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

                                   FORM  10-KSB

(MARK  ONE)

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

     For  the  fiscal  year  ended  December  31,  2004

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

     For  the  transition  period  from                  to


                        Commission file number: 0-30252

                            GENESIS  BIOVENTURES,  INC.
                 (Name  of  small  business  issuer  in  its  charter)

            New  York                                        98-0163232
  (State  or  other  jurisdiction                             (I.R.S.
of incorporation or organization)                   Employer Identification No.)


        3033  King  George  Highway,  Suite  1A
         Surrey,  British  Columbia,  Canada                     V4P  1B8
      (Address  of  principal  executive  offices)          (Zip  / Postal Code)

                                 (604) 542-0820
                (Issuer's telephone number, including area code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

  Common  Stock,  $.0001  Par  Value            American  Stock  Exchange
        (Title of Class)                  (Name of Exchange on which Registered)

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:  None


<PAGE>

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant'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]

Check  whether  the registrant is an accelerated filer (as defined in Rule 12b-2
of  the  Act).   Yes   [  ]   No  [X]

Issuer's  revenues  for  its  most  recent  fiscal  year  were  NIL.

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates  of  the  Registrant,  as  of  June  9,  2005  was  approximately
$2,586,569  (based  upon  the  closing  price  for shares of the Issuer's Common
Stock as reported by The American Stock Exchange for the last trading date prior
to  that date). Shares of Common Stock held by each officer, director and holder
of  5%  or  more of the outstanding Common Stock have been excluded in that such
persons  may  be deemed to be affiliates. This determination of affiliate status
is  not  necessarily  a  conclusive  determination  for  other  purposes.

                   (APPLICABLE  ONLY  TO  CORPORATE  REGISTRANTS)

As  of  June 9, 2005, 30,660,156 shares of the Issuer's Common Stock, $.0001 par
value,  were  outstanding.

                      DOCUMENTS  INCORPORATED  BY  REFERENCE.

                                     [None.]

Transitional  Small  Business  Disclosure Format (Check  one): YES  [ ]  NO  [X]

=============================================================================

SPECIAL  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS.

Certain  of  the  statements  included  below,  including those regarding future
financial  performance  or  results  that  are  not  historical  facts,  contain
"forward-looking" information as that term is defined in the Securities Exchange
Act of 1934, as amended. The words "expect", "believe", "anticipate", "project",
"estimate"  and  similar  expressions  are  intended to identify forward-looking
statements.  The  Company  cautions  readers  that  any  such statements are not
guarantees  of  future  performance  or  events and that such statements involve
risks,  uncertainties  and  assumptions,  including  but not limited to industry
conditions, general economic conditions, interest rates, competition, ability of
the  Company  to  successfully manage its growth, and other factors discussed or
included  by reference in this Form 10-KSB. Should one or more of these risks or
uncertainties  materialize or should the underlying assumptions prove incorrect,
those  actual results and outcomes may differ materially from those indicated in
the  forward-looking  statements.  Although  we believe that the assumptions and
estimates reflected in such forward-looking statements are reasonable, we cannot
guarantee  that  our  plans,  intentions  or  expectations  will  be  achieved.


                                        2
<PAGE>

                            GENESIS  BIOVENTURES,  INC.

                                   FORM  10-KSB
                                TABLE  OF  CONTENTS
PART  ITEM(S)

I.          1  Description  of  Business

            2  Description  of  Properties

            3  Legal  Proceedings

            4  Submission  of  Matters  to  a  Vote  of  Security  Holders

II.         5  Market  for  Common  Equity  and  Related  Stockholder  Matters

            6  Management's  Discussion  and  Analysis  or  Plan  of  Operation

            7  Financial  Statements

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

            8A  Controls  and  Procedures

III.        9  Directors,  Executive  Officers,  Promoters  and Control Persons;
               Compliance  with  Section  16(a)  of  the  Exchange  Act

           10  Executive  Compensation

           11  Security  Ownership  of  Certain Beneficial Owners and Management

           12  Certain  Relationships  and  Related  Transactions

           13  Exhibits  and  Reports  on  Form  8K

           14  Principal  Accountant  Fees  and  Services


               Signatures

               Financial  Statements

               Exhibits


                                        3
<PAGE>

PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

OVERVIEW

The  Company

Genesis Bioventures, Inc. (AMEX: GBI)("Genesis Bioventures" or the "Company"), a
New  York  corporation,  with  its  administrative  office  in  Surrey,  British
Columbia,  Canada,  and a research and development office in Ann Arbor, Michigan
is  a  biomedical  corporation  focused  on  facilitating  the  development  and
marketing  of novel diagnostics, therapeutics and niche products.  The Company's
immediate  development and acquisition efforts are focused on cancer diagnostic,
therapeutic  and  neurodegenerative  discoveries  within  the  emerging field of
proteomics.  Proteomics  involves  the  identification  of  disease-specific
proteins.

The  Company  was  formed  to  serve  as  a financial development arm, strategic
advisor  in  key aspects of science, product commercialization, a range of other
business  issues  and  to  provide  management  expertise  aimed at transforming
promising  medical  technology  into  successful  commercial  products.  Genesis
Bioventures  has  selected  the  areas  of oncology and neurology as its primary
sectors  of  interest based on the perceived market potential for new treatments
and  diagnostics.

As  of  December 31, 2004, the period then ended and currently, the Company is a
North  American  based  biomedical  company  with  its  primary  focus  on  the
development  and  marketing of its breast cancer risk assessment tool, which has
been  directly licensed from the University of Michigan.  The Company is also an
investor  in  a  portfolio  company,  which  is  involved  in  neurodegenerative
diagnostics.

Biomedical  Diagnostics,  LLC  ("Biomedical  Diagnostics"),  a  wholly  owned
subsidiary  of  Genesis  Bioventures based in Ann Arbor, Michigan, is developing
proprietary cancer screening products. The initial product development effort is
the commercialization of the Mammastatin Serum Assay ("MSA") as a risk screening
diagnostic  for  breast  cancer.

Recent  Events

In  March  2004,  the Company sold $2,315,000 of certain securities (the "Bridge
Securities")  to  a  group  of  76  accredited  investors in a private placement
through  a  placement  agent,  Sterling Financial Investment Group, Inc., Miami,
Florida  ("Sterling").  The  Company  realized  net  proceeds  of  $1,961,335 in
connection with the Private Placement.  The securities sold were (i) Convertible
Notes  carrying  interest  at  the rate of 10% per  annum  due in 13 months, and
(ii)  Five  Year  Warrants to purchase additional Shares of the Company's Common
Stock. The original conversion price of the Notes was $0.69 per  share, or a 20%
discount  to  the  20  day Volume Weighted Average Price ending on  the  trading
day  prior  to  election  of  conversion by the Note Holder. The exercise  price
of  the  Warrants  was  $0.83  per  share.

The  Company  was  obligated  to  cause  the  Registration  Statement  to  be
declared  effective  as  promptly  as practicable, and, in any event,  no  later
than  April  30,  2004.  The  registration  statement was not effective by April
30,  2004.  As  a  result,  a  warrant  exercise  price  reset  occurred.  As at
December  31,  2004  the warrant price  was  $0.67  per  share,  reflecting  the
maximum  20%  price  reset  under  the  agreement.

On  March  9,  2005,  the  Company requested the noteholders to convert or defer
their notes for one year as a condition to a pending financing whereby a minimum
of  80%  of  the  notes were required to be converted or deferred.  On April 19,
2005,  an  additional  proposal  was  sent to the noteholders offering a reduced
conversion and warrant price as well as a 25% return of the original investment.
These  exercise  prices  are  subject  to  adjustment  in connection with shares
and  warrants  issued  during  a  senior  financing,  as well as in the event of
stock  splits,  stock  dividends  or  similar  events.  As  of June 9, 2005 over
83%  of  the  notes  have  been  converted  or  deferred.

If  all of the Notes are converted,  the  Company  will  be  required  to  issue
a  maximum  of  11,575,000  additional  shares.  If  all  of  the  Warrants  are
exercised,  the  Company  will  be  required  to  issue  an additional 1,157,500
shares.  The  additional  shares,  as  at  June  9, 2005, in the aggregate could
amount  to  a  maximum  of  41.53%  of  the  currently outstanding Shares of the
Company.

In  2003,  the  University  of  Michigan  granted  the  Company direct exclusive
worldwide  licensing  rights  for  diagnostic  uses  of the MSA technology.  The
license  agreement  secures  the  independent  technology  rights  for  Genesis
Bioventures  and  allows  it  to  exploit the diagnostic uses of the mammastatin
technology  without restriction or interference from third parties.  Previously,
an  affiliated  company,  Biotherapies,  Inc.,  held  the  rights  to  the  MSA
technology and sub-licensed the technology to Genesis Bioventures (see "Business
Overview").

On  August 5, 2003 (as amended October 21, 2003), the Company signed a letter of
intent  ("LOI")  to  merge  with  Corgenix(OTC:  "CONX") (the prospective merger
between Genesis Bioventures and Corgenix is herein after referred as the "Merger
Transaction"),  a  Westminster,  Colorado  based  company  specializing  in  the
development, manufacturing, and worldwide marketing and distribution of products
for  the  medical  diagnostic  industry.  On  March  12,  2004,  the Company and
Corgenix  signed  a  Definitive  Agreement  to effectuate the Merger.  Under the
terms  of  the  Merger  Agreement,  Genesis Bioventures was required to, and did
advance  to  Corgenix $500,000, from the Bridge Financing, for on-going business
operations  of  Corgenix  as  well  as  Merger Transaction related expenses. The
merger  did  not  occur.  On January 14, 2005, Corgenix exercised its unilateral
right  to  terminate  the  Merger  Agreement.


                                        4
<PAGE>

As  a result of the termination of the Merger Agreement, the advance to Corgenix
in  the  amount  of  $500,000 was  converted to a fixed two-year term note as of
January 14, 2005,  bearing interest at 5.25%.  The note, according to its terms,
was  repayable  in  four  (4)  semiannual  installments.

Due  to  expenses  incurred  by Corgenix on behalf of GBI in connection with the
proposed  merger,  the  amount  of  the  note  was  reduced  by  $95,000 and was
subsequently bought by Ram Capital of New York for the amount of $200,000 on May
24,  2005.

1.   HISTORY  OF  GENESIS  BIOVENTURES,  INC.

The  Company  was originally incorporated in the State of New York, in 1994, and
changed  its  business focus to biomedical research in 1998.  From February 1999
to  December  2000, the Company's shares traded on the Over the Counter Bulletin
Board  ("OTCBB").  On  December  19,  2000,  the  Company  began  trading on the
American  Stock  Exchange  (AMEX),  under the symbol GBI.  In March of 2000, the
Company's  common  stock began trading on the Frankfurt Stock Exchange under the
symbol  BBL  and  in March of 2001, was accepted for trading on the Berlin Stock
Exchange  under  the  same  symbol.  Its  initial  product development effort is
commercializing  the  MSA  as  a  risk-screening tool for breast cancer. The MSA
test  is  currently  available  on  a  limited  scale  through  Biomedical
Diagnostics.

2.   UNIVERSITY  OF  MICHIGAN  LICENSE

On  May  14,  2003 the Company signed a License Agreement with the University of
Michigan  for  the  exclusive  rights  to the mammastatin technology. As amended
October  27,  2003,  the  terms  of the Agreement required license issue fees of
$155,000  due on or before February 29, 2004. The full amount was paid, although
a  portion of it was paid in arrears. The University extended terms for payment,
did  not  declare  any  default by the Company and accepted late payment without
objection.  In  addition  the  Company  was  required  to  have  met  certain
commercialization,  research  and development requirements within five months of
signing  the  Agreement. The University of Michigan has been notified that these
requirements  have been met. Other requirements include royalty fees of 3% to 5%
of  Net  Sales  revenues  generated  and  20% of sublicense or royalty revenues,
annual license maintenance fees of $25,000 to $100,000 and milestone payments on
meeting  certain  significant  development  targets.  Any  future failure of the
Company  to  meet  any payment within the deadlines due, including any extension
provided,  would  allow  the  University of Michigan to terminate the Agreement.

3.   BIOTECHNOLOGY  PORTFOLIO  COMPANIES

The  Company,  through  its  wholly-owned  subsidiary Biomedical Diagnostics has
established  itself  as  an  operating  entity  directly  involved  in  the
development  and  commercialization  of  the  MSA.  The  Company  also  has  an
equity  interest  in  Prion  Developmental  Laboratories,  Inc.("PDL") a private
company  specializing  in  the  development  of rapid and inexpensive diagnostic
tests  to  detect  Transmissible  Spongiform  Encephalopathies  such as  Mad Cow
Disease  and  Chronic  Wasting  Disease.  PDL  received United States Department
of  Agriculture  approval  for  its Chronic Wasting Disease strip test for white
tail  deer  in  2004.

4.   PRODUCT  DEVELOPMENT  PROGRAM

According  to the American Cancer Society, women in the United States have a one
in  eight chance of being diagnosed with breast cancer at some  point  in  their
lifetime,  regardless  of  family  history or other known risk factors.    Early
detection  is  a  very  important  factor  affecting  long-term  survival.

At  present,  breast  cancer  is  detected primarily through mammography, breast
self-examination  or  ultrasound.  These  techniques  are  not  always effective
against  all  types  of  breast  cancer and can only detect the disease once the
tumor  has  started  to  develop.  There are also a number of serum "biomarkers"
that  have  been  studied as potential diagnostic and prognostic indicators.  To
date,  none  of  these  markers  have  proven  superior to mammography or breast
self-examination  nor  do  they  indicate  the  risk  of  breast cancer prior to
development  of  a  tumor.

Based on only testing all women over age 40, there are over 50,000,000 women per
year in the United States alone who could potentially benefit from having an MSA
test  done  as  part  of  their  annual  medical  check-up.

Mammastatin  is a protein that has been found to be present in the breast tissue
of  healthy  women.  Research  has shown that mammastatin can be detected in the
blood  of  over  85%  of healthy women and is absent in the blood of over 90% of
breast  cancer  patients.  That  research  also  shows that the concentration of
mammastatin drops significantly both in women with breast cancer and in women at
risk  for  breast cancer. Biomedical Diagnostics has developed the MSA test as a
simple  blood serum diagnostic that could measure the quantity of mammastatin in
blood  serum. The results from this test could be used to assess women's risk of
developing  breast  cancer.

The  MSA is a blood test that measures mammastatin levels in serum samples using
monoclonal  antibody  technology.  Data from a clinical study which used the MSA
test  to  measure mammastatin levels in blood samples have been analyzed and the
results  indicate  that  there  is a statistically significant difference in the
mammastatin  levels  between healthy women and breast cancer patients.  To date,
there  has  not  been  a blood test that is capable of assessing risk for breast
cancer  prior  to  development  of this disease, although there are some protein
"markers"  that  are used to monitor treatment or to indicate that a tumor might
already  be present.  The potential of the MSA test is to provide a simple blood
test  that  could  provide  an  earlier  indication of the risk of breast cancer
developing  so  that  appropriate  monitoring  or  preventive  therapy  can  be
implemented.  The  current version of the MSA test is a Dot Blot format that has
been  developed  for  use  in  reference labs and major medical testing clinics.
Product  development  is  currently underway to develop monoclonal antibodies to
the  mammastatin  protein  for use in a second generation delivery system (ELISA
format) for use in most laboratories worldwide.  The Company is also considering
development  of  an  MSA  test  in a rapid immunoassay format of the test.  This
third  version  of  the test would be suitable for use in point-of-care clinics,
medical  clinics  and  potentially  in  physicians'  offices.


                                        5
<PAGE>

Biomedical  Diagnostics  has  completed  two sample  studies  to  determine  the
usefulness  of  the  MSA  technology:

     Short-term  Level  1  study  with  255  samples  was completed in the third
     quarter  of  2000.  Statistical  analysis  and  reporting by STATPROBE,Inc.
     (www.statprobe.com)
      -----------------

     Short-term  Level  2  study  with  309  samples  was completed in the first
     quarter  of  2001.  Sample  collection  was geographically dispersed in the
     United  States.  Statistical  analysis  and  reporting  by  STATPROBE, Inc.

     Statistical  analysis  by  STATPROBE,  Inc.  indicated  that  the  test
     demonstrated  a  favorable  profile  of sensitivity and positive predictive
     value  for  the  MSA  test. For women aged less than 40 years, those with a
     positive  family  history of breast cancer appear to have lower mean levels
     of  mammastatin  as  compared  to  women  without  a family history of this
     disease.  On  this  basis,  the  MSA test could prove valuable in screening
     younger  women  for  increased  risk  of  developing  breast  cancer.

An  independent  study at M  D  Anderson in Texas with 200 samples began in June
2001.  This  study  was not completed due to lack of funding and it is no longer
required  due  to  the  pending  change  in  testing  methodology.

A  long-term  study  targeting 10,000 to 20,000 women over a five year period at
the  British  Columbia  Cancer  Agency  has  been  approved  and  is  planned to
commence  subsequent  to  an  ELISA  test  being  developed.


Biomedical  Diagnostics  operates  under  a  Certificate of Compliance under the
Clinical  Laboratory Improvement Amendments (CLIA) Act, as  administered  by the
U.S. Health  Care  Financing  Administration.  Biomedical Diagnostics Laboratory
Services  provides  sample  testing  and  analysis  services  under  CLIA
guidelines  to  physicians  and  reference  laboratories  in  support of the MSA
technology.  CLIA compliance ensures laboratories are providing testing services
that  follow  standard  industry  guidelines.

Biomedical  Diagnostics  is,  and  will  continue  to  be, subject to continuing
regulation  by  the  FDA  and  certain  state  agencies,  including  routine
inspection  by  the  FDA  and  a  host of regulatory requirements that generally
apply  to  medical  services  marketed  in  the United States. Such requirements
include  labeling  regulations,  quality  system  regulations,  the  Medical
Device  Reporting  regulation  and  the  FDA's  prohibitions  against  promoting
products  for  unapproved  or  "off-label"  uses.  Failure  to  comply  with
regulatory  requirements  could  result  in  enforcement  action  by  the  FDA,
which  also  could  have  a  material  adverse  effect  on  the  business,
financial  condition  and  results  of  operations  of  the  Company.

Biomedical  Diagnostics  has  an  agreement  with ARUP Laboratories of Salt Lake
City,  Utah  to  market  and  service the MSA technology. The University of Utah
wholly  owns  ARUP Laboratories. The agreement gives ARUP Laboratories rights to
market  and  service  the  MSA  test to clients worldwide. To December 31, 2004,
only  a  nominal  amount  has  been  sold.   See  further  description  of
Biomedical  Diagnostics  below.

5.   PRION  DEVELOPMENTAL  LABORATORIES,  INC.

The Company holds approximately one-third equity interest in Prion Developmental
Laboratories,  Inc.  (PDL),  which  is  a  private  company  specializing in the
development  of  rapid  and inexpensive diagnostic tests to detect Transmissible
Spongiform  Encephalopathies  such  as  Mad  Cow  Disease  and  Chronic  Wasting
Disease.  Founded  in  1999,  PDL is a privately held  company  incorporated  in
Delaware,  with  head offices and a manufacturing facility  located  in  Buffalo
Grove,  Illinois.  Pursuant  to  an  Investment  Agreement  dated  September
2000  with  PDL,  the  Company  invested  a  total of $2.0 million in PDL, which
provided  GBI  with a 25% equity ownership in this company.  On August 22, 2001,
GBI  exercised  a  right  of  first  refusal  to invest additional funds in PDL,
through  a  warrant  to purchase an additional one million  shares of PDL common
stock for US $400,000, bringing GBI's  equity interest  in  PDL  to  33%.  GBI's
percentage  ownership  interest  in  PDL  may  fluctuate  as  additional
financing  transactions  are  undertaken  by  PDL.

On  June  1,  2005, GBI announced that it had signed a definitive agreement with
Efoora Inc. ("Efoora"), PDL's parent company, and PDL to acquire all of Efoora's
shares  owned  or pledged in PDL for $0.50 per share.  The acquisition will take
place  in  installments  based  on  milestones  met  by  PDL.

See  further  description  of  Prion  Developmental  Laboratories  below.

6.   COMPETITION

To  date, the Company is not aware of any other blood tests available capable of
assessing risk for breast cancer prior to development of the disease. Protein or
tumor  "markers"  indicate  that  cancer  is  already  present.  The mammastatin
technology is potentially the only test with the ability to provide much earlier
awareness  of  the  risk  of  breast  cancer  so  that appropriate monitoring or
preventive  therapy can be implemented. If the MSA is useable for the diagnostic
purposes  intended, the Company is not aware of any other technology which could
be  used  in  competition to MSA testing for such early awareness of the risk of
breast  cancer.

The  Company  is also not aware of any other technology that is able to directly
compete  with  the  PDL  rapid  strip test to detect prion diseases in a simple,
time-efficient  manner.  The  current  competition  for  the strip test involves
sophisticated  laboratory  equipment, specialized technicians and takes hours or
days  to  complete.


                                        6
<PAGE>


Competition  in  the  area of biomedical research and development is intense and
significantly  depends  on  scientific  and technological factors. These factors
include  the  availability  of  patent  and  other protection for technology and
products,  the  ability  to  commercialize  technological  developments  and the
ability  to  obtain  governmental  approval  for  testing,  manufacturing  and
marketing.  The  Company  competes with other specialized biotechnology firms in
the  United  States,  Europe  and  elsewhere.  Many biotechnology companies have
focused  their  development  efforts  in  the human diagnostics and therapeutics
area,  including cancer. Many major pharmaceutical companies have also developed
or  acquired internal biotechnology capabilities or made commercial arrangements
with  other  biopharmaceutical  companies.  These companies, as well as academic
institutions,  governmental  agencies  and  private research organizations, also
compete with the Company in recruiting and retaining highly qualified scientific
personnel  and  consultants.

The  competition  within  the  biotechnology sector itself is increasing, so the
Company,  Biomedical  Diagnostics and PDL will continue to encounter competition
from existing biotech firms that offer competitive solutions in the same disease
area.  These  competitive  biotech  companies  could  develop  products that are
superior  to,  or  have  greater  market  acceptance,  than  the  products being
developed  by  the  portfolio  companies.  The Company's investee companies will
have  to compete against other biotech companies with greater market recognition
and  greater  financial,  marketing  and  other  resources.

7.   INTELLECTUAL  PROPERTY

The  Company filed United States and Canadian trademark applications for the use
of  the  name  Genesis  Bioventures.  The  applications  were  abandoned as they
were  deemed  to  be  unnecessary  at  this  time  and  future  product specific
trademarks will be sought as necessary. The Company does not own any patents and
operates  as  a  licensee  of  the  University  of  Michigan.

8.   GOVERNMENT  REGULATION  -  BIOTECHNOLOGY  PRODUCT  DEVELOPMENT

Genesis Bioventures, Biomedical Diagnostics and PDL are developing biotechnology
products  for  use  in  diagnosing  or treating human or animal diseases. As the
investments  to  date  are  in  biotech  companies  in  the United States, these
companies  are  affected by governmental regulations from the United States Food
and  Drug  Administration  (FDA) for products intended to be used for humans and
from  the  United  States  Department of Agriculture (USDA) for plant and animal
products.

The  FDA  regulates  the  clinical  development  and  marketing  approval of all
biotechnology  medical  products intended for human use, as well as certain food
plants.  The laws and regulations of the FDA place the burden of proof of safety
and  efficacy on the manufacture of the product. This agency possesses extensive
experience  with its regulatory mechanisms and applies them to all biotechnology
products,  with  differing statutes for various categories of products. The USDA
is  responsible  for  regulating  food  safety  related to meat, poultry and egg
products,  as  well  as  preventing the introduction or transmission of plant or
animal  pests,  and  approval  of animal biotechnology products. Other countries
have  comparable  regulatory agencies to the FDA and USDA, although the specific
regulations  may  differ  substantially.

