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,  2003

                                       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  April  6,  2004  was approximately
$12,790,769  (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  April 6, 2004, 29,779,616 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, 2003, 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.

The  Company  is  focused  on  the  commercialization  of its breast cancer risk
assessment  tool  while  also  seeking  strategic  alliances  for  marketing and
distribution  of  its  risk  assessment  tool.

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.  The Company has signed an agreement to merge with
Corgenix Medical Corporation ("Corgenix") (OTC: CONX).  See below.  The Corgenix
transaction,  however,  remains  subject  to  various  conditions,  including  a
financing condition, and approval of the shareholders of each of the Company and
Corgenix.  Approval  of the shareholders of the Company can only be solicited by
a  filed  definitive  proxy  statement  with  respect  to such transaction.  The
references  to the business of Corgenix, and the possible pending combination of
the  entities  contained  herein are for informational purposes only, and do not
constitute  proxy  solicitation  material.

Recent  Events

On  March  12th  and  March  19,  2004,  the  Company sold $2,315,000 of certain
securities  (the  "Bridge Securities") to a group of approximately 70 accredited
investors  in  a private placement through a placement agent, Sterling Financial
Investment  Group,  Inc.,  Miami,  Florida ("Sterling"). The Company anticipates
realizing  net  proceeds of $1,961,335 in connection with the Private Placement.
Net  proceeds  of  $1,878,638  were  received  from a first closing and $105,000
($91,350  after  expenses)  remains  in  escrow  to be collected imminently. The
securities  sold  are (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 conversion price of the Notes is $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  is  $0.83 per share. If all of the Notes are
converted,  the  Company  will  be  required  to  issue  a  maximum of 5,787,500
additional  shares,  and a minimum of 3,355,072 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 April 6, 2004, in the aggregate
will  amount  to  a maximum of 18.91% of the currently outstanding Shares of the
Company  and  will  amount to a maximum of 13.69% of the outstanding Shares post
merger,  if  the  Merger  with Corgenix is consummated on the terms thereof. The
Company  will  make  its  reasonable  best  efforts  to  cause  the Registration
Statement  to  be  declared  effective  as  promptly as practicable, and, in any


                                        4
<PAGE>

event,  no  later  than  April  30,  2004. If such registration statement is not
effective  by April 30, 2004, this will result in a warrant exercise price reset
event.

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.  In its fiscal year ended June 30, 2003
Corgenix  generated revenues of approximately $5,000,000 and reported a net loss
of  approximately  $305,000,  and  for  thesixmonths endingDecember31, 2003, had
revenues  of  approximately $2,400,000 and a net loss of approximately $141,000.
On  March12,  2004,  the  Company  and Corgenix signed a Definitive Agreement to
effectuate  the  Merger.  Information  with respect to Corgenix contained herein
has  been taken from the Merger Agreement and Corgenix public filings.  Corgenix
is  not  responsible  for  the  contents  of  the  Company's  10-KSB.

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  is  subject  to  a regulatory review by the Securities and Exchange
Commission  as  well  as  approval  by  the  shareholders  of  each  company.
Additionally,  the  Company  is required to raise at least $6,000,000 of capital
(the  "Takeout Financing") prior to the closing of the Merger Transaction unless
waived  or  modified  by  Corgenix.  The  Takeout  Financingshould, if realized,
provide  the  combined  companies  funding with which to continue to develop and
further  expand  their  respective  technologies  and  product  pipelines.

Under  the  terms  of  the  Merger  Agreement, the Company will issue 14 million
(14,000,000)  common  shares  in  exchange  for  100%  of Corgenix's 5.3 million
outstanding  common shares.  The terms of the Merger Agreement also provide that
Corgenix's  current  management  team will assume the responsibility of managing
the  combined  entity,  which  will continue to be known as Genesis Bioventures,
Inc.  and  will  be  headquartered  in Westminster, Colorado, Corgenix's current
corporate headquarters.  The parties are seeking to close the Merger Transaction
on  or  before  August  31,  2004.

The  Combined  Entity

Genesis  Bioventures  believes  that  Corgenix's  Executive  and  Research  and
Development staffs are capable of bringing the MSA product development effort to
an  accelerated  and  potentially favorable conclusion.  Genesis Bioventures and
Corgenix  believe that they are staged to create a newly combined entity focused
on  utilizing  functional  genomics and proteomics to develop therapeutic agents
and  diagnostic  tests  for  diseases  with  underserved  clinical  needs.

As  a  combined  entity, the product development strategy of Genesis Bioventures
and  Corgenix  will  center on further development, Food and Drug Administration
("FDA")  approvals  and  ultimate  commercialization  of  the  MSA breast cancer
diagnosis  system  in  combination  with  Corgenix's  patented  and  proprietary
application  of  the  Enzyme  Linked  ImmunoSorbent  Assay  ("ELISA")  format, a
clinical testing methodology commonly used worldwide.  Pending FDA approval, the
combined  entity plans to continue commercial availability of the MSA technology
through  custom  laboratory  services  under  Clinical  Laboratory  Improvement
Amendments  ("CLIA")  certification  once the ELISA format is configured for the
MSA.

The  ELISA  delivery  format ("Microplate") is a commonly used format, employing
conventional  testing  equipment  found  in virtually all clinical laboratories.
The  Company  believes  that the availability and acceptance of ELISA Microplate
products  will reduce time to market worldwide for the MSA and is a demonstrably
superior  delivery  method  to  that  of  the  dot  blot  method currently being
implemented  by  Biomedical  Diagnostics.  Corgenix's proprietary application of
the  ELISA  Microplate  technology  specifies  a  process  by  which  biological


                                        5
<PAGE>

materials  are  attached  to  the  fixed  surface of a diagnostic test platform.
Products  developed  using this unique attachment method typically demonstrate a
more  uniform  and  stable  molecular  configuration, providing a longer average
shelf  life, increased accuracy and superior specificity than dot blot products.

Additionally,  if  the  merger with Corgenix were completed, then the new entity
would also  focus on novel proteins and biochemical pathways related to cellular
regulation  and  cell  cycle  abnormalities in oncology, cardiovascular disease,
liver  disease,  and autoimmune diseases, as well as neurodegenerative diseases.
The  focus  will  remain  towards  novel  targets  and  new  methods  that offer
opportunities  for  improvement  in the effectiveness of disease management.  As
part  of this strategy, the new entity will further efforts of developing highly
targeted  therapies against novel targets that are designed to maximize efficacy
while  minimizing  toxicity.  The  merged  companies also intend to focus on the
further  expansion  of  Corgenix's  immunoassays  for the clinical assessment of
coagulation,  vascular,  liver  and  autoimmune  diseases.

Concurrent  with the closing of the merger of Genesis Bioventures with Corgenix,
the  Company intends to enter into employment agreements with the key executives
of Corgenix pursuant to which such persons will undertake substantially the same
responsibilities  for  the  combined company as they are presently rendering for
Corgenix.  The  individuals  expected to be so retained include, Dr. Luis Lopez,
Douglass  T.  Simpson,  William  H.  Critchfield,  Dr. Catherine A. Fink, Ann L.
Steinberger,  and  Taryn G. Reynolds. The key executives are expected to share a
pool of 3,000,000 options, with 3 year vesting provisions, to purchase shares of
Genesis  Bioventures Common Stock, to be granted at conversion prices for shares
of  the  Company's  common stock not less than 100% of the market price for such
shares  after  closing  of  the  Merger  Transaction.  Grants will be made on an
individual  basis  and  each  executive  will  have to remain for the applicable
vesting  period(s)  in  order  to  be  eligible  to  exercise such options.  The
issuance  of  these  options  will  be  subject to the approval of the Company's
shareholders.

The  parties  are  planning and proceeding to effectuate the Merger Transaction.
There  is  no assurance that such transaction will be consummated.  In the event
of a breach of the Merger Agreement, the breaching party may be liable for up to
$1,500,000  of  liquidated  damages  penalties.

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.


                                        6
<PAGE>

3.   BIOTECHNOLOGY  PORTFOLIO  COMPANIES

The  Company,  through  its wholly-owned subsidiary Biomedical Diagnostics, LLC,
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 development
stage  company.

PDL is specializing in the development of rapid and inexpensive diagnostic tests
to  detect Transmissible Spongiform Encephalopathies such as  Mad Cow Disease in
cattle  and  Chronic  Wasting  Disease  in  deer  and  elk.

PDL  recently  received United States Department of Agriculture approval for its
Chronic  Wasting  Disease  strip  test.

4.   PRODUCT  DEVELOPMENT  PROGRAM

It has been estimated by generally accepted reliable medical sources that one in
eight  women  in  the United  States  will  be  diagnosed with breast cancer  at
some  point  in  her  lifetime, regardless of family history or other known risk
factors.  Only  approximately  10%  of  breast cancer is known to be hereditary,
while  the  remaining  90%  of  cases develop without a known underlying genetic
defect.  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.  However,  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 proved superior to mammography
or  breast self-examination nor do they indicate the risk of breast cancer prior
to  development  of  a  tumor.

Based on 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


                                        7
<PAGE>

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.

Biomedical Diagnostics, the Company's wholly owned subsidiary, 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.

     Independent  M  D  Anderson study 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.

     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.

     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.

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  now  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,
     2003,  only  a  nominal  amount  has  been  sold.

     See  further  description  of  Biomedical  Diagnostics  below.

5.   PRION  DEVELOPMENTAL  LABORATORIES,  INC.

Genesis  Bioventures,  Inc. holds  a  33% equity interest in Prion Developmental
Laboratories,  Inc.  (PDL), which is a development stage company specializing in
the  development  of  rapid  and  inexpensive  diagnostic  tests  to  detect
Transmissible Spongiform Encephalopathies such as  Mad Cow Disease in cattle and
Chronic  Wasting Disease in deer and elk. Through a collaboration agreement with
Bayer  Pharmaceutical,  PDL  is also developing a test to screen human blood and
tissue  for  the presence of Prion Disease.  Founded in 1999, PDL is a privately
held  company  incorporated  in  Maryland, 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


                                        8
<PAGE>

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.

See  further  description  of  Prion  Developmental  Laboratories  below.

6.   COMPETITION

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.   PREVIOUS  TRANSACTIONS

On  December  2,  2002  Genesis  Bioventures  announced  a  proposed  business
combination with Innathera, Inc.  The transaction was subsequently terminated by
the  Company in 2003.  Shortly thereafter, the Company negotiated and signed the
Letter of Intent with respect to the Corgenix Merger Agreement, discussed herein
above.  The  Company  has  no  continuing contractual or other relationship with
Innathera,  Inc.

8.   INTELLECTUAL  PROPERTY

The  Company has filed United States and Canadian trademark applications for the
use  of  the  name  Genesis  Bioventures.

On  November  3,  2000,  the  Company filed a trademark application for "GENESIS
BIOVENTURES"  with  the  U.S. Patent and Trademark Office. On December 21, 2000,
the  Company  filed  a trademark application for "Genesis Bioventures LOGO" with
the  U.S.  Patent  and  Trademark Office. The Company abandoned its reports with
respect  to  both  applications  effective February 2003. The Company expects to
file  additional  trademark  applications  from  time-to-time  in  the future as
necessary.

