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                                  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,  2002


                                       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:

                            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]

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  4,  2003  was approximately
$7,600,581 (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 4, 2003, 26,010,295 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]

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<PAGE>
<TABLE>
<CAPTION>
                                                   GENESIS BIOVENTURES, INC.

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


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  Controls and Procedures

           15  Principal Accountant  Fees and Services


               Signatures

               Financial Statements

               Exhibits

</TABLE>




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<PAGE>
PART  I

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.

ITEM  1.  DESCRIPTION  OF  BUSINESS

OVERVIEW

CORPORATE  PROFILE

Genesis  Bioventures,  Inc.  (AMEX:  GBI)  is a New York corporation, having its
administrative  offices in Surrey, British Columbia, Canada and its Research and
Development  production  facility  in  Ann  Arbor,  Michigan.

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. The
Company  is actively involved with its portfolio companies which are involved in
cancer  therapy  and neurodegenerative diagnostics. The Company also serves as a
strategic advisor in key aspects of science, product commercialization, business
issues  and  financial  development  by  providing management expertise aimed at
transforming  promising  medical technology into successful commercial products.
GBI  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.  The  portfolio  companies  typically  have products in the earlier
stages  of  development  prior  to  initiation  of  clinical  trials.

The  Company's  operating  plan  is  to  maximize  shareholder value through its
commercialization  strategies  of  its  breast  cancer  risk  assessment  tool,
establishing  corporate  critical  mass through staff growth and new facilities,
initiating  appropriate  regulatory  approval  processes,  implementing  solid
technology  rollout  and  marketing  programs  and  supporting  the  continued
development  of  clinical  data  and  assay  improvements.

The  Company  has  publicly  announced  a  proposed  merger with Innathera, Inc.
("Innathera").  (See  "Proposed  Transactions".)  Innathera  is  a  Delaware
corporation, which owns and operates entities based in the United Kingdom, which
are  focused on the acquisition, development and commercialization of innovative
therapies to treat cancer. As is the case with the Company, Innathera's entities
do  not  currently  have  revenue  producing  products.

The  Innathera  transaction,  however,  remains  subject  to various conditions,
including  approval  of  the  shareholders of each of the Company and Innathera.
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 Innathera, and the possible pending combination of the entities
contained  herein  are  for  informational  purposes only, and do not constitute
proxy  solicitation  material.

GENESIS  BIOVENTURES'  MISSION  STATEMENT

Genesis  Bioventures'  mission  is  to  become  a globally recognized biomedical
corporation,  facilitating  the  development  and  marketing of novel cancer and
neurodegenerative  diagnostics,  therapeutics  and  new  niche  products.





                                                                               4
<PAGE>
GENESIS  BIOVENTURES'  OPERATING  STRATEGY

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.

See  discussion  regarding  University  of  Michigan  License.

Rollout  of  the  Biomedical  Diagnostics  technology  began  in  2001  with the
announcement  of  the  commercial  availability  of  the Mammastatin Serum Assay
technology  through  custom  laboratory services. The Company plans to focus its
efforts in 2003 on engineering a smooth transition to new facilities, scaling up
of  manufacturing  and  service  capacities  to  handle projected sales volumes,
ensuring  that  all  marketing content meets regulatory standards, and achieving
sales/profitability  projections. The Company anticipates that its activities in
2003  will  also  position  the  Company to outsource large-scale production and
marketing/distribution  as higher sales volumes begin in future years. The plans
of  the  Company  require  the Company to raise significant funds through future
debt  and equity financings. No assurance can be given that such financings will
be  available  or  if  available,  on  reasonable  terms.

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 1988. 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.

2.   GENESIS BIOVENTURES' 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
     investments  in  two  portfolio companies: one in the field of oncology and
     one  in  neurology. The following is a summary description of each company,
     including the current status of its product development program, the market
     potential  for  its  products  and  the investment holdings of the Company.

3.   BIOTHERAPIES, INC.

     Biotherapies,  Inc.  ("Biotherapies")  is  a  privately  held biotechnology
     company  with head offices located in Ann Arbor, Michigan that is dedicated
     to  developing  new  cancer  therapies  and  diagnostic  methods.