The  growth in the biotechnology industry over the last several decades has been
accompanied  by  growth  in  the  extent  and complexity of the FDA statutes and
regulations,  and  of the intensity of the FDA's regulations of the development,
manufacturing,  distribution,  marketing,  promotion,  advertising  and  use  of
regulated  products.  In the last decade, the FDA legal and regulatory obstacles
to  product  commercialization  and  the  penalties  of non-compliance have been
pivotal  factors  in  the success or failure of biotechnology companies. This is
particularly  true  for small, emerging companies developing biopharmaceuticals,
other  biotechnology  products  and  medical  diagnostics.

9.  HUMAN  RESOURCES/EMPLOYEES

The  Company  currently  has  9  employees,  five  are employed in the Company's
finance and administration  headquarters in Surrey, Canada and four are employed
in  the  Company's  research  facilities  in  Ann  Arbor,  Michigan.

The Company's research employees have combined backgrounds in molecular biology,
biochemistry,  hybridoma  production, cancer biology research, quality assurance
and  regulatory  affairs.

BIOMEDICAL  DIAGNOSTICS,  LLC

Founded  in 1998, Biomedical Diagnostics was initially a joint venture formed by
Genesis  Bioventures  and  Biotherapies  Inc. ("Biotherapies"), a privately held
biotechnology  company,  for  the  purpose  of  developing  proprietary  cancer
screening  products.

Pursuant  to  a  purchase  agreement  dated  November  30,  2001 between Genesis
Bioventures  and  Biotherapies, Genesis Bioventures acquired Biotherapies' 50.0%
interest in Biomedical Diagnostics.  The Company paid Biotherapies $2,340,000 in
cash,  including  prepaid  royalties  and advances totaling $290,000, and issued
2,524,030  shares of its common stock with a then fair value of $4,719,936.  The
acquisition of Biotherapies equity stake made Genesis Bioventures the sole owner
of  Biomedical  Diagnostics.

On January 8, 2003 the University of Michigan notified Biotherapies that the MSA
license  agreement  had been terminated due to a breach of that agreement.  With
the  termination of the sub-license agreement, Genesis Bioventures no longer had
royalty  commitments to Biotherapies and was free to negotiate directly with the
University  of Michigan to acquire a license to the MSA technology.   On May 14,
2003  the University of Michigan granted exclusive worldwide licensing rights to
the  Company  for  the  diagnostic  uses  of  the  MSA  technology.


                                        7
<PAGE>

The  license  agreement  secures  the  independent technology rights for Genesis
Bioventures.  Biomedical  Diagnostics  previously  established leadership in the
use  of  biological  measures  by developing the only blood serum test currently
available  as  a  breast health and cancer risk assessment tool.  This means the
MSA  technology  may be used to identify a woman's propensity for developing the
disease,  as  compared  to tumor marker tests that determine if breast cancer is
actually  present.

MSA  Technology

Mammastatin  is a protein that has been found to be present in relatively higher
levels  in  the  breast  tissue of healthy women as compared to those women that
eventually  have  developed  breast  cancer.  A  short-term  Level  1  study was
completed  in  the  third  quarter  of  2000,  and  a short-term Level II study,
geographically  dispersed within the U.S., was completed in the first quarter of
2001.  The  studies  were  coordinated  by  Genesis  Bioventures and statistical
analysis  and  reporting  of  results  were  conducted  by  STATPROBE,  Inc.
("STATPROBE"),  a contract research organization.  The time period and number of
samples  of  these  studies  is  set  forth  below.

<TABLE>
<CAPTION>
<S>            <C>
----------     ----------------------------------
Level  1       August,  1999  -  November,  1999;
(Complete)     255  samples
----------     ----------------------------------
Level  2       January,  2000  -  January,  2001;
(Complete)     309  samples  -  multiple  sources
----------     ----------------------------------
</TABLE>

Statistical  performance  of the MSA technology based on STATPROBE's Level 1 and
Level  2  reports  is  summarized  below:

<TABLE>
<CAPTION>
                       Level 1       Level 2
Performance Measure  Study Value   Study Value                Description
-------------------  ------------  ------------  -------------------------------------
<S>                  <C>           <C>           <C>
Sensitivity                   77%           62%  The percentage of women with breast
                                                 cancer that test low in Mammastatin
-------------------                ------------  -------------------------------------
Specificity                   85%           87%  The percentage of women without
                                                 breast cancer that test high in
                                                 Mammastatin
-------------------                ------------  -------------------------------------
Positive Predictive           33%           17%  The percentage of all women (with or
Value                                            without breast cancer) that test low
                                                 in Mammastatin and have breast cancer
-------------------                ------------  -------------------------------------
Negative Predictive           97%           98%  The percentage of all women (with or
Value                                            without breast cancer) that test high
                                                 in Mammastatin and do not have breast
                                                 cancer
-------------------                ------------  -------------------------------------
Overall Test                  84%           86%  The percentage of all women (with or
Accuracy                                         without breast cancer) that test low
                                                 in Mammastatin and have breast cancer
                                                 and that test high in Mammastatin and
                                                 do not have breast cancer.
-------------------                ------------  -------------------------------------
</TABLE>

The  Level 1 and Level 2 studies also show that the concentration of Mammastatin
drops  significantly  both  in women with breast cancer and in women at risk for
breast  cancer.  Biomedical  Diagnostics  has developed the MSA test as a simple
blood  serum  diagnostic that could measure the quantity of Mammastatin in blood
serum.  The  results  from  this  test  could  be used to assess women's risk of
developing  breast  cancer.

The  protein has also been shown to control or inhibit breast cancer cell growth
and appears to be completely non-toxic.  Independent clinical research conducted
on  mammastatin  through in-vivo compassionate treatment on 29 women in Stage IV
refractory  breast cancer shows over 50% positive response and over 70% response
with  only bone metastasis   The same independent clinical research demonstrates
the  ability  to  establish  risk  screening  and  therapeutics  to  treat other
epithelial  tissues  such  as  ovarian,  prostate,  colon,  lung,  melanoma  and
pancreatic cancer, as documented in Breast Cancer Res. 2000-2:E009.  The Company
is  not  currently  licensed  for  the  therapeutic  uses  for  mammastatin.

Biomedical  Diagnostics  has  a  Certificate  of  Compliance  under the Clinical
Laboratory  Improvement  Amendments  Act, as administered by the U.S. Healthcare
Financing Administration.  Deployment of the Mammastatin technology subsequently
began  in  2001  with the announcement of the commercial availability of the MSA
technology  through  custom laboratory services under CLIA certification.  After
the  Merger  Transaction, and once an ELISA format is developed for the MSA, the
combined  entity plans to continue commercial availability of the MSA technology
through  CLIA  laboratories  pending  FDA  approval.


                                        8
<PAGE>

The  Company has lacked adequate funding and other resources to proceed with the
completion  of research and commercialization efforts for the MSA technology and
has  with  limited  staff been focusing its efforts on further characterizing of
the  mammastatin  protein,  engineering  high  optimized  monoclonal antibodies,
augmenting  the  manufacturing  and service capacities to handle projected sales
volumes,  ensuring  that  all  marketing  content  meets  regulatory  standards.

PRION  DEVELOPMENT  LABORATORIES,  INC.

Genesis  Bioventures  holds  a  33%  equity  interest  in  Prion  Developmental
Laboratories  Inc.,  a  privately held biotechnology company specializing in the
development  of  rapid  and  inexpensive  diagnostics  to  detect  Transmissible
Spongiform  Encephalopathies  such  as  Mad  Cow  Disease  in cattle and Chronic
Wasting  Disease  in  deer  and  elk.  Founded  in 1999, PDL is a privately held
company incorporated in Delaware, with head offices and a manufacturing facility
located  in  Buffalo Grove, Illinois.  Pursuant to an Investment Agreement dated
September  8, 2000 with PDL, the Company invested a total of $2.0 million in PDL
which  provided Genesis Bioventures with a 25% equity ownership in this company.
On  August  22,  2001, Genesis Bioventures exercised a right of first refusal to
invest  additional funds in PDL, through a warrant to purchase an additional one
million shares of PDL common stock for $400,000, increasing Genesis Bioventures'
equity  interest  in  PDL  to  33%.

Further  to  a  Letter  of  Understanding  signed in January 2005 to acquire the
remaining  holdings of PDL and make it a wholly-owned subsidiary, GBI filed Form
8-K  on  June  1, 2005, reporting that it had signed a definitive agreement with
Efoora  and  PDL  to  acquire all of Efoora's shares owned or pledged in PDL for
$0.50  per  share. The acquisition will give GBI controlling interest of PDL and
will  take  place in installments until December 2005 based on milestones met by
PDL.

GBI  has  made the first installment payment of $200,000 increasing its position
in  PDL  by  400,000  shares.  This  first  installment was achieved through the
support  of an existing shareholder of the Company who made a further investment
in  GBI  with  the  stipulation  that the funds be used to further the Company's
position  in  PDL.  This  installment  provides  for  the exclusive distribution
rights  to  market  PDL  products  in  Canada, regardless of meeting other terms
concerning  the  Agreement.

Prion  diseases  are  a  family  of  fatal  neurodegenerative diseases that have
become  a  major  health  concern  since  the  outbreak  of  Bovine  Spongiform
Encephalopathy  ("BSE")  or "Mad Cow" Disease. BSE is believed to be transmitted
among  cattle  through  feed  that  contains  protein  rendered  from  infected
cattle  and  it is thought  to  be  transmitted to humans through eating beef or
beef  products  from  infected  cattle.  In  humans,  the  prion  infection
results  in  a  neurological  disorder  known  as  new variant Creutzfeldt-Jakob
Disease (nvCJD).  Both Mad Cow Disease  and  nvCJD  are fatal diseases, with the
brain  becoming  spongy  and  filled  with  holes.

Prion diseases are difficult to diagnose and the only diagnostic tests currently
available for BSE that the Company is aware of are based on  procedures that are
relatively  slow  and  expensive.  As  a result, tests in North America are only
being  conducted  on  cattle  suspected  of being infected or on a random sample
basis.

The scientists at PDL have developed an easy-to-use, patents pending rapid strip
test  for  detecting  BSE  that produces accurate, easily  interpreted  results.
The  test  is  similar  to a home pregnancy test and would be used on-site using
brain  tissue  taking  less  than  an hour to complete from sample collection to
results.  There  is  an  urgent need for a more rapid and  sensitive  diagnostic
test  that  would  be  feasible  to use on every animal at the slaughterhouse to
ensure  that  no  BSE  infected cattle enter the food chain at any  level.  This
prion  test  is  designed  to  detect  BSE  before the overt symptoms appear  in
cattle,  with the objective of ensuring that infected meat or cattle by-products
are  removed  from  the  market.

The  two  international  markets  for  PDL prion diagnostic tests are the cattle
industry  and ultimately the human blood products industry.  Mad Cow Disease has
become  a  major concern in  North America after the discovery of three infected
cows  in  Canada  and one in the United  States.  The  impact  of these findings
has  cost  the  North American  cattle  industry over 10 billion dollars since a
ban  was  imposed  by  dozens  of  countries  on  the  importation  of  North
American  beef.

The  strip  test, utilizing PDL's patents pending proprietary reagents and assay
technology  has  been  proven  to  be  simple yet accurate and inexpensive.  The
vitality  of  the  beef  industry worldwide depends on the development of such a
test.  The  ultimate  size  of the world market for a post-mortem test is nearly
120  million  head  of  cattle  per  year.

In  the human blood and tissue products market, the fear of prion infection from
whole  blood  or purified blood products has led to withdrawal of purified blood
components  by  major pharmaceutical companies.  In addition, tissue transplants
such  as corneal grafts have been proven to transmit prion diseases.  Currently,
there  is  no  simple test available to check human blood or tissues before they
are  used  to treat another person. There is an urgent need for a more rapid and
sensitive  diagnostic  that could detect the presence of infectious prions at an
earlier  stage  of  the  disease  and provide accurate results without requiring
post-mortem  brain  samples.

PDL  has  received  United  States Department of Agriculture  approval  for  its
Chronic  Wasting Disease (CWD) strip test. CWD is similar to Mad Cow Disease but
affects  deer  and  elk.  The risk of transmission to humans  and agriculturally
important  livestock  animals  such as cattle is unknown at  this  time  but  is
cause  for  serious  concern.  The  simple,  inexpensive  test  would  be
practical  for  use  at  field testing stations  as  well  as  in  laboratories.


                                        9
<PAGE>

PDL  scientists  have  been  working  with researchers at the Central Veterinary
Laboratory,  Weybridge  in  the  UK  to  present  the  PDL  BSE  strip  test for
examination.  "Weybridge"  as it is known worldwide, first opened in 1917 and is
well  respected  for  its  veterinary  research.  The  laboratory  has conducted
extensive  research  on BSE and instituted a program to specifically investigate
the clinical signs, diagnostic methods, pathology, pathogenesis and epidemiology
of  BSE  and  the transmission characteristics of the BSE agent in farm animals.
Further field testing of the PDL test is expected to be conducted throughout the
year.

There  can  be  no  assurance  that  the  PDL  products  and  tests will satisfy
regulatory  requirements, or be commercially viable.  Genesis Bioventures has no
effective  control  over  PDL.

RISK  FACTORS

RELATING  TO  THE  BUSINESS  OF  GENESIS  BIOVENTURES

LACK  OF  ADEQUATE  CAPITAL

Although  the  Company  completed  a  $2.3  Million  Private Placement of Bridge
Securities  in  March  2004,  the  Company  will  need  additional  funding  for
operations.

To  the  extent  that  additional  financing is obtained through the issuance of
additional equity securities, any such issuance may involve substantial dilution
to  the  Company's then-existing stockholders.  Additionally, to the extent that
the Company incurs indebtedness or issues debt securities, it will be subject to
all  of  the  risks associated with incurring additional indebtedness, including
the risks that interest rates may fluctuate and cash flow may be insufficient to
pay  principal  and  interest on any such indebtedness.  Any inability to obtain
additional  financing  when  needed  will  have a material adverse effect on the
Company  that  could  require  it to significantly curtail or possibly cease its
operations.

PRIOR  LOSSES  FROM  OPERATIONS

The  Company  has  operated  since  its  inception as a research and development
entity  and  has  accordingly  incurred losses from operations. For the last two
fiscal  years ended December 31, 2004 and 2003, the Company sustained net losses
of  $5,017,908  and  $4,542,786, respectively.  At December 31, 2004 there was a
working  capital deficit of $4,769,003.  Capital requirements have been and will
continue  to  be  significant, and the Company's cash requirements have exceeded
cash  flow  from  operations  since inception. Genesis Bioventures is in need of
additional capital to continue to operate. The Company has been dependent on the
proceeds  of  private  placements  of  securities  to  satisfy  working  capital
requirements.  The Company continues to be dependent upon the proceeds of future
offerings  or  public  offerings  to  fund  development  of products, short-term
working  capital requirements, marketing activities and to continue implementing
the  current  business  strategy.  There  can  be  no  assurance  that  Genesis
Bioventures  will  be  able  to  raise  the  necessary  capital  to  continue
operations.

The  Auditors'  Report on the December 31, 2004 financial statements includes an
additional explanatory paragraph that states that there exists substantial doubt
about  the  Company's  ability  to  continue  as a going concern.  The financial
statements  do  not  include  any  adjustments  as a result of this uncertainty.

GOING  CONCERN  QUALIFICATION

The  Auditors'  Report  in  respect  of  the Company's December 31, 2004 audited
financial statements contains a qualification relating to the Company's capacity
to  continue  to  operate  without  additional  funding.

The  going  concern  qualification  may  adversely  impact on the ability of the
Company  to  raise  the  capital  necessary  for consummation of the merger with
Corgenix  or  the  continuation  of  other  operations.

DEPENDENCE  ON  LIMITED  NUMBERS  OF  PRODUCTS/FDA  APPROVAL

The Company's size makes it unlikely that it will be able to commit its funds to
other  business  opportunities,  until and unless it has first succeeded in some
way  with the MSA  test,  to which there is no assurance.  There is no assurance
that clinical  trials for FDA approval will be held or that the MSA test will be
approved  or  ever  sold  in  commercial  quantities.

The Company's research and development activities, the manufacture and marketing
of  its  intended  products  are  subject  to  extensive  regulation for safety,
efficacy and quality by numerous government authorities in the United States and
abroad.  Before  receiving  FDA  clearance  to market its proposed products, the
Company will have to demonstrate that its products are safe and effective on the
patient  population  and  effective  for  the  intended  uses.

Clinical trials, manufacturing and marketing of medical related testing products
are  subject  to  the  rigorous  testing  and  approval  process  of the FDA and
equivalent  foreign  regulatory  authorities.  Clinical  trials  and  regulatory
approval  can  take  a  number  of years or longer to accomplish and require the
expenditure  of  substantial  financial,  managerial  and  other  resources. The
time-frame  necessary  to achieve these developmental milestones may be long and
uncertain,  and the Company may not successfully complete these milestones.  FDA
clearance  is  also  often  required  to  conduct  clinical  trials.


                                       10
<PAGE>

CLINICAL  TRIALS

The  Company's  clinical  trials may not demonstrate sufficient levels of safety
and  efficacy  necessary  to  obtain  the  requisite  regulatory  approvals  for
regulatory approvals for its products, and thus its proposed products may not be
approved  for  marketing.  The  failure to adequately demonstrate the safety and
effectiveness  of  an  intended product under development could delay or prevent
regulatory clearance of the potential drug or diagnostic, resulting in delays to
commercialization,  and  could  materially  harm  the  Company's  business.

NEW  PRODUCTS  AND  PRODUCT  LIABILITY  RISKS

The  Company  is  involved  in  the  development  of  new medical products which
incorporate  or  rely  upon  new  procedures.  Products  which  rely  upon  new
procedures  pose  greater  product  liability  risks than previously established
standardized  products.  Such  risks  are  a  retardation  to securing approvals
as  to  the  use  of  such  products  from  physicians,  hospitals,  medical
institutions,  and  others whose approval is required  for  sales  and  revenues
to  be  achieved.

The  Company  may  not  have  insurance coverage or be able to obtain sufficient
amounts  of  insurance  coverage,  obtain  additional  insurance when needed, or
obtain  insurance  at  a  reasonable cost.  The lack of adequate insurance could
prevent  or  inhibit  the  commercialization  of  the  Company's  products  or
technologies.  If  the  Company is sued for any injury caused by its products or
technology, it may not have insurance coverage sufficient in an amount and scope
against  potential  liabilities or the claims may be excluded from coverage, and
its  liability  could  exceed its total assets.  Any claims against the Company,
regardless  of  their  merit  or  eventual outcome could have a material adverse
effect  upon  its  business.

COMPETITION

To  date, the Company is not aware of any other blood tests available capable of
assessing risk for breast  cancer  prior to development of the disease.  Protein
or  tumor  "markers"  indicate  that  cancer  is  already  present.  The
mammastatin  technology  is  potentially  the  only  test  with  the  ability to
provide  much  earlier  awareness  of  the  risk  of  breast  cancer  so  that
appropriate  monitoring or preventive therapy can be implemented.  If the MSA is
useable  for  the diagnostic purposes intended, the  Company  is  not  aware  of
any  other  technology  which  could  be  used  in competition  to  MSA  testing
for  such  early  awareness  of  the  risk  of  breast  cancer.

Competition  in the biotechnology industry is intense and based significantly on
scientific  and technological factors. These factors include the availability of
patent  and  other  protection  for  technology  and  products,  the  ability to
commercialize  technological developments and the ability to obtain governmental
approval  for  testing,  manufacturing  and marketing. The Company competes with
other  specialized  biotechnology  firms  in  the  United States, and elsewhere.
Biotechnology  firms  are  not  limited  geographically.  Many  biotechnology
companies  have  focused  their development efforts in the human diagnostics and
therapeutics  area,  including  cancer. Many major pharmaceutical companies have
developed  or  acquired  internal  biotechnology capabilities or made commercial
arrangements with other biopharmaceutical companies. These companies, as well as
academic institutions, governmental agencies and private research organizations,
also  compete  with  the  Company  in  recruiting and retaining highly qualified
scientific  personnel  and consultants.  Genesis Bioventures'  and its affiliate
companies  have  to  compete against other biotech companies with greater market
recognition  and substantially greater financial, marketing and other resources.

INTELLECTUAL  PROPERTY  PROTECTION

Genesis  Bioventures may be unable to acquire or maintain patents and trademarks
in  the  United  States  and  other  countries in which it may conduct business.
Third  parties  may  assert trademark, patent and other types of infringement or
unfair  competition  claims  against  the Company.  If forced to defend  against
any  such  claims,  the  Company  may  face  costly  litigation and diversion of
technical and management personnel.  Further, if efforts to enforce intellectual
property  rights  are unsuccessful or if claims by third parties are successful,
the  Company  may  be  required  to  pay financial damages or alter its business
practices.

DEPENDENCE  ON  FUTURE  MARKET  CONDITIONS

The  ability  to  create  shareholder  value  will  be  materially  adversely
affected  if  future  market  conditions  become  unfavorable  for  prolonged
periods.  The  Company's  business  strategy  involves  creating  value  for the
shareholders through taking its research and development products, including the
MSA,  through  pre-clinical  studies,  clinical trials, FDA approval and initial
commercialization.  That  strategy  would  be  adversely  impacted  by prolonged
periods  of  weakness  in  the  financial markets and the Company's inability to
procure  funding.

MANAGEMENT  OF  GROWTH

For Genesis Bioventures to succeed with its MSA product or any other development
stage  products,  the Company must be prepared to rapidly increase marketing and
distribution  efforts  when,  and  if,  all  appropriate FDA approvals have been
obtained.  Rapid  growth  may  place  considerable  operational, managerial  and
financial  strain  on  the  Company.  To successfully manage future growth,  the
Company  must  do  the  following:

     -    improve,  upgrade  and  expand  their  business  infrastructure;
     -    hire,  train  and  retain  key  management  and  scientific personnel;
     -    advance  the  commercialization  development  programs  for  their
          biotechnology  products;


                                       11
<PAGE>

     -    expand  the  intellectual property portfolio related to the underlying
          technology;  and
     -    maintain  adequate  financial  resources.

There  is  no  assurance  that  such  tasks can be undertaken effectively and/or
profitably  by  the  Company.

RELIANCE  ON  KEY  PERSONNEL

The  Company's limited resources may prevent it from retaining its key employees
or  make  it  unable  to  hire  and  train  a  sufficient  number  of  qualified
management,  professional,  technical  and  regulatory  personnel.

ADEQUATE  REIMBURSEMENT  /  LEGISLATIVE  INITIATIVES

The continuing efforts of government and insurance companies, health maintenance
organizations and other payors of healthcare costs to contain or reduce costs of
healthcare  may  affect the Company's future revenues and profitability, and the
future  revenues  and  profitability  of  its potential customers, suppliers and
collaborative  partners  and  the  availability  of  capital.

The  Company's  ability  to commercialize its products may depend in part on the
extent  to  which  appropriate reimbursement levels for the cost of its products
and  related  treatment are obtained by governmental authorities, private health
insurers  and  other  organizations,  such  as  HMOs.

Even  if  the  Company's  products  are  approved for marketing by the necessary
regulatory  authorities,  the  degree  of  market  acceptance will depend upon a
number  of  factors  beyond  the  control  of  management.

Physicians,  patients,  payors  or  the  medical  community  in  general  may be
unwilling  to accept, utilize or recommend any of the Company's products even if
the  Company  is  able  to  obtain  regulatory  approval.