9.   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


                                        9
<PAGE>

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.

10.  HUMAN  RESOURCES/EMPLOYEES

The  Company  currently  has  11  employees, seven are employed in the Company's
finance  and  administration  headquarters  in  Vancouver,  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.

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.


                                       10
<PAGE>

----------     ----------------------------------
Level  1       August,  1999  -  November,  1999;
(Complete)     255  samples
----------     ----------------------------------
Level  2       January,  2000  -  January,  2001;
(Complete)     309  samples  -  multiple  sources
----------     ----------------------------------

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.

The  Company  is  currently  focusing  its efforts on further characterizing 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 and
achieving  sales  and  profitability  projections.

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


                                       11
<PAGE>

Spongiform  Encephalopathies  such  as  Mad  Cow  Disease  in cattle and Chronic
Wasting  Disease  in deer and elk.  Through a collaboration agreement with Bayer
Pharmaceutical,  PDL  is also developing a test to screen human blood and tissue
for  the  presence  of  Prion disease.  Founded in 1999, PDL is a privately held
company incorporated in Maryland, 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%.

Prion  diseases are a family of fatal neurodegenerative diseases that are caused
by a prion, an "infectious proteinaceous particle". Prion diseases have become a
major  health  concern  since  the  outbreak of Bovine Spongiform Encephalopathy
("BSE") or "Mad Cow Disease." BSE was first discovered in the United Kingdom but
has  now spread around the world. 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 slow developing but invariably fatal diseases, with the
brain  becoming  spongy  and  filled  with  tangled  protein  plaques.

Prion diseases are difficult to diagnose and the only diagnostic tests currently
available  for  BSE  are  based  on  analysis  of post-mortem brain samples from
cattle,  a  procedure  that is relatively slow and expensive. As a result, tests
can  only  be  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  similar  to a home pregnancy test which would be used
on-site  using  brain  tissue  taking  less than twenty minutes to complete with
accurate,  easily  interpreted  results.  Currently,  there  are no simple tests
available  to  detect  prion diseases.  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.  The financial losses
as  a  result  of the BSE outbreak in the United Kingdom were estimated to be in
excess  of $2.5 billion in 1998. Mad Cow Disease has only become a major concern
in  North America after the discovery of one infected cow in both Canada and the
United  States  last  year.  The  impact  of these findings is costing the North
American  cattle  industry  millions  of dollars daily due to the ban 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.

PDL  has  notified  the Company that it 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  patents  pending  PDL  strip  test  was  utilized  by  PDL  scientists  who
participated in the testing of white tail deer during the past hunting season in
conjunction  with  the  State of Wisconsin Veterinary Diagnostics Laboratory and
Wyoming  State Diagnostics Laboratory. The CWD Antigen Test Kit is a qualitative
test  for  the detection of the unique identifier of CWD, the pathogenic form of
the prion protein, PrPsc. Results from this testing provided positive predictive
accuracy  greater than 99% and negative predictive accuracy of greater than 96%.
The  simple,  inexpensive  test  would  be  practical  for  use at field testing
stations  as  well  as  in  laboratories.


                                       12
<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.

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.

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.

CORGENIX  MEDICAL  CORPORATION

The  Company  is  party  to  a Merger Agreement withCorgenix Medical Corporation
("Corgenix").  There  is no assurance that the merger will be completed or that,
if  completed,  that  it  will  be  advantageous  to the Company or its security
holders.  The following discussion concerning Corgenix has been gleaned from its
publicly  available  documents.  Corgenix  is not responsible for the content of
this  filing.

Corgenix,  through  its  wholly  owned  operating  subsidiary,  Corgenix,  Inc.
specializes  in  the  development,  manufacturing,  and  worldwide
marketing/distribution  of  products  for  the medical diagnostic industry.  The
Corgenix  menu of diagnostic products is sold on a worldwide basis to hospitals,
clinical  laboratories,  commercial  reference  laboratories,  and  research
institutions.

The  primary area of focus is providing products for the serologic diagnosis and
management  of  cardiovascular  disease,  liver disease and autoimmune disorders
using  proprietary  immunoassay  technology.  Corgenix  (formerly REAADS Medical
Products,  Inc.)  developed,  manufactured,  and marketed the first commercially
available  and  FDA  cleared  anticardiolipin  assay  used in the detection of a
number  of  autoimmune  and vascular diseases. The introduction of the first FDA
cleared antiphosphatidylserine (aPS) test kit established Corgenix as the leader
in  the  antiphospholipid  testing  market.

Corgenix  markets  products  through  a  broad network of sales representatives,
distributors  and  private  label  (OEM)  arrangements.  The company's sales and
marketing activities in Europe, Africa and Asia are managed through Corgenix UK,
a  wholly  owned  subsidiary  located  in  Peterborough,  England.
Corgenix's  strategy  focuses  on  the  following  areas:

-    continue  development  of  immunoassays  for  the  clinical  assessment  of
     cardiovascular  disease,  liver  disease  and  autoimmune  disorders.
-    promote  strategic collaborations with other diagnostic companies that have
     the  potential to benefit from Corgenix innovations including the licensing
     of  proprietary  Corgenix  immunoassay  technology.
-    Provide contract-manufacturing services for companies that may benefit from
     the  expertise of Corgenix scientists, technology, and the state-of-the-art
     manufacturing  facility.

In  April  of 2001, Corgenix announced that it had received 510(k) FDA clearance
for two new diagnostic test kits used for the patient risk evaluation of certain
cardiovascular  disorders  characterized  by  blood clot formation (thrombosis).
These  new  products  expand  Corgenix's  product  line  to a total of 11 in the
cardiovascular  area.


                                       13
<PAGE>

In  June  2001,  the  Company  announced that it had secured exclusive worldwide
(excluding  Japan) rights from Chugai Diagnostics Science Co., Ltd., ("CDS"), of
Tokyo,  Japan,  to  CDS'  intellectual  property  to  manufacture  and  market a
diagnostic  test  in  microplate  format that measures hyaluronic acid ("HA"), a
unique  indicator  of liver disease, arthritis and potentially other significant
diseases.  The license agreement calls for annual license payments and royalties
on  net  sales.  The  agreement  is  for  an initial term of five (5) years with
provisions  for  renewal or extension.  Management believes the worldwide market
potential  for  HA  in the monitoring of both liver disease and arthritis should
bring  opportunity  to  Corgenix, exceeding the market sizes of all of its other
products  combined.  Corgenix  estimates that the worldwide market potential for
HA  to  be  in  the $50 to $100 million range annually, based on the size of the
existing market in Japan demonstrated over the past seven years.  The Company is
already  demonstrating  significant  overseas  growth  in  HA  sales.

In March of 2002, Corgenix announced that it had signed a distribution agreement
with  RhiGene,  Inc.,  a  wholly  owned  subsidiary  of  Medical  &  Biological
Laboratories  Company,  Ltd.,  ("MBL")  of  Nagoya,  Japan.    This distribution
agreement  grants  Corgenix  exclusive  rights  to distribute RhiGene's complete
diagnostic  line  of autoimmune testing products in major markets throughout the
world.  The  MBL-RhiGene  product line has over 14 assays.  All are suitable for
automation  and  a majority have FDA 510k clearance.  This agreement will enable
Corgenix  to  be a key player in the autoimmune diagnostic market, a market that
affords  potential  throughout  the  world.

Corgenix  corporate  headquarters  is  located  in  Westminster,  Colorado.  The
Company  was  established  in  May  1998  resulting from a merger between REAADS
Medical  Products,  Inc.,  ("REAADS")  a  Delaware  Corporation,  and  Gray Wolf
Technologies,  Inc.,  ("Gray Wolf") a Nevada corporation. Prior to May 22, 1998,
the  business  was  conducted  by and under the name of REAADS Medical Products,
Inc.  Corgenix  currently  has  two  wholly-owned  operating  subsidiaries:

     Corgenix,  Inc.,  ("Corgenix, Inc.") (formerly REAADS), established in 1990
     and  located  in  Westminster,  Colorado. Corgenix, Inc. is responsible for
     sales  and  marketing  activities  for  North  America  and Japan, and also
     conducts  product  development,  product  support,  regulatory  affairs and
     product  manufacturing  of  the  diagnostic  products.

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

The  Diagnostics  Products  Business

Corgenix's  diagnostics  products  business  is  managed  by  Corgenix, Inc. and
Corgenix  UK, and includes the research, development, manufacture, and marketing
of  in  vitro  diagnostic  products for use in disease detection and prevention.
Corgenix  sells  142  diagnostics  products  on  a worldwide basis to hospitals,
clinical  laboratories,  commercial  reference  laboratories,  and  research
institutions.  Some  of  these  are products which the company has developed and
which  it  manufactures at its Colorado facility, and others are products, which
the company purchases from other healthcare manufacturers ("OEM Products").  All
of  these  products  are  used in clinical laboratories for the diagnosis and/or
monitoring  of  three  important  areas  of  healthcare:

     -    Autoimmune disease (diseases in which an individual creates antibodies
          to one's self, for example systemic lupus erythematosus and rheumatoid
          arthritis);
     -    Vascular disease (diseases associated with certain types of thrombosis
          or  clot  formation,  for example antiphospholipid syndrome, deep vein
          thrombosis,  stroke  and  coronary  occlusion);  and
     -    Liver  disease  (cirrhosis  and  transplanted  organ  rejection).

In  addition  to  Corgenix's  current  diagnostic products, Corgenix is actively
developing  new  laboratory  tests  in other important diagnostic testing areas.
Corgenix  manufactures  and  markets  to clinical laboratories and other testing
sites  worldwide.  Corgenix's  customers  include  large and emerging healthcare
companies  such  as  Instrumentation  Laboratories  and  Helena  Laboratories.


                                       14
<PAGE>

Most  of  Corgenix's  products  are  based  on  its  patented  and  proprietary
application  of  its  ELISA  technology, a clinical testing methodology commonly
used  worldwide.  All  of Corgenix's current products are based on this platform
technology  in  the Microplate format, a delivery format convenient for clinical
testing  laboratories.  The  Microplate delivery format allows the testing of up
to 96 samples per plate, and is one of the most commonly used formats, employing
conventional  testing  equipment  found  in virtually all clinical laboratories.

The  availability and broad acceptance of ELISA Microplate products reduces time
to  market worldwide for Corgenix's new products that employ this technology and
delivery  format. Corgenix's products are sold as "kits" that include all of the
materials  required  to perform the test except for routine laboratory chemicals
and  instrumentation. A test using ELISA technology involves a series of reagent
additions  into  the  Microplate  triggering a complex immunological reaction in
which  a resulting color occurs. The amount of color developed in the final step
of  the test is directly proportional to the amount of the specific marker being
tested for in the patient or unknown sample. The amount of color is measured and
the  results  calculated  using  laboratory  instrumentation.  The  company's
technology specifies a process by which biological materials are attached to the
fixed  surface  of  a  diagnostic  test  platform. Products developed using this
unique  attachment  method  typically  demonstrate  a  more  uniform  and stable
molecular  configuration,  providing  a  longer  average  shelf  life, increased
accuracy  and  superior  specificity  than  the  products  of  competitors.

