                                                            Weighted
                                              Range of       average
                                Number of     exercise       exercise
                                  shares       prices         price
                                -----------  ------------  -----------
                                -----------  ------------  -----------

    Outstanding at July 1,       105,849   $ 0.625-3.28     $ 0.97
      2002 (1)
    Granted at market price      358,500      0.35-0.45       0.42
    Granted  at  greater  than     --          --              --
      market price
    Granted   at  lower   than    26,000        0.001         .001
      market price
    Exercised                      --          --              --
    Canceled                       --          --              --
                                -----------

    Outstanding at June 30,      490,349                     0.509
      2003 (1)
    Granted at market price        --           --             --
    Granted  at  greater  than     --           --             --
      market price
    Granted   at  lower   than     --           --             --
      market price
    Exercised                    (14,733)     0.35-0.45       0.41
    Canceled                       --           --              --
                                -----------

    Outstanding at June 30,      475,616                     0.524
      2004 (1)
                                -----------

    Options exercisable at
      June 30, 2004              246,315                     0.595
                                 =======


    (1) Includes 5,869 in warrants granted to an employee in June 2000

    The following table summarizes information about stock options issued to
    employees and directors that are outstanding at June 30, 2004:

    --------------------------------------------  -------------------
                                                     Exercisable
                 Outstanding options                   options
    --------------------------------------------  -------------------
    --------------------------------------------  -------------------
                             Weighted
                              average
       Range                 remaining   Weighted             Weighted
        of                  contractual  average              average
      exercise                 life      exercise            exercise
        price     Number     (months)     price     Number    price
       ---------  ---------  ---------   -------  ---------  --------
       ---------  ---------  ---------   -------  ---------  --------

   $   0.001       26,000     65.8       0.001     26,000    0.001
    0.625 - 1.375 102,249     42.0       0.842    102,248    0.842
    0.35-0.45     343,767     65.0       0.417    114,467    0.418
        3.28        3,600     33.0        3.28      3,600     3.28
                  ---------  ---------   -------  ---------  --------
                  ---------  ---------   -------  ---------  --------
                  475,616    72.84       0.524    246,315    0.595
                  =======                         =======

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                     Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


    As of June 30, 2004, there were also 65,588 warrants issued to consultants
    outstanding and exercisable ranging in prices from $.21 to $.25 per share,
    with a weighted average exercise price of $.24 per share.

(5) Commitments and Contingencies
    (a) Leases
        The Company is obligated under various noncancellable operating and
        capital leases primarily for its operating facilities and certain office
        equipment. The leases generally require the Company to pay related
        insurance costs, maintenance costs and taxes. Rent expense on operating
        leases is reflected on a straight-line basis over the lease term. Future
        minimum lease payments under noncancelable leases, with initial or
        remaining terms in excess of one year, as of June 30, 2004, are as
        follows:

                                                     Capital   Operating
                                                      Leases    Leases
                                                    --------- --------

        Years ending June 30:
          2005                                   $    54,541   230,743
          2006                                         9,892   258,096
          2007                                             --    83,061
          2008                                             --    24,872
                                                           --     9,132
                                                    --------- --------
            Total future minimum lease payments        64,433 $ 605,907
                                                              ========

        Less amounts representing interest             3,326
                                                    ---------

        Present value of minimum capital lease        61,107
        payments

        Less current portion                          51,395
                                                    ---------

           Capital lease obligations less
             current portion                     $     9,712
                                                     =========

        Rent expense totaled $248,880 and $216,880 for the years ended June 30,
        2004 and 2003, respectively.

    (b) Employment Agreements
        The Company has employment agreements with six key employees, certain of
        whom are also stockholders. In addition to salary and benefit
        provisions, these agreements include defined commitments by the Company
        should the employees terminate their employment with or without cause.

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003



(c)   Redeemable Common Stock and Warrants
        On July 1, 2002, as part of the Medical & Biological Laboratories Co.,
        Ltd. (MBL) Agreement, MBL purchased shares of the Company's common stock
        for $500,000, which MBL can require the Company to repurchase at the
        same price in the event that a previously existing distribution
        agreement with RhiGene, Inc. is terminated. For no additional
        consideration, MBL was also issued warrants to purchase an additional
        880,282 shares of Common Stock at a price of $.568 per share, which is
        equal to an aggregate amount of $500,000.