INDEMNIFICATION  AND  EXCLUSION  OF  LIABILITY  OF  DIRECTORS  AND  OFFICERS

So  far as  permitted  by  law,  the Certificate of Incorporation and By-Laws of
Genesis  Bioventures provide that the Company will  indemnify  its directors and
officers  against  expenses  and  liabilities  they  incur  to defend, settle or
satisfy  any civil or criminal  action  brought against them on account of their
being or having been Company  directors  or officers unless, in any such action,
they  are  adjudged  to  have  acted with gross negligence or to have engaged in
willful  misconduct.  As a result of such provisions, stockholders may be unable
to  recover damages against the  directors  and  officers  of  the  Company  for
actions  taken  by  them  which  constitute  negligence  or a violation of their
fiduciary  duties,  which  may  reduce  the  likelihood  of  stockholders
instituting  derivative  litigation  against  directors  and  officers  and  may
discourage  or  deter  stockholders  from suing directors,  officers,  employees
and  agents  of  the  Company  for  breaches of their duty  of care, even though
such  action,  if  successful,  might  otherwise  benefit the  Company  and  its
stockholders.

AMERICAN  STOCK  EXCHANGE

The  Company's  common  stock is listed on the American Stock Exchange ("AMEX").
AMEX reserves the right to de-list an entity at anytime at its discretion. Among
other  criteria when determining whether or not to de-list a security, AMEX will
consider  the  entity's  financial  condition  and operating results, the public
distribution  of  securities,  the  market  price  for  securities  and  other
non-quantitative  criteria.  Failure  to  meet these maintenance criteria in the
future  may result in the de-listing of the common stock from AMEX, and trading,
if  any,  in  the  Company's  securities  would  thereafter  be conducted in the
non-NASDAQ  over-the-counter  market.

The  Company  is  currently non-compliant with AMEX requirements as set forth in
Section  1101  of the AMEX Company Guide for failure to file with the Securities
and  Exchange  Commission  its  Annual  Report on Form 10-KSB for the year ended
December  31,  2004  by  the  prescribed  filing  deadline. AMEX has granted the
Company  an  extension  of  time until June 15, 2005 and the filing of this Form
10-KSB  satisfies that requirement.  GBI has not been notified of any de-listing
proceedings  and  has  no  basis to believe that de-listing proceedings will  be
instituted.  However,  in  the  event  of any such de-listing, an investor could
find  it  more  difficult  to dispose of, or to obtain accurate quotations as to
the  market  value  of,  the  Company's.  There is no assurance that the Company
will  qualify  to  maintain  its  listing.

PRICE  OF  THE  COMPANY'S  COMMON  STOCK

The market price of the Company's common stock, like that of the common stock of
many other development stage biotechnology companies, has fluctuated over a wide
range  and it is likely that the price of the common stock will fluctuate in the
future.

THINLY  TRADED  SECURITIES

The  Company's  stock is thinly traded.  While the common stock is listed on the
American Stock Exchange, the volume and trading historically has been relatively
light.  There can be no assurance that the trading market in Genesis Bioventures
shares  will  develop  or,  if  developed,  will  be  maintained.

COMPLIANCE  WITH  INVESTMENT  COMPANY  ACT

As  an  operating  company,  Genesis  Bioventures  believes  that  it  is not an
investment  company  as  that  term


                                       12
<PAGE>


is  defined  under  the  Investment  Company  Act of 1940  ("Investment  Company
Act").  Generally,  a  company  must
register  under  the  Investment  Company  Act  and  comply  with  significant
restrictions  on  operations and  transactions with affiliates if its investment
securities  exceed 40% of the company's  total assets, or if it holds itself out
as being primarily engaged in the  business  of  investing,  owning  or  holding
securities.  Biomedical  Diagnostics,  the Company's wholly owned subsidiary, is
the  focus  of  the  majority  of  the  Company's  assets  and  future
opportunities.

NO  LIKELIHOOD  OF  DIVIDENDS

The  Company has never paid any cash dividends on either its common or preferred
stock.  At  present,  the  Company  does  not anticipate paying dividends in the
foreseeable  future and intends to devote any earnings to the development of its
businesses.

ADDITIONAL  SECURITIES

The  Genesis  Bioventures  Certificate  of Incorporation authorizes its Board of
Directors  to  issue  up  to 100,000,000 shares of preferred stock, from time to
time,  in  one  or  more  series.  The Board of Directors is authorized, without
further  approval  of  the  stockholders,  to fix the dividend rights and terms,
conversion  rights,  voting  rights,  redemption  rights  and terms, liquidation
preferences,  and  any  other  rights,  preferences, privileges and restrictions
applicable  to  each  new series of preferred stock.  The issuance of such stock
could  adversely  affect  the  voting  power of the holders of Common Stock and,
under  certain  circumstances,  make it more difficult for a third party to gain
control  of  the  Company, discourage bids for the common stock at a premium, or
otherwise  adversely affect the market price of the common stock.  As of June 9,
2005  the  Company  had  authorized  2,000,000  shares  of  Class  A Convertible
Preferred  Stock  ("Class  A  Preferred  Stock")  of which 63,562 are issued and
outstanding.  Class  A  Preferred  Stock  is subject to anti-dilution provisions
which  could  cause  additional  shares  of  Common  Stock  to  be  issued  upon
completion  of  any  future  financings.

ITEM  2.     DESCRIPTION  OF  PROPERTIES

The  Company  currently  maintains  its executive offices in approximately 2,000
square  feet of space in Surrey, British Columbia and pays rent of approximately
$1,850  per  month  ($3,000  Canadian) pursuant to a lease signed by the Company
that  expires  November 30, 2007. The lease contains a termination clause of six
months  at  the  option  of  the  Company.  Biomedical  Diagnostics,  LLC leases
approximately  2,000  square  feet of office and laboratory space  in Ann Arbor,
Michigan  pursuant  to  a lease that expired February 2003. As of  March 1, 2003
the  lease  is  on  a  month-to-month  basis.  Monthly  lease  payments  are
approximately  $3,000  per  month.

ITEM  3.     LEGAL  PROCEEDINGS

The  Company  settled  three  separate  legal  proceedings  in  2004.

(i)  Former  President

On  December  18, 2001, the former president of the Company filed a Statement of
Claim  in  the  Supreme  Court  of  British  Columbia  against  the Company, two
Directors  of  the  Company and their related management Company seeking damages
for  breach  of  contract  and  wrongful  dismissal.

Pursuant  to a letter agreement dated November 4, 2004 the Company agreed to pay
$160,000  in  a lump sum in February 2005, or $175,000 in cash installments, and
to issue 400,000 registered or exempt trading common shares to settle all claims
relating  to  the  litigation.  Registered  shares  have  been  delivered to the
former  president  but  no monies have been paid to date.  The  Company does not
have  adequate  funds  for  such  payments  and will be required to satisfy such
obligation  out  of  any  monies  raised  before  July  2005.

The  Company will be required to pay a $10,000 penalty for each cash installment
defaulted on. As security for the performance of these obligations, a Consent to
Judgement  in  the  amount of $300,000 against both Genesis Bioventures and Greg
McCartney  personally has been provided to counsel to be filed with the court in
case of the failure to deliver either the 400,000 free-trading shares or to make
all  of the payments and any penalties owing.  The amount of the judgement shall
not  at  any time exceed the balance owing and full credit will be given for all
payments  made  pursuant  to  this  agreement.

(ii)  Biotherapies,  Inc.

On  November  26,  2003,  Biotherapies Inc. and its principal,  Dr.  Paul  Ervin
Jr.  had  filed  a  civil  action  in  the  United States District Court for the
Eastern  District  of  Michigan against Genesis Bioventures, and it's President,
seeking  more  than  $2,000,000  of  alleged monetary damages and certain  other
claimed  relief.

On  June  16,  2004,  a  Settlement Agreement was stipulated, approved and court
granted.  No  cash  settlement  of  the  claims  was  paid.  $40,000 was paid to
Biotherapies  for  certain property previously delivered to Genesis Bioventures.
Biotherapies  agreed  to  certain limitations on any future sale or offer of its
Genesis  Bioventures  shares.

(iii)  Consultant

By  an  agreement  dated  March  1,  2004,  the  Company agreed to issue 200,000
restricted  common  shares  as  full  compensation  to an outside consultant for
certain  services  rendered  in 2001 and settled a previously pending lawsuit in
respect  thereto.


                                       13
<PAGE>

As  of June 9, 2005 the Company does not have any outstanding legal proceedings.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The  Company  has not held an Annual Meeting of Stockholders since October 2001.
The  Company  is  committed  to holding an Annual Meeting of Stockholders during
2005.

PART  II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  Company's  Common  Stock  began  trading under the symbol "BILB" in the OTC
market  on  the  NASDAQ  Electronic  Bulletin  Board  on  February 16, 1999.  On
December  19,  2000, the Company's Common Stock was listed on The American Stock
Exchange  under  the  symbol  "GBI."

The  table  set  forth below presents the range, on an annual basis, of high and
low  sales  prices  per  share  of  Common  Stock.

<TABLE>
<CAPTION>
QUARTER ENDED             HIGH          LOW
------------------    ------------  -----------
<S>                   <C>           <C>
FISCAL 2004
  December 31, 2004      $0.243       $0.173
  September 30, 2004     $0.300       $0.220
  June 30, 2004          $0.573       $0.403
  March 31, 2004         $0.890       $0.610

FISCAL 2003
  December 31, 2003      $1.050       $0.550
  September 30, 2003     $0.830       $0.420
  June 30, 2003          $1.250       $0.400
  March 31, 2003         $0.940       $0.450
</TABLE>

As  of  June 9, 2005, there were approximately 1,439 holders of record of shares
of  the  Company's  Common  Stock,  and  26  holders  of  record  of  shares  of
the  Company's  Class  A  Convertible Preferred Stock (Class A Stock), which  is
convertible  into  Common  Stock  on a one for one basis.    During fiscal 2003,
1000  Class  A  Convertible  Preferred  Shares  were  converted  into  the  same
number  of  additional  shares  of  the  Company's Common Stock. No transactions
with  respect  to  the  Class  A  Convertible Preferred Shares occurred in 2004.

All  of  the  Class  A Stock is restricted as to retransfer.  There is no liquid
market  for  the  securities.  None  is  expected to develop.  In certain events
relating  to  liquidation,  dissolution,  consolidation  or  winding  up  of the
Company, holders of the Class A Stock are entitled to receive an amount equal to
the original purchase price per share for the Class A Stock plus an amount equal
to  all  declared but unpaid dividends thereon (the "Preference Amount").  After
the  full  liquidation preference on all outstanding shares of the Class A Stock
has  been  paid, any remaining funds and assets of the Company legally available
for  distribution  to shareholders are distributed pro rata among the holders of
the  Class  A  Stock and the Common Stock on an "as-if-converted" basis.  If the
Company  has  insufficient  assets to permit payment of the Preference Amount in
full  to  all  the  Class  A Stock shareholders, then the holders of the Class A
Stock  will  receive lesser payments in proportion to the Preference Amount each
such  holder would otherwise be entitled to receive, without any distribution to
the  holders  of  the  Common  Stock.

The  Company  has  rights  to redeem all of the outstanding Class A Stock at any
time.  The redemption price is 110% of the initial purchase price of the Class A
Stock plus all declared but unpaid dividends. The Company has no plans to redeem
any  Class  A  Stock  at  the  present  time.

The  holders  of the Class A Stock have the right to convert their Class A Stock
into shares of Common Stock at any time commencing one year after purchase.  The
Conversion Rate is one share of Class A Stock for one share of Common Stock. The
holders  and  the  Class  A  Stock  also  have  information  rights,  demand and
piggy-back  registration  rights,  which ensure such holders that, under certain
circumstances,  the  Company  will  be  forced to register the underlying Common
Stock for resale by the holders. All rights incident to a share of Class A Stock
will  terminate  automatically  upon  any  conversion  of such share into Common
Stock.

DIVIDENDS

The  Company  has  not  paid  cash  dividends on the Common Stock or the Class A
Preferred  Stock since inception and does not intend to pay any dividends to its
stockholders  in  the  foreseeable  future.  The declaration of dividends in the
future  will  be  at the election of the Board of Directors and will depend upon
earnings,  capital  requirements,  financial  position  of  the Company, general
economic  conditions,  and  other factors the Board of Directors deems relevant.

Each holder of the Series A Convertible Preferred Stock, par value $0.0001, (the
"Class  A  Stock")  is  entitled to receive, out of any funds legally available,
non-cumulative  dividends  at  a rate of six percent (6%) per annum prior and in
preference  to  any payment of any dividend on the Common Stock in each calendar
year,  and  to  participate  pro  rata  with  the Common Stock in any additional
dividends.  Dividends are paid when, and if declared by the board.  The dividend
rights  and  preferences  of the Class A Stock are senior to those of the Common
Stock.  The  Company  has  never  paid any dividends, and there is no likelihood
that  it  will  do  so  in  the  foreseeable  future.


                                       14
<PAGE>

SALES  OF  UNREGISTERED  SECURITIES

In  the  three years ended December 31, 2004, the Company has made the following
sales  of  unregistered  securities,  all  of  which  sales  were  based  upon
exemptions  from  the  registration  requirements  of  the  Securities  Act  of
1933,  as  amended  (the  "Securities  Act").  The  Company  relied  upon
Regulation  D  in  issuing  these  shares  and  warrants  without  registration
under  the  Securities  Act.

During  the year ended December 31, 2004, the Company sold 400,000 common shares
to  two  accredited  investors  under  private placements at prices ranging from
$0.20  per  share  to $0.40 per share.  The private placement for 375,000 common
shares  included  warrants  to  purchase  additional  common shares at $0.30 per
share.

During  the  year  ended  December  31,  2003, the Company sold 2,342,574 common
shares  to  28  accredited  investors under private placements at prices ranging
from  $0.40  per  share  to  $0.74  per  share.  The private placements included
warrants  to  purchase  additional  common  shares  at  $1.50  per  share.

In  connection  with these private placements, the Company issued 141,095 common
shares  to one placement agent.  The Company also paid cash commissions totaling
$149,970.15  to  five  different  placements  agents.

During  the  year  ended  December  31,  2002, the Company sold 1,270,914 common
shares  to  34  accredited  investors under private placements at prices ranging
from  $0.56  per  share  to  $1.50  per  share.  The private placements included
warrants  to  purchase additional common shares at prices ranging from $1.20 per
share  to  $2.00  per  share.

In  connection  with  these  private  placements, the Company issued warrants to
purchase  150,000  common shares to four different placement agents at $1.25 per
share  expiring  February  21,  2007.  The  Company  also  paid cash commissions
totaling  $104,958  to  seven  different  placements  agents.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

Equity  based  compensation  plans  in  force  as  at  December  31,  2004:

<TABLE>
<CAPTION>
Plan Category           Number of securities to be      Weighted-average exercise      Number of securities
                        issued upon exercise of         price of outstanding           remaining  available  for
Options                 outstanding options,            options, warrants and          future  issuance  under
                        warrants and rights            rights                         equity  compensation  plans
                                                                                       (excluding  securities
                                                                                       reflected  in  column  (a))
                                   (a)                              (b)                             (c)
---------------------   ----------------------------    --------------------------     ------------------------
<S>                     <C>                             <C>                            <C>
Equity compensation
plans approved by            3,128,903                       $   0.55                                  -
security holders
---------------------   ----------------------------    --------------------------     ------------------------
Equity compensation
plans not approved             240,000                           0.48                            n/a
by security holders
---------------------   ----------------------------    --------------------------     ------------------------
Total                        3,358,903                        $  0.54                                  -
---------------------------------------------------------------------------------------------------------------
</TABLE>

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

YOU  SHOULD  READ  THE  FOLLOWING  DISCUSSION  IN CONJUNCTION WITH OUR FINANCIAL
STATEMENTS  AND  THE  NOTES  THERETO INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON
FORM  10-KSB.  ALL  STATEMENTS  IN  THIS ANNUAL REPORT ON FORM 10-KSB RELATED TO
GENESIS  BIOVENTURES'  CHANGING  FINANCIAL OPERATIONS AND EXPECTED FUTURE GROWTH
CONSTITUTE FORWARD-LOOKING STATEMENTS.  THE ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM  THOSE  ANTICIPATED  OR  EXPRESSED  IN SUCH STATEMENTS.  SEE  "SPECIAL NOTE
REGARDING  FORWARD-LOOKING  STATEMENTS."

GENERAL

Biomedical  Diagnostics,  LLC  operates  as  a  division of Genesis Bioventures.
Biomedical  Diagnostics introduced its first breast cancer related blood test in
June  2001.

The Company is committed to funding operating costs of Biomedical Diagnostics in
support  of  product  development  of  mammastatin,  and  all  other  diagnostic
applications  using  any  process  covered  under  the  technology.

As  at  December  31,  2004,  the  Company held a 33% equity investment in Prion
Developmental  Laboratories,  Inc. (PDL), a privately held biotechnology company
specializing  in  the  development  of rapid and inexpensive diagnostic tests to
detect Mad Cow Disease. PDL has developed a lateral flow strip test similar to a
home pregnancy test that will be used on-site taking less than twenty minutes to
complete.  Currently  there  are  no  rapid  tests  that can be performed at the
slaughterhouse  that  will  ensure that cattle with Mad Cow Disease do not enter
the  human  food  chain.

GBI  has  signed  a Letter of Understanding to acquire the remaining holdings of
PDL  and  make  it  a  wholly-owned  subsidiary.  Management  believes that 100%
ownership  of  PDL's  technology in diagnostic test development would contribute
significantly to the value of the Company.  Terms of a definitive agreement will
be  released  if  and  when  they  are  determined.


                                       15
<PAGE>

CRITICAL  ACCOUNTING  POLICIES

The  Company's discussion and analysis of its financial condition and results of
operations,  including  the  discussion  on liquidity and capital resources, are
based  upon  the  Company's  financial  statements,  which have been prepared in
accordance  with  accounting principles generally accepted in the United States.
The  preparation  of  these  financial  statements  requires the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,  and  related  disclosure  of  contingent  assets  and
liabilities.  On  an  ongoing  basis,  management re-evaluates its estimates and
judgments,  particularly those related to the determination of the impairment of
its  equity investments and intangible assets.  Actual results could differ from
the  estimates.  The Company believes the following critical accounting policies
require  its  more significant judgment and estimates used in the preparation of
the  consolidated  financial  statements.

The  consolidated  financial  statements have been prepared on the going concern
basis, which assumes the realization of assets and liquidation of liabilities in
the normal course of operations.  If the Company were not to continue as a going
concern,  it  would  likely  not  be  able  to  realize  on its assets at values
comparable  to  the  carrying value or the fair value estimates reflected in the
balances  set  out  in the preparation of the consolidated financial statements.
As  described  elsewhere in this report, at December 31, 2004, there are certain
conditions that currently exist which raise substantial doubt about the validity
of  this  assumption.  While  the Company anticipates raising additional private
placement  funds  to  remove the substantial doubt, these private placements are
not  assured.  Failure  to  raise  additional  funds  may  result in the Company
curtailing  operations  or  writing  assets  and liabilities down to liquidation
values,  or  both.

When  the  Company  acquires  technology,  the  rights to manufacture and sell a
product,  it  records  the  purchase price less the value of related liabilities
assumed as intangible assets. The Company uses the assistance of experts to help
allocate  the  purchase price to the fair value of the various intangible assets
acquired.  Then, the Company estimates the economic useful life of each of these
intangible assets in order to amortize their cost as an expense in the statement
of  operations over the estimated economic useful life of the related asset. The
factors  that  drive the actual economic useful life of a pharmaceutical product
are  inherently uncertain, and include patent protection, competition by similar
products,  future introductions of competing products, the impact of promotional
efforts  and  many  other  issues.  The  Company  uses  all  of these factors in
initially  estimating  the  economic  useful  lives  of  its  products, and also
continuously  monitors  these  factors  to  assess  if  changes in estimates are
required.

The  Company  evaluates  the  recoverability  of property and equipment, medical
technology  licenses and its equity accounted for investments whenever events or
changes  in   circumstances  indicate  that  the  carrying  value   may  not  be
recoverable.  The  Company recognizes an impairment loss related to property and
equipment  and  medical technology licenses if the projected undiscounted future
cash  flows  is  less  than  the  carrying amounts. The amount of the impairment
charge,  if  any, is measured equal to the excess of the carrying value over the
asset's  fair  value, generally determined using the future operating cash flows
discounted at the Company's average rate of cost of funds. The assessment of the
recoverability of property and equipment and medical technology licenses will be
impacted  if  estimated  future  cash  flows  differ  from  those  estimates.

RESULTS  OF  OPERATIONS

Year  ended  December  31,  2004  compared  to  December  31,  2003:

The  Company  is a development stage entity.  Substantially all its efforts from
organization  to  date  have  dedicated towards the funding of, and research and
related  development  of,  certain  medical  diagnostic  products.  To  date the
Company  has  not  generated  revenues from these principal business activities.
The  Company  had  no  revenue  in  2004  or  2003.

On  May  13,  2003  the  Company  was  granted  a direct license with respect to
certain breast cancer diagnostic technology from  the  University  of  Michigan.
The  Company's  future  operations  remain  dependent  upon  its  ability  to
attract  third  party  financing  and  its  ability to remain compliant with its
developmental  and  royalty  payment  obligations  with  the  University.

In  2004,  the  Company realized net proceeds of $1,961,335 in connection with a
private  placement  financing  of which the securities sold were (i) Convertible
Notes  carrying  interest  at  the rate of 10% per  annum  due in 13 months, and
(ii)  Five  Year  Warrants to purchase additional Shares of the Company's Common
Stock.

The  Company  also  completed  a  separate  private  placement  through which it
realized  net  proceeds  of  $75,000.

For  the  year  ended  December  31,  2004,  the  Company incurred a net loss of
$5,017,908  compared  to $4,542,786. A substantial fraction of the 2003 and 2004
losses  were  incurred  due  to  amortization  of  technology  assets. On a cash
basis,  the  Company  used  $1,741,116 on operating activities in 2004, compared
to  $817,216  in  2003.

Total  cash  used  in  operations increased by $923,900 from $817,216 in 2003 to
$1,741,116  in  2004.

Loss  per  share  was  ($0.17) in 2004 compared to ($0.17) in 2003. The weighted
average  number  of shares outstanding for the year ended December 31, 2004  was
26,690,990  compared  to  27,201,652  for  the  year  ended  December  31, 2003.

Research  and  development  expenses of $339,548 were recorded in the year ended
December  31,  2003  relating to the expenses incurred by Biomedical Diagnostics
compared  to  $367,964  for  the  year  ended  December  31,  2003, a decline of
$28,416  reflecting  reduced  activity  due  to  a  lack  of  funding.


                                       16
<PAGE>

The  Company  incurred  net  losses  on  debt  settlements  during  the  year
ended  December  31,  2004  of  $221,301  compared  to  gains of $501,189 during
the  year  ended  December  31,  2003.

The  Company's  total assets as at December 31, 2004 totaled $7,495,018 compared
to  total  assets  of  $9,027,588  as  at  December  31,  2003.  Total  assets
have  decreased  in  2004  due  in  large  part  to  the  amortization  of  the
technology  assets.

Stockholders'  equity  as  at  December  31,  2004  was  $2,720,545  compared to
$5,346,838 as at December 31, 2003. Stockholders' equity declined as a result of
the  net  loss  for  the year being in excess of net cash raised through private
placements.

The  Company  will  seek  to  raise  additional  funding  through  a  registered
primary  offering  of  some type of Preferred  Securities and/or to partner with
or  enter  into  joint  development  and  distribution  arrangements  with  an
established  biomedical company respecting the technology for the MSA diagnostic
products.  No such arrangements or discussions relating  thereto  are  presently
pending.

The  Company  is  also  exploring  the  possibilities  of  a  closer  business
relationship  with PDL.  PDL's diagnostic product line for "Mad Cow" disease has
attracted significant public and private attention in the biomedical diagnostics
industry.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  flows  used  in  operating  activities  totaled  ($1,741,116) for the year
ended  December  31, 2004 compared to ($817,216) for the year ended December 31,
2003.

As  currently  structured, the  Company  expects to incur continuing losses from
the  operation  of  Biomedical  Diagnostics  LLC. The Company expects the LLC to
incur  substantial  research  and  development.