     Since  1998,  GBI  has invested approximately $5.4 million in Biotherapies,
     which  includes $2.5 million cash contributed under an investment agreement
     and  through  direct share purchases, plus an additional $2.5 million based
     on  a  share transfer arrangement with a prior investor in Biotherapies and
     $0.4  million  in  debt  converted  to  shares.  GBI's  decision  to return
     Biotherapies'  shares  to  settle the $1.5 million obligation regarding the
     acquisition  of  Biomedical Diagnostics resulted in the return of 1,425,413
     Biotherapies  shares to Biotherapies as discussed below. As at December 31,
     2002  GBI  retained  a  9%  equity  ownership  in  Biotherapies.

4.   BIOMEDICAL DIAGNOSTICS, LLC

     Biomedical  Diagnostics,  LLC (Biomedical Diagnostics) was initially formed
     by  Biotherapies  and the Company for the purpose of developing proprietary
     cancer  screening  products.  Its  initial  product  development  effort is
     commercializing  the  Mammastatin  Serum  Assay ("MSA") as a risk-screening
     tool  for  breast  cancer.  Biomedical  Diagnostics  also has the rights to
     develop,  market  and distribute diagnostic screening assays based on other
     proteins  discovered  by  another  of  the  Company's  portfolio companies,
     Biotherapies,  Inc.  that  could  be  used  to  assess  a person's risk for
     prostate  and  ovarian  cancer.





                                                                               5
<PAGE>
     Pursuant  to  a  purchase agreement dated November 30, 2001 between GBI and
     Biotherapies,  GBI  acquired  Biotherapies'  50%  interest  in  Biomedical
     Diagnostics,  LLC.  The  purchase  made  GBI  the  sole  owner  of the LLC.

     Concurrently  with  the  execution  of  the  Purchase  Agreement,  GBI  and
     Biotherapies  entered  into  numerous  other  agreements,  including  a
     Mammastatin Sublicense Agreement (the Mammastatin Sublicense Agreement) and
     a P&O Technology License Agreement (the P&O License Agreement). Pursuant to
     the  Mammastatin  Sublicense  Agreement,  Biotherapies  granted  to  GBI  a
     worldwide, perpetual and exclusive sublicense to make, use and sell certain
     proteins  and  antibodies  and  a non-exclusive sublicense to make, use and
     create  improvements  thereto  for  the  research,  development  or sale of
     additional antibodies and/or diagnostic assays for the diagnosis of breast,
     prostate  and/or  ovarian  cancers.  Biotherapies  also  granted  to  GBI a
     worldwide, perpetual and exclusive license to make, have made, use and sell
     a  certain  dot  blot  diagnostic  assay  related  to  the  detection  and
     measurement of certain proteins in the blood, and improvements thereto, and
     a  non-exclusive license to make, have made, use and create improvements to
     the  dot  blot  assay  in  the  research, development or sale of additional
     antibodies  and/or  diagnostic assays for the diagnosis of breast, prostate
     and/or  ovarian  cancers.  Under  the  sublicense,  GBI  is required to pay
     Biotherapies  a  royalty  of  between 10% and 20% of net sales generated in
     connection  with  the  Mammastatin  Sublicense.

     Pursuant  to  the  P&O  License  Agreement,  Biotherapies  granted to GBI a
     worldwide,  perpetual  and  exclusive  license  to make, have made, use and
     create  improvements  to  a  certain  technology  relating  to prostate and
     ovarian  cancer  and  to  make, have made, use market and sell materials or
     services  based upon or using said technology. GBI shall pay Biotherapies a
     royalty  of  between  10% and 20% of net sales generated in connection with
     the  P&O  License Agreement, depending on the level of net sales in a given
     year.

     The  Company paid Biotherapies $2,340,000 cash, including prepaid royalties
     and  advances  totaling $290,000, and issued 2,520,030 Shares of its Common
     Stock with a then fair value of $4,719,936 for the Biotherapies fifty (50%)
     percent  interest  in  Biomedical  Diagnostics.

     In  addition,  the Company agreed, as subsequently amended in May, 2002, to
     make  a  one  time  payment  to Biotherapies of $1,500,000, or to surrender
     certain  Shares  of  Biotherapies back to Biotherapies. The Company elected
     not  to pay the cash amount, and to return the Biotherapies Shares reducing
     its  equity  interest  in  Biotherapies  from  26.3%  to  9%.