        These warrants expire on July 3, 2007 and may be exercised in whole or
        in part at any time prior to their expiration. The estimated fair value
        of the warrant upon issuance was calculated as $401,809 using the
        Black-Scholes option-pricing model with the following assumptions: no
        expected dividend yield, 143% volatility, risk free interest rate of
        4.2% and an expected life of five years. The gross proceeds of $500,000
        were allocated $277,221 to redeemable common stock and $222,779 to the
        related warrants based on the relative fair values of the respective
        instruments to the fair value of the aggregate transaction. Issuance
        costs and the discount attributed to the redeemable common stock upon
        issuance are being accreted over the 33-month period prior to the
        presently expected first date on which the put option may be exercised,
        which is the present expiration date of the distribution agreement
        between the Company and RhiGene, Inc. Furthermore, pursuant to the
        agreement with MBL, as long as MBL holds at least 50% of the common
        stock purchased under the MBL agreement, MBL must give its written
        consent with respect to the payment of any dividend, the repurchase of
        any of the Company's equity securities, the liquidation or dissolution
        of the Company or the amendment of any provision of the Company's
        Articles of Incorporation or Bylaws which would adversely affect the
        rights of MBL under the stock purchase transaction documents. MBL was
        granted standard anti-dilution rights with respect to stock issuances
        not registered under the Securities Act. MBL also received standard
        piggyback registration rights along with certain demand registration
        rights.

(d) Termination Payment in Event of Certain Terminations

        The Company and Genesis are planning and proceeding to effectuate the
        merger transaction. There is no assurance that such transaction will be
        consummated. In the event of a breach of the merger agreement, the
        breaching party may be liable for up to $1,500,000 of liquidated damage
        penalties.


<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


(6) Income Taxes

    Income tax expense differed from the amounts computed by applying the U.S.
    federal income tax rate of 35% to pretax income as a result of the
    following:

                                              2004        2003
                                           -----------  ----------
Computed expected tax benefit            $  (43,720)    (114,961)
 Reduction (increase) in income taxes
 resulting from:
   Permanent differences                     12,328       16,587
   Impact of foreign loss not
    deductible in the United States           --            --
   Change in valuation allowance             42,773      103,454
   Other                                    (42,063)      (5,080)
                                           -----------  ----------
                                         $    --            --
                                           ===========  ==========


    At June 30, 2004, the Company has a net operating loss carry forward for
    income tax purposes of approximately $2,040,000 expiring during the period
    from 2012 to 2023. Research and experimentation tax credit carry forwards
    approximate $373,000. The utilization of net operating losses may also be
    limited due to a change in ownership under Internal Revenue Code Section
    382.

    As of June 30, 2004, the Company had a gross deferred tax asset of
    approximately $1,087,000 relating primarily to the Company's net operating
    losses and research and experimentation credit carry forwards.

    A valuation allowance in the amount of the deferred tax asset has been
    recorded due to management's determination that it is not more likely than
    not that the tax assets will be utilized.

(7) Related Party Transactions
    Amounts due from an officer are due upon demand, and do not bear interest.
    Amounts due to an officer, pursuant to a note payable, bear interest at 8%.

    During the year, the Company traded with Bond Bio-Tech Limited, a company in
    which the Director, Dr. W G Fleming, was also a Director of Corgenix UK,
    Ltd., and an officer of the Company. Services and equipment were provided to
    the Company together with the provision of management services. The
    management services are provided on a commercial basis, other supplies are
    at cost, combined total of $73,080 and $41,437 in 2004 and 2003,
    respectively.

(8) Concentration of Credit Risk
    The Company's customers are principally located in the United States,
    although there are a few significant foreign customers. The Company performs
    periodic credit evaluations of its customers' financial condition but
    generally does not require collateral for receivables.



<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003


    The Company's largest customer, a company headquartered in the United
    States, represented approximately 8.5% and 15.4% of sales in the years ended
    June 30, 2004 and 2003, respectively, and approximately 7.9% and 11.2% of
    accounts receivable at June 30, 2004 and 2003, respectively.

(9) Reportable Segments
    The Company has two segments of business, domestic and international
    operations. International operations primarily transacts sales with
    customers in the United Kingdom and Europe, while domestic operations
    transact all other sales. Sales to Chugai, emanating from the United States,
    have historically been included in the domestic business segment. The
    following table sets forth selected financial data for these segments for
    the years ended June 30, 2004 and 2003.


                                       Year ended June 30, 2004
                                   ----------------------------------
                                   Domestic    International Total
                                   ----------  ----------  ----------

    Net sales - external         $ 4,726,616   1,337,688   6,064,304
    customers
    Net sales - intercompany       (793,751)          --    (793,751)
                                   ----------  ----------  ----------
                                               ----------  ----------
          Total net sales        $ 3,932,865   1,337,688   5,270,553

    Depreciation and
    amortization                 $  195,572         687      196,259

    Interest expense             $  165,439       2,801      168,240

    Net income (loss)            $ (482,303)    357,388     (124,915)
    Segment assets               $ 2,458,732    389,092    2,847,824

                                        Year ended June 30, 2003
                                   ----------------------------------
                                    Domestic    International    Total
                                   ----------     ----------   ---------

    Net sales - external customers $4,610,182   1,142,393      5,752,575
    Net sales internal customers     (728,906)        --        (728,906)
                                     ----------  ----------    ---------
          Total net sales          $ 3,881,276   1,142,393     5,023,669

    Depreciation and
    amortization                   $   218,626       3,149       221,775

    Interest expense               $    91,314       9,234       100,548

    Net income (loss)              $  (526,097)    221,273      (304,824)

    Segment assets                 $ 2,097,844     457,872      2,555,716

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                             June 30, 2004 and 2003



(10)       Subsequent Events

    The Company and Genesis have verbally agreed to an extension to the existing
    Amended and Restated Agreement and Plan of Merger between the two companies
    extending the closing date to on or before February 28, 2005. The final form
    of the extension has not been determined and will be filed upon execution.