The  Company  has  received  a  majority of its financing from promissory  notes
placed  with  a  significant  shareholder  of  the  Company.  There  can  be  no
guarantee  that  the shareholder will continue to lend funds or that  any  other
lender  will  provide  short-term  funds.

A  summary  of  the  Company's  financial  commitments  is  set  out  below:

<TABLE>
<CAPTION>
                                                      Payments Due by Period

                                                            2005          2006-2007     2008-2009
CONTRACTUAL OBLIGATIONS                    TOTAL       LESS THAN 1 YEAR  1 - 3 YEARS   4 - 5 YEARS   AFTER 5 YEARS
                                    ----------------   ----------------  ------------  -----------   ----------
<S>                                 <C>                <C>               <C>           <C>           <C>
Short-term debt                         $2,384,421       $  2,384,421      $      -       $    -        $    -
Operating leases                        $    6,469       $      2,283      $  4,186       $    -        $    -
                                    ----------------   ----------------  ------------  -----------   ----------
Total contractual cash obligations      $2,390,890       $  2,386,704      $  4,186       $    -        $    -
                                    ================   ================  ============  =============  =========
</TABLE>

As  of  December  31, 2004, the Company had cash on hand of approximately $1,181
and  a  working  capital  deficiency  of  $4,769,003.  Cash  on  hand  is  not
sufficient  to  meet  the  Company's  current  needs.

The Company's future capital requirements will depend on many factors, including
advancement  of  the  Company's  LLC research and development programs; payments
made  to secure and develop additional cancer diagnostics technologies; the cost
and  availability of third-party financing for development and commercialization
activities;  and  administrative  and  legal expenses. Should the Company not be
able to secure additional financing when needed, it may be required to slow down
or  suspend  its  growth  or  reduce the scope of its current operations, any of
which  would  have  a  material  adverse  effect  on  its  business.

OFF  BALANCE  SHEET  ITEMS

The  Company  has  no Off Balance Sheet arrangements that have or are reasonably
likely to have a current or future effect on its financial condition, changes in
financial  condition,  revenues  or  expenses, results of operations, liquidity,
capital  expenditures,  or  capital  resources.

ITEM  7.     FINANCIAL  STATEMENTS

The  financial  statements  required by this Item begin on Page F-1 of this Form
10-KSB.

     -    auditors'  report
     -    consolidated  balance  sheet  as  of  December  31,  2004  and  2003
     -    consolidated  statements  of  operations,  cash  flows  and  changes
          in  stockholders'  equity  for  the  years ended 2004 and 2003 and the
          period  from  September  19,  1994  (inception)  to  December 31, 2004
     -    notes  to  consolidated  financial  statements.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.


                                       17
<PAGE>

ITEM  8A.    CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of our management, including
our principal executive officer and principal financial offer, we have evaluated
the  effectiveness  of  the  design and operation of our disclosure controls and
procedures  within  90 days of the filing date of this annual report, and, based
on  their  evaluation,  our  principal executive officer and principal financial
officer  have  concluded that these controls and procedures are effective. There
were  no  significant  changes in our internal controls or in other factors that
could  significantly  affect  these  controls  subsequent  to  the date of their
evaluation.

Disclosure  controls  and  procedures are our controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitations,  controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal executive office and principal officer, as appropriate to allow timely
decisions  regarding  required  disclosure.

PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

DIRECTORS  AND  EXECUTIVE  OFFICERS

The following sets forth certain information, with respect to each person who is
currently  an  executive  officer  or  director  of  Genesis  Bioventures.

<TABLE>
<CAPTION>
NAME                       AGE                   POSITION
---------------------     ----    ---------------------------------------
<S>                       <C>     <C>
E.  Greg  McCartney        53     Chairman of the Board, President, Chief
                                    Executive  Officer
T.J. Lou  McKinney, C.A.   70     Chief Financial Officer and Director
Lawrence  J.  Pasemko      68     Executive Vice President and Director
Ian B. Woods, M.D., Ph.D.  60     Director
Antony Dyakowski           57     Director
</TABLE>

E.  GREG  MCCARTNEY  -  Mr.  McCartney  has  been  the  senior  officer  of  the
Company  since 1995. He currently serves as Chairman of the Board, President and
Chief  Executive  Officer.  In  addition,  he  serves  as President of Aspenwood
Holdings  Corporation,  a  family  investment  firm,  as well as a Director  and
Officer  of  Tynehead  Capital Corp. a privately held management consulting  and
venture  capital corporation. Mr. McCartney was a founding member  of  a  number
of  private  enterprises  involved  in  the  field of electronics,  distribution
and  real  estate  development.

L.J.  PASEMKO  -  Currently  the  Executive  Vice  President,  Mr.  Pasemko  was
formerly the Chief Financial Officer of the Company from 1995 to April 2001.  He
now  assumes  the position of Executive Vice-President. Mr. Pasemko is President
of  Tynehead  Capital  Corp.,  a  venture  capital  company  assisting  smaller
enterprises,  and  President  of  Supercart  Pacific Wholesale (Canada) Inc.,  a
former  distribution  company  carrying  on  business  throughout  the  Pacific
Northwest.  He  was  formerly  the  CASE  co-coordinator of the Federal Business
Development  Bank  of  Canada,  President,  General  Manager  of  two automobile
dealerships  and  owner  of  an  industrial  supply  company. His earlier  years
were  in  management  positions  with  Ford  Motor  Company  and  Chrysler
Corporation.

T.J.  LOU  MCKINNEY,  CA  -  Mr.  McKinney was first appointed a Director of the
Company  in  August  2000 and assumed the position of Chief Financial Officer in
2001.  He  has  provided  senior  management  and  financial consulting services
for  over  30  years,  most  recently  through  Sperrin  Enterprises,  a private
company  that  he  founded  in  1992.  He  was a co-founder of Ondine Biopharma,
Inc.,  where  he  served  as  CFO  and  Director  until  1999,  and worked as  a
financial   advisor  to   Forbes   Medi-Tech,   a  publicly  listed
biopharmaceutical  company,  from  1997  to  1998.  Previously, Mr. McKinney was
President  and  CEO  of  two  Canadian securities firms and served as Manager of
Corporate  Services  for  C.M.  Oliver  &  Company, a British Columbia brokerage
firm.  From  1961  to  1986  he  held senior management positions in real estate
development  companies,  was  President and CEO of a Canadian institutional food
distributor,  and  held  senior  financial  positions  with  several  large
construction  and  real  estate  companies.  Mr.  McKinney obtained his CA while
working  with  Thorne,  Mullholland,  Howson  &  McPherson,  the  predecessor to
KPMG.

DR.  IAN  B.  WOODS,  M.D.,  PH.D. - Dr. Woods currently serves as a Director of
the  Company.  He  was the Company's Vice President of  Science  and  Technology
from  2001  to 2003 and was the Company's Vice President, Operations  from  1998
to  2000.  Dr.  Woods  is  the  senior  founding  partner  of the Burke Mountain
Medical Centre in Port Coquitlam,  British  Columbia,  where  he  has  conducted
a  general  medical  practice  since  1977.  Over  the  last  10  years,  he has
provided  medical  and scientific  consulting services to a number of public and
private  companies  in  the  medical  sector.  He  has  also  served for over 20
years  at  various  times  on  the  Medical  Advisory,  Pediatric  Advisor,  and
Medical  Manpower  Committees  on  the  Royal  Columbian  Hospital  in  British
Columbia,  Canada.  He  received  his  Ph.D.  in  Physics  and his M.D. from the
University  of  British  Columbia.


                                       18
<PAGE>

ANTONY  S.  DYAKOWSKI  - Mr. Dyakowski is a Director of the Company and has been
actively  involved with Genesis Bioventures since its inception.  He has over 35
years  of  experience  in  raising  corporate  and  venture  capital,  corporate
management,  and  many  other  phases of business concerning equity markets.  In
the  past  he has secured well over $25,000,000 in venture and corporate capital
for  various  projects  ranging  from  oil  and  gas  to  medical  equipment and
biomedical  research  and  development.  Mr.  Dyakowski  received  his  BA  in
Geography/Geology  from  the  University  of  British  Columbia.

Each  director  holds  office until the Company's annual meeting of stockholders
and until his/her successor is duly elected and qualified.  Officers are elected
by  the  Board  of  Directors  and hold office at the discretion of the Board of
Directors.  There  are  no  family relationships between any of the directors or
executive  officers  of  the Company.  Mr. McCartney, Mr. Pasemko, Mr. McKinney,
Mr.  Robert F. Lutz and  Dr. Woods were elected at a meeting of the stockholders
held  on  October  24,  2001.

Mr.  Robert  F.  Lutz served as Director until January 12, 2005 at which time he
retired.  On  May  1,  2005,  Antony Dyakowski consented to act as a Director to
replace  Mr.  Lutz  on  the Board of Directors as well as Chair of the Company's
audit  committee.  Mr.  Dyakowski  is the only director  who  is not a member of
management. He effectively acts as a one person Audit Committee currently and no
person  has  been  appointed  as  the  audit  committee  financial  expert.

SECTION  16A  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a) of the Securities and Exchange Act of 1934, as amended, generally
requires the Company's directors and executive officers and persons who own more
than  10%  of a registered class of the Company's equity securities (10% owners)
to file with the Securities and Exchange Commission initial reports of ownership
and  reports of changes in ownership of Common Stock and other equity securities
of the Company.  Directors and executive officers and 10% owners are required by
Securities  and  Exchange  Commission  regulations  to  furnish the Company with
copies  of  all  Section  16(a)  forms  they  file.

CODE  OF  ETHICS

The  Company  has adopted a Code of Ethics applicable to its principal executive
officer  and  other  senior  officers, a copy of which is filed as an exhibit to
this  Form  10-KSB.

ITEM  10.     EXECUTIVE  COMPENSATION

The  following  table  summarizes  the  aggregate  compensation  paid to Genesis
Bioventures'  Chief  Executive  Officer  and  the  four  most highly compensated
executive  officers  other  than the CEO (the "Named Executive Officers") during
the  fiscal  year  ended  December  31,  2004.  On  June  30, 2003 the executive
officers and certain other employees signed letters of forgiveness waiving fifty
percent  of  the  outstanding  salaries  due  at that date.  The total amount of
salaries  waived  was  $489,905.

SUMMARY  COMPENSATION  TABLE

<TABLE>
<CAPTION>
                                                                                          LONG-TERM
                                                  ANNUAL COMPENSATION                    COMPENSATION
                                  -----------------------------------------------      ---------------
                                                                                          SECURITIES
NAME AND PRINCIPLE                 FISCAL        SALARY                                   UNDERLYING
    POSITION                        YEAR                      BONUS        OTHER           OPTIONS
                                 ---------     ---------    ---------    ----------     -------------
<S>                              <C>           <C>          <C>          <C>            <C>
E. Greg McCartney,                  2004        $132,000            -    $      -       $      -
  President and Chief               2003        $132,000            -    $      -       $      -
  Executive Officer                 2002        $132,000            -    $      -       $      -

Lawrence J. Pasemko,                2004        $120,000            -    $      -       $      -
  Executive Vice                    2003        $120,000            -    $      -       $      -
  President                         2002        $120,000            -    $      -       $      -

T.J. Lou McKinney,                  2004        $ 72,000            -    $      -       $      -
  Chief Financial                   2003        $ 72,000            -    $      -       $      -
  Officer                           2002        $ 72,000            -    $      -       $      -

Dr. Ian Woods,                      2004        $      -            -    $      -       $      -
  Vice President                    2003        $ 60,000            -    $      -       $      -
  Science & Technology              2002        $ 60,000            -    $      -       $      -
</TABLE>

 STOCK  OPTIONS

No  Stock  Options  were  granted  in  the  year  ended  December 31, 2004.  The
following  table  provides  information  with respect to the stock option grants
made  to  the Named Executive Officers during the 2002 fiscal year under Genesis
Bioventures' 2002 Stock Option Plan and options granted outside of the plan.  No
stock  appreciation rights were granted during such fiscal year to the Executive
Officers.


                                       19
<PAGE>

OPTION  GRANTS  IN  LAST  FISCAL  YEAR

None

AGGREGATED  OPTION  EXERCISE  IN  LAST  FISCAL  YEAR

<TABLE>
<CAPTION>
                                                                                         VALUE OF UNEXERCISED
                                                               NUMBER OF UNEXERCISED    IN- THE-MONEY OPTIONS
                                                             OPTIONS AT DEC. 31, 2004      AT DEC 31, 2004
                       SHARES ACQUIRED ON                    ------------------------   ---------------------
                            EXERCISE        VALUE REALIZED         EXERCISABLE (1)             EXERCISABLE (1)
                       ------------------   --------------   ------------------------   ---------------------
<S>                    <C>                  <C>              <C>                        <C>
E. Greg McCartney                       -                -                  612,500                      -
Lawrence Pasemko                        -                -                  612,500                      -
Dr. Ian Woods                           -                -                  390,000                      -
T.J. Lou McKinney                       -                -                  385,000                      -
</TABLE>

 (1)  There  were  no  unexercisable  options  as  of  December  31,  2004.

DIRECTOR  COMPENSATION

Directors  not  otherwise  employed  by  the  Company  did  not  receive  cash
compensation  for serving on the Board of Directors during the fiscal year ended
December  31,  2004.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE-IN-CONTROL
AGREEMENTS

Messrs. E. G. McCartney, Chairman, Larry Pasemko, Executive Vice-President, T.J.
Louis  McKinney  Chief  Financial  Officer  are  parties  to  employment
agreements  with  the  Company.  The original agreements have  a  two-year term,
which  expired  on  January  1,  2004  and  were extended to June 30, 2005.  The
agreements  contain  confidentiality  clauses  and provide for early termination
for  change  in  control  on  relocation  of  the  Company's  principal offices.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following table sets forth information known to the Company, as of December
31,  2004, regarding the beneficial ownership of the Company's voting securities
by  (i)  each  of  the  Company's directors and executive officers, and (ii) all
directors and executive officers of the Company as a group.  Except as indicated
below,  management is not aware of any individual or entity that owns 5% or more
of  the  voting  stock  of  the Company, unless otherwise indicated, each of the
stockholders  listed in the table below has sole voting and power of disposition
with  respect  to  shares  beneficially  owned  by  such  stockholder.

<TABLE>
<CAPTION>
                  NAME AND ADDRESS                  NUMBER OF SHARES      PERCENT OF OUT-    PERCENT OF VOTING
TITLE OF CLASS    OF BENEFICIAL OWNER            BENEFICIALLY OWNED (2)  STANDING SHARES (3)    OWNERSHIP (4)
                  -------------------------      ----------------------  -------------------  ----------------
<S>               <C>                            <C>                      <C>                 <C>
Common shares     E. Greg McCartney   (1)             1,033,764(5)             3.26%              3.26%

Common shares     Lawrence J. Pasemko (1)             1,042,764(5)             3.29%              3.29%

Common shares     T. J. Lou McKinney  (1)               395,000(5)             1.26%              1.25%

Common shares     Ian B. Woods, M.D., Ph.D. (1)         690,000(5)             2.19%              2.19%

Common shares     All directors/officers as a group   3,161,528                9.54%              9.54%

Common shares     Lutz Family Trust
                  71 Biltmore Estates Phoenix,
                  AZ 85016                            7,135,575(6)            22.97%             22.93%
</TABLE>

(1)  c/o  Genesis Bioventures, Inc., 3033 King George Highway, Suite 1A, Surrey,
     British  Columbia,  Canada  V4P  1B8

(2)  Number of shares beneficially owned includes all shares that the beneficial
     owner has a right to acquire  within 60 days pursuant to options, warrants,
     rights,  conversion  privileges  or  similar  obligations.

(3)  The  percent is  calculated by  dividing the number  of shares beneficially
     owned by the amount  of outstanding  securities plus the  number of options
     and warrants  beneficially owned  by that owner.  The denominator  does not
     include securities that any other person has the right to acquire within 60
     days  pursuant  to options,  warrants,  rights,  conversion  privileges  or
     similar  obligations.

(4)  The  percentage shown  reflects voting ownership  after taking into account
     the existing Class A  preferred stock.  None of  the officers  or directors
     owns  any  of  the  Class  A  Preferred  Stock.

(5)  Includes vested options to purchase common shares held by such officers and
     directors.


                                       20
<PAGE>

(6)  The Trust  also owns 50,000  shares of  the Company's  Convertible  Class A
     Preferred  Stock.

(7)  Excludes 812,470 shares,  which Biotherapies  transferred  to  two  of  its
     stockholders  in  November  2002.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

In  2000,  the  Company  issued 160,528 common shares to companies controlled by
officers and directors of the Company to settle debt of $40,132. No gain or loss
resulted  from  these debt settlements. Also in 2000, Dr. Linda Allison earned a
cash  finders'  fee of $120,000 from Prion Developmental Laboratories, Inc. upon
the  Company's  investment  in  PDL.  Dr. Allison is the former President of the
Company  who  introduced  the  PDL  project to the Company. Dr. James Trotman, a
former  Director  of the Company, earned a cash finders' fee of $40,000 from PDL
for his efforts in introducing the project to the Company. Dr. Trotman was not a
Director at the time the Prion transaction was completed. The fees earned by Dr.
Allison  and  Dr.  Trotman  have  not  been  paid  by  PDL.

During  2001 the Company issued 3,004,605 common shares and warrants to purchase
800,000  shares  to  settle  an obligation of $3,500,000 incurred in 2000 to the
Lutz  Family Trust, controlled by Robert Lutz, a major shareholder and director.
The  warrants  had an exercise price of $2.00 per share and expired in May 2003.
Also  during  2001  the  Lutz Family Trust, in four series of loans of $500,000;
$100,000;  $100,000  and  $1,600,000,  advanced  an additional $2,300,000 to the
Company.  Of  the  $1,600,000  loan,  $600,000  was  repaid,  leaving  a  total
outstanding  balance  of  $1,700,000  for both loans. In addition, as additional
compensation  for  the  loans  totaling  $700,000  the  Company  issued separate
warrants  to  purchase  283,776  shares  of common stock at $3.00 per share that
expired  in  2003.  The  remaining $1,000,000 loan plus outstanding interest was
convertible  into  common  shares at $1.50 at the holder's option. Upon any such
conversion,  the  holder would receive warrants to purchase the number of shares
equal  to  one-half the number of shares received on conversion with an exercise
price  of  $3.00  and  a  three-year  term.

Also during 2001, the Company paid $210,163 under a management services contract
to  Tynehead  Capital  Corp.,  controlled  by  Greg McCartney and Larry Pasemko,
directors  and  officers of the Company and $60,000 to No 134 Corporate Ventures
Ltd.  controlled  by  Louis  McKinney,  a  director  and  officer.

In July 2002, the Lutz Family Trust converted $1,212,744 to common shares of the
Company  at  $0.33  per  share. All warrants and options were terminated at that
time.  The  $700,000  loans  remain  in  place  accruing  interest.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     The  following  documents  are  filed  as  part  of  this  Form  10-KSB:

(a)  Exhibits:

     Please  see  the  Exhibit  Index  on  Page  E-1  of  this  Annual  Report.

(b)     Reports  on  Form  8-K:

1.   Current report on Form 8-K dated December 31, 2004 filed on January 6, 2005
     regarding  Amendment  No.  4  with  respect  to  an extension to the Merger
     Agreement  with  Corgenix.

2.   Current  report  on  Form  8-K, dated January 14, 2005 filed on January 19,
     2005  regarding  termination  of  the  Merger  Agreement  with  Corgenix.

3.   Current  report  on  Form 8-K, dated April 15, 2005 filed on April 18, 2005
     regarding  a  delay  in  filing of the Company's year end audited financial
     statements  and  Form  10-KSB.

4.   Current  report  on  Form 8-K, dated April 26, 2005 filed on April 26, 2005
     regarding  receipt  of  written  notice  from  the  American Stock Exchange
     informing  the  Company that it was not in compliance with Sections 134 and
     1101  of  the  Company  Guide.

5.   Current  report  on  Form  8-K,  dated  May  17, 2005 filed on May 18, 2005
     regarding  a  change  in  the Company's auditors from KPMG LLP to De Joya &
     Company,  CPA's  effective  May  17,  2005

6.   Current  report  on  Form  8-K,  dated  May  19, 2005 filed on May 19, 2005
     regarding  the American Stock Exchange granting the Company an extension of
     time  to  file  its  Form  10-KSB  to  on  or  before  June  15,  2005.

7.   Current  report  on  Form  8-K,  dated  June  1, 2005 filed on June 1, 2005
     regarding  entry  into a material definitive agreement with Efoora Inc. and
     Prion  Developmental  Laboratories whereby Efoora agrees to sell all shares
     owned  or  pledged  in  PDL  to  the  Company  for  $0.50  per  share.


                                       21
<PAGE>

ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

The  Company  has  only  one  Director  who  is  not a member of management, Mr.
Antony  S.  Dyakowski. Currently, Mr. Dyakowski effectively acts as a one person
Audit  Committee.

The  Company's  independent  outside  accountants  are:  De  Joya & Company Inc.

The aggregate fees billed by such firm for each of the last two fiscal years for
professional  services rendered by the Company's principal accountant have been:

<TABLE>
<CAPTION>
            AUDIT  FEES     AUDIT-RELATED  FEES     TAX  FEES     ALL OTHER FEES
            -----------     -------------------     ---------     --------------
<S>         <C>             <C>                     <C>           <C>
2004        $   97,150      $          81,539              -                  -

2003        $   63,915      $          31,339
</TABLE>

Commencing  for  services  provided  after  May 6, 2003 the Audit Committee must
pre-approve  the  Company's  engagement of the Company's independent accountants
for  any  non-audit  services.


                                       22
<PAGE>

     SIGNATURES

In  accordance  with  Section  13 or 15(d) of the Securities and Exchange Act of
1934,  the  registrant  has caused this report to be signed on its behalf by the
undersigned  and  the  undersigned  individuals,  thereunto  duly  authorized.

                         GENESIS  BIOVENTURES,  INC.

                         By:     /s/  E.G.  McCartney
                                 -----------------------------------------------
                         Name:   E.G.  McCartney
                                 Chairman, President and Chief Executive Officer

June  15,  2005

POWER  OF  ATTORNEY

     We,  the  undersigned  directors and officers of Genesis Bioventures, Inc.,
do  hereby  constitute  and  appoint  E.G.  McCartney,  our  true  and  lawful
attorney-in-fact  and agent, to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments to this Annual Report, and to
file  the  same,  with  all  exhibits  thereto  and  other documents required in
connection  therewith, and to do any and all acts and things in our names and in
the  capacities  indicated  below,  which  said  attorney  and  agent,  may deem
necessary  or advisable to enable said corporation to comply with the Securities
Act  of  1933,  as  amended, and any rules, regulations, and requirements of the
Securities  and  Exchange  Commission,  in  connection  with  this  Registration
Statement;  and  we  do hereby ratify and confirm all that the said attorney and
agent  shall  do  or  cause  to  be  done  by  virtue  hereof.

     PURSUANT  TO  THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT  HAS  BEEN  SIGNED  BELOW  BY  THE  FOLLOWING  PERSONS  ON  BEHALF OF THE
REGISTRANT  AND  IN  THE  CAPACITIES  AND  ON  THE  DATES  INDICATED.