Some  of  the  OEM products, which Corgenix obtains from other manufacturers and
sells  through  its  distribution  network,  utilize technologies other than its
patented  and  proprietary  ELISA  technology.

Corgenix's  diagnostic  tests  are  intended to aid in the identification of the
causes  of  illness  and  disease,  enabling  a  physician to select appropriate
patient  therapy. Internally and through collaborative arrangements, Corgenix is
developing  additional  products  that  are  intended  to  broaden  the range of
applications  for its existing products and to result in the introduction of new
products.

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

Corgenix currently uses the REAADS trademarks and trade names in the sale of the
products,  which  it manufactures. These products constitute the majority of its
product  sales.

Under  the  terms  of  the  Merger  Agreement, the Company will issue 14 million
(14,000,000)  common  shares  in  exchange  for  100%  of Corgenix's 5.3 million
outstanding  common shares.  The terms of the Merger Agreement also provide that
Corgenix's  current  management  team will assume the responsibility of managing
the  combined  entity,  which  will continue to be known as Genesis Bioventures,
Inc.  and  will  be  headquartered  in Westminster, Colorado, Corgenix's current
corporate headquarters.  The parties are seeking to close the Merger Transaction
on  or before August 31, 2004.  There is no assurance that such transaction will
be  consummated.

RISK  FACTORS

RELATING  TO  THE  BUSINESS  OF  GENESIS  BIOVENTURES

LACK  OF  ADEQUATE  CAPITAL

Although the Company recently completed a $2.3 Million Private PlacementofBridge
Securities,  the Company and/or the combined entity will need additional funding
for  operations.  The  Merger Agreement contemplates and fixes as a condition to
closing that there will be an additional equity financing of $6 Million Dollars.
There is no assurance that such a financing will be achieved, most notably, such
failure  would  allow  Corgenix  to  terminate  the  Merger  Agreement.

To  the  extent  that  additional  financing is obtained through the issuance of
additional equity securities, any such issuance may involve substantial dilution


                                       15
<PAGE>

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, 2003 and 2002, the Company sustained net losses
of  $4,542,786  and  $5,923,301, respectively.  At December 31, 2003 there was a
working  capital deficit of $3,587,845.  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  necessary  capital.

The  Auditors'  Report on the December 31, 2003 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, 2003 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.

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


                                       16
<PAGE>

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, and the combined Company is expected to continue to
be  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

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


                                       17
<PAGE>

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;
     -    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  Genesis  Bioventures  before  or  after its proposed merger with
Corgenix.

RELIANCE  ON  KEY  PERSONNEL

In  the  absence of consummation of the merger with Corgenix, the Company  would
be  materially  adversely  affected if one or more of the senior management team
members  do  not  continue  to  perform  in their present positions  or  if  the
Company  is  unable  to  hire  and  train  a  sufficient  number  of  qualified
management,  professional,  technical  and  regulatory  personnel.  After  the
Merger,  the  Company  will  be  dependent  on  the  personnel  of  Corgenix.

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,


                                       18
<PAGE>

if  any,  in  the  Company's  securities  would  thereafter  be conducted in the
non-NASDAQ  over-the-counter  market.  The  Company 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.  The Company will need AMEX approval to
maintain  its  listing  in  connection  with  the  completion of the merger with
Corgenix and the Takeout Financing.  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 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 April 6,
2004  the  Company  has issued 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 the Takeout
Financing,  and/or  the  Merger  Transaction.

RELATING  TO  THE  BUSINESS  OF  CORGENIX

There  can  be no assurance that the Merger with Corgenix will be consummated or
that  if  consummated,  that  the  intended  business benefits will be realized.


                                       19
<PAGE>

The  Merger  Transaction  is  subject  to, among other conditions, an additional
financing  requiring  $6,000,000  or more of additional equity.  The parties are
seeking such equity from institutional parties.  There is no assurance that such
a  financing  will  be accomplished. In the event of a breach of a signed Merger
Transaction,  the  breaching  party  may  be liable to the other party for up to
$1,500,000  of  liquidated  damages.  There is no expectation that a breach will
occur, or that if it occurs, no assurance that the breaching party would be able
to  meet  its  liquidated  damages  obligations.

The  merger  of  Corgenix  and  Genesis Bioventures may not be completed for any
variety  of reasons including, failure to obtain necessary shareholder approval,
breach  of  parties, representations and warranties and failure to satisfy other
conditions  to  closing.  Even  if the merger is consummated, the integration of
the  companies could prove to be a complex, time consuming and expensive process
and may result in disruption of the business of the combined company.  Following
the  merger,  the  combined  company  must  operate  as  a combined organization
utilizing  common  information  and communication systems, operating procedures,
financial  controls,  and  human  resources practices.  There may be substantial
difficulties,  costs  and delays involved in integrating the companies.  Even if
the  two  companies  are able to integrate operations, there can be no assurance
that  the anticipated synergies will be achieved.  The failure to consummate the
merger,  or  achieve  such synergies could have a material adverse effect on the
business results of operations and financial condition of Genesis Bioventures or
the  combined  company.

CORGENIX LOSSES INCURRED; FUTURE CAPITAL NEEDS; RISKS RELATING TO THE DIAGNOSTIC
PRODUCTS  BUSINESS;  UNCERTAINTY  OF  ADDITIONAL  FUNDING

Corgenix  has  incurred  operating losses and negative cash flow from operations
for  most  of  their  history.  Net  losses  incurred since their inception have
aggregated  $4,729,316  and there can be no assurance that Corgenix will be able
to  generate  positive  cash  flows to fund their operations in the future or to
pursue  their  strategic  objectives.  Corgenix  believes  that  they  will have
sufficient  cash and borrowing availability to satisfy their operating needs for
at  least  the  next  year.

DEPENDENCE  ON  COLLABORATIVE  RELATIONSHIPS  AND  THIRD  PARTIES  FOR  PRODUCT
DEVELOPMENT  AND  COMMERCIALIZATION

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

DEPENDENCE  ON  DISTRIBUTION  PARTNERS  FOR  SALES  OF  DIAGNOSTIC  PRODUCTS  IN
INTERNATIONAL  MARKETS

Corgenix has entered into distribution agreements with collaborative partners in
which  they  have  granted  distribution rights for certain of their products to
these  partners  within  specific  international  geographic  areas. Corgenix is
dependent  on  its  partners  for  such  distribution  arrangements.

OTHER  RISKS  IMPACTING  ON  THE  BUSINESS  OF  CORGENIX


                                       20
<PAGE>

The  foregoing  factors  are  not  intended to be an exhaustive list of the Risk
Factors  impacting  on  the  business  of  Corgenix  in  the  event  the  Merger
Transaction is consummated.  Other risks unique to Corgenix include Governmental
Regulation  of  it  as  a  Medical Device Manufacturer, risks resulting from the
costs  and  involvements  of  its participation in foreign markets uncertainties
with  respect  to  its patents, trade secrets, trademarks, and other proprietary
assets,  limited  manufacturing  experience  with  applications  of  the  ELISA
technology,  and  dependence  on  its  key  personnel.

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, 2004. The lease contains a termination clause of six
months  at  the option of the Company. The Company also has a five-year lease on
3,377 square feet of space in Vancouver, British Columbia, Canada, pursuant to a
lease, which commenced on April 1, 2001. Monthly lease payments on these offices
are  approximately $7,826 ($12,041 Cdn) per month. These offices are sub-let for
approximately  72%  of the monthly lease payment. An early termination agreement
was  reached  and  the  lease  obligation  expired on March 31, 2004. 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  is  a  Defendant  in a law suit initiated by Biotherapies, Inc., a
Michigan  corporation,  and  Dr.  Paul  R.  Ervin,  against  the Company and the
Company's  President,  E.  Greg  McCartney,  in  the  U.S.  District  Court  for
Michigan.  The  action  purports  to  seek  relief  under Section 10(b-5) of the
Securities  and  Exchange  Act  of  1934,  and seeks judgment requiring that the
Company  immediately  furnish  to  Plaintiff  Biotherapies,  Inc.,  and  to  the
Company's  transfer  agent,  a favorable opinion with respect to the prospective
transfer  by  Biotherapies  of  certain  Shares  of  the Company's stock held by
Biotherapies.  Plaintiff  noticed  a  motion for preliminary injunction before a
District.  That  motion  was recently heard and denied by the Court, which ruled
inter alia, that Plaintiff has little likelihood of success. Management believes
 ---------
that there is little likelihood of success by Plaintiffs. Plaintiff's prayer for
relief, in addition to seeking the opinion letter, also seeks alleged damages of
$2,400,000,  and  such  other  and further relief as the Court may deem just and
proper.  The  Company  intends  to  move  for  dismissal  of the Complaint at an
appropriate  time,  and/or  to  otherwise  defend  its  position vigorously. The
Company  was  previously  a  sub-licensee  of Biotherapies, Inc. and on March 3,
2003,  Biotherapies,  Inc. asserted that the Company had defaulted under its MSA
Sub-license  Agreement,  and  terminated  the  Company's  rights  thereunder.

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.  The plaintiff is seeking general
and  special  damages  including  the value of 500,000 Company shares and 90,000
Company  stock  options.  The  Company  has  denied all claims and has taken the
position  that  the  Company  shares  and  stock  options  claimed  were  to  be
performance  based  according  to  a  formula,  which was never agreed upon. The
Company  also  believes  that the former president was terminated as allowed for
under  the  consulting agreement.  The Company has filed a counter claim against
the  former  president  of  the  Company  for damages for breach of contract and
fraudulent  or  negligent  misrepresentation.

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.

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
2004,  in  connection  with  the  Corgenix  Merger.


                                       21
<PAGE>

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.  High and low sales prices for 1999
and  2000  are  as reported by the OTC Bulletin Board. High and low sales prices
for 2001 to 2003 as reported by The American Stock Exchange.  The OTC quotations
represent  prices between dealers and do not include retail mark-up, markdown or
commissions  and  may  not  necessarily  represent  actual  transactions.

<TABLE>
<CAPTION>
QUARTER ENDED             HIGH          LOW
------------------    ------------  -----------
<S>                   <C>           <C>
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

FISCAL 2002
  December 31, 2002    $1.223       $0.620
  September 30, 2002   $1.320       $0.680
  June 30, 2002        $1.086       $0.756
  March 31, 2002       $1.700       $1.086
</TABLE>

As  of  April 6, 2004, there were approximately 1380 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  Stockholders converted  such stock
into  the  same  number  of  additional  shares  of  the Company's Common Stock.

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.


                                       22
<PAGE>

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.

SALES  OF  UNREGISTERED  SECURITIES

In  the  three years ended December 31, 2003, 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,  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.

During  the  year  ended  December  31,  2001, the Company sold 1,418,101 common
shares  to  63  accredited  investors under private placements at prices ranging
from  $1.20  per share to $2.00 per share.  The private placements also included
warrants  to  purchase  691,150  additional common shares at prices ranging from
$2.20  per  share  to  $3.00  per  share.

In  connection  to  securities,  the  Company issued warrants to purchase 29,832
shares  to  a  placement  agent  at $2.50 per share and paid cash commissions of
$93,451.  These  warrants expire December 31, 2004. In connection with the other
private  placements,  the  Company  paid commissions totaling $86,515 to Okoboji
Financial  Services.