<PAGE>


                                                                    Exhibit 31.1
                                  CERTIFICATION

I, Luis R. Lopez, Chief Executive Officer, certify that:

1.         I have reviewed this annual report on Form 10-KSB of Corgenix Medical
           Corporation.

2.         Based on my knowledge, this annual report does not contain any untrue
           statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this annual report.

3.         Based on my knowledge, the financial statements, and other financial
           information included in this report, fairly present in all material
           respects the financial condition, results of operations and cash
           flows of the registrant as of, and for, the periods presented in this
           annual report;

4.         The small business issuer's other certifying officers and I are
           responsible for establishing and maintaining disclosure controls and
           procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
           and internal control over financial reporting (as defined in Exchange
           Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
           have:

(a)   Designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed
           under our supervision, to ensure that material
           information relating to the small business issuer,
           including its consolidated subsidiaries, is made known
           to us by others within those entities, particularly
           during the period in which this quarterly report is
           being prepared;
(b)        Designed such internal control over financial reporting, or caused
           such internal control over financial reporting to be designed under
           our supervision, 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;
(c)        Evaluated the effectiveness of the small business issuer's disclosure
           controls and procedures and presented in this report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this report based on such
           evaluation; and
(d)   Disclosed in this report any change in the small business
           issuer's internal control over financial reporting that
           occurred during the small business issuer's most recent
           fiscal quarter (the small business issuer's fourth
           fiscal quarter in the case of an annual report) that
           has materially affected, or is reasonably likely to
           materially affect, the small business issuer's internal
           control over financial reporting; and

5.         The small business issuer's other certifying officers and I have
           disclosed , based on our most recent evaluation of internal control
           over financial reporting, to the small business issuer's auditors and
           the audit committee of registrant's board of directors:

(a)        All significant deficiencies in the design or operation of internal
           control over financial reporting which are reasonably likely to
           adversely affect the small business issuer's ability to record,
           process, summarize and report financial information; and
(b)        Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the small business issuer's
           internal control over financial reporting.


   Date:  October 11, 2004

       /S/Luis R. Lopez
       Chief Executive Officer


<page>
                                                                    Exhibit 31.1
                                  CERTIFICATION

I, Douglass T. Simpson, President, certify that:

   1. I have reviewed this annual report on Form 10-KSB of Corgenix Medical
   Corporation.

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report.

3.         Based on my knowledge, the financial statements, and other financial
           information included in this report, fairly present in all material
           respects the financial condition, results of operations and cash
           flows of the registrant as of, and for, the periods presented in this
           annual report;

4.         The small business issuer's other certifying officers and I are
           responsible for establishing and maintaining disclosure controls and
           procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
           and internal control over financial reporting (as defined in Exchange
           Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
           have:

a.    Designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed
           under our supervision, to ensure that material
           information relating to the small business issuer,
           including its consolidated subsidiaries, is made known
           to us by others within those entities, particularly
           during the period in which this quarterly report is
           being prepared;
b.         Designed such internal control over financial reporting, or caused
           such internal control over financial reporting to be designed under
           our supervision, 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;
c.         Evaluated the effectiveness of the small business issuer's disclosure
           controls and procedures and presented in this report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this report based on such
           evaluation; and
d.    Disclosed in this report any change in the small business
           issuer's internal control over financial reporting that
           occurred during the small business issuer's most recent
           fiscal quarter (the small business issuer's fourth
           fiscal quarter in the case of an annual report) that
           has materially affected, or is reasonably likely to
           materially affect, the small business issuer's internal
           control over financial reporting; and

5.         The small business issuer's other certifying officers and I have
           disclosed , based on our most recent evaluation of internal control
           over financial reporting, to the small business issuer's auditors and
           the audit committee of registrant's board of directors:

a.         All significant deficiencies in the design or operation of internal
           control over financial reporting which are reasonably likely to
           adversely affect the small business issuer's ability to record,
           process, summarize and report financial information; and
b.         Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the small business issuer's
           internal control over financial reporting.