SIGNATURE                   TITLE                                    DATE
-----------------------     -------------------------------     --------------

/s/ E. Greg  McCartney                                          June 15, 2005
-----------------------
E.  Greg  McCartney         Chairman  of  the  Board
                            President  and  Chief  Executive
                            Officer  and  Director

/s/ T.J. Lou  McKinney                                          June 15, 2005
-----------------------
T.J. Lou  McKinney, C.A.    Chief  Financial  Officer
                            and  Director  (principal  financial
                            and  accounting  officer)

/s/ Lawrence  J.  Pasemko                                       June 15, 2005
-------------------------
Lawrence  J.  Pasemko       Executive  Vice  President
                            and  Director


/s/ Ian B. Woods                                                June 15, 2005
------------------------
Ian B. Woods, M.D., Ph.D.   Director


/s/ Antony Dyakowski                                            June 15, 2005
-------------------------
Antony Dyakowski            Director


                                       23
<PAGE>

<TABLE>
<CAPTION>

                                         INDEX TO EXHIBITS

EXHIBIT NO.  DESCRIPTION
-----------  --------------------------------------------------------------------------------------
<C>          <S>

        2.1    Merger  Agreement with Corgenix Medical Corporation dated March 12, 2004

        2.2    Amended and Restated Plan of Merger dated May 21, 2004

        2.3    Agreement between GBI, Corgenix, Efoora and PDL dated May 25, 2004.

        2.4    Settlement Agreement with Paul Ervin and Biotherapies dated June 9, 2004.

        2.5    Amended Agreement and Plan of Merger  December 31, 2004.

        2.6    Letter of Termination from Corgenix dated January 19, 2005.

        3.1    Restated Certificate of Incorporation (incorporated by reference to the
               like-numbered exhibit to the Company's Registration Statement on  Form 10SB12B,
               filed  on  August  13, 1999).

      3.1.1    Certificate of Amendment to Certificate of Incorporation.

        3.2    Class A Convertible Preferred Stock definition (incorporated by
               reference to the like-numbered  exhibit to  the  Company's Registration  Statement
               on Form 10SB12G,  filed on October 14, 1999).

        3.3    Bylaws (incorporated by reference to the like-numbered exhibit to the
               Company's Registration Statement on Form 8-A12B, filed on December 18, 2000).

        4.1    Specimen Form of Stock Certificate (incorporated by reference to the
               like-numbered exhibit to the Company's Registration Statement on Form 8-A12B, filed
               on December 18, 2000).

      4.1.1    Form of Warrant issued in the September 17, 2004 Private Placement.

        4.2    Form  of  Note  issued  in  the  March  12,  2004 Private Placement.

        4.3    Form  of  Warrant  issued  in  the March 12, 2004 Private Placement.

          5    Registration Statement Form S-3, David Cohen Letter dated May 25, 2004.

       10.1    Abstract of Limited Liability Company Operating  Agreement of BioMedical
               Diagnostics, LLC (Joint  Venture  Agreement) (incorporated by  reference to the
               like-numbered exhibit to the Company's Registration Statement on Form 10SB12B, filed
               on August 13,  1999).

       10.2    Amended and Restated Limited Liability Company  Agreement with
               Biomedical Diagnostics, LLC (incorporated by reference to the like-numbered exhibit
               to the Company's Registration Statement on Form 10SB12G, filed on October  14,
               1999).

       10.3    Management Services Agreement BioLabs, Inc. with Tynehead Capital Corp.
               (incorporated by reference to the like- numbered exhibit to the Company's
               Registration Statement on Form 10SB12G, filed on October 14, 1999).

       10.4    Letter Agreement with DynaMed, Inc. dated September 2, 1999
               (incorporated by reference to the like-numbered exhibit to the Company's
               Registration Statement  on  Form  10SB12G/A, filed on December  8,  1999).

       10.5    Form of Stock Option Agreement for Shares Issued under the BioLabs
               Amended and Restated Stock Option Plan (incorporated by reference to the like-
               numbered exhibit to the Company's Registration Statement on Form S-8, filed on April
               27, 2000).

       10.6    Amended and Restated Stock Option Plan (incorporated by reference to the
               like-numbered exhibit to the Company's Registration Statement on Form S-8, filed on
               April  27, 2000).

       10.7    Warrant to Purchase Shares of the Company's Common Stock (incorporated
               by reference to the like-numbered exhibit to the Company's Registration Statement on
               Form S-8, filed on April 27, 2000).

       10.8    Investment Agreement, dated September 8, 2000, by and among Prion
               Developmental Laboratories, Inc., Efoora, Inc. and BioLabs, Inc.
               (incorporated by reference to Exhibit 99.1 to the Company's Current
               Report  on  Form  8-K,  filed  on  September  25, 2000).
</TABLE>


                                       24
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT NO.  DESCRIPTION
-----------  --------------------------------------------------------------------------------------
<C>          <S>

       10.9    Warrant, dated September 8, 2000, issued by Prion Developmental
               Laboratories, Inc., in favour of BioLabs, Inc. (incorporated by reference to Exhibit
               99.2 to the Company's Current Report on Form 8-K, filed on September 25, 2000).

      10.10    Purchase and Sale Agreement, dated December 5, 2000, by and among
               BioLabs, Inc., DynaMed, Inc., Antony Dyakowski, Elio Gugliemi, Kevin  O'Farrell and
               Roberta Soon (incorporated by reference to Exhibit 99.1 to the Company's Current
               Report on Form 8-K, filed on  December  20,  2000).

      10.11    Year 2000 Stock Option Plan, 2001 Stock Incentive Plan and Stock Option
               Grants Outside of a Plan (incorporated by reference to the like-numbered exhibit 4.1
               to the Company's Registration Statement on Form S-8, filed on December 4, 2001).

      10.12    2001 Stock Incentive Plan. (incorporated by reference to the like-
               numbered exhibit 4.2 to the Company's Registration Statement on Form S-8, filed on
               December 4, 2001).

      10.13    Purchase Agreement, dated November 30, 2001 by and between Genesis
               Bioventures, Inc. and Biotherapies, Inc. (incorporated by reference to Exhibit 99.1
               to the Company's Current Report on Form 8-K, filed on December 17, 2001).

      10.14    Mammastatin Sublicense Agreement, dated November 30, 2001, by and
               between Genesis Bioventures, Inc. and Biotherapies Inc. (incorporated by reference
               to Exhibit 99.2 to the Company's Current Report on Form 8-K, filed on December 17,
               2001).

      10.15    P & O Technology License Agreement, dated November 30, 2001, by and
               between Genesis Bioventures, Inc. and Biotherapies, Inc. (incorporated by reference
               to  Exhibit 99.3 to the Company's Current Report on Form 8-K, filed on December 17,
               2001).

      10.16    Stock option grants outside of a plan (incorporated by reference to the
               Company's registration statement on Form S-8 Filed on January 22,  2002)

      10.17    GBS-2002 Consulting Services Plan (incorporated by references to Exhibit
               10.1 to the Company's registration statement on Form S-8, filed on October 2, 2002).

      10.18    GBS-2002 Stock Award Plan (incorporated by reference to exhibit 10.1 to
               the Company's registration statement on Form S-8, filed on March 5,2003).

      10.19    Service Agreement between ARUP and Biomedical Diagnostics dated June 13,
               2001.

      10.20    Non-Disclosure Agreement with the University of Michigan dated April 9,
               2003.

       14.1    Code  of  Ethics

       16.2    KPMG Letter dated May 17, 2005.

       21.1    Subsidiaries.

       23.1    Consent  of  KPMG.

       24.1    Power of Attorney (incorporated by reference to the signature page on
               page S-1 of this Annual Report on Form 10-KSB).

       31.1    Certification  of  Chief  Executive  Officer

       31.2    Certification  of  Chief  Financial  Officer

       32.1    Certification  Pursuant  to  18  U.S.C.  Section 1350 as Adopted
               Pursuant to  Section  906  of  the  Sarbanes-Oxley  Act of 2002.

       99.1    News Release dated April 18, 2005.

       99.2    News Release dated April 26, 2005.
</TABLE>


                                       25
<PAGE>

De  Joya  Griffith  &  Company
------------------------------
Certified  Public  Accountants
                                                    2425 W Horizon Ridge Parkway
                                                             Henderson, NV 89052
                                                             702.563.1600  (tel)
                                                              702.548.5476 (fax)


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


We  have  audited  the  accompanying  consolidated  balance  sheet  of  Genesis
Bioventures,  Inc.  (A  Development Stage Company), as of December 31, 2004, and
the related consolidated statement of operations, stockholders' equity, and cash
flows  for  the year 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 audit. The
cumulative statements of operations, stockholders' equity and cash flows for the
period  from September 19, 1994 (inception) to December 31, 2004 include amounts
for  the  period from September 19, 1994 (inception) to December 31, 2003, which
were  audited by other auditors whose reports have been furnished to us, and our
opinion,  insofar as it relates to the amounts included for the period September
19,  1994  through  December  31,  2004  is based solely on the reports of other
auditors.

We  conducted  our  audit  in  accordance  with  the standards of Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial  statements  are free of material misstatement. An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  consolidated  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  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Genesis Bioventures,
Inc.  (a  Development Stage Company) as of December 31, 2004, and the results of
its  operations  and  cash  flows  for  the  year then ended and the period from
September  19,  1994  (inception)  to December 31, 2004, in conformity with U.S.
generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the  Company has suffered recurring losses
from  operations  and negative cash flows from operations that raise substantial
doubt  about  its  ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The consolidated financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

June  14,  2005

/s/ De  Joya  Griffith  &  Company
----------------------------------
De  Joya  Griffith  &  Company


                                       26
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

CONSOLIDATED  BALANCE  SHEETS
(Expressed  in  United  States  dollars)

<TABLE>
<CAPTION>

AS AT DECEMBER 31,                                                         2004           2003
---------------------------------------------------------------------  -------------  -------------
<S>                                                                    <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                                            $      1,181   $      9,070
  Short-term investments                                                          -         74,511
  Accounts and other receivables                                              4,289          6,424
  Prepaid expenses                                                                -          2,900
---------------------------------------------------------------------  -------------  -------------
Total current assets                                                          5,470         92,905
---------------------------------------------------------------------  -------------  -------------

Loan receivable (Note 4)                                                    200,000              -
Property and equipment (Note 6)                                               5,739         45,399
Medical technology licenses (Note 8)                                      7,081,296      8,889,284
Deferred financial costs (Note 12)                                          202,513              -
---------------------------------------------------------------------  -------------  -------------
Total assets                                                           $  7,495,018   $  9,027,588
---------------------------------------------------------------------  -------------  -------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                             $  1,514,480   $  2,393,067
  Accounts payable and accrued liabilities, related parties (Note 11)       875,572        227,193
  Promissory notes payable (Note 9)                                       1,684,421        348,309
  Promissory notes payable, related parties (Note 9)                        700,000        712,181
---------------------------------------------------------------------  -------------  -------------
Total current liabilities                                                 4,774,473      3,680,750
---------------------------------------------------------------------  -------------  -------------

STOCKHOLDERS' EQUITY: (Note 10)
Common stock, $.0001 par value:
  Authorized 100,000,000 shares;
  Issued: 31,060,156 (2003 - 29,068,768)                                      3,106          2,907
Preferred stock, $.0001 par value.
  Authorized 100,000,000 shares;
  Issued: 63,562 (2003 - 63,562)                                                  6              6
Additional paid-in capital                                               43,111,991     40,679,575
Common share subscriptions                                                   19,000         60,000
Deficit accumulated during the development stage                        (40,413,558)   (35,395,650)
---------------------------------------------------------------------  -------------  -------------
Total stockholders' equity                                                2,720,545      5,346,838
---------------------------------------------------------------------  -------------  -------------
Total liabilities and stockholders' equity                             $  7,495,018   $  9,027,588
---------------------------------------------------------------------  -------------  -------------
</TABLE>

GOING  CONCERN  (Note  1)
COMMITMENTS,  CONTINGENCIES  AND  LEGAL  PROCEEDINGS  (Notes  3,  5  and  15)
PROPOSED  BUSINESS  ACQUISITION  (Note  16)
SUBSEQUENT  EVENTS  (Notes  3  and  17)

APPROVED  BY  THE  DIRECTORS:
_____________________________  Director     _____________________________
Director

See  accompanying  notes  to  consolidated  financial  statements.


                                      F-1
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

CONSOLIDATED  STATEMENTS  OF  OPERATIONS
(Expressed  in  United  States  dollars)

<TABLE>
<CAPTION>
                                                                                              Period from
                                                                                             September 19,
                                                                                                 1994
                                                                  Years ended December 31,   (inception) to
                                                                 --------------------------  December  31,
                                                                     2004          2003          2004
---------------------------------------------------------------  ------------  ------------  -------------
<S>                                                              <C>           <C>           <C>
Expenses:
  Amortization                                                   $ 1,869,108   $ 1,880,315   $  5,864,911
  Loss on foreign exchange                                            15,275        71,899        173,791
  Investor relations:
    Stock-based compensation                                         239,671       434,136      1,449,181
    Incurred                                                           2,372        62,267        983,085
  Legal and accounting                                               314,626       477,030      2,340,573
  Listing and share transfer fees                                    123,379        82,925        485,018
  Management and consulting fees:
    Stock-based compensation                                          44,594        27,500      4,821,662
    Incurred                                                         (39,300)      112,177      2,004,514
  Office and miscellaneous                                            90,672        83,608        512,823
  Rent and occupancy costs                                            58,510       114,088        650,814
  Salaries and benefits:
    Stock-based compensation                                        (335,700)      388,550         52,850
    Incurred                                                         412,129       548,020      1,699,589
  Telephone                                                           16,609        15,791        139,003
  Travel and promotion                                                53,900        41,476      1,178,958
  In-process research and development (Note 3)                             -             -        750,000
  Research and development                                           339,548       367,964      1,246,847
  Royalty fees                                                         5,000             -        105,291
---------------------------------------------------------------  ------------  ------------  -------------
                                                                   3,210,393     4,707,746     24,458,910
---------------------------------------------------------------  ------------  ------------  -------------

Loss before other expense                                         (3,210,393)   (4,707,746)   (24,458,910)
Other income (expense):
  Other income                                                        19,246       104,179        158,320
  Interest  income                                                         -           744         80,419
  Interest  and bank charges:
    Incurred                                                        (409,418)     (179,015)    (1,312,267)
    Amortization of deemed discount (Note 9)                      (1,196,042)     (262,137)    (3,937,772)
  Equity in loss of investments: (Note 7)
    Prion Developmental Laboratories, Inc.                                 -             -     (2,436,553)
      Biotherapies Incorporated                                            -             -     (5,437,610)
      Biomedical Diagnostics, LLC                                          -             -     (3,357,253)
  Gain (loss) on debt settlements                                   (221,301)      501,189        624,803
---------------------------------------------------------------  ------------  ------------  -------------
Loss for the period                                              $(5,017,908)  $(4,542,786)  $(40,076,823)
---------------------------------------------------------------  ------------  ------------  -------------

Loss per common share, basic and diluted (Notes 2(k) and 10(b))  $     (0.17)  $     (0.17)  $      (3.42)
---------------------------------------------------------------  ------------  ------------  -------------
Weighted average number of common shares outstanding,
basic and diluted                                                 29,690,990    27,201,652     11,698,009
---------------------------------------------------------------  ------------  ------------  -------------
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                      F-2
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY
(Expressed  in  United  States  dollars)

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                <C>           <C>          <C>         <C>         <C>          <C>         <C>         <C>          <C>
Issue of
  common
  stock for
  cash on
  organization
  of the
  Company at
  approximately
  $0.001 per
  share . . . . .    8,816,992        8,817           -           -            -            -           -           -       8,817
Loss for the
  period. . . . .            -            -           -           -            -            -           -    (147,192)   (147,192)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
  31, 1995           8,816,992       8,817           -            -            -            -           -    (147,192)   (138,375)

Consolidation
  of shares in
  November
  on a 50 for
  1 basis . . . .   (8,640,456)      (8,799)          -           -            -            -       8,799           -           -
Loss for the
  period. . . . .            -            -           -           -            -            -           -    (184,403)   (184,403)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
31, 1996               176,536           18           -            -            -           -       8,799    (331,595)   (322,778)

Issue of
  common
  stock for
  settlement
  of debt . . . .    3,000,000          300           -           -            -            -     119,700           -     120,000
Loss for the
  period. . . . .            -            -           -           -            -            -           -    (191,118)   (191,118)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
31, 1997             3,176,536          318           -            -            -           -     128,499    (522,713)   (393,896)

Issue of
  common
  stock for
  settlement
  of debt . . . .    3,000,000          300           -           -            -            -     347,095           -     347,395
Issue of
  common
  stock for cash
  at $0.70 per
  share . . . . .    1,010,000          101           -           -            -            -     708,736           -     708,837
Loss for the
  period. . . . .            -            -           -           -            -            -           -  (1,077,958) (1,077,958)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
31, 1998             7,186,536          719           -            -            -           -   1,184,330  (1,600,671)   (415,622)
</TABLE>


                                      F-3
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Stockholders'  Equity  (Continued)
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                <C>           <C>          <C>         <C>         <C>          <C>         <C>         <C>          <C>
Issue of
  common
  stock for
  settlement
  of debt . . . .      872,500           87           -           -            -            -     872,413           -     872,500
Common stock
  returned. . . .          (39)           -           -           -            -            -           -           -           -
Issue of
  common
  stock for
  services. . . .       60,000            6           -           -            -            -      59,994           -      60,000
Issue of
  common
  stock for
  shares of
  Biotherapies
  Incorporated. .       60,000            6           -           -            -            -     239,994           -     240,000
Issue of
  preferred
  stock for
  cash
  (net of
  beneficial
  feature). . . .            -            -           -           -    2,000,000          200   5,210,976           -   5,211,176
Fair value
  of options
  issued to
  consultants . .            -            -           -           -            -            -      81,252           -      81,252
Beneficial
  feature of
  preferred
  stock
  issued
  (note 9(a)) . .            -            -           -           -            -            -     354,735           -     354,735
Deemed
  dividends
  on preferred
  stock
  (note 9(a)) . .            -            -           -           -            -            -     232,065    (232,065)          -
Loss for the
  period. . . . .            -            -           -           -            -            -           -  (1,737,210) (1,737,210)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
  31, 1999           8,178,997          818           -           -    2,000,000          200   8,235,759  (3,569,946)  4,666,831

Issue of
  common
  stock for
  settlement of
  debt. . . . . .      240,528           24           -           -            -            -     309,498           -     309,522
Exercise of
  share
  purchase
  warrants
  for cash. . . .        9,000            1           -           -            -            -      62,999           -      63,000
Exercise of
  stock
  options for
  cash. . . . . .       68,500            7           -           -            -            -     129,593           -     129,600
Issue of
  common
  stock for
  cash (net
  of cash
  share issue
  costs of
  $214,139 and
  non-cash of
  $26,500) at
  approximately
  $3.65 per
  share . . . . .      629,586           63           -           -            -            -   2,058,013           -   2,058,076
</TABLE>


                                      F-4
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Stockholders'  Equity  (Continued)
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                <C>           <C>          <C>         <C>         <C>          <C>         <C>         <C>          <C>
Issue of
  common
  stock for
  financing
  services
  provided. . . .        2,000            -           -           -            -            -      26,500           -      26,500
Issue of
  common
  Stock on
  acquisition . .    1,100,000          110           -           -            -            -   4,330,590           -   4,330,700
Issue of
  warrants
  to
  holders
  of
  promissory
  notes . . . . .            -            -           -           -            -            -     897,554           -     897,554
Issue of
  common
  stock on
  conversion
  of
  convertible
  preferred
  shares. . . . .      758,464           76           -           -     (758,464)         (76)          -           -           -
Deemed
  dividends
  on
  preferred
  stock
  (note 9(a)) . .            -            -           -           -            -            -     122,670    (122,670)          -
Fair value of
  Options
  Issued to
  employees
  and
  consultants . .            -            -           -           -            -            -     686,448           -     686,448
Common shares
  subscribed,
  not issued. . .            -            -     150,001           -            -            -           -           -     150,001
Note receivable
  share
  subscriptions .            -            -    (150,001)          -            -            -           -           -    (150,001)
Loss for the
 period . . . . .            -            -           -           -            -            -           -  (5,868,006) (5,868,006)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
  31, 2000,
  carried
  forward . . . .   10,987,075        1,099           -           -    1,241,536          124  16,859,624  (9,560,622)  7,300,225
</TABLE>


                                      F-5
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Stockholders'  Equity  (Continued)
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                 <C>          <C>          <C>         <C>         <C>           <C>          <C>         <C>          <C>

Balance,
  December 31,
  2000, brought
  forward. . . . .   10,987,075        1,099          -           -     1,241,536          124   16,859,624  (9,560,622) 7,300,225

Issue of
 Common
  stock for
  settlement
  of debt and
  accrued
  interest . . . .    1,004,605          100          -           -             -            -    1,757,959            - 1,758,059
Issue of
  Common
  shares for
  cash (net of
                    $    15,001
  non-cash
  issue costs) at
  approximately
  $2.12 per share.       70,589            7          -           -             -            -      134,994            -   135,001
Issue of
  Common
  stock
  for share
  financing
  services
  provided . . . .       21,559            2          -           -             -            -       42,549            -    42,551
Issuance of
  Common
  stock for
  cash (net
  of cash
  share issue
  costs of
  $86,515 and
  non-cash of
  $27,550) at
  approximately
  $1.55 per
  share. . . . . .      691,000           69          -           -             -            -      957,366            -   957,435
Issue of
  Common
  stock on
  conversion of
  convertible
  preferred
  shares . . . . .    1,064,974          106          -           -    (1,064,974)        (106)           -            -         -
Issue of
  Common
  stock on
  settlement
  of debt and
  accrued
  interest . . . .    2,000,000          200          -           -             -            -    2,499,800            - 2,500,000
</TABLE>


                                      F-6
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Stockholders'  Equity  (Continued)
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                 <C>          <C>          <C>         <C>         <C>           <C>          <C>         <C>          <C>

Issue of
  Common
  stock for
  goods and
  services
  provided . . . .      111,510           11     50,000      91,250             -            -      237,849            -   329,110
Stock options
  exercised. . . .      196,500           20          -           -             -            -      217,980            -   218,000
Shares
  issued to
  Biotherapies,
  Inc. (note 6(a))      600,000           60          -           -             -            -    1,679,940            - 1,680,000
Fair value of
  options and
  warrants
  issued to
  consultants
  and major
  shareholders
  for consulting
  and general
  financing
  services . . . .            -            -          -           -             -            -    2,922,628            - 2,922,628
Shares
  issued to
  Biotherapies
  Inc. (note 3). .    2,524,030          252          -           -             -            -    4,719,684            - 4,719,936
Issue of
  Common
  stock for
  cash (net
  of $93,451
  of cash
  and $32,556
  of non-cash
  share issue
  costs) at
  approximately
  $1.50 per
  share. . . . . .      667,101           67          -           -             -            -      874,577            -   874,644
Subscription
  Receivable
  for issued
  shares . . . . .            -            -          -           -             -            -      (15,000)           -   (15,000)
Common
  Shares
  subscribed,
  not issued . . .            -            -     60,000      90,000             -            -            -            -    90,000
Fair value
  of warrants
  issued
  for share
  financing
  costs. . . . . .            -            -          -           -             -             -      32,556            -    32,556
Issue of
  Common
  stock for
  property
  and
  equipment. . . .        5,889            1          -           -             -            -       11,188            -    11,189
</TABLE>


                                      F-7
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Stockholders'  Equity  (Continued)
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                 <C>          <C>          <C>         <C>         <C>           <C>          <C>         <C>          <C>

Dilution
  gain on
  shares
  issued
  by investee. . .            -            -          -           -             -            -       53,635            -    53,635
Fair value
  of options
  and
  warrants
  issued to
  promissory
  note
  holders. . . . .            -            -          -           -             -            -      885,427            -   885,427
Fair value
  of
  beneficial
  conversion
  feature of
  promissory
  note . . . . . .            -            -          -           -             -            -      534,288            -   534,288
Loss for the
  period . . . . .            -            -          -           -             -            -            -(15,368,941)(15,368,941)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December 31,
2001                 19,944,832        1,994    110,000     181,250       176,562           18   34,407,044(24,929,563)  9,660,743