Pursuant  to  the  Company's  acquisition  of  Biotherapies'  50%  interest  in
Biomedical  Diagnostics  LLC,  the Company issued 2,524,030 shares of its common
stock  with  a  fair  value  of  $4,719,936.  The  shares  were  issued  to  one
purchaser.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

Equity  based  compensation  plans  in  force  as  at  December  31,  2003:

<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
                        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          1,850,000                        $  1.21                         1,258,903
security holders
---------------------   ----------------------------    --------------------------     ------------------------
</TABLE>


                                       23
<PAGE>

<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
                        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 not approved           240,000                           0.48                            n/a
by security holders
---------------------   ----------------------------    --------------------------     ------------------------
Total                      2,090,000                        $  1.28                          1,258,903
---------------------------------------------------------------------------------------------------------------
</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,  2003,  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.

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, 2003, 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.


                                       24
<PAGE>

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,  2003  compared  to  December  31,  2002:

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  2003  or  2002.

In  2002,  the  Company  held  an  investment  in,  and  a  sub-license  from,
Biotherapies,  Inc,  a  Michigan  corporation,  which  held  a  license from the
University  of Michigan, with respect to a certain breast cancer diagnostic. The
license  held  by  Biotherapies  was  terminated by the University, and on March
3,2003,  Biotherapies  terminated the Company's sublicense.  On May 13, 2003 the
Company  was granted a direct license with respect to such diagnostic technology
from  the  University  of  Michigan.

1.     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 the first
quarter  of  2004,  the  Company completed a private placement financing through
which it realized net proceeds of $1,878,638 to date, with an additional $91,350
still  outstanding.

For  the  year  ended  December  31,  2003,  the  Company incurred a net loss of
$4,542,786 compared to $5,923,301. A substantial fraction of such losses in 2003
were  incurred  due  to  amortization of technology assets. On a cash basis, the
Company  used  $990,668 on operations activities in 2003, compared to $1,258,144
in  2002.

Total  cash  used in operations decreased by $267,476 from $1,258,144 in 2002 to
$990,668  in  2003.

Loss  per share was ($0.17) in 2003 compared to ($0.27) in 2002. The decrease in
loss  per  share is due to the decrease in the loss during the current 2003 year
and  the  increase  in  the  weighted  average number of shares outstanding. The
weighted  average  number  of shares outstanding for the year ended December 31,
2003  was  27,201,652  compared  to  21,922,601  for the year ended December 31,
2002.


                                       25
<PAGE>

Research  and  development  expenses of $367,964 were recorded in the year ended
December  31,  2003  relating to the expenses incurred by Biomedical Diagnostics
compared  to  $436,939  for  the  year  ended  December  31,  2002, a decline of
$68,975  reflecting  reduced  activity  due  to  a  lack  of  funding.

In  2002,  the  Company  wrote-down  its  investment  in  Biotherapies  Inc.  of
$2,122,373  and  incurred  no  further  loss  in  respect  thereof  in  2003.

The  Company  incurred  net  gains  on  debt  settlements  during  the  year
ended  December  31,  2003  of  $384,836  compared to gains of $1,233,269 during
the  year  ended  December  31,  2002.

The  Company's  total assets as at December 31, 2003 totaled $9,027,588 compared
to  total  assets  of  $11,025,497  as  at  December  31,  2002.  Total  assets
have  increased  in  2004 as a consequence of the private placement completed in
the  first  quarter  of  2004.

Stockholders'  equity  as  at  December  31,  2003  was  $5,346,838  compared to
$7,580,505 as at December 31, 2002. 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's  Plan of Operation is highly dependent on its ability to complete
the  Corgenix Merger and an associated $6,000,000 Takeout Financing, as to which
there  is no assurance of success.  If the Corgenix Merger cannot be consummated
for  any reason beyond the control of management, 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 ($990,668) for the year ended
December 31, 2003 compared to ($1,258,144) for the year ended December 31, 2002.

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.

The  Company  has  signed  a  definite  agreement to merge with Corgenix Medical
Corporation.  In  connection  therewith  the  Company and Corgenix are currently
seeking  a  $6,000,000 take-out financing, which is a condition precedent of the
Merger  Agreement.  There is no assurance that the Merger will be consummated or
that  such  financing  will  be  arranged.

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

<TABLE>
<CAPTION>
                                                      Payments Due by Period

                                                            2004          2005-2006     2007-2008
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                          $1,060,490       $  1,060,490      $    -       $    -        $   -
Operating leases                         $   76,354       $     69,885      $2,283       $2,283        $1,903
                                    ----------------   ----------------  ------------  -----------   ----------
Total contractual cash obligations       $1,136,844       $  1,130,375      $2,283       $2,283        $1,903
                                    ================   ================  ============  =============  =========
</TABLE>


                                       26
<PAGE>

As  of  December  31, 2003, the Company had cash on hand of approximately $9,070
and  a  working capital deficiency of $3,587,845.  In the opinion of management,
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,  2003  and  2002
     -    consolidated  statements  of  operations,  cash  flows  and  changes
          in  stockholders'  equity  for  the  years ended 2003 and 2002 and the
          period  from  September  19,  1994  (inception)  to  December 31, 2003
     -    notes  to  consolidated  financial  statements.

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

None.

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.


                                       27
<PAGE>

<TABLE>
<CAPTION>
NAME                       AGE                   POSITION
---------------------     ----    ---------------------------------------
<S>                       <C>     <C>
E.  Greg  McCartney        52     Chairman of the Board, President, Chief
                                    Executive  Officer

T.J. Lou  McKinney, C.A.   69     Chief Financial Officer and Director

Lawrence  J.  Pasemko      67     Executive Vice President and Director

Ian B. Woods, M.D., Ph.D.  59     Vice  President  and Director

Robert  Lutz               67     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 is the Company's Vice President
     of  Science  and  Technology.  Dr.  Woods was the Company's Vice President,
     Operations  from  1998  to 2000 and also serves as a Director. 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.

     ROBERT  F.  LUTZ  -  Mr.  Lutz  is  a  Director of the Company and has been
     actively  involved  in  five  real estate development investments since his
     retirement  in  1995.  He was the founder of Continental Circuits Corp. and
     served  as  Chairman of the Board and President since its inception in 1975
     until  the  corporation's  public  offering  in  1995.  He  held management


                                       28
<PAGE>

     positions  in  three  start-up companies in the computer industry from 1969
     through  1975  when  he  founded Continental Circuits Corp. Previously, Mr.
     Lutz  was  employed  by The General Electric Company from 1960 through 1968
     where  he  served  in  various  positions  of  increasing  responsibility.

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.  Lutz,  and  Dr. Woods were elected at a meeting of the stockholders held on
October  24,  2001.

The  Company  has  only  one  director  who  is not a member of management. That
director,  Mr. Robert F. Lutz, effectively acts as a one person Audit Committee,
currently. No person has been appointed as the audit committee financial expert.
In  connection with the Corgenix Merger, the Company and Corgenix have committed
to having a Board of Directors with at least three independent Directors, one or
more  of  whom  would  qualify  as  the  audit  committee  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,  2003.  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,                  2003        $132,000            -    $      -       $      -
  President and Chief               2002        $132,000            -    $      -       $      -
  Executive Officer                 2001               -            -    $ 94,998(1)    $501,000(4)

Lawrence J. Pasemko,                2003        $120,000            -    $      -       $      -
  Executive Vice                    2002        $120,000            -    $      -       $      -
  President                         2001               -            -    $ 94,998(1)    $501,000(4)

T.J. Lou McKinney,                  2003        $ 72,000            -    $      -       $      -
  Chief Financial                   2002        $ 72,000            -    $      -       $      -
  Officer                           2001               -            -    $ 60,000(2)    $261,900(5)

Dr. Ian Woods,                      2003        $ 60,000            -    $      -       $      -
Vice President                      2002        $ 60,000            -    $      -       $      -
                                    2001               -            -    $ 48,682(3)    $334,000(6)
</TABLE>
----------------------------
(1)  Represents  1/2  of  annual  management  fee paid to Tynehead Capital Corp.
(2)  Represents  management  fees  paid  to  No.  134  Corporate  Ventures.

                                       29
<PAGE>

(3)  Represents  scientific  consulting  fees  paid  to  Dr.  Woods.
(4)  Represents  stock options to purchase 367,500 common shares at an  exercise
     price  of  $0.48  per  share.
(5)  Represents  stock  options to purchase 180,000 common shares at an exercise
     price  of  $0.48  per  share.
(6)  Represents stock options to purchase 290,000 common  shares at  an exercise
     price  of  $0.48  per  share.

STOCK  OPTIONS

No  Stock  Options  were  granted  in  the  year  ended  December 31, 2003.  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.

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, 2003      AT DEC 31, 2002
                       SHARES ACQUIRED ON                    ------------------------   ---------------------
                            EXERCISE        VALUE REALIZED         EXERCISABLE (1           EXERCISABLE (1)
                       ------------------   --------------   ------------------------   ---------------------
<S>                    <C>                  <C>              <C>                        <C>
E. Greg McCartney                       -                -                  367,500                      -
Lawrence Pasemko                        -                -                  367,500                      -
Dr. Ian Woods                           -                -                  290,000                      -
T.J. Lou McKinney                       -                -                  180,000                      -
</TABLE>

----------------
(1)  There  were  no  unexercisable  options  as  of  December  31,  2003.

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,  2003.

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,  and Dr. Ian Woods, Chief Scientific
Officer  are  parties  to employment agreements with the Company. The agreements
have  a  two-year term and contain confidentiality clauses and provide for early
termination  for  change  in  control  on  relocation of the Company's principal
offices.  The  Merger  Agreement  with  Corgenix contemplates the termination of
employment of substantially all of the current employees of the Company with the
exception  of  E.  Greg  McCartney and a small administrative staff which may be
continued  for  a  financing  office in Vancouver, and possibly the research and
development  staff  in Ann Arbor, Michigan.  The Company estimates the aggregate
cost  of  such  early terminations of employment will not exceed $600,000.  Each
officer  whose employment is terminated will receive continuing compensation for
periods  of  12  to 24 months in accordance with the arrangements with Corgenix.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following table sets forth information known to the Company, as of December
31,  2003, 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.


                                       30
<PAGE>

<TABLE>
<CAPTION>
                                                            NUMBER OF            PERCENT OF
                         NAME AND ADDRESS                    SHARES              OUTSTANDING   PERCENT OF VOTING
TITLE OF CLASS           OF BENEFICIAL OWNER           BENEFICIALLY OWNED (2)     SHARES (3)     OWNERSHIP (4)
                        -------------------------      ----------------------   ------------   ----------------

<S>                     <C>                            <C>                      <C>            <C>
Common shares            E. Greg McCartney   (1)               867,028(5)             3.35%              3.04%

Common shares            Lawrence J. Pasemko (1)               878,028(5)             3.40%              3.09%

Common shares            T. J. Lou McKinney  (1)               190,000(5)            .76%                 .76%

Common shares            Ian B. Woods, M.D., Ph.D. (1)         590,000(5)             2.29%              2.28%

Common shares            All directors and officers
                         as a group                          2,525,056                9.79%              9.46%

Common shares            Lutz Family Trust
                         71 Biltmore Estates Phoenix,
                         AZ 85016                            7,135,575(6)            27.67%             27.60%

Common shares            Biotherapies, Inc.
                         5592 Plymouth Road
                         Ann Arbor, MI 48105                 2,524,030                9.79%              9.76%
</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.