5.   UNIVERSITY OF MICHIGAN LICENSE DISCUSSIONS

     Under  the  Mammastatin  Sublicense Agreement, Biotherapies could terminate
     the  sublicense  if  the  Company  fails to (i) meet its commitment to fund
     operating  costs  of  the LLC of at least $1,000,000; (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  payments  due to
     Biotherapies.

     On  September  3,  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 the Company's development until
     further  notice. Accordingly, the MSA was terminated subsequent to year ead
     and  the  Company  no  longer  has  royalty  commitments  to  Biotherapies.


     The  Company is currently in discussions with the University of Michigan to
     conclude  a  license  to  the  diagnostic  applications  of the technology,
     although  there  can  be  no assurance that this proposed agreement will be
     completed.





                                                                               6
<PAGE>
     Biotherapies  claims  rights to certain improvements to the MSA 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  for the Mammastatin Serum Assay is subject to its ability
     to  finalize a direct license relationship with the University of Michigan,
     and  its  ability  to  defend  against  these stated Biotherapies claims to
     ownership  of  improvements  to  the Technology, separate from the Michigan
     License.  The  Company  believes it will prevail, but there is no assurance
     thereof.

6.   PRODUCT  DEVELOPMENT  PROGRAM

     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 that used
     the  MSA  test to measure mammastatin levels in blood samples from over 200
     women  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 Western Dot Blot format that is
     being  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 rapid immunoassay format
     of  the  test. This second version of the test would be suitable for use in
     point-of-care  clinics,  medical  clinics  and  potentially  in physicians'
     offices.

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

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

     -    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 September,
          2001 with sample collection and reporting planned for completion upon
          receipt of Company financing.

     -    Long-term study targeting 10,000 to 20,000 women over a five year
          period at the British Columbia Cancer Agency is planned to start upon
          receipt of Company financing.






                                                                               7
<PAGE>
     -    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.

     -    In addition to the development of the MSA test, Biomedical Diagnostics
          has the rights to market this test worldwide and to develop and market
          similar risk assessment tests for other related proteins associated
          with prostate and ovarian cancer. These tests could identify patients
          with a significant risk of developing these diseases prior to any
          symptoms appearing and, as a result, could substantially enhance the
          opportunities for detecting and treating these cancers earlier.

     MARKET  POTENTIAL  -  It  has been estimated 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.
     This  means  that  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. In addition,
     Biomedical  Diagnostics  also  has  the  rights  to  develop,  market  and
     distribute diagnostic screening assays for prostate and ovarian cancer that
     are  derived  from  this  technology.

     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,
     2002,  only  a  nominal  amount  has  been  sold.

     In  September  2001,  Biomedical  Diagnostics  was granted 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 is now providing 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  affect  on  the  business, financial
     condition  and  results  of  operations  of  the  Company.

7.   PRION  DEVELOPMENTAL  LABORATORIES,  INC.

     Prion Developmental Laboratories, Inc. (PDL) is a development stage company
     formed  specifically  to develop a rapid and inexpensive diagnostic test to
     detect  Mad  Cow  Disease  in  cattle  and to screen human blood and tissue
     supplies  for  the  presence  of  prion diseases. Founded in 1999, PDL is a
     privately  held  company  incorporated in Maryland, with head offices and a
     manufacturing  facility  located  in  Buffalo  Grove,  Illinois. The parent



                                                                               8
<PAGE>
     company  of  PDL  is  Efoora,  Inc. ("Efoora"), a publicly held non-trading
     company  developing  novel  diagnostic  tests  and  offering
     contract-manufacturing  services  for  medical  devices.

          BACKGROUND  -  In  2000,  GBI  invested a total of $2.0 million in PDL
          under  an  investment  agreement, 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%.

     CORPORATE  DEVELOPMENTS  -  PDL continues to work on the development of its
     test  for  the  rapid  detection of infection prions and has also begun the
     initial patent protection process for its tests. PDL has also broadened its
     mission  to  include  other  neurodegenerative  diseases.