Issue of
  Common
  Stock
  Previously
  Subscribed
  for. . . . . . .      110,000           11   (110,000)   (181,250)            -            -      181,239            -         -
Issue of
  Common
  stock for
  cash (net
  of cash
  share issue
  costs of
  $104,958 and
  non-cash of
  $147,826) at
  approximately
  $1.19 per
  share. . . . . .      823,786           82    447,128     277,750             -            -      449,946            -   727,778
Issue of
  Common
  stock on
  conversion
  of
  convertible
  preferred
  shares . . . . .      112,000           12          -           -      (112,000)         (12)           -            -         -
Issue of
  Common
  stock for
  services
  provided
  and
  settlement
  of accounts
  payable and
  accrued
  liabilities. . .      498,377           50          -           -             -            -      556,028            -   556,078
</TABLE>


                                      F-8
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Stockholders'  Equity  (Continued)
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                 <C>          <C>          <C>         <C>         <C>           <C>          <C>         <C>          <C>
Issue of
  Common
  stock for
  settlement
  of debt and
  accrued
  interest
  (note 8(d)). . .    3,243,047          324          -           -             -            -    1,621,199            - 1,621,523
Stock
  Options
  exercised. . . .       36,097            3          -           -             -            -       38,200            -    38,203
Fair value
  of options
  and
  warrants
  issued to
  promissory
  note
  holders. . . . .            -            -          -           -             -            -       76,815            -    76,815
Fair value
  of
  beneficial
  conversion
  feature of
  promissory
  note . . . . . .            -            -          -           -             -            -       31,037            -    31,037
Extinguishment
  of stock
  appreciation
  rights plan
  (note 9(d)). . .            -            -          -           -             -            -      632,066            -   632,066
Fair value
  of stock
  options
  issued to
  consultants. . .            -            -          -           -             -            -       11,737            -    11,737
Fair value
  of warrants
  issued on
  private
  placements . . .            -            -          -           -             -            -            -            -         -
Fair value
  of warrants
  issued for
  share
  financing
  costs. . . . . .            -            -          -           -             -            -      147,826            -   147,826
Loss for the
  period . . . . .            -            -          -           -             -            -            -  (5,923,301)(5,923,301)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
  31, 2002,
  carried forward.   24,768,139        2,476    447,128     277,750        64,562            6   38,153,137  (30,852,864)7,580,505
</TABLE>


                                      F-9
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Stockholders'  Equity  (Continued)
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Deficit
                         Common  shares            Common  share           Preferred  shares               accumulated     Total
                   -------------------------       subscriptions      -----------------------  Additional    during        stock-
                     Number                     --------------------     Number                 paid-in    development    holders'
                    of shares      Amount       Number      Amount     of shares     Amount     capital       stage        equity
-----------------------------------------------------------------------------------------------------------------------------------
                                     $                        $                        $           $            $            $
<S>                 <C>          <C>          <C>         <C>         <C>           <C>          <C>         <C>          <C>
Balance,
  December
  31, 2002,
  brought forward .  24,768,139        2,476    447,128     277,750        64,562            6   38,153,137  (30,852,864)7,580,505

Issue of
  Common
  Stock
  Previously
  Subscribed
  for . . . . . . .     447,128           45   (447,128)   (277,750)            -            -      277,705            -         -
Issue of
  Common
  stock for
  cash (net
  of cash
  share issue
  costs of
  $ 174,152
  and non-cash
  of $240,559). . .     2,410,111        241          -           -             -            -      533,348            -   533,589
Issue of
  Common
  stock on
  conversion
  of
  convertible
  preferred
  shares. . . . . .         1,000          -          -           -        (1,000)           -            -            -        -
Issue of
  Common
  stock for
  services
  provided
  and
  settlement
  of accounts
  payable and
  accrued
  liabilities . . .     1,442,390        145          -           -             -            -    1,265,823            - 1,265,968
Fair value
  of
  beneficial
  conversion
  feature
  and discounts
  of promissory
  notes . . . . . .            -           -          -           -             -            -       61,012            -    61,012
Common
  Share
  subscriptions . .            -           -    150,000      60,000             -            -            -            -    60,000
Employee
  stock option
  compensation
  expense
  of option
  repricing . . . .             -          -          -           -             -            -      388,550            -   388,550
Loss for the
  period. . . . . .            -           -          -           -             -            -            -  (4,542,786)(4,542,786)
-----------------------------------------------------------------------------------------------------------------------------------

Balance,
  December
  31, 2003. . . . .    29,068,768      2,907    150,000      60,000        63,562            6   40,679,575  (35,395,650)5,346,838
Issue of
 common stock
 previously
 subscribed for . .       150,000         15     (150,000)  (60,000)            -            -       59,985            -         -
Issue  of
 common  stock
 for cash (net
 of share issue
 costs of $551) . .       407,224         41            -         -             -            -       85,853            -    85,894
Issue  of
 common stock
 for services
 provided and
 settlement of
 accounts payable
 and  accrued
 liabilities. . . .     1,434,164        143            -         -             -            -      566,005            -   566,148
Fair  value of
 amendments to
 options and
 warrants
 previously issued
 for services
 and  debt. . . . .             -          -            -          -            -            -      178,957            -   178,957
Employee  stock
 Option
 compensation
 expense (recovery)             -          -            -          -            -            -     (335,700)           -  (335,700)
Fair  value  of
 warrants  issued
 for  commissions
 on convertible
 notes issued . . .             -          -            -          -            -            -      397,336            -   397,336
Financing proceeds
 allocated  to
 warrants issued
 with  convertible
 notes. . . . . . .             -          -            -          -            -            -      512,100            -   512,100
Financing proceeds
 allocated  to
 beneficial
 conversion  option
 on convertible
 notes. . . . . . .             -          -            -          -            -            -      967,880            -   967,880
Common  stock
 subscriptions. . .             -          -      100,000     19,000            -            -            -            -    19,000
Loss for the period             -          -            -          -            -            -            -  (5,017,908)(5,017,908)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December
 31, 2004 . . . . .    31,060,156  $   3,106      100,000  $  19,000       63,562  $         6  $43,111,991 $(40,413,558)$2,720,545
===================================================================================================================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                      F-10
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(Expressed  in  United  States  dollars)

<TABLE>
<CAPTION>

                                                                                                        Period  from
                                                                                                        September 19,
                                                                                                            1994
                                                                             Years ended December 31,  (inception) to
                                                                            --------------------------  December  31,
                                                                                2004          2003          2004
--------------------------------------------------------------------------  ------------  ------------  -------------
<S>                                                                         <C>           <C>           <C>
Cash flows from operating activities:
  Loss for the period                                                       $(5,017,908)  $(4,542,786)  $(40,058,823)
  Items not affecting cash:
    Amortization                                                              1,869,108     1,880,315      5,864,911
    Deemed discount amortization on promissory notes                          1,196,042       262,137      4,046,105
    Equity in loss on investment of Biomedical Diagnostics LLC                        -             -      3,357,253
    Equity in loss on investment of Biotherapies, Inc.                                -             -      5,437,610
    Equity in loss on investment of Prion Developmental Laboratories, Inc.            -             -      2,436,553
    In-process research and development                                               -             -        750,000
    Stock compensation                                                          (51,404)      850,186      5,179,636
    Stock appreciation rights plan                                                    -             -         29,230
    Loss (gain) on debt settlement                                              221,301      (501,189)      (642,803)
    Changes in operating assets and liabilities:
      Accounts and other receivables                                              2,135        (3,688)        (4,835)
      Prepaid expenses                                                            2,900       150,395        103,866
      Accounts payable and accrued liabilities                                   36,710     1,087,414      5,697,672
      Due from related party                                                          -             -              -
--------------------------------------------------------------------------  ------------  ------------  -------------
  Net cash used in operating activities                                      (1,741,116)     (817,216)    (7,803,625)
--------------------------------------------------------------------------  ------------  ------------  -------------
Cash flows from investing activities:
  Capital expenditures on property and equipment                                (21,460)       (9,298)      (146,616)
  Loan receivable                                                              (200,000)            -       (200,000)
  Purchase of shares and bonds of Biotherapies, Inc.                                  -             -     (2,643,976)
  Investment in Prion Developmental Laboratories, Inc.                                -             -     (2,436,553)
  Acquisition of Biomedical Diagnostics, LLC, net of cash acquired                    -             -     (2,696,756)
  Cash acquired on consolidation                                                      -             -          8,617
  Investment in Biomedical Diagnostics, LLC                                           -             -     (3,000,000)
  Investment in I.D. Certify, Inc.                                                    -             -       (800,160)
  Increase in deferred financing costs                                         (379,088)            -       (379,008)
  Purchase of short-term investments                                                  -       (74,511)      (441,511)
  Redemption of  short-term investments                                          74,511             -        441,511
  Deposit on future acquisitions                                                      -             -        (50,000)
  Due from related party                                                              -      (31,903)              -
--------------------------------------------------------------------------  ------------  ------------  -------------
  Net cash used in investing activities                                        (526,037)      (51,906)   (12,344,452)
--------------------------------------------------------------------------  ------------  ------------  -------------
Cash flows from financing activities:
  Exercise of share purchase warrants                                                 -             -         63,000
  Exercise of stock options                                                           -             -        385,803
  Issuance of promissory notes                                                2,315,000        21,681      8,179,428
  Repayment of promissory notes                                                (142,181)       (9,500)      (751,681)
  Common stock issued for cash                                                   86,445       774,148      6,279,047
  Common stock subscriptions                                                          -        60,000        427,750
  Preferred stock issued for cash                                                     -             -      5,565,911
--------------------------------------------------------------------------  ------------  ------------  -------------
  Net cash provided by financing activities                                   2,259,264       846,329     20,149,258
--------------------------------------------------------------------------  ------------  ------------  -------------
Net increase (decrease) in cash and cash equivalents                             (7,889)       (2,790)         1,181
Cash and cash equivalents, beginning of period                                    9,070        11,860              -
--------------------------------------------------------------------------  ------------  ------------  -------------
Cash and cash equivalents, end of period                                    $     1,181   $    (9,070)  $      1,181
--------------------------------------------------------------------------  ------------  ------------  -------------
                                                                                                         Continued...
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.

                                      F-11
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(Expressed  in  United  States  dollars)

<TABLE>
<CAPTION>

                                                                                                        Period  from
                                                                                                        September 19,
                                                                                                            1994
                                                                             Years ended December 31,  (inception) to
                                                                            --------------------------  December  31,
                                                                                2004          2003          2004
--------------------------------------------------------------------------  ------------  ------------  -------------
<S>                                                                         <C>           <C>           <C>
Continued...

SUPPLEMENTAL DISCLOSURE:
Cash paid for:
    Income taxes                                                            $          -  $          -  $          -
    Interest                                                                $     22,545  $        752  $    310,630

NON-CASH FINANCING AND INVESTING ACTIVITIES:
  Common stock issued to settle or upon conversion of
 promissory notes payable and amounts payable and
 accrued liabilities                                                        $    446,246  $    448,173  $  8,979,497
  Common stock issued for shares of Biotherapies, Inc.
 and patents                                                                $          -  $          -  $  4,570,700
  Discounts and beneficial conversion feature on
 promissory notes                                                           $  1,479,981  $     61,012  $  3,966,114
  Deemed dividends on preferred shares                                      $          -  $          -  $    354,735
  Common stock issued on conversion of preferred shares                     $          -  $          -  $        194
  Contribution to Biomedical Diagnostics, LLC of rights
 acquired                                                                   $          -  $          -  $  2,680,860
  Issuance of common stock on acquisition (Note 7(a))                       $          -  $    240,559  $  1,680,000
  Shares issued as consideration for acquisition of 50%
 interest in LLC (Note 3)                                                   $          -  $          -  $  4,719,336
  Subscription receivable for issued common shares                          $     19,000  $          -  $     34,000
  Common stock issued for fixed asset                                       $          -  $          -  $    111,189
  Extinguishment of stock appreciation rights plan (Note 10(d))             $          -  $          -  $    632,066
  Conversion of trade payables to promissory notes                          $          -  $     60,000  $     60,000
  Forgiveness of salaries                                                   $          -  $    489,905  $    489,905
  Fair value of warrants issued as commission on
 convertible notes                                                          $    480,470  $          -  $    480,470
--------------------------------------------------------------------------  ------------  ------------  -------------
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.

                                      F-12
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

1.     NATURE  OF  DEVELOPMENT  STAGE  ACTIVITIES  AND  GOING  CONCERN

     The  Company  changed  its  name from Biolabs, Inc. to Genesis Bioventures,
Inc.  on  October  29,  2001. Biolabs, Inc. was incorporated in the State of New
York  on  September  19,  1994.  The  Company, through its subsidiary and equity
investment  companies,  is  engaged  in  the business of identifying and funding
promising  biotechnology  companies  involved  in  research  and related product
development  in  the  fields  of  cancer  and  neurodegenerative  diagnostics.

     At  December  31,  2004,  the  Company  holds  equity  interest  in  Prion
Developmental Laboratories, Inc. ("PDL"), a private company that is developing a
diagnostic test for prion diseases, a family of fatal neurodegenerative diseases
that includes BSE or "Mad Cow Disease". Furthermore, Biomedical Diagnostics, LLC
("Diagnostics"), a wholly-owned subsidiary, has developed a screening diagnostic
for  breast  cancer  and  through  its  license  agreements  plans on developing
potential  screening  diagnostics  for  the  detection  of  ovarian and prostate
cancers.

     These  financial  statements have been prepared on a going concern basis in
accordance  with  United  States  generally  accepted accounting principles. The
going  concern  basis  of  presentation  assumes  the  Company  will continue in
operation  throughout  the  next fiscal year and into the foreseeable future and
will be able to realize its assets and discharge its liabilities and commitments
in the normal course of business. Certain conditions, discussed below, currently
exist  which  raise  substantial doubt upon the validity of this assumption. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.

     As of December 31, 2004, the Company is considered to be in the development
stage  as  substantially all efforts are being directed towards the research and
related  development  of  medical diagnostics, and the Company has not generated
revenues  from  these  principal  business  activities.  The  Company's  future
operations are dependent upon the Company's ability to remain compliant with its
medical  technology  license  agreement with the University of Michigan (Notes 3
and  8),  obtain  third  party  financing  in  the  form  of debt and equity and
ultimately  to  generate  future  profitable  operations  or  income  from  its
operations. Furthermore, the Company's equity investments have been written down
to  $NIL  and  may  require  additional  funding  from  the  Company to continue
research  and  development and other operating activities. The Company continues
to  experience  negative  cash  flows  from  operations  and is currently not in
compliance with the repayment terms on certain promissory note obligations (Note
9).  The  Company  has  a  working  capital  deficiency  at December 31, 2004 of
$4,692,584  (2003 - $3,587,845) and during the year ended December 31, 2004 used
cash  flow  in operating activities of $1,685,186 (2003 - $817,216). The Company
is  currently  seeking additional funds through future debt or equity financings
to  offset future cash flow deficiencies. Such financing may not be available or
may  not  be available on reasonable terms. The resolution of this going concern
issue  is  dependent  on the realization of management's plans. If management is
unsuccessful  in  raising  future  debt  or equity financings, and ultimately in
generating  profitable  operations,  the  Company  will be required to liquidate
assets  for amounts that may be materially less than carrying values and curtail
or  possible  cease  operations.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

(a)     Principles  of  consideration

     The  consolidated  financial statements include the accounts of the Company
and  its  wholly-owned  subsidiary, Biomedical Diagnostics, LLC ("Diagnostics").
The  statement  of operations includes the accounts of Diagnostics from November
30,  2001 (date of acquisition of control) to December 31, 2004. All significant
intercompany  accounts  and  transactions  have  been  eliminated.

     The  Company  accounts  for  its  investment  in  companies in which it has
significant influence by the equity method. The Company's proportionate share of
earnings  (loss)  as  reported, net of amortization of the excess purchase price
over  the  net  assets  acquired, is included in earnings and is added (deducted
from) the cost of the investment. The Company records its proportionate share of
losses of such investments until the carrying value of the investment is reduced
to  $NIL. The Company does not record losses in excess of such amounts as it has
no  obligations  to  provide  additional  funding.  A  loss  in the value of the
Company's  equity investments is recognized when the loss in value is determined
to  be  other than temporary based on the estimated future results of operations
of  the  investee.


                                      F-13
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

                                                                               .
2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  continued

(a)     Principles  of  consideration,  continued

     The  Company  accounts  for  its  investments  in  which  it  does not have
significant  influence  by  the  cost method. Under the cost method, the cost is
adjusted  for  dividends  received  in excess of the Company's pro rata share of
post  acquisition  income or if an other than temporary decline in value occurs.

(b)     Use  of  estimates

     The  preparation  of  financial  statements  in  accordance with accounting
principles  generally  accepted in the United States 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  revenues  and  expenses  for the
reporting  period.  Significant  areas requiring the use of management estimates
relate  to  the  assessment  of  asset  impairment provisions, including medical
technology  licenses  and provisions for contingencies. Significant estimates of
future  operations  and  business  outcomes  were  required  to  determine  the
allocation of consideration paid to acquired businesses in prior years (Note 3),
particularly to the determination of the amounts allocated to medical technology
licenses  and  to  in-process  research  and  development.  Actual  results  may
significantly  differ  from  these  estimates.

(c)     Foreign  currency

     The  functional  currency of the Company and its wholly-owned subsidiary is
the United States dollar. Transactions in foreign currencies are translated into
United  States  dollars at the rates in effect on the transaction date. Exchange
gains  or  losses  arising  on  translation  or  settlement  of foreign currency
denominated  monetary  items  are  included  in  the  statement  of  operations.

(d)     Cash  and  cash  equivalents

     The  Company considers all short-term investments, including investments in
certificates  of  deposit,  with  a maturity date at purchase of three months or
less  to  be  cash  equivalents.

(e)     Prepaid  expenses

     Prepaid  expenses include prepaid insurance and deposits relating to future
royalties.

(f)     Property  and  equipment

     Property  and  equipment are recorded at cost and are depreciated using the
straight-line  method  over  their  estimated  useful  lives  as  follows:

     Furniture  and  fixtures                    5  years
     Machinery  and  equipment                   5  years
     Office  equipment                           4  years
     Computer  hardware  and  software        2 - 3 years
     Website  development  costs                 2  years
     Leasehold  improvements                   Lease term

     The  cost  of  maintenance  and  repairs  are  expensed  as  incurred.

(g)     Medical  technology  licenses

     The Company amortizes the cost of acquired medical technology licenses over
the  lesser  of the license term or the estimated period of benefit. The medical
technology licenses acquired through the Biomedical Diagnostics, LLC acquisition
(Note  3)  are  being  amortized  over  a  period  not  exceeding  seven  years.


                                      F-14
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

                                                                               .
2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  continued

(h)     Income  taxes

     The Company follows the asset and liability method of accounting for income
taxes.  Under this method, current taxes are recognized for the estimated income
taxes  payable  for  the  current  period.

     Deferred  income  taxes  are  provided  based  on  the estimated future tax
effects of temporary differences between financial statement carrying amounts of
assets  and liabilities and their respective tax bases as well as the benefit of
losses  available  to  be  carried  forward  to  future  years for tax purposes.

     Deferred  tax  assets  and liabilities are measured using enacted tax rates
that  are  expected  to  apply  to  taxable  income  in the years in which those
temporary  differences  are  expected  to be recovered or settled. The effect on
deferred  tax  assets  and liabilities of a change in tax rates is recognized in
operations in the period that includes the enactment date. A valuation allowance
is  recorded  for  deferred  tax assets when it is not more likely than not that
such  deferred  tax  assets  will  be  realized.

(i)     Impairment  or  disposal  of  long-lived  assets

     The  Company  applies  the  provisions  in  FASB  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for  the  Impairment or
Disposal  of  Long-Lived  Assets".  Under  this  standard,  an  impairment  loss
calculated  as  the difference between the carrying amount and the fair value of
the  asset,  should be recognized on long-lived assets held and used only if the
carrying  amount  of  the  asset  is  not recoverable from its undiscounted cash
flows.  Long-lived  assets  to  be disposed of other than by sale are considered
held  and  used, until they are disposed of. Long-lived assets to be disposed of
by  sale are measured at the lower of carrying amount or fair value less cost to
sell.  To  the  Company,  long-lived  assets  include property and equipment and
medical  technology  licenses.

     The  Company  evaluates  the  recoverability  of property and equipment and
medical technology licenses whenever events or changes in circumstances indicate
that  the  carrying  value  may  not  be  recoverable. The Company recognized an
impairment loss if the projected undiscounted future cash flows is less than the
carrying amounts. The amount of the impairment charge, if any, is measured equal
to  the  excess  of  the  carrying  value over the asset's fair value, generally
determined  using  the  future  operating cash flows discounted at the Company's
average  rate of cost of funds. The assessment of the recoverability of property
and  equipment  and  medical  technology  licenses will be impacted if estimated
future  cash  flows  differ  from  those  estimates.

(j)     Research  and  development

     Research  and  development  costs  are  expensed  as  incurred.

(k)     Loss  per  share

     Basic  loss per share is computed by dividing loss for the period available
to  common  stockholders  by  the  weighted  average  number  of  common  stock
outstanding  during  the  periods.  Loss  available  to  common  stockholders is
increased  by  dividends  paid  or  payable on preferred stock. Diluted loss per
share  is  computed  using the weighted average number of common and potentially
dilutive  common  stock  issuances,  including options, warrants and convertible
preferred stock, outstanding during the period. As the Company has a net loss in
each  of  the  periods presented, basic and diluted loss per share are the same.

(l)     Stock-based  compensation

     The Company accounts for its employee stock-based compensation arrangements
in  accordance with provision of Accounting Principles Board ("APB") Opinion No.
25,  "Accounting for Stock Issued to Employees", and related interpretations. As
such,  compensation  expense  under  fixed  plans is recorded only if the market
value  of  the underlying stock at the date of grant exceeds the exercise price.
The  Company recognizes compensation expense for stock options, common stock and
other  equity  instruments  issued  to non-employees for services received based
upon  the  fair  value  of  the  equity  instruments  issued as the services are
provided  and  the  securities  earned.


                                      F-15
<PAGE>

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  continued

(l)     Stock-based  compensation,  continued

     The  Company  accounts  for  stock-based  compensation  associated with the
repricing  of  employee  stock options in accordance with the provisions of FASB
Interpretation  No.  44,  "Accounting  for  Certain Transactions Involving Stock
Compensation"  ("FIN  44").  For  accounting purposes, the repricing of existing
stock  options requires variable accounting for the new options granted from the
date  of  modification.  Variable  accounting requires that the intrinsic value,
being the excess of the current market price at the end of each reporting period
in excess of the exercise price of the repriced options, be expensed as non-cash
stock-based  compensation  expense,  until such time as the repriced options are
exercised,  expire  or  are  otherwise  forfeited. Any increase in the intrinsic
value  of  the  repriced  options  will  decrease  reported  earnings,  and  any
subsequent  decreases  in  value  will  increase  reported  earnings.

SFAS  No. 123, "Accounting for Stock-Based Compensation", requires entities that
continue  to  apply  the  provision  of APB Opinion No. 25 for transactions with
employees to provide pro forma net earnings (loss) and pro forma earnings (loss)
per  share  disclosures  for  employee  stock option grants as if the fair value
based  method  defined  in  SFAS No. 123 had been applied to these transactions.
This  information  is  presented  below:

<TABLE>
<CAPTION>
                                                                                Period from
                                                                               September 19,
                                                                                   1994
                                                    Years ended December 31,  (inception) to
                                                   --------------------------  December  31,
                                                       2004          2003          2004
-------------------------------------------------  ------------  ------------  -------------
<S>                                                <C>           <C>           <C>
Net loss, as reported                              $(5,017,908)  $(4,542,786)  $(40,076,823)
  Add:  Employee stock-based compensation
    expense, as reported                              (335,700)      388,550         52,850
  Deduct:  Total stock-based compensation expense
    determined under fair value method                (416,197)     (148,353)    (1,799,947)
  Pro forma net loss                               $(5,769,805)  $(4,302,589)  $(41,823,920)
  Basic and diluted loss per share:
    As reported                                          (0.17)        (0.17)         (3.42)
    Pro forma                                            (0.19)        (0.16)         (3.58)
</TABLE>

The  weighted  average  fair  value  of  options  granted with an exercise price
greater  than the market price during the years ended December 31, 2002 and 2001
was  $0.63  and  $0.93 per option, respectively.  No options were granted during
the  year  ended  December 31, 2003.  The weighted average fair value of options
granted  with  an  exercise  price  equal  to market price during the year ended
December  31,  2001  was  $1.44  per option.  The weighted average fair value of
options  granted  with  an  exercise price less than the market price during the
year  ended  December  31,  2001  was  $2.11  per  option.