(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 two series of loans of $700,000 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 $700,000 loan the


                                       31
<PAGE>

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 is convertible into common shares at $1.50 at the holder's
option.  Upon  any such conversion, the holder will 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.


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 March 6, 2003, filed on March 18,
          2003  regarding  termination  of Biotherapies Inc.'s mammastatin serum
          assay  technology  licenses  by  the  University  of  Michigan and the
          Company's  negotiations  with  the University of Michigan to acquire a
          license  to  the  technology.

     2.   Current  report  on Form 8-K dated December 30, 2003 filed on December
          31, 2003 regarding the resolution of disputes concerning the Company's
          interest  in Prion Developmental Laboratories and regarding litigation
          concerning  Biotherapies  Inc.'s shareholder interests in the Company,
          including  the  filing  of a civil action by Biotherapies Inc. and Dr.
          Paul  Ervin  Jr.

     3.   Current  report  on  Form  8-K dated March 12, 2004 filed on March 24,
          2004  regarding  private placement of certain senior convertible Notes
          and  associated  Warrants  and  the  signing  of  a  definitive Merger
          Agreement  with  Corgenix  Medical  Corporation.

ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

The  Company  has  only  one  director  who  is not a member of management. That
director,  Mr. Robert F. Lutz, effectively acts as a one person Audit Committee,
currently.

The  Company's independent outside accountants are:  KPMG Chartered Accountants.

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:

            AUDIT  FEES     AUDIT-RELATED  FEES     TAX  FEES     ALL OTHER FEES
          ----------     ------------------     --------     --------------

2002       $67,711          $  9,630                  -              -

2003       $63,915          $31,339

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.  The Company has agreed with Corgenix to increase
the  composition  of  the Audit Committee by increasing the size of the Board of
Directors  to a minimum of six (6) and up to a maximum of eight (8) persons.  At
least  three of such persons will be independent directors within the meaning of
the  Sarbanes-Oxley  Act.


                                       32
<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

April, 14  2004

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                                          April, 14 2004
-----------------------
E.  Greg  McCartney         Chairman  of  the  Board
                            President  and  Chief  Executive
                            Officer  And  Director

/s/ T.J. Lou  McKinney                                          April, 14 2004
-----------------------
T.J. Lou  McKinney, C.A.    Chief  Financial  Officer
                            and  Director  (principal  financial
                            and  accounting  officer)

/s/ Lawrence  J.  Pasemko                                       April, 14 2004
-------------------------
Lawrence  J.  Pasemko       Executive  Vice  President
                            and  Director

/s/ Robert  Lutz                                                April, 14 2004
-----------------------
Robert  Lutz                Director


/s/ Ian B. Woods                                                April, 14 2004
------------------------
Ian B. Woods, M.D., Ph.D.   Vice  President  of  Science
                            and  Technology  and  Director


                                       33
<PAGE>

DRAFT  -  APRIL  13,  2004
Consolidated  Financial  Statements
(Expressed  in  United  States  dollars)

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Years  ended  December  31,  2003  and  2002


                                      F - 1
<PAGE>

INDEPENDENT  AUDITORS'  REPORT
To  the  Board  of  Directors  and  Stockholders
Genesis  Bioventures,  Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Genesis
Bioventures,  Inc.  (a  Development  Stage  Company) as of December 31, 2003 and
2002,  and  the  related  consolidated  statements  of operations, stockholders'
equity  and  cash  flows for the years then ended.  These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.  The  cumulative  statements  of operations,
stockholders'  equity  and  cash  flows  for  the period from September 19, 1994
(inception)  to  December 31, 2003 include amounts for the period from September
19,  1994 (inception) to December 31, 1999, 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 14, 1994 through December 31,
1999  is  based  solely  on  the  reports  of  other  auditors.

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

In  our  opinion,  based  on  our  audits  and the report of other auditors, 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, 2003 and 2002 and the results of
its  operations  and its cash flows for the years then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  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.



Chartered  Accountants

Vancouver,  Canada
April  6,  2004


                                      F - 2
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Balance  Sheets
(Expressed  in  United  States  dollars)

December  31,  2003  and  2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            2003           2002
----------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>
Assets

Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . .    $      9,070   $     11,860
  Short-term investments . . . . . . . . . . . . . . . . . . . . . .          74,511              -
  Accounts and other receivables . . . . . . . . . . . . . . . . . .         6,424          2,736
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . .           2,900        153,295
  Due from related party . . . . . . . . . . . . . . . . . . . . . .               -         51,906
  --------------------------------------------------------------------------------------------------
  Total current assets . . . . . . . . . . . . . . . . . . . . . . .          92,905        219,797

Property and equipment (note 5). . . . . . . . . . . . . . . . . . .          45,399        108,428

Medical technology licenses (note 7) . . . . . . . . . . . . . . . .       8,889,284     10,697,272
----------------------------------------------------------------------------------------------------

                                                                        $  9,027,588   $ 11,025,497
====================================================================================================

Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable and accrued liabilities . . . . . . . . . . . . .    $  2,393,067   $  2,109,233
  Accounts payable and accrued liabilities - related parties (note 10)       227,193        274,950
  Promissory notes payable - related parties (note 8). . . . . . . . .       712,181        700,000
  Promissory notes payable . . . . . . . . . . . . . . . . . . . . . .       348,309        360,809
  --------------------------------------------------------------------------------------------------
  Total current liabilities. . . . . . . . . . . . . . . . . . . . . .     3,680,750      3,444,992

Stockholders' equity (note 9):
  Common stock, $0.0001 par value:
    Authorized:  100,000,000 shares
    Issued:  29,068,768 (2002 - 24,768,139). . . . . . . . . . . . . .         2,907          2,476
  Preferred stock, $0.0001 par value:
    Authorized:  100,000,000 shares
    Issued:  63,562 (2002 - 64,562). . . . . . . . . . . . . . . . . .             6              6
  Additional paid-in capital . . . . . . . . . . . . . . . . . . . . .    40,679,575     38,153,137
  Common share subscriptions . . . . . . . . . . . . . . . . . . . . .        60,000        277,750
  Deficit accumulated during the development stage . . . . . . . . . .   (35,395,650)   (30,852,864)
  --------------------------------------------------------------------------------------------------
  Total stockholders' equity . . . . . . . . . . . . . . . . . . . . .     5,346,838      7,580,505
  --------------------------------------------------------------------------------------------------

                                                                        $  9,027,588   $ 11,025,497
====================================================================================================
</TABLE>

Going  concern  (note  1)
Commitments,  contingencies  and  legal  proceedings  (notes  3,  4  and  14)
Subsequent  events  (notes  3  and  15)
Proposed  business  combination  (note  16)


See  accompanying  notes  to  consolidated  financial  statements.

Approved  on  behalf  of  the  Board:

               Director                 Director
-------------            -------------


                                      F - 3
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Operations
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          Period  from
                                                                         September 19, 1994
                                                                         (inception)  to
                                              Years ended December  31,    December  31,
                                                  2003          2002          2003
---------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>
Expenses:
  Amortization . . . . . . . . . . . . . . .  $ 1,880,315   $ 1,896,791   $  3,995,803
  Loss on foreign exchange . . . . . . . . .       71,899        69,295        158,516
  Investor relations:
    Stock-based compensation . . . . . . . .      434,136       289,668      1,209,510
    Incurred . . . . . . . . . . . . . . . .       62,267         6,442        980,713
  Legal and accounting . . . . . . . . . . .      477,030       455,769      2,025,947
  Listing and share transfer fees. . . . . .       82,925        87,760        361,639
  Management and consulting fees:
    Stock-based compensation . . . . . . . .       27,500        11,737      4,777,068
    Incurred . . . . . . . . . . . . . . . .      112,177        72,476      2,043,814
  Office and miscellaneous . . . . . . . . .       83,608        40,059        422,151
  Rent and occupancy costs . . . . . . . . .      114,088        86,875        592,304
  Salaries and benefits:
    Stock-based compensation . . . . . . . .      388,550             -        388,550
    Incurred . . . . . . . . . . . . . . . .      548,020       491,417      1,287,460
  Telephone. . . . . . . . . . . . . . . . .       15,791        26,262        122,394
  Travel and promotion . . . . . . . . . . .       41,476       142,217      1,125,058
  In-process research and development (note 3)          -             -        750,000
  Research and development . . . . . . . . .      367,964       436,939        907,299
  Royalty fees . . . . . . . . . . . . . . .            -       100,291        100,291
  -------------------------------------------------------------------------------------
                                                4,707,746     4,213,998     21,248,517
---------------------------------------------------------------------------------------

Loss before undernoted . . . . . . . . . . .   (4,707,746)   (4,213,998)   (21,248,517)

Other income (expenses):
  Other income . . . . . . . . . . . . . . .      104,179        34,895        139,074
  Interest income. . . . . . . . . . . . . .          744         3,201         80,419
  Interest and bank charges:
    Incurred . . . . . . . . . . . . . . . .     (179,015)     (292,045)      (902,849)
    Amortization of deemed discount (note 8)     (262,137)     (566,250)    (2,741,730)
  Equity in loss of investments (note 6):
    Prion Developmental Laboratories, Inc. .            -             -     (2,436,553)
    Biotherapies, Inc. . . . . . . . . . . .            -    (2,122,373)    (5,437,610)
    Biomedical Diagnostics, LLC. . . . . . .            -             -     (3,357,253)
  Gain on debt settlements . . . . . . . . .      501,189     1,233,269        846,104
  -------------------------------------------------------------------------------------
                                                  164,960    (1,709,303)   (13,792,398)
---------------------------------------------------------------------------------------

Loss for the period. . . . . . . . . . . . .  $(4,542,786)  $(5,923,301)  $(35,040,915)
=======================================================================================

Loss per common share, basic and diluted
(notes 2(k) and 9(f)). . . . . . . . . . . .  $     (0.17)  $     (0.27)  $      (3.64)
=======================================================================================

Weighted average common shares outstanding,
basic and diluted. . . . . . . . . . . . . .   27,201,652    21,922,601      9,729,492
=======================================================================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                      F - 4
<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 - 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>
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 - 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
  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 - 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>

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 - 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
  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 - 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>

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 - 10
<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 - 11
<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
===================================================================================================================================
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements.