   Date:  October 11, 2004
       /S/Douglass T. Simpson
       President

<page>

                                                                    Exhibit 31.1
                                  CERTIFICATION

I, William H. Critchfield, Chief Financial Officer certify that:

1.         I have reviewed this annual report on Form 10-KSB of Corgenix Medical
           Corporation.

2.         Based on my knowledge, this annual report does not contain any untrue
           statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this annual report.

3.         Based on my knowledge, the financial statements, and other financial
           information included in this report, fairly present in all material
           respects the financial condition, results of operations and cash
           flows of the registrant as of, and for, the periods presented in this
           annual report;

4.         The small business issuer's other certifying officers and I are
           responsible for establishing and maintaining disclosure controls and
           procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
           and internal control over financial reporting (as defined in Exchange
           Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
           have:

a.    Designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed
           under our supervision, to ensure that material
           information relating to the small business issuer,
           including its consolidated subsidiaries, is made known
           to us by others within those entities, particularly
           during the period in which this quarterly report is
           being prepared;
b.         Designed such internal control over financial reporting, or caused
           such internal control over financial reporting to be designed under
           our supervision, 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;
c.         Evaluated the effectiveness of the small business issuer's disclosure
           controls and procedures and presented in this report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this report based on such
           evaluation; and
d.    Disclosed in this report any change in the small business
           issuer's internal control over financial reporting that
           occurred during the small business issuer's most recent
           fiscal quarter (the small business issuer's fourth
           fiscal quarter in the case of an annual report) that
           has materially affected, or is reasonably likely to
           materially affect, the small business issuer's internal
           control over financial reporting; and

5.         The small business issuer's other certifying officers and I have
           disclosed , based on our most recent evaluation of internal control
           over financial reporting, to the small business issuer's auditors and
           the audit committee of registrant's board of directors:

a.         All significant deficiencies in the design or operation of internal
           control over financial reporting which are reasonably likely to
           adversely affect the small business issuer's ability to record,
           process, summarize and report financial information; and
b.         Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the small business issuer's
           internal control over financial reporting.


   Date:  October 11, 2004
       /S/William H. Critchfield
       Chief Financial Officer

<page>
                                                                    Exhibit 32.1

                                  CERTIFICATION
       PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED
                                   STATES CODE

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of Title 18, United States Code), the
undersigned officers of Corgenix Medical Corporation, a Nevada corporation (the
"Company"), does hereby certify with respect to the Annual Report of the Company
on Form 10-KSB for the year ended June 30, 2004 as filed with the Securities an
Exchange Commission (the "10-QSB Report") that:

i.              the 10-KSB Report fully complies with the requirements of
                section 13(a) or 15(d) of the Securities Exchange Act of 1934;
                and

ii.             the information contained in the 10-KSB Report fairly presents,
                in all material respects, the financial condition and results of
                operations of the Company.


           Dated:    October 11, 2004

      This Certification is made solely for purposes of 18 U.S.C. Section 1350,
      subject to the knowledge standard contained therein, and not for any other
      purpose.

      A signed original of this written statement required by Section 906 of the
      Sarbanes-Oxley Act has been provided to the Company and will be retained
      by the Company and furnished to the Securities and Exchange Commission or
      its staff upon request. This written statement shall not be deemed to be
      "filed" as part of the quarterly report on Form 10-QSB that it
      accompanies.

/S/Luis R. Lopez
Chief Executive Officer

<page>

                                  CERTIFICATION
       PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED
                                   STATES CODE

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of Title 18, United States Code), the
undersigned officers of Corgenix Medical Corporation, a Nevada corporation (the
"Company"), does hereby certify with respect to the Quarterly Report of the
Company on Form 10-KSB for the year ended June 30, 2004 as filed with the
Securities an Exchange Commission (the "10-QSB Report") that:

iii.            the 10-KSB Report fully complies with the requirements of
                section 13(a) or 15(d) of the Securities Exchange Act of 1934;
                and

iv.             the information contained in the 10-KSB Report fairly presents,
                in all material respects, the financial condition and results of
                operations of the Company.


           Dated:    October 11, 2004

      This Certification is made solely for purposes of 18 U.S.C. Section 1350,
      subject to the knowledge standard contained therein, and not for any other
      purpose.

      A signed original of this written statement required by Section 906 of the
      Sarbanes-Oxley Act has been provided to the Company and will be retained
      by the Company and furnished to the Securities and Exchange Commission or
      its staff upon request. This written statement shall not be deemed to be
      "filed" as part of the quarterly report on Form 10-QSB that it
      accompanies.

/S/William H. Critchfield
Chief Financial Officer

<page>
                                   SIGNATURES


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



                                    CORGENIX MEDICAL CORPORATION



October 11, 2004                                By:   /s/ Luis R. Lopez
                                                      ------------------
                                                      Luis R. Lopez, M.D.
                                                       Chairman and
                                                    Chief Executive Officer