The Company has estimated the fair value of each option on the date of the grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions:

                                                         2004     2003
----------------------------------------------------------------------------
     Expected  dividend  yield                           0.0%     0.0%
     Expected  stock  price  volatility               99.6%     106.0%
     Risk-free  interest  rate                           4.5%     3.9%
     Expected  life  of  options                   5.0  years     3.1  years
----------------------------------------------------------------------------


                                      F-16
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

                                                                               .
2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  continued

(m)     Recent  accounting  pronouncements

     In  December  2004,  the  FASB issued revised SFAS No. 123 (SFAS No. 123R),
Share-Based  Payment.  This  standard  eliminates  the  ability  to  account for
share-based  compensation  transactions  using  the intrinsic value-based method
under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees,  and requires instead that such transactions be accounted for using a
fair  value  based  method.  SFAS No. 123R is effective for financial statements
issued  at  the beginning of the next fiscal year that begins after December 15,
2005.  The  adoption  of this accounting pronouncement is not expected to have a
material  effect  on  the  consolidated  financial  statements.

     In  December  2004,  the  FASB  issued  FAS  153, Exchanges of Non-monetary
Assets.  The  provisions  of  this statement is effective for non-monetary asset
exchanges  occurring  in  fiscal  periods  beginning  after  June  15, 2005. The
provisions of this statement should be applied prospectively, and eliminates the
exception  from  fair  value  measurement  for non-monetary exchanges of similar
productive  assets  in  paragraph  21(b)  of  APB Opinion No. 29, Accounting for
Non-monetary  Transactions, and replaces it with an exception for exchanges that
do  not have commercial substance. The adoption of this accounting pronouncement
is  not  expected  to  have  a  material  effect  on  the consolidated financial
statements.

(n)     Comparative  figures

     Certain  comparative figures have been reclassified to conform to the basis
of  presentation  adopted  for  the  current  year.

3.     ACQUISITION

     Biomedical  Diagnostics  LLC:

     On  November  30,  2001, the Company entered into a Purchase Agreement (the
"Purchase  Agreement")  with  Biotherapies, Incorporated, a Michigan corporation
("Biotherapies"),  pursuant  to  which  the  Company  acquired Biotherapies' 50%
interest  in Biomedical Diagnostics LLC (the "LLC" or "Diagnostics"), a Michigan
limited  liability  company.  Diagnostics'  principal  operations  include  a
diagnostic  technology  platform  for  application  in  the detection of various
diseases  including  breast,  ovarian  and  prostate  cancers.

     Total  consideration  and  advances  paid or payable by the Company on this
acquisition  totaled $8,840,408.  The Company paid Biotherapies $2,340,000 cash,
including prepaid royalties and advances totaling $290,000, and issued 2,524,030
shares  of  its common stock with a fair value of $4,719,936.  The fair value of
common shares represents the average quoted market value of the Company's common
shares  on  the  acquisition  consummation date of November 30, 2001 and the two
days  preceding  that  date.  On  May 30, 2002, the six-month anniversary of the
signing  of  the  Purchase  Agreement,  the  Company  was  required  to  make an
additional  cash  payment  to  Biotherapies  in  the amount of $1,500,000.  This
obligation  was  been recorded at its estimated fair value, using a 12% discount
rate,  of  $1,415,100.  The  discount  of  $84,900 was accreted through interest
expense  by  the  interest  method  over  the  period  to  May  30,  2002.

     On  May  30,  2002,  the  Company did not have sufficient funds to make the
payment  of  the  aforementioned $1,500,000 and entered into an Amendment to the
Purchase  Agreement  with  Biotherapies  extending  the  time  for  the payment.


                                      F-17
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

3.     ACQUISITION,  continued

     Biomedical  Diagnostics  LLC,  continued:

     Under  the  terms  of  the Amendment to the Purchase Agreement, the Company
agreed  to pay Biotherapies a penalty of $500 per day for each day after May 30,
2002  that  the  $1,500,000  remains outstanding, provided that after August 31,
2002,  Biotherapies  shall  accept  the  following  common shares in lieu of the
penalty:

(i)     if  the  $1,500,000  has  not  been  paid by September 1, 2002, then the
Company  shall  transfer  164,864 common shares of Biotherapies capital stock to
Biotherapies  as  of  September  1,  2002;  and

(ii)     if  the  $1,500,000  has  not  been  paid  by October 1, 2002, then the
Company  shall  transfer  an  additional  329,727  common shares of Biotherapies
capital  stock  to  Biotherapies  as  of  October  1,  2002;  and

(iii)     if  the  $1,500,000  has  not  been paid by November 1, 2002, then the
Company  shall  transfer  an  additional  329,728  common shares of Biotherapies
capital  stock  to  Biotherapies  as  of  November  1,  2002;  and

(iv)     if  the  additional  funds have not been paid by December 1, 2002, then
the  Company  shall transfer an additional 601,094 common shares of Biotherapies
capital stock to Biotherapies as of December 1, 2002 and any further obligations
of  the  Company to pay Biotherapies the $1,500,000 shall be deemed satisfied as
of  December  1,  2002.

     As  at  December  31, 2002, the Company had not paid the $1,500,000 and has
transferred  the  shares  referred  to  in  (i),  (ii),  (iii) and (iv) above to
Biotherapies  (Note  7(b)),  resulting  in  a  gain  on  settlement  of  debt.

     All  other  terms  and  conditions of the Purchase Agreement remain in full
force  and  effect.

     Concurrently  with the execution of the Purchase Agreement, the Company and
Biotherapies  entered  into  numerous  other  agreements,  including  a  certain
Mammastatin  Sublicense  Agreement  ("MSA") and a certain P&O Technology License
Agreement.  Pursuant  to  the  Sublicense Agreement, Biotherapies granted to the
Company  rights to make, use and sell certain proteins and antibodies, and tests
to  develop  or  sell  additional  antibodies  and/or  diagnostic assays for the
diagnosis  of breast, prostate and/or ovarian cancers.  Under the agreement, the
Company  is  required to pay Biotherapies a royalty of between ten percent (10%)
and  twenty  percent (20%) of net sales generated, depending on the level of net
sales  in  a  given  year.  As  of  December  31, 2001, the Company had pre-paid
royalty  payments  pursuant  to  the  Mammastatin Sublicense Agreement totalling
$100,000  which  were written down to nil in 2002 as a result of the termination
of  the  license  described  below.

     Biotherapies  may  terminate  the  MSA if the Company fails to (i) meet its
commitment  to fund operating costs of the LLC of at least $1,000,000 in support
of  product development of the mammastatin, prostate and ovarian technologies on
or before November 30, 2002; (ii) make any royalty payments due to Biotherapies;
or  (iii) achieve gross sales of the licensed technology of $7,500,000 within 24
months of the signing of the Purchase Agreement and $20,000,000 within 36 months
of  the signing of the Purchase Agreement.  The Company can cure the gross sales
default  by  satisfying  the royalty obligations that would have accrued had the
target  gross  sales  been  met.  Biotherapies  may terminate the P&O Technology
License  Agreement if the Company fails to meet its commitment to fund operating
costs  of  the  LLC of at least $1,000,000 or fails to make any required royalty
payments  due  to  Biotherapies.

     During the year ended December 31, 2004, $NIL (2003 - $NIL) was paid toward
the commitment under (i) for a cumulative total of $487,700.  In September 2002,
Biotherapies  issued  a default notice giving the Company six months to cure all
defaults.  Prior  to  the  expiration  of the cure period referred to above, the
University of Michigan revoked Biotherapies' license and granted directly to the
Company  the  rights  to  carry  on  with  its development until further notice.
Accordingly,  the  MSA  was terminated subsequent to year end and the Company no
longer  has  royalty  commitments  to  Biotherapies.


                                      F-18
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

3.     ACQUISITION,  continued

     Biomedical  Diagnostics  LLC,  continued:

     On May 14, 2003, the Company signed a license agreement with the University
of  Michigan  for the exclusive rights to the Mammastatin technology.  The terms
of  the agreement were amended to require the license issue fees of $150,000 due
on  or before February 29, 2004.  The full amount of license issue fees was paid
in  March  2004.  Other requirements include royalty fees of 3% - 5% of net sale
revenues  generated  and  20%  of revenue not based on net sales, annual license
maintenance  fees  of  $25,000  to  $100,000  and  milestone payments on meeting
certain  significant  development  targets.  Failure  of the Company to meet any
payment,  including  any  extension  provided  within  the agreement, allows the
University  to  terminate  the  agreement.  If  the  agreement  is  ultimately
terminated  and  the  Company's  access  to  the  mammastatin  technology is not
re-established,  the  Company will likely be required to recognize an impairment
in  the  value  of  its  medical  technology licenses which totals $7,081,296 at
December  31,  2004.

     The  Diagnostics  acquisition  was recorded by the purchase method with the
results  of  Diagnostics  consolidated  with  the  Company's  from  the  date of
acquisition  on  November  30,  2001.  Prior  to  this  acquisition, the Company
accounted  for its investment in Diagnostics using the equity method.  The total
purchase  price  and  advances  of  $8,840,408  was  allocated to the net assets
acquired  based  upon  their  relative  fair  values  as  follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------
Fair value of assets acquired:
<S>                                                    <C>
  Medical technology licenses                          $8,321,364
  In-process research and development                     750,000
  Other current assets                                      8,617
  Other assets                                             66,629
  Prepaid royalty costs                                   100,000
  Stock appreciation rights plan liabilities assumed     (301,418)
  Other current liabilities assumed                      (104,784)
-------------------------------------------------------------------
                                                       $8,840,408
-------------------------------------------------------------------
Consideration:
  Cash                                                 $2,340,000
  Common shares                                         4,719,936
  Loan payable ($1,500,000 less discount)               1,415,100
  Expenses of acquisition                                 365,372
-------------------------------------------------------------------
                                                       $8,840,408
-------------------------------------------------------------------
</TABLE>

     The  allocation  of  the  cost  of  the  Company's  acquisition  to medical
technology  licenses  of  $8,321,364  reflects  the estimated value of completed
screening  technology  for  the  diagnosis  of  breast  cancer and its potential
application  to  ovarian  and  prostate  cancer  screening  tests, which will be
amortized  over  the  estimated  period  of  benefit  of  seven years. The value
assigned  to in-process research and development of $750,000 was expensed at the
date  of  acquisition  and  represents  the  estimated  fair  value  of research
in-progress  at  the  acquisition  date  related  to a new detection process and
research and development related to a serum and screening diagnostic for ovarian
and  prostate cancers. The estimated fair value of these projects was determined
by  management  using  a  discounted  cash  flow  model,  using  discount  rates
reflecting  the  stage  of  completion  and  the  risks affecting the successful
development  and  commercialization  of  the processes and diagnostic tests that
were  valued.

4.     LOAN  RECEIVABLE

     On  March  12,  2004,  the  Company  signed  a  definitive merger agreement
("agreement")  with  Corgenix  Medical  Corporation  of  Westminster,  Colorado
("Corgenix")  to  combine  the  two  companies.

                                      F-19
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

4.     LOAN  RECEIVABLE,  continued

     The Company advanced $500,000 to Corgenix as provided for in the agreement.
The  $500,000 advanced to Corgenix was used for expense related to the merger as
well  as  general  corporate  purposes. Under the terms of the agreement, if the
merger  is  not consummated, the advance will convert into a fixed two year term
note  ("term note"), bearing interest at the prime rate in effect as of the date
of  termination of the transaction, and repayable over four semi-annual payments
of  principle  and  accrued  interest.  The term note will be convertible at the
election  of  the Company into common stock of Corgenix at a conversion price of
$0.568  per  share.

     In  November  2004,  Corgenix repaid a portion of the loan in the amount of
$30,000.

     On  January  14,  2005, Corgenix exercised its right under the agreement to
terminate  the  merger  and the advance converted to a fixed two year term note.

     The  Company  has recorded a loss of $221,759 on settlement of the note and
has  also recorded legal expenses of $48,241 which were applied against the note
principal.

     Payment  of  the  $200,000  was  received  subsequent  to  year  end.

5.     LEGAL  PROCEEDINGS  AND  CONTINGENCIES

     The Company has no pending litigation currently and management is not aware
of  any  threatened  litigations.  Certain  claims  have  been  settled in 2004.

(a)     Biotherapies,  Inc.

     On  November  26, 2003, Biotherapies Inc. and its principal, Dr. Paul Ervin
Jr. had filed a civil action in the United States District Court for the Eastern
District  of  Michigan  against Genesis Bioventures, and it's president, seeking
more  than  $2,000,000  of  alleged  monetary  damages and certain other claimed
relief.

     On June 16, 2004, a Settlement Agreement was stipulated, approved and court
granted.  No  cash  settlement  of  the  claims  was  paid.  $40,000 was paid to
Biotherapies  Inc.  for  certain  property  previously  delivered  to  Genesis
Bioventures,  IncBiotherapies, Inc. agreed to certain limitations on any future
sale  or  offer  of  its  Genesis  Bioventures,  Inc.  shares.

(b)     Former  president

     On December 18, 2001, the former president of the Company filed a Statement
of  Claim  in  the  Supreme  Court  of British Columbia against the Company, two
directors  of  the  Company and their related management company seeking damages
for  breach  of  contract  and  wrongful  dismissal.

     Pursuant  to  a letter agreement dated November 4, 2004, the Company agreed
to pay $160,000 in a lump sum in February 2005, or $175,000 in cash instalments,
and  to  issue  400,000 registered or exempt trading common shares to settle all
claims  relating  to  the litigation. Unregistered shares have been delivered to
her  and  are  to be registered by January 30, 2005. If paid in instalments, the
first  $50,000  is due to be paid by December 15, 2004 and thereafter in monthly
instalments  starting in February 2005. The Company does not have adequate funds
for  such  payments  and  will be required to satisfy such obligation out of the
next  financing.

     The  Company  will  be  required  to  pay  a  $10,000 penalty for each cash
instalment defaulted on. As security for the performance of these obligations, a
Consent  to Judgement in the amount of $300,000 against both Genesis Bioventures
and  Greg McCartney personally has been provided to counsel to be filed with the
court  in  case of the failure to deliver either the 400,000 free-trading shares
or  to  make  all  of  the  payments  and any penalties owing. The amount of the
judgement shall not at any time exceed the balance owing and full credit will be
given  for  all  payments  made  pursuant  to  this  agreement.


                                      F-20
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

5.     LEGAL  PROCEEDINGS  AND  CONTINGENCIES,  continued

 (c)     Consultant

     By  an  agreement  dated March 1, 2004, the Company agreed to issue 200,000
restricted  common  shares  as  full  compensation  to an outside consultant for
certain  services  rendered  in 2001 and settled a previously pending lawsuit in
respect  thereto.

6.     PROPERTY  AND  EQUIPMENT

     Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>

                                   2004        2003
------------------------------------------------------
<S>                             <C>         <C>
Furniture and fixtures          $   3,893   $   3,893
Machinery and equipment             5,394       5,394
Office equipment                   61,602      61,602
Computer hardware and software     86,043      86,043
Website development costs         189,171     167,711
Leasehold improvements             54,629      54,629
------------------------------------------------------
                                  400,732     379,272
Accumulated amortization         (394,993)   (333,873)
------------------------------------------------------
                                $   5,739   $  45,399
------------------------------------------------------
</TABLE>

7.     LONG-TERM  INVESTMENTS

     Long-term  investments:

                                        Ownership  percentage     2004     2003
--------------------------------------------------------------------------------
Biotherapies,  Inc. (b)                (2004 and 2003 - 8.96%)  $     -  $     -
--------------------------------------------------------------------------------

     (a)     Investment  in  Biomedical  Diagnostics,  LLC

     The  Company  entered into a joint venture agreement dated November 8, 1998
with  Biotherapies,  Inc.  for the development of a mammastatin diagnostic assay
through  the  formation  of  Biomedical  Diagnostics, LLC.  The diagnostic assay
being  developed  will be used as a cancer screening method.  Under the terms of
the  amended agreement dated November 8, 1998, both parties to the agreement had
a  50%  equity  interest  in  Biomedical Diagnostics, LLC, but voting control of
Biomedical  Diagnostics, LLC was held by Biotherapies, IncThe Company accounted
for  its  investment  in  Biomedical  Diagnostics,  LLC using the equity method.

     Pursuant  to  a  Letter of Intent dated August 20, 2001 between the Company
and  Biotherapies,  Inc.,  the  Company issued 600,000 common shares with a fair
value of $1,680,000 to Biotherapies Inc. which was deemed to be full payment for
amounts  owing  under  the  Amended  and Restated Operating Agreement.  The fair
value  of  the  common  shares represents the quoted market value at the date of
their  issuance.  The  Company  accounted  for this transaction as an additional
investment  in  Biomedical  Diagnostics,  LLC.


                                      F-21
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

7.     LONG-TERM  INVESTMENTS,  continued

     (a)     Investment  in  Biomedical  Diagnostics,  LLC,  continued

          On  November 30, 2001, the Company acquired the remaining 50% interest
in  Biomedical  Diagnostics,  LLC     from  Biotherapies, Inc. and commenced the
consolidation of the operations of Biomedical Diagnostics, LLC     with those of
the  Company  (Note 3).  The carrying value of the Company's original 50% equity
investment     in  Biomedical  Diagnostics,  LLC  at  November  30,  2001  of
$4,003,607,  was  allocated  to  remaining  net     assets  as  follows:

--------------------------------------------------------------------------------
     Medical  technology  licenses                               $     4,334,563
     Other  current  assets                                                8,617
     Other  assets                                                        66,629
     Stock  appreciation  rights  plan  liabilities  assumed           (301,418)
     Other  current  liabilities  assumed                              (104,784)
--------------------------------------------------------------------------------
                                                                 $     4,003,607
--------------------------------------------------------------------------------

     (b)     Investment  in  Biotherapies,  Inc.

<TABLE>
<CAPTION>
                                      2004          2003
------------------------------------------------------------
<S>                               <C>           <C>
Investment in Biotherapies, Inc.  $ 5,437,611   $ 5,437,611
Equity in losses and write-down    (5,437,611)   (5,437,611)
------------------------------------------------------------
                                  $         -   $         -
------------------------------------------------------------
</TABLE>

     Pursuant  to the May 30, 2002 Amendment to the Purchase Agreement (Note 3),
the  Company  transferred  to  Biotherapies, Inc. 1,425,413 common shares of the
2,166,300  common shares of Biotherapies, Inc. originally acquired, resulting in
a  reduction  of  the  Company's  ownership interest to 8.96% as at December 31,
2002.  As  a  result,  the Company has begun accounting for the investment under
the  cost  method.  In  addition,  during  the year ended December 31, 2002, the
Company  determined  that  an other than temporary decline in value occurred and
reduced  the  carrying  value  of  its investment in Biotherapies, Inc. to $NIL.

     (c)     Investment  in  Prion  Developmental  Laboratories,  Inc.

<TABLE>
<CAPTION>
                                                          2004          2003
--------------------------------------------------------------------------------
<S>                                                   <C>           <C>
Investment in Prion Developmental Laboratories, Inc.  $ 2,436,553   $ 2,436,553
Equity in losses and write-down                        (2,436,553)   (2,436,553)
--------------------------------------------------------------------------------
                                                      $         -   $         -
--------------------------------------------------------------------------------
</TABLE>

     Pursuant to an investment agreement dated on September 8, 2000, the Company
acquired  1,000,000  common  shares  of  Prion  Developmental Laboratories, Inc.
("PDL")  and  a warrant to purchase an additional 1,000,000 common shares of PDL
at  an  exercise price of $0.40 per common share for total cash consideration of
$1,000,000.  On  November  21,  2000,  the Company purchased a further 1,000,000
common  shares  pursuant  to  the investment agreement for cash consideration of
$1,000,000.  On  August  22, 2001, the Company exercised its warrant to purchase
an  additional 1,000,000 common shares of PDL for $400,000, giving the Company a
33%  equity  interest  in PDL.  PDL is a development stage biotechnology company
developing  diagnostic  tests  for  prion  diseases.

     The  Company  accounts  for its investment in PDL by the equity method from
September  8, 2000, the date of initial investment acquisition.  At December 31,
2004,  the  carrying  value  of  the  investment  was  $NIL  (2003  -  $NIL).

                                      F-22
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

8.     MEDICAL  TECHNOLOGY  LICENSES

<TABLE>
<CAPTION>
                                 2004          2003
-------------------------------------------------------
<S>                          <C>           <C>
Medical technology licenses  $12,655,926   $12,655,926
Accumulated amortization      (5,574,630)   (3,766,642)
-------------------------------------------------------
                             $ 7,081,296   $ 8,889,284
-------------------------------------------------------
</TABLE>

     Pursuant  to  the  acquisition  of Biomedical Diagnostics, LLC, the Company
acquired a license to utilize certain diagnostic technology for use in detecting
various  diseases  including  breast,  ovarian  and  prostate  cancers (Note 3).
Aggregate  amortization  expense  for  the  year  ended  December  31,  2004  is
$1,807,988  (2003  - $1,807,988).  Estimated annual amortization expense for the
next  four  years  to  2007  is  $1,807,988  per  year.

     The  Company's  interest  in  the  medical  technology  license  with  the
University  of  Michigan  was  indirectly  held through Biotherapies, Inc. as at
December  31, 2002.  Subsequent to December 31, 2002, the University of Michigan
directly granted license rights to the Company (Note 3) and the indirect license
arrangement  with  Biotherapies,  Inc.  was  terminated.

9.     PROMISSORY  NOTES  PAYABLE

<TABLE>
<CAPTION>
                                                              2004         2003
----------------------------------------------------------------------------------
<S>                                                        <C>          <C>
Shareholders and directors:
  July 3 and October 3 and 30, 2001 (b)                    $  700,000   $  700,000
  Other                                                             -       12,181
Payable to private investors:
  Issued:
    August through October 2001 (c)                           143,647      143,647
    Other - Biotherapies, Inc.                                      -       44,662
    April through October 2002 (d)                             70,000      160,000
    September 2004 (a)                                      2,315,000            -
    Less:  Unamortized discount relating to warrants and
    beneficial conversion feature                            (844,226)           -
----------------------------------------------------------------------------------
                                                           $2,384,421   $1,060,490
----------------------------------------------------------------------------------
</TABLE>

     (a)     On  March  12  and  19,  2004,

     The  Company completed a private placement for gross proceeds of $2,315,000
on  the  sale  of  certain  securities  (the  "Bridge  Securities").  The Bridge
Securities  sold  are:

     (i)  convertible  notes  carrying interest at the rate of 10% per annum due
          in  thirteen  months  from  issuance,  and

          (ii) five  year  warrants  to purchase additional common shares of the
               Company's stock. Each note is accompanied by warrants to purchase
               an  additional five hundred shares for each $1,000 of face amount
               of  notes  purchased.  The convertible notes are repayable at the
               earlier  of:

               (i)  within  ten  business  days  following  the  closing  of the
                    merger-related  Take-Out  Financing,  or

               (ii) at  maturity,  at  110% of the principal amount plus accrued
                    interest  increasing  to  115%  of the principal amount if a
                    registration statement is not yet effective, the interest on
                    the convertible notes is payable in cash or common shares of
                    the  Company  at  the  option  of  the  Company.