                                     F - 12
<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
                                                                                    (inception)  to
                                                      Years  ended  December  31,   December  31,
                                                      ---------------------------
                                                          2003          2002          2003
-----------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>
Cash flows from operating activities:
  Loss for the period. . . . . . . . . . . . . . . . .  $(4,542,786)  $(5,923,301)  $(35,040,915)
  Items not affecting cash:
    Amortization . . . . . . . . . . . . . . . . . . .    1,880,315     1,896,791      3,995,803
    Deemed discount amortization on
      promissory notes . . . . . . . . . . . . . . . .      262,137       566,250      2,850,063
    Equity in loss on investment of
    Biomedical Diagnostics LLC . . . . . . . . . . . .            -             -      3,357,252
    Equity in loss on investment of
    Biotherapies, Inc. . . . . . . . . . . . . . . . .            -     2,122,373      5,437,611
    Equity in loss on investment of Prion
    Developmental Laboratories, Inc. . . . . . . . . .            -             -      2,436,553
    In-process research and development. . . . . . . .            -             -        750,000
    Stock-based compensation . . . . . . . . . . . . .      850,186       301,405      5,231,040
    Stock appreciation rights plan . . . . . . . . . .            -             -         29,230
    Gain on debt settlements . . . . . . . . . . . . .     (501,189)   (1,233,269)      (864,104)
  Changes in operating assets and liabilities:
    Accounts and other receivables . . . . . . . . . .       (3,688)        7,526         (6,424)
    Prepaid expenses . . . . . . . . . . . . . . . . .      150,395       (43,395)       100,966
    Accounts payable and accrued liabilities . . . . .    1,087,414     1,047,476      5,660,496
  ---------------------------------------------------------------------------------------------------
  Net cash used in operating activities. . . . . . . .     (817,216)   (1,258,144)    (6,062,429)

Cash flows from investing activities:
  Capital expenditures on property and equipment . . .       (9,298)       (4,330)      (125,156)
  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)
  Deposit on future acquisitions . . . . . . . . . . .            -             -        (50,000)
  Purchase of short-term investments . . . . . . . . .      (74,511)            -       (441,511)
  Redemption of short-term investments . . . . . . . .            -             -        367,000
  Due from related party . . . . . . . . . . . . . . .       51,906       (51,906)             -
  ---------------------------------------------------------------------------------------------------
  Net cash used in investing activities. . . . . . . .      (31,903)      (56,236)   (11,818,495)

Cash flows from financing activities:
  Exercise of share purchase warrants. . . . . . . . .            -             -         63,000
  Exercise of stock options. . . . . . . . . . . . . .            -        38,203        385,803
  Issuance of promissory notes . . . . . . . . . . . .       21,681       174,100      5,864,428
  Repayment of promissory notes. . . . . . . . . . . .      ( 9,500)            -       (609,500)
  Common stock issued for cash . . . . . . . . . . . .      774,148       597,854      6,192,602
  Common stock subscriptions . . . . . . . . . . . . .       60,000       277,750        427,750
  Preferred stock issued for cash. . . . . . . . . . .            -             -      5,565,911
  ---------------------------------------------------------------------------------------------------
  Net cash provided by financing activities. . . . . .      846,329     1,087,907     17,889,994
-----------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents         (2,790)     (226,473)         9,070

Cash and cash equivalents, beginning of period . . .         11,860       238,333              -
-----------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period . . . . . .    $     9,070   $    11,860   $      9,070
=====================================================================================================
</TABLE>


                                     F - 13
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Statements  of  Cash  Flows,  Continued
(Expressed  in  United  States  dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Period  from
                                                                                 September 19, 1994
                                                                                    (inception)  to
                                                      Years  ended  December  31,   December  31,
                                                      ---------------------------
                                                          2003          2002          2003
-----------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>
Supplemental  disclosure:
  Cash  paid  for:
    Income  taxes                                     $           -     $       -     $        -
    Interest                                                    752         4,800        288,085
  Non-cash  activities:
    Common  stock issued to settle or upon conversion
      of promissory notes payable and accounts
      payable and accrued  liabilities . . . . . . .        448,173     2,177,601      8,533,251
    Common  stock  issued  for shares of Biotherapies
      Inc. and patents . . . . . . . . . . . . . . .              -             -      4,570,700
    Discounts  and  beneficial  conversion
      feature  on promissory notes . . . . . . . . .         61,012       107,852      2,486,133
    Deemed  dividends  on  preferred  shares . . . .              -             -        354,735
    Common  stock  issued  on  conversion  of
      preferred shares . . . . . . . . . . . . . . .              -            12            194
    Contribution  to  BioMedical  Diagnostics,  LLC
      of  rights acquired. . . . . . . . . . . . . .              -             -      2,680,860
    Issuance  of  common stock and warrants for share
      financing services . . . . . . . . . . . . . .        240,559       147,826        463,492
    Issuance  of  common  stock on acquisition
      (note 6(a)). . . . . . . . . . . . . . . . . .              -             -      1,680,000
    Shares  issued  as consideration for acquisition
      of 50% interest in LLC (note 3). . . . . . . .              -             -      4,719,936
    Subscription  receivable  for  issued
      common  shares . . . . . . . . . . . . . . . .              -             -         15,000
    Common  stock  issued  for  fixed  assets. . . .              -             -         11,189
    Extinguishment  of  stock appreciation
      rights plan (note 9(d)). . . . . . . . . . . .              -       632,066        632,066
    Conversion of trade payables to promissory notes         60,000             -         60,000
    Forgiveness of salaries. . . . . . . . . . . . .        489,905             -        489,905
=====================================================================================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                     F - 14
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Notes  to  Consolidated  Financial  Statements
(Expressed  in  United  States  dollars)

Years  ended  December  31,  2003  and  2002
--------------------------------------------------------------------------------
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  therapy  and  neurodegenerative  diagnostics.

At  December  31,  2003,  the  Company  holds equity interests in: Biotherapies,
Incorporated ("Biotherapies"), a private company which currently is inactive and
was  developing  a  potential  therapeutic  for  breast  cancer;  and  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  agreement  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,  2003,  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 its ability to remain compliant with its medical
technology  license  agreement  with the University of Michigan (notes 3 and 7),
obtain  third  party  financing  in  the  form  of debt and equity, complete the
proposed  merger  transaction  (note  16)  and  ultimately  to  generate  future
profitable  operations  or  income  from  its  operations.  The Company's equity
investments  have  been  written  down to nil and will likely require additional
funding  from  the  Company  to  continue  research  and  development  and other
operations  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 8).  The Company has a working capital
deficiency at December 31, 2003 of $3,587,845 (2002 - $3,225,195) and during the
year  ended December 31, 2003 used cash flow in operating activities of $817,216
(2002  - $1,258,144).  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.
Subsequent  to  year  end,  the  Company  completed a $2,315,000 financing which
includes  convertible  notes  and  share  purchase  warrants  (note  15).  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  possibly  cease  operations.


                                     F - 15
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES:

(a)     Principles  of  consolidation:

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, 2003.  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.

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.


                                     F - 16
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(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:

Asset                                               Rate
--------------------------------------------------------
Computer  hardware  and  software           2 - 3  years
Furniture  and  fixtures                        5  years
Leasehold  improvements                      Lease  term
Office  equipment                               4  years
Machinery  and  equipment                       5  years
Website  development  costs                     2  years
========================================================
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 Diagnostics acquisition (note 3) are
being  amortized  over  a  period  not  exceeding  7  years.

(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.


                                     F - 17
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(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 recognizes 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.


                                     F - 18
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(l)     Stock-based  compensation:

The  Company  accounts for its employee stock-based compensation arrangements in
accordance  with  provisions  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.

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  provisions 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 (inception)
                                         Years ended December 31,     to December 31,
                                        --------------------------
                                            2003          2002          2003
--------------------------------------------------------------------------------------
<S>                                     <C>           <C>           <C>
Net loss, as reported. . . . . . . . .  $(4,542,786)  $(5,923,301)  $(35,040,915)
Add: Employee stock-based compensation
  expense, as reported . . . . . . . .      388,550             -        388,590
Deduct: Total stock-based compensation
  expense determined under fair value
  method . . . . . . . . . . . . . . .     (148,353)     (320,790)    (1,383,030)
--------------------------------------------------------------------------------------

Pro forma net loss . . . . . . . . . .  $(4,302,589)  $(6,244,091)  $(36,035,355)
======================================================================================

Basic and diluted loss per share:
  As reported. . . . . . . . . . . . .  $     (0.17)  $     (0.27)  $      (3.64)
  Pro forma. . . . . . . . . . . . . .        (0.16)        (0.28)         (3.74)
======================================================================================
</TABLE>


                                     F - 19
<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(l)     Stock-based  compensation  (continued):

The  weighted  average  fair  value  of  options  granted with an exercise price
greater  than the market price during the year ended December 31, 2002 was $0.63
per  option.  The  weighted  average fair value of options granted, representing
repriced  stock options, with an exercise price equal to market price during the
year  ended  December  31,  2003  was  $0.32  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:

                                           2003       2002
------------------------------------------------------------
Expected  dividend  yield                    0%        0%
Expected  stock  price  volatility         106.0%    114.0%
Risk-free  interest  rate                    3.9%       4.5%
Expected  life  of  options           3.1 years    5.0 years
============================================================

(m)     Recent  accounting  pronouncements:

(i)     In  January  2003, the FASB issued Financial Interpretation No. 46 ("FIN
46"),  "Consolidation  of  Variable  Interest  Entities",  which  addresses  the
consolidation  of  variable  interest  entities  (formerly  referred  to  as
"Special-Purpose  Entities").  The  Interpretation  is  generally  in effect for
interim  or  annual  periods  beginning  after  December  15, 2003.  The Company
believes  that  on  adoption,  FIN  No.  46  will have no material impact on its
financial  condition  or  results  of  operations.

(ii)     In  May  2003,  the  FASB  issued  SFAS No. 150 "Accounting for Certain
Financial  Instruments  with  Characteristics  of  Both Liabilities and Equity".
SFAS  No.  150 requires that certain financial instruments issued in the form of
shares  that  are  mandatorily  redeemable  as  well  as certain other financial
instruments  be  classified  as liability in the financial statements.  SFAS No.
150  was  effective for financial instruments entered into or modified after May
31,  2003.  The  Company  has  reviewed the requirements of SFAS No. 150 and has
determined  that  it  did  not  have  an  impact  on  its consolidated financial
condition  or  results  of  operations.

To  date,  the  adoption  of  FIN 46 and SFAS 150 has not impacted the Company's
consolidated  financial  statements.

(n)     Comparative  figures:

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


                                     F - 20
<PAGE>

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.  As at December
31,  2002,  the  Company  had  not paid the $1,500,000 and transferred 1,425,413
common  shares  of  Biotherapies  capital stock, pursuant to agreement terms, to
Biotherapies  (note  6(b)),  resulting  in  a  gain  on  settlement  of  debt.

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.


                                     F - 21
<PAGE>

3.     ACQUISITION  (CONTINUED):

Biomedical  Diagnostics  LLC  (continued):

During  the  year ended December 31, 2003, nil (2002 - $248,700) 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  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.

On  May  13, 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 $155,000 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 $8,889,284 at
December  31,  2003.

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:



Fair  value  of  assets  acquired:
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
=============================================================================


                                     F - 22
<PAGE>

3.     ACQUISITION  (CONTINUED):

Biomedical  Diagnostics  LLC  (continued):

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.     LEGAL  PROCEEDINGS  AND  CONTINGENCIES:

(a)     On November 1, 2001, a Statement of Claim was filed in the Supreme Court
of British Columbia by a former consultant against the Company and a director of
the  Company  seeking  payment  of  500,000  common  shares  of  the Company for
consulting services performed.  The plaintiff is seeking specific performance of
the  agreement  or  damages  in  lieu  of  specific  performance.  Subsequent to
December  31, 2003, 200,000 common shares were issued to the former employees to
settle  the  claim.  These  shares  were  issued by the Company, but are held in
trust subsequent to December 31, 2003.  The shares will be released upon receipt
of  an  originally  signed release document from the plaintiff.  The Company has
accrued likely losses under this claim as a charge to investor relations expense
as  at  December  31,  2003.