     During  the year, it was alleged that certain promises had been made by the
     Company's  chief  executive  officer  with  respect to a $250,000 financing
     provided to PDL by a shareholder of Efoora. Efoora has claimed that failure
     to  fulfill  those promises required a reduction of the Company's interests
     in  PDL, or exchange of those interests for additional interests in Efoora.

     The  Company  does  not  believe  it  has any liability with respect to any
     additional  dollar  amount  to PDL, nor that it is required to exchange its
     PDL  shares  for Efoora shares. The Company has initiated an arbitration in
     British  Columbia  regarding  these  disputes.

     PRION  DISEASES  -  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 to many other
     countries  in  Europe  as  well as Japan. 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  Mad  Cow  Disease  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.

     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. The
     scientists  at  PDL  have  developed  an easy-to-use, patents pending rapid
     strip  test  for  detecting BSE. It is similar to a home pregnancy test and
     will  be used on-site using brain tissue taking less than twenty minutes to
     complete  with  accurate, easily interpreted results. To date, there are no
     rapid  tests  that  can be performed at the slaughterhouse that will ensure
     that  BSE  infected  cattle  do  not  enter  the  human  food  chain.

     In  the  United  States  each  year  over  37  million  head  of cattle are
     slaughtered  and  25 million units of human blood are collected. This prion
     test  will  be  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.

     PDL  and its sister company, Virotek, LLC, have developed and are testing a
     unique  device  for  the  production  of  the tissue homogenate used in the
     diagnostic  test.  The  device  will  enable the user to prepare the sample
     without  additional  equipment  and provides a greater degree of protection
     from  the  potentially  contaminated  tissue.  The  device  will facilitate
     movement of the test from centralized reference laboratories to sites in or
     near  the  meat  processing  facility.





                                                                               9
<PAGE>
     Researchers  at  PDL  have  identified  a  new  pair  of antibodies for the
     detection  of  prions  that  appears  to  be  more  sensitive than the pair
     currently  in  use.  PDL believes that these antibodies will be superior to
     the  original  antibody  pair and initial research indicates that they will
     also work in tests for scrapie, Creutzfeldt-Jakob disease (CJD) and Chronic
     Wasting  disease  (CWD).  Scrapie  is a common prion disease found in sheep
     while  CJD  is  a  human  form  of prion disease. CWD, although present for
     decades,  has recently made headlines as deer and elk are being infected at
     an  alarming  rate  across  North  America.

     The  United  States  Senate  Appropriations Committee recently directed the
     United  States  Department of Agriculture ("USDA") to undertake a review of
     the PDL testing technology. Upon satisfactory completion of the review, the
     USDA  will  move forward with a pilot program using this technology to test
     American  cattle  for  BSE.

     SCIENTIFIC COLLABORATION - Among the key scientists involved in the product
     development  program are Drs. Pierluigi Gambetti, MD and Man-Sun Sy, PhD of
     Case Western Reserve University; and Drs. Richard Kascsak, PhD, and Richard
     Rubenstein,  PhD  of  the  Institute  for Basic Research. Dr. Gambetti is a
     Director  of the U.S. National Prion Disease Pathology Surveillance Center.
     As a key component in its product development strategy, PDL has established
     collaborations  with  two  major  research institutions that are considered
     leading centers in both prion diseases and diagnostic test development. The
     members  of  this  product  development  team  are:

     -    Case Western Reserve University (CWRU) in Cleveland, Ohio, a leading
          center for neurological research in human prion diseases; and

     -    The Institute for Basic Research and Developmental Disabilities (IBR)
          in Staten Island, New York, a major research center for animal prion
          diseases.

     PDL  is  utilizing  the  combined  expertise  of the research teams at both
     centers  to  develop a proprietary, rapid diagnostic for prion disease that
     can  detect  the  presence  of  infectious  prions  before symptoms appear.

     MARKET  POTENTIAL  -  The two major international markets for the PDL prion
     diagnostic  are  the cattle industry and the human blood products industry.
     As  a  result  of  the  BSE outbreak in the United Kingdom, the rest of the
     European  market  banned export of British beef. The financial consequences
     of  this  in the UK were estimated to be in excess of $2.5 billion in 1998.
     Since  then,  BSE  has  been detected in a number of European countries and
     most  recently  in  Japan.