                                      F-23
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

9.     PROMISSORY  NOTES  PAYABLE,  continued

     (b)     On  July  3  and  October  3,  2001,

     The  Company  borrowed  $500,000 and $100,000, respectively, from a private
investor  and  major shareholder.  Interest accrues on the loan at a rate of 10%
per  annum,  compounded  semi-annually  and is secured by a promissory note.  On
October 30, 2001 a further $100,000 was advanced to the Company.  The promissory
note  bears  interest  at  1%  per  month.  As  consideration for the loans, the
Company  issued  33,776 common share purchase warrants with an exercise price of
$3.00  expiring  October  1,  2003 and a warrant to acquire up to 250,000 common
shares  of  the Company at $3.00 per share expiring May 30, 2003.  The notes are
due and payable on the earlier of 90 days from the date funds are advanced or 10
days  after the completion of a financing of not less than $5,000,000.  The fair
value  of  the  warrants  of  $467,158  has  been  recorded as a discount to the
promissory  notes  and was being amortized over the estimated period to maturity
of the loans.  Interest expense recognized on these promissory notes was $73,798
in 2004 (2003 - $73,854).  By December 31, 2002, the loans had matured, but have
not  been  repaid.  The  Company's  intent is to repay the loans when additional
financing  is  secured.  The  lender  has  not  demanded  repayment.

     (c)     During  August  through  October  2001,

     The  Company  raised  $143,647  through the issuance of promissory notes to
third  parties.  The notes bear interest from 5% per month to 10% per annum, are
unsecured  and  mature  90  to  150  days after funds are advanced.  Warrants to
acquire  35,000  common  shares were issued as consideration for the loans.  The
fair  value  of  the  warrants of $31,580 has been recorded as a discount to the
promissory  notes  and is being amortized over the term of the notes to interest
expense.  During  the  year  ended  December 31, 2003, the Company issued 25,900
share  purchase  warrants exercisable at $0.75 per share to extend maturity date
to August 31, 2005.  The fair value of the warrants of $10,164 has been recorded
as  interest  expense

     (d)     On  April  1,  2002,

     The  Company  issued  a  $30,000  promissory  note pursuant to a settlement
agreement  with  a vendor.  The note bears interest at 12% per annum and matures
March  31, 2003.  The Company issued 22,500 fully vested common shares to extend
the maturity date to December 31, 2003 and recorded the fair value of the common
shares  as  interest  expense.

     (e)     During  May  through  October  2002,

     The  Company  raised a further $142,500 through the issuance of convertible
promissory  notes.  The  notes  bear  interest  from  10%  to 12% per annum, are
unsecured  and  mature  30  to  120  days after funds are advanced.  Warrants to
acquire 118,571 common shares were issued as consideration for these loans.  The
warrants are exercisable at prices ranging from $0.70 to $1.25 per common share.
The fair value of the warrants of $76,815 has been recorded as a discount to the
promissory notes and has been fully amortized to interest expense for the period
to December 31, 2002.  A beneficial conversion feature totaling $31,037 has been
recorded  and  fully  recognized  over  the  period  to  December  31,  2002.

     (f)     During  the  year  ended  December  31,  2003,

     The  Company  settled  $72,500  of  convertible promissory notes by issuing
100,120  common shares to the holders resulting in a $52,893 gain on settlement.
A  further  50,000  fully  vested  share purchase warrants, with a fair value of
$25,114,  were  issued to extend a 50,000 promissory note which matured June 30,
2003  to  December  31,  2003,  recorded  as  interest  expense.


                                      F-24
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

9.     PROMISSORY  NOTES  PAYABLE,  continued

     (g)     On  October  24,  2001,

     The  major shareholder became a director of the Company and on November 26,
2001, advanced a further $1,600,000 to the Company, $600,000 of which was repaid
on  December 27, 2001.  The outstanding balance bears interest at 10% per annum,
compounded semi-annually, is secured by the promissory note, and matures May 23,
2002.  The outstanding principal and interest balance is convertible into common
shares  at  a  price  of  $1.50 per share at the holder's option.  If the holder
elects to convert, the holder receives common share purchase warrants to acquire
one-half  of  the  number of common shares received on conversion.  The warrants
would  have an exercise price of $2.50 and expire three years after issuance.  A
beneficial  conversion  feature  totaling  $534,288  has  been  recorded  and is
recognized over the term to maturity of the loan as additional interest expense.
On  July  24,  2002,  the  loan,  plus  accrued  interest and all warrant rights
relating  to the loan were cancelled and settled at a rate of $0.33 per share by
the  issuance  of 3,243,047 shares of common stock.  A loss has been recorded in
the  amount  of $551,318 on the settlement being the effect of the difference in
the  revised  $0.33  per share conversion rate and the $0.50 market price of the
common  stock  on  the  date  of  conversion.

     At  December 31, 2004, the Company was not in compliance with the repayment
terms  for  loans  with  a  principal  balance  of  $20,000 (2003 - $1,003,647).

10.     STOCKHOLDERS'  EQUITY

     (a)     Common  and  preferred  stock  offerings

     During 1999 the Company completed the sale of 2,000,000 Class A Convertible
Preferred  Shares  at  various  dates  pursuant  to an offering memorandum dated
December  1,  1998.  Net  cash  proceeds  to the Company from this offering were
$5,565,911.  The  series  A  preferred shares carry a 6% non-cumulative dividend
rate  in  preference  to  any  dividend  on  common  stock,  have  a liquidation
preference  ahead of common stock and are convertible into common stock on a one
for  one  basis  within one year of the date of the subscription agreement.  The
Company  has a right to redeem all the outstanding Class A Convertible Preferred
Shares  at  any time at a redemption price equal to 110% of the initial purchase
price  plus all declared and unpaid dividends thereon at the date of redemption.

     Certain  of  the  Preferred  Shares were issued for cash consideration at a
price  that was less than the market price of the Company's common shares on the
date  of  agreement  for  issuance.  This  difference  represents  a  beneficial
conversion  feature  attached  to  the Preferred Shares.  The discount resulting
from  the  allocation  of  the  proceeds to the beneficial conversion feature of
$354,735 was recorded as a dividend or return to the preferred shareholders over
the  minimum period to conversion using the effective yield method and dividends
were  fully  recognized  during  the  year  ended  December  31,  2000.

     During  the  year  ended  December  31,  2004, NIL (2003 - 1,000) preferred
shares  were  converted  to  common  stock.

     (b)     Stock  options  and  stock-based  compensation

     During fiscal year 2000, the Company adopted a new stock option plan, "Year
2000  Stock Option Plan".  The Company adopted a new stock option plan in fiscal
year  2001,  "Year  2001  Stock  Option  Plan",  that authorizes the issuance of
2,000,000  stock  options  to officers, directors, employees, and consultants to
acquire  shares  of  the  Company's  common  stock.

     The  Board  of  Directors  determines  the  terms  of  the options granted,
including  the  number  of  options  granted, the exercise price and the vesting
schedule.  The  exercise  price for the stock options shall not be less than the
fair  market  value of the underlying stock at the date of grant, and have terms
no  longer  than  ten  years  from  the  date  of  grant.


                                      F-25
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

10.     STOCKHOLDERS'  EQUITY,  continued

     (b)     Stock  options  and  stock-based  compensation,  continued

     On  April  7,  2003,  the  Company  repriced  all  stock  options issued to
officers,  directors  and  employees to be exercisable at the then fair value of
the  Company  a  common  stock  of  $0.48 per share.  The Company is required to
account  for  the  repricing of stock options using variable accounting from the
date  of  modification.  Any  increase  in  the  intrinsic value of the repriced
options  will  decrease  reported  earnings,  and  any  subsequent  decrease  in
intrinsic value will increase reported earnings, except that the intrinsic value
can  never  be  less  than  zero.  There  is a potential for a variable non-cash
charge  in  each  reporting  period  until  all  of the Company's repriced stock
options  are exercised, forfeited or expire.  During the year ended December 31,
2004,  a compensation expense recovery of $335,700 (2003 - $388,550 compensation
expense)  under  variable accounting has been recorded in salaries and benefits.

     Stock  option  activity  since  the  inception  of  the  Company's plans is
presented  below:

<TABLE>
<CAPTION>
                                               Number      Weighted average
                                              of shares     exercise price
--------------------------------------------------------------------------------
<S>                                          <C>          <C>
  Options outstanding at December 31, 2001:   1,785,000   $            1.74
    Granted                                     470,000                1.00
    Cancelled                                   (46,227)               1.00
    Exercised                                   (36,097)               1.06
--------------------------------------------------------------------------------
Options outstanding at December 31, 2002:     2,172,676                1.53
    Granted                                           -                   -
    Cancelled                                   (82,676)              (1.59)
    Exercised                                         -                   -
    Original amended award terms             (1,700,000)              (1.52)
    Amended proposed awards                   1,700,000                0.48
--------------------------------------------------------------------------------
Options outstanding at December 31, 2003      2,090,000                0.64
  Granted                                     1,268,903                0.39
--------------------------------------------------------------------------------
Options outstanding at December 31, 2004      3,358,903   $            0.55
--------------------------------------------------------------------------------
</TABLE>

     The  following  table  summarizes the stock options outstanding at December
31,  2004:

<TABLE>
<CAPTION>
                       Options  outstanding         Options  exercisable
                ----------------------------------  ---------------------
                             Weighted
                              average    Weighted                Weighted
                             remaining    average                 average
Range of         Number of  contractual  exercise     Number     exercise
exercise price    shares       life        price    exercisable   price
---------------
<S>              <C>        <C>          <C>        <C>          <C>
0.48            1,700,000          2.1       0.48    1,700,000      0.48
1.00 - $1.10      210,000          2.1       1.01      210,000      1.01
1.67              180,000          2.3       1.67      180,000      1.67
0.39            1,268,903          4.5       0.39    1,268,903      0.39
3,358,903              3.0         0.54  3,358,903         0.54
</TABLE>



                                      F-26
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

10.     STOCKHOLDERS'  EQUITY,  continued

     (b)     Stock  options  and  stock-based  compensation,  continued

     In  addition  to  the  above  option plan activity, the Company granted the
following  options  outside  of  its  option  plan  to  certain  officers:

<TABLE>
<CAPTION>
                                Outstanding options
                                --------------------
               Exercise price
Expiry            per share       2004        2003
----------------------------------------------------
<S>            <C>               <C>        <C>
April 2007     $          0.48      40,000    40,000
December 2006  $          0.48     200,000   200,000
----------------------------------------------------
</TABLE>

     All  options  are  fully  vested  as  of  December  31,  2004.

     (c)     Share  purchase  warrants

          Share  purchase  warrants outstanding at December 31, 2004 and 2003 to
purchase  one  common  share  of  the     Company  are  as  follows:

<TABLE>
<CAPTION>
                                                        Outstanding  warrants
                                                        ---------------------
                                         Exercise price
Expiry                                      per share       2004      2003
---------------------------------------  ---------------  ---------  -------
<S>                                      <C>              <C>        <C>
March 2004                               $          5.75          -   50,000
March 2007                               $          2.00     30,000   30,000
June 2007                                $          1.50    301,000  316,000
July 2007                                $          1.50     20,716   20,716
August 2007                              $          0.70     25,000   25,000
September 2007                           $          1.50     26,650   26,650
September 15, 2007                       $          0.30    375,000        -
October 2007                             $          1.00     65,000   65,000
October 2007                             $          1.50    140,715  140,715
October 2007                             $          2.50     20,000   20,000
November 2007                            $          1.20     53,572   53,572
November 2007                            $          1.50    211,994  211,994
November 2007                            $          2.50     50,416   50,416
December 2007                            $          1.50     48,959   48,959
December 2007                            $          1.65     29,823   29,823
December 2007                            $          2.50    298,534  298,534
December 2007                            $          2.50     25,000   25,000
January 15, 2008                         $          1.50     22,124   22,124
January 17, 2008                         $          1.50     35,714   35,714
January 28, 2008                         $          1.50     14,251   14,251
February 3, 2008                         $          0.22     36,364        -
February 21, 2008                        $          1.50      4,808    4,808
March 21, 2008                           $          1.50    225,000  225,000
April 2, 2008                            $          1.50      9,963    9,963
April 25, 2008                           $          1.50    100,000  100,000
---------------------------------------  ---------------  ---------  -------

Carry forward                                  2,170,603  1,824,239
</TABLE>


                                      F-27
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

10.     STOCKHOLDERS'  EQUITY,  continued

<TABLE>
<CAPTION>
                                                        Outstanding  warrants
                                                        ---------------------
                                         Exercise price
Expiry                                      per share       2004      2003
---------------------------------------  ---------------  ---------  -------
<S>                                      <C>              <C>        <C>
Brought forward                                2,170,603  1,824,239
May 2008                                 $          0.64     31,250   31,250
May 12, 2008                             $          1.50     25,000   25,000
May 13, 2008                             $          1.50     62,500   62,500
May 22, 2008                             $          1.50     75,000   75,000
May 29, 2008                             $          1.50     20,000   20,000
June 13, 2008                            $          1.50      4,055    4,055
June 18, 2008                            $          1.50      1,713    1,713
June 26, 2008                            $          1.50     42,373   42,373
August 2008                              $          0.61     32,787   32,787
August 27, 2008                          $          1.00      5,000    5,000
August 31, 2008                          $          0.75     25,900   25,900
September 14, 2008                       $          1.50     50,000   50,000
September 15, 2008                       $          1.50     11,250   11,250
September 17, 2008                       $          1.50     25,000   25,000
September 29, 2008                       $          1.50     18,750   18,750
October 3, 2008                          $          1.50     25,000   25,000
October 31, 2008                         $          1.50      8,750    8,750
November 24, 2008                        $          0.50    250,000  250,000
November 30, 2008                        $          1.50    175,000  175,000
December 8, 2008                         $          1.65      4,771    4,771
January 14, 2009                         $          1.50     50,000        -
March 12, 2009                           $          0.20  1,157,500        -
March 19, 2009                           $          0.69    676,886        -
June 20, 2009                            $          1.50     15,000        -
September 2009                           $          1.25     28,571   28,571
November 2009                            $          1.50    140,000  140,000
November 2009                            $          2.50    100,000  100,000
December 2009                            $          1.93    150,000  150,000
February 2010                            $          1.25    150,000  150,000
July 14, 2010                            $          0.70     50,000   50,000
---------------------------------------  ---------------  ---------  -------
Total warrants outstanding, end of year        5,582,659  3,336,909
---------------------------------------  ---------------  ---------  -------
</TABLE>

     (i)  During  2003,  the  Company  issued 956,251 share purchase warrants in
          connection  to  common stock private placements to purchase additional
          common  shares  at  an  exercise  prices of $1.50 per common share. In
          addition,  the  Company  issued  80,900  share  purchase warrants with
          exercise  prices of $0.50 to $1.00 per common share to promissory note
          holders  to  extend  the maturity date of the notes. The fair value of
          the  warrants  of  $36,482  was  recorded as interest expense. 250,000
          share  purchase  warrants  were issued to settle a legal claim and are
          exercisable  at  a  price of $0.50 per common share. The fair value of
          these warrants of $101,250 was recorded as investor relations expense.
          4,771  share  purchase  warrants  were  issued  for  services  with an
          exercise  price  of  $1.65  per  common  share.

                                      F-28
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

10.     STOCKHOLDERS'  EQUITY,  continued

     (c)     Share  purchase  warrants,  continued

     (ii) During  2004,  the  Company  issued  1,157,500  common  share purchase
          warrants in connection with the issuance of thirteen month convertible
          promissory  notes.  Each  warrant  entitles  the  holder  to  purchase
          additional  common  shares at an exercise price of $0.20 per share. In
          addition,  the  Company  issued  to the placement agent 676,886 common
          share purchase warrants with an exercise price of $0.69 per share. The
          fair  value  of  the  warrants  of  $397,338  was recorded as interest
          expense.

     (iii)  Pursuant  to  a  Director's  Resolution  dated  August 25, 2004, the
          Company  extended  the  expiration date of all warrants issued between
          October  1,  2001  to  January  31,  2004  by  three additional years.

     (iv) During 2004, the Company issued 375,000 common share purchase warrants
          in  connection  to  common  stock  private  placements  to  purchase
          additional  common  shares  at  an  exercise price of $0.30 per common
          share.

     (d)     Stock  appreciation  rights  plan

     The  stock  appreciation rights plan obligation was recorded by the Company
upon  the  acquisition of the Company's subsidiary, Biomedical Diagnostics, LLC.
At  the  discretion  of  Biomedical  Diagnostics,  LLC'  management,  membership
appreciation  units were granted to certain employees of Biomedical Diagnostics,
LLC.  The liability pursuant to this plan was recognized over the vesting period
based  upon  the  difference  between  the  estimated  current  market  value of
Biomedical  Diagnostics, LLC' units over the deemed initial value at the date of
grant.  The  plan value was intended to be the fair market value of a membership
interest  in Biomedical Diagnostics, LLC taking into consideration all objective
and  credible  evidence  such as third party transactions relating to Biomedical
Diagnostics,  LLC.  Employees  may redeem their vested units five years from the
date  of  grant  for  cash  at  the  appreciated  value  of  the  units.
     At  the  date of acquisition of Biomedical Diagnostics, LLC (Note 3), 6,800
units  were  granted.  On  August  20, 2002, the Company settled the outstanding
obligation  through  the  issuance of fixed stock options.  As a result of stock
appreciation  rights  plan  settlement,  the obligation was extinguished and was
recorded  to  additional  paid-in  capital.

     (e)     Retirement  plan

     The  Company's  subsidiary  sponsors  a  401(k) plan for its employees.  No
contributions  have  been  made  to  the  plan  to  December  31, 2004 and 2003.

     (f)     Earnings  per  share

     Loss attributed to common stockholders for basic and diluted loss per share
is  as  follows:

<TABLE>
<CAPTION>
                                                                       Period from
                                                                      September 19,
                                                                          1994
                                           Years ended December 31,  (inception) to
                                          --------------------------   December 31,
                                              2004          2003          2004
----------------------------------------  ------------  ------------  -------------
<S>                                       <C>           <C>           <C>
Loss for the period                       $(5,017,908)  $(4,542,786)  $(40,076,823)
Preferred share dividends                           -             -       (354,735)
----------------------------------------  ------------  ------------  -------------
Loss attributable to common stockholders  $(5,017,908)  $(4,542,786)  $(40,431,558)
----------------------------------------  ------------  ------------  -------------
</TABLE>



                                      F-29
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

11.     RELATED  PARTY  TRANSACTIONS

<TABLE>
<CAPTION>
                                                                                    2004      2003
----------------------------------------------------------------------------------------------------
<S>                                                                               <C>       <C>
Included in the consolidated balance sheet are the following amounts due to
directors and officers and/or companies controlled by officers and directors of
the Company:
  Accounts payable and accrued liabilities                                        $875,572  $227,193
  Promissory notes (Note 9(a))                                                    $700,000  $712,181
----------------------------------------------------------------------------------------------------
</TABLE>

12.     DEFERRED  TAX  ASSETS  AND  LIABILITIES

<TABLE>
<CAPTION>
                                                          2004          2003
--------------------------------------------------------------------------------
<S>                                                   <C>           <C>
Deferred tax assets:
  Property and equipment                              $     9,316   $         -
  Research and development credits and costs              715,653       624,125
  Current liabilities                                      83,300       170,437
  Equity investments                                    2,646,551     2,646,551
  Operating loss carry forwards                         5,857,997     5,982,460
--------------------------------------------------------------------------------
Total deferred tax assets before valuation allowance    9,312,817     9,423,573
Valuation allowance                                    (9,152,869)   (8,832,957)
--------------------------------------------------------------------------------
Net deferred tax asset after valuation allowance          159,948       590,616
Deferred tax liabilities:
  Property and equipment                                        -        (4,570)
  Medical technology licenses                            (159,948)     (586,046)
--------------------------------------------------------------------------------
Net deferred tax liability                            $         -   $             -
--------------------------------------------------------------------------------
</TABLE>

     Management believes that it is not more likely than not that it will create
sufficient  taxable income sufficient to realize its deferred tax assets.  It is
reasonably  possible  these  estimates could change due to future income and the
timing  and  manner  of  the  reversal  of deferred tax liabilities.  Due to its
losses,  the  Company  has  no  income  tax  expense.

     The  Company  has  operating loss carry forwards for income tax purposes at
December  31,  2004  of  approximately  $17,229,403.  Operating  losses begin to
expire  in  fiscal  year  2019.

13.     FINANCIAL  INSTRUMENTS

     Fair  values:

     The  fair  value  of  cash  and  cash  equivalents,  accounts  and  other
receivables,  and  accounts  payable  and accrued liabilities approximates their
financial  statement  carrying amounts due to the short-term maturities of these
instruments.  The  carrying  amount  of promissory notes payable are not readily
determinable.


                                      F-30
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

14.     GEOGRAPHIC  INFORMATION

     The  Company  has  investments  in  property and equipment in the following
countries:

<TABLE>
<CAPTION>
                2004    2003
------------------------------
<S>            <C>     <C>
United States  $  377  $28,917
Canada         $5,362  $16,482
------------------------------
</TABLE>

     The  Company  has  not entered into any derivative agreements to manage its
foreign  exchange  exposure.

15.     COMMITMENTS

     Operating  leases:

     The  Company  leases  office  equipment  and facilities in British Columbia
under  operating  lease  agreements  that expire in 2007. Minimum lease payments
under  these  operating  leases  are  approximately  as  follows:

-------------------------------------------------
     Year ending December  31,
     2005                             $     2,283
     2006                             $     2,283
     2007                             $     1,903
     2008                             $     -
-------------------------------------------------

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

                                                                               .
16.     PROPOSED  BUSINESS  ACQUISITION

     On  May 18, 2005, the Company entered into a binding agreement with Efoora,
Inc.  ("Efoora")  and  Prion  Developmental  Laboratories,  Inc. ("PDL") whereby
Efoora  agrees  to  sell  all  shares owned or pledged in PDL to the Company for
$0.50  per  share.

     Efoora  is  a  private  corporation  based  in Buffalo Grove, Illinois that
specializes  in the development and manufacture of medical diagnostics products,
including  an  HIV lateral flow rapid test and blood glucose monitoring systems.
PDL  is  a  subsidiary  of  Efoora specializing in the development of diagnostic
tests  to  detect prion disease such as Mad Cow Disease. Prior to the agreement,
Genesis  Bioventures,  Inc.  ("GBI")  had  one-third  equity  interest  in  PDL.

     Under  the  terms  of the agreement, GBI will have full control of PDL upon
full  payment  of $2,560,000 to Efoora for its 5,120,000 shares. Full payment is
due  by  December 20, 2005 paid in instalments subject to certain milestones met
by  PDL.  If  GBI  fails  to make full payment by this date and within a further
thirty  day grace period, Efoora will have the right to buy back the shares sold
at  the  same  price  of  $0.50  per  share.

     GBI  has  made  the  first  instalment  payment  of $200,000 increasing its
position  in  PDL  by 400,000 shares. This first instalment was achieved through
the  support  of  an  existing  shareholder  of  the  Company who made a further
investment  in  GBI  with  the stipulation that the funds be used to further the
Company's  position  in  PDL.  This  instalment  provides  for  the  exclusive
distribution  rights  to  market  PDL  products  in Canada by GBI, regardless of
meeting  other  terms  concerning  the  agreement.

     The  agreement  also  allows  for  a  debt owed to Efoora by PDL, the exact
amount to be determined and agreed upon by all parties, to be paid back from the
sale  of  product  at  25%  of  gross  margin  of  sales  until  paid  in  full.


                                      F-31
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  dollars)

YEARS  ENDED  DECEMBER  31,  2004  AND  DECEMBER  31,  2003
-----------------------------------------------------------

17.     SUBSEQUENT  EVENTS

     (a)     In  March  2005,

     the  Company  issued 3,654,454 common share purchase warrants to directors,
officers and employees of the Company to purchase additional common shares at an
exercise  price  of  $0.01 per common share, expiring March 2015. These warrants
were  issued  as  an  incentive  and  for  the  conversion  of  salaries.

     (b)     Subsequent to year end, the Company received payment of $200,000 of
the  amount  owing  from  Corgenix  (Note  4).


                                      F-32
<PAGE>