(b)     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  and  special  damages including the value of 500,000 Company shares and
90,000 Company stock options.   The Company has denied all claims, and has filed
a  counterclaim  against  the  former  president  of the Company for damages for
breach  of  contract  and  fraudulent  or  negligent  misrepresentation.

(c)     In March 2003, Biotherapies notified the Company that it was terminating
the  MSA  (note  3),  and  has  provided  notice  to the Company concerning such
purported termination. Biotherapies claims rights to certain improvements to the
technology,  separate from the University of Michigan license.  To date, neither
the  Company  nor  its  patent counsel has found any evidence that leads them to
believe  that any such improvements exist. The Company's ability to maintain the
development of the technology is subject to its ability to retain the license to
the  MSA  technology  with the University of Michigan ("UOM") by fully complying
with  the terms of its license agreement with the UOM, and its ability to defend
against  these  stated  Biotherapies  claims to ownership of improvements to the
technology.


                                     F - 23
<PAGE>

4.     LEGAL  PROCEEDINGS  AND  CONTINGENCIES  (CONTINUED):

(d)     The  Company  is  a defendant in a lawsuit initiated by Biotherapies and
Dr.  Paul  R. Ervin, against the Company and its President, in the U.S. District
Court  for the Eastern District of Michigan.  The action purports to seek relief
under Section 10(b-5) of the Securities and Exchange Act of 1934, seeks judgment
requiring  that the Company immediately remove trading restrictions on shares of
the  Company's  stock held by Biotherapies, and seeks $2,400,000 in damages, and
other and further relief as the court may deem just and proper.  The plaintiff's
motion  for  preliminary  injunction  was denied by the Court, which rules inter
alia,  that  the Plaintiff's case had little likelihood of success.  The Company
intends  to  move  for  dismissal  of  the complaint and/or otherwise defend its
position  vigorously.

The  Company  has determined that it is not possible at this time to predict the
final  outcome  of  these  claims  and  that  it  is not possible to establish a
reasonable  estimate  of possible damages, if any, or to reasonably estimate the
range  of  possible  damages  that  may  be  awarded  to  the  plaintiffs.  Any
adjustments  to  the  amounts  recognized  will  be  recorded when determinable.

5.     PROPERTY  AND  EQUIPMENT:

Property  and  equipment  consists  of  the  following:


                                                      2003         2002
----------------------------------------------------------------------------
Computer  hardware  and  software                $     3,893     $     3,388
Furniture  and  fixtures                               5,394           4,233
Leasehold  improvements                               61,602          61,602
Office  equipment                                     86,043          78,411
Machinery  and  equipment                            167,711         167,711
Website  development  costs                           54,629          54,629
----------------------------------------------------------------------------
                                                     379,272         369,974
Accumulated  amortization                           (333,873)       (261,546)
----------------------------------------------------------------------------

                                                 $    45,399     $   108,428
=============================================================================

6.     LONG-TERM  INVESTMENTS:

Long-term  investments:

                        Ownership  percentage         2003         2002
----------------------------------------------------------------------------
Biotherapies, Inc. (b)  (2003 and 2002 - 8.96%)  $         -     $        -
=============================================================================

(a)     Investment  in  Biomedical  Diagnostics,  LLC:
The  Company  entered into a joint venture agreement dated November 8, 1998 with
Biotherapies  for  the development of a mammastatin diagnostic assay through the
formation  of  Diagnostics  and  had a 50% equity interest therein.  The Company
accounted  for  its  investment  in  Diagnostics  using  the  equity  method.


                                     F - 24
<PAGE>

6.     LONG-TERM  EQUITY  INVESTMENTS  (CONTINUED):

(a)     Investment  in  Biomedical  Diagnostics,  LLC  (continued):

On  November  30,  2001,  the  Company  acquired  the  remaining 50% interest in
Diagnostics  from Biotherapies and commenced the consolidation of the operations
of  Diagnostics  with  those of the Company (note 3).  The carrying value of the
Company's  original 50% equity investment in Diagnostics 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,  Incorporated:

                                                      2003         2002
----------------------------------------------------------------------------
Investment  in  Biotherapies                     $ 5,437,611     $ 5,437,611
Equity  in  losses  and  write-down               (5,437,611)     (5,437,611)
----------------------------------------------------------------------------
                                                 $         -     $         -
=============================================================================

Pursuant  to  the May 30, 2002 Amendment to the Purchase Agreement (note 3), the
Company  transferred  to  Biotherapies  1,425,413 common shares of the 2,166,300
common  shares  of Biotherapies 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  to  nil.

(c)     Investment  in  Prion  Developmental  Laboratories,  Inc.:

                                                      2003         2002
----------------------------------------------------------------------------
Investment  in  Prion
  Developmental Laboratories, Inc.               $ 2,436,553     $ 2,436,553
Equity  in  losses  and  write-down               (2,436,553)     (2,436,553)
----------------------------------------------------------------------------
                                                 $         -     $         -
=============================================================================


                                     F - 25
<PAGE>

6.     LONG-TERM  EQUITY  INVESTMENTS  (CONTINUED):

(c)     Investment  in  Prion  Developmental  Laboratories,  Inc.  (continued):

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
$1,000,010.  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,
2003,  the  carrying  value  of  the  investment  was  nil  (2002  -  nil).


7.     MEDICAL  TECHNOLOGY  LICENSES:

                                                      2003         2002
----------------------------------------------------------------------------
Medical  technology  licenses                    $12,655,926     $12,655,926
Accumulated  amortization                         (3,766,642)     (1,958,654)
----------------------------------------------------------------------------
                                                 $ 8,889,284     $10,697,272
=============================================================================

Pursuant  to  the  acquisition of LLC, the Company acquired a license to utilize
certain  diagnostic  technology  for use in detecting various diseases including
breast, ovarian and prostate cancers (notes 3 and 4(c)).  Aggregate amortization
expense  for the year ended December 31, 2003 is $1,807,988 (2002 - $1,807,988).
Estimated  annual  amortization  expense  for  the  next  five  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  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  was  terminated.


                                     F - 26
<PAGE>

8.     PROMISSORY  NOTES  PAYABLE:

Promissory  notes  payable:

                                                      2003         2002
----------------------------------------------------------------------------
Shareholders  and  directors  and  other:
  July  3  and  October  3  and  30,  2001 (a)   $   700,000     $   700,000
  Other                                               12,181               -

Due  to  private  investors:
  Issued:
    August  through  October,  2001  (b)             143,647         143,647
    Other  -  Biotherapies                            44,662          44,662
    April  through  October,  2002  (c)              160,000         172,500
----------------------------------------------------------------------------

                                                 $ 1,060,490     $ 1,060,809
=============================================================================

(a)     On  July  3  and  October  3,  2001,  the  Company borrowed $500,000 and
$100,000,  respectively,  from  the  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 $73,854 in 2003 (2002
-  $74,509).  The  maturity  date of these loans have been extended to April 30,
2005,  or  10  days  after  the  Take-Out  Financing,  if  earlier.

(b)     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. The maturity date of these loans
have  been  extended to April 30, 2005, or 10 days after the Take-Out Financing,
if  earlier.


                                     F - 27
<PAGE>

8.     PROMISSORY  NOTES  PAYABLE  (CONTINUED):

(c)     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.

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 in
interest  expense  over  the  period  to  December  31,  2002.

     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.

     After  subsequent  repayments  and extensions of maturity dates for certain
promissory  notes  above,  only  $20,000 is due and unpaid at December 31, 2003.

(d)     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.


                                     F - 28
<PAGE>

9.     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, 2003, 1,000 (2002 - 112,000) preferred shares
were  converted  to  common  stock.

Common  stock  issued  for  non-cash consideration has been recorded at the fair
value  of  the  stock  at  the  date  of  the  agreement  for  issuance.

(b)     Stock  options  and  stock-based  compensation:

Stock  options:

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 - 29
<PAGE>

9.     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, 2003, a
total  of  $388,550  of  compensation expense under variable accounting has been
recorded  in  salaries  and  benefits  related  to  these  repriced  options.

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 repriced awards. . . . . . . . .   1,700,000                0.48
-------------------------------------------------------------------------

Options outstanding at December 31, 2003   2,090,000   $            0.64
=========================================================================
</TABLE>

The  following  table  summarizes  the stock options outstanding at December 31,
2003:

<TABLE>
<CAPTION>
                             Options  outstanding                  Options  exercisable
                 --------------------------------------------  -----------------------------
                            Weighted  average     Weighted                      Weighted
Range of         Number of      remaining          average         Number         average
exercise price    shares    contractual life   exercise price   exercisable   exercise price
--------------------------------------------------------------------------------------------
<S>              <C>        <C>                <C>              <C>           <C>
0.48 . . . . .   1,700,000                3.1  $          0.48     1,700,000  $         0.48
1.00 - $1.10 .     210,000                3.1             1.01       210,000            1.01
1.67 . . . . .     180,000                3.3             1.67       180,000            1.67
--------------------------------------------------------------------------------------------

                 2,090,000                3.1  $          0.64     2,090,000  $         0.64
============================================================================================
</TABLE>


                                     F - 30
<PAGE>

9.     STOCKHOLDERS'  EQUITY  (CONTINUED):

(c)     Share  purchase  warrants  (continued):

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

                                                            Outstanding  options
                                   Exercise  price          --------------------
Expiry                             per  share                  2003      2002
--------------------------------------------------------------------------------
April  2007                           $0.48                   40,000     40,000
December  2006                        $0.48                  200,000    200,000

All  options  are  fully  vested  as  of  December  31,  2003.

Share  purchase  warrants  outstanding at December 31, 2003 and 2002 to purchase
one  common  share  of  the  Company  are  as  follows:

<TABLE>
<CAPTION>
                                                            Outstanding  options
                                   Exercise  price          --------------------
Expiry                             per  share                  2003      2002
--------------------------------------------------------------------------------
<S>                                <C>                      <C>         <C>
April 2003. . . . . . . . . . . . .   $2.00                        -    181,818
April 2003. . . . . . . . . . . . .    2.20                        -    145,000
July 2003 . . . . . . . . . . . . .    3.00                        -     64,000
July 2003 . . . . . . . . . . . . .    2.50                        -      5,000
July 2003 . . . . . . . . . . . . .    2.50                        -     62,500
August 2003 . . . . . . . . . . . .    2.50                        -     25,900
August 2003 . . . . . . . . . . . .    2.50                        -     31,000
September 2003. . . . . . . . . . .    2.50                        -      5,000
October 2004. . . . . . . . . . . .    2.50                   20,000     25,000
November 2004 . . . . . . . . . . .    2.50                   50,416     50,416
November 2004 . . . . . . . . . . .    3.87                  140,000    140,000
December 2004 . . . . . . . . . . .    2.50                  298,534    298,534
December 2004 . . . . . . . . . . .    2.50                   25,000     25,000
December 2004 . . . . . . . . . . .    1.65                   29,823     29,823
November 2006 . . . . . . . . . . .    2.50                  100,000    100,000
December 2006 . . . . . . . . . . .    1.93                  150,000    150,000
March 2004. . . . . . . . . . . . .    2.00                   30,000     30,000
March 2004. . . . . . . . . . . . .    5.75                   50,000     50,000
June 2004 . . . . . . . . . . . . .    1.50                  316,000    316,000
July 2004 . . . . . . . . . . . . .    1.50                   20,716     20,716
August 2004 . . . . . . . . . . . .    0.70                   25,000     25,000
September 2004. . . . . . . . . . .    1.25                   28,571     28,571
September 2004. . . . . . . . . . .    1.50                   26,650     26,650
--------------------------------------------------------------------------------

Balance carried forward                                    1,310,710  1,835,928
</TABLE>


                                     F - 31
<PAGE>
9.     STOCKHOLDERS'  EQUITY  (CONTINUED):
(c)     Share  purchase  warrants  (continued):

<TABLE>
<CAPTION>
                                                            Outstanding  options
                                   Exercise  price          --------------------
Expiry                             per  share                  2003     2002
--------------------------------------------------------------------------------
<S>                                <C>                     <C>       <C>

Balance  brought  forward                                  1,310,710  1,835,928

October  2004                          1.50                  140,715    140,715
October  2004                          1.00                   65,000    65,000
November  2004                         1.20                   53,572    53,572
November  2004                         1.50                  211,994    211,994
December  2004                         1.50                   48,959    48,959
January  2005                          1.50                   22,124    22,124
May  2005                              0.64                   31,250    31,250
August  2005                           0.61                   32,787    32,787
February  2007                         1.25                  150,000    150,000
January  15,  2005                     1.50                   22,124          -
January  17,  2005                     1.50                   35,714          -
January  28,  2005                     1.50                   14,251          -
February  21,  2005                    1.50                    4,808          -
March  21,  2005                       1.50                  225,000          -
April  2,  2005                        1.50                    9,963          -
April  25,  2005                       1.50                  100,000          -
May  12,  2005                         1.50                   25,000          -
May  13,  2005                         1.50                   62,500          -
May  22,  2005                         1.50                   75,000          -
May  29,  2005                         1.50                   20,000          -
June  13,  2005                        1.50                    4,055          -
June  18,  2005                        1.50                    1,713          -
June  26,  2005                        1.50                   42,373          -
July  14,  2007                        0.70                   50,000          -
August  27,  2005                      1.00                    5,000          -
September  14,  2005                   1.50                   50,000          -
September  17,  2005                   1.50                   25,000          -
September  29,  2005                   1.50                   18,750          -
September  15  2005                    1.50                   11,250          -
October  3,  2005                      1.50                   25,000          -
October  31,  2005                     1.50                    8,750          -
August  31,  2005                      0.75                   25,900          -
November  12,  2005                    0.50                  250,000          -
November  30,  2005                    1.50                  175,000          -
December  8,  2005                     1.65                    4,771          -
--------------------------------------------------------------------------------
Total  warrants  outstanding,  end  of  year               3,359,033 2,592,329
================================================================================
</TABLE>


                                     F - 32
<PAGE>

9.     STOCKHOLDERS'  EQUITY  (CONTINUED):

(c)     Share  purchase  warrants  (continued):

(i)     During  2002,  the  Company  issued  118,571  share purchase warrants to
holders  of  notes  payable  from  the  Company (note 8(c)).  These warrants are
exercisable  at  prices  of  $0.70  to  $1.25  per  share.

(ii)     During  2002,  the  Company  issued  784,647 share purchase warrants in
connection  to  common  stock  private  placements to purchase additional common
shares  at exercise prices of $1.20 to $1.50 per common share.  In addition, the
Company  issued  to  the  private placement agents 150,000 common share purchase
warrants with an exercise price of $1.25 per share expiring February 2007 with a
fair  value  of  $147,826.

(iii)     During  2002,  the  Company  issued  common share purchase warrants to
holders  of  two $20,000 notes payable from the Company (note 8(c)).  The number
of common share purchase warrants available to the note holders is a function of
the  aggregate  outstanding  principal  and  interest,  the  market price of the
underlying  common stock on the date of exercise, and the stated exercise price.

(iv)     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 potential
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.

(d)     Stock  appreciation  rights  plan:

The  stock  appreciation rights plan obligation was recorded by the Company upon
the  acquisition of the Company's subsidiary, Diagnostics.  At the discretion of
Diagnostics'  management,  membership appreciation units were granted to certain
employees  of  Diagnostics.  The  liability pursuant to this plan was recognized
over  the vesting period based upon the difference between the estimated current
market  value of Diagnostics' 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  Diagnostics  taking  into consideration all objective and credible
evidence  such  as  third party transactions relating to Diagnostics.  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 Diagnostics (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.


                                     F - 33
<PAGE>

..     STOCKHOLDERS'  EQUITY  (CONTINUED):

(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, 2003 and 2002.

(f)     Earnings  per  share:

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

<TABLE>
<CAPTION>
                                                             Period  from
                              Year ended  December  31,     September  19,
                             --------------------------  1994 (inception) to
                                 2003          2002       December 31, 2003
--------------------------------------------------------------------------------
<S>                          <C>           <C>           <C>
Loss for the period . . . .  $(4,542,786)  $(5,923,301)  $      (35,040,915)

Preferred share dividends .            -             -             (354,735)
--------------------------------------------------------------------------------

Loss attributable to common
stockholders. . . . . . . .  $(4,542,786)  $(5,923,301)  $      (35,395,650)
================================================================================
</TABLE>

10.     RELATED  PARTY  TRANSACTIONS:

                                                      2003         2002
----------------------------------------------------------------------------

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                                $   227,193     $   274,950
    Promissory  notes  (note  8(a))                  712,181         700,000
=============================================================================

The  Company's  subsidiary,  Diagnostics, leased its premises under an operating
lease  agreement  with  Biotherapies,  an  equity investee of the Company, which
expired  in  2002.


                                     F - 34
<PAGE>

11.     DEFERRED  TAX  ASSETS  AND  LIABILITIES:

<TABLE>
<CAPTION>
                                                          2003          2002
--------------------------------------------------------------------------------
<S>                                                   <C>           <C>
Deferred tax assets:
Research and development credits and costs . . . . .  $   624,125   $   475,099
Current liabilities. . . . . . . . . . . . . . . . .      170,437       283,455
Equity investments . . . . . . . . . . . . . . . . .    2,646,551     2,646,551
Operating loss carry forwards. . . . . . . . . . . .    5,982,460     3,246,911
--------------------------------------------------------------------------------

Total deferred tax assets before valuation allowance    9,423,573     6,652,016
Valuation allowance. . . . . . . . . . . . . . . . .   (8,832,957)   (5,621,691)
--------------------------------------------------------------------------------

Net deferred tax asset after valuation allowance . .      590,616     1,030,325

Deferred tax liabilities:
Property and equipment . . . . . . . . . . . . . . .       (4,570)      (18,180)
Medical technology licenses. . . . . . . . . . . . .     (586,046)   (1,012,145)
--------------------------------------------------------------------------------

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,  2003  of  approximately  $17,595,000.  Operating  losses begin to
expire  in  fiscal  year  2019.

12.     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.

13.     GEOGRAPHIC  INFORMATION:

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

                                                      2003         2002
----------------------------------------------------------------------------
United  States                                 $     28,917     $     78,917
Canada                                               16,482     29,511
============================================================================

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


                                     F - 35
<PAGE>

14.     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:

2004                                       $     69,885
2005                                              2,283
2006                                              2,283
2007                                              1,903
2008                                                  -
========================================================

15.     SUBSEQUENT  EVENTS:

a)     On  March  12  and March 19, 2004, the Company received gross proceeds in
excess of $2,300,000 on the sale of certain securities (the "Bridge Securities")
through  a  private  placement.  The  securities  sold are (i) convertible notes
carrying  interest  at the rate of 10% per annum due in 13 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
500  shares  for each $1,000 of face amount of notes purchased.  The convertible
notes  are repayable at the earlier of (i) within 10 business days following the
closing  of the Take-Out Financing (note 16) 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  are  payable in cash or common shares of the Company, at the
option  of  the  Company.  The  Company  is  obligated  to  file  a registration
statement  with  respect to the common stock underlying the Bridge Securities by
April  30, 2004, and to cause it to become effective as promptly as practicable.

b)     The  Company  also  settled  a  litigation  claim by a former employee by
issuing  the  claimant 200,000 common shares subsequent to year end (note 4(a)).

c)     Subsequent  to  December 31, 2003 to April 6, 2004, the Company issued in
excess  of  400,000  common  shares  primarily for non-employee services or debt
repayments.

16.     PROPOSED  BUSINESS  COMBINATION:

On  August 5, 2003, the Company signed a letter of intent to merge with Corgenix
Medical  Corporation ("Corgenix") of Denver, Colorado. On November 30, 2003, the
company  amended  the Letter of Intent to postpone the closing date from January
31,  2004  to  March  31,  2004  and  to  reduce the amount of additional equity
financing  required  from $3 million due on September 30, 2003 to $2 million due
on  November  30,  2003.


                                     F - 36
<PAGE>

16.     PROPOSED  BUSINESS  COMBINATION  (CONTINUED):

On  March  12,  2004,  the  Company  signed  a  definitive merger agreement with
Corgenix to combine the two companies.  Under the terms of the merger agreement,
the  Company  will  issue  14,000,000  common shares in exchange for 100% of the
outstanding  Corgenix  shares.  The Company is also required to advance $500,000
to  Corgenix  as  provided  for in the merger agreement, which was paid in March
2004.  In  addition,  the  terms  of  the merger provide that Corgenix's current
management  team will assume the responsibility of managing the combined entity,
which  will  continue  to  be  known  as  Genesis  Bioventures, Inc. and will be
headquartered  in  Westminster,  Colorado,  Corgenix's  current  corporate
headquarters.  The  merger agreement also provides for Mr. E. Greg McCartney and
Dr.  Luis  Lopez to serve as Co-Chairmen on the Board of Directors, and for them
to  select  a balanced Board of Directors, four nominees from each entity, which
number  shall  include  a  total  of  at  least  three  persons  who  qualify as
independent  directors  under  the  provisions of the Sarbanes-Oxley Act and the
regulations  of  the  American  Stock  Exchange.

The  proposed  merger  is  still  subject  to certain contingencies, including a
regulatory  review  by  the  SEC,  the  approval  of  the  shareholders  of both
companies,  and  the  successful  completion of a second round of merger-related
equity  financing, for which a minimum of $6 million ("Take-Out Financing") must
be  raised.  The  merger  with  Corgenix  should  also  allow  the  Company  to
manufacture,  market  and  distribute  the  product utilizing Corgenix resources
rather  than  having  to  outsource  those  services  to  other  companies.

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


                                     F - 37
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT NO.                               DESCRIPTION
-----------  -------------------------------------------------------------------
    2.1      Merger  Agreement with Corgenix Medical Corporation dated March 12,
             2004

    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).

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

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

   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).


                                       34
<PAGE>

   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).

   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).

   14.1      Code  of  Ethics

   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).


                                       35
<PAGE>

   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.


                                       36
<PAGE>