     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 100 million head of cattle per year. The Company
     has  projected  that  if  this diagnostic were used to test cattle prior to
     slaughter  (estimated  at 40 million cattle per year in the United States),
     the  potential  gross  revenues from this application could be in excess of
     $50  million  in  the  United  States  alone.

     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.  Based on estimates of the market opportunity for a simple
     test to detect prions in human blood and tissue supplies, PDL projects that
     annual  revenues  in  excess  of  $50 million can be obtained from the U.S.
     market and that significantly higher revenues could be obtained if the test
     is  marketed  worldwide.

     Through  December 31, 2000, PDL funded research, beginning with payments to
     the  University  of  Maryland  of $1,000,000, a payment to the Case Western
     Reserve  University  of  $500,000, and a payment to the Institute for Basic
     Research  in  Mental Retardation and Developmental Disabilities of $150,000
     to  begin  development of a test that can be used to detect prion diseases,
     such  as  "Mad  Cow Disease", primarily for use on animals, and to a lesser
     extent,  on humans. PDL had raised $2,000,010 during 2000, through sales of
     shares  of  its  stock  to GBI. GBI exercised its stock option for $400,000
     during  the year ended December 31, 2001; however, PDL has expended most of




                                                                              10
<PAGE>
     these funds through its research and development funding and as a result of
     other  administrative  expenses.  There can be no assurance that such tests
     will be developed and approved by the appropriate regulatory bodies or that
     they  can  be  successfully  and  profitably  marketed.

     In  order  to  fund  its  research  and  development,  PDL  is dependent on
     additional sales of stock to investors. If it is unsuccessful in attracting
     new  investors,  there is no assurance that PDL can remain in business. The
     Company  provided  a  $50,000  unsecured loan to PDL during the year, 2002.

8.   COMPETITION

     Competition  in  the technology 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,  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 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's  investee companies will 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.

9.   PROPOSED TRANSACTIONS

     On  December  2,  2002 GBI announced that it had signed a binding letter of
     intent  for a proposed business combination with Innathera Inc, a privately
     held  biotechnology  company  focused  on developing innovative therapeutic
     products  for the treatment of cancer. The definitive documents were signed
     in  February 2003 and the agreement remains subject to stockholder approval
     by  the  shareholders of both companies, continuing due diligence and other
     conditions  of  closing.

     The  merged companies would be known as Genesis Bioventures, Inc. and focus
     on  the  continued  development  and  the  global  commercialization of the
     Mammastatin  Serum  Assay (MSA) breast cancer risk assessment tool, as well
     as  the  associated  diagnostic  assays  for  prostate  and ovarian cancer.
     Research  and development of Innathera's novel innovative agent anti cancer
     compounds  would also continue. Those compounds include INATH 011, which is
     a  monoclonal  antibody  that  has  been  shown to significantly reduce the
     proliferation  of  breast and prostate cells and INATH 016, an angiogenesis
     agent  that  has  shown  efficacy  in  colorectal  and  liver  cancer.

10.  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.

11.  GOVERNMENT REGULATION - BIOTECHNOLOGY PRODUCT DEVELOPMENT





                                                                              11
<PAGE>
     GBI  and  its  investee companies are developing biotechnology products for
     use in diagnosing or treating human or animals diseases. As the investments
     to  date are in biotech companies in the United States, these companies are
     affected  by  governmental regulations from the United States Food and Drug
     Administration  (FDA)  for products intended to be used for humans and from
     the  United  States  Department  of Agriculture (USDA) for plant and animal
     products.

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

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

12.  GOVERNMENT REGULATION - INVESTMENT COMPANIES

     As  an operating company, GBI believes that it is not an investment company
     as  that  term  is  defined  under the Investment Company Act. Generally, a
     company  must  register under the Investment Company Act of 1940 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 most of
     the  Company's  clients  and  future  opportunities.

13.  HUMAN RESOURCES

     The  Company  is  staffed  by  experienced researchers and scientists whose
     backgrounds  include  work  in  molecular  biology, biochemistry, hybridoma
     development,  cancer  biology research, tissue engineering technology, flow
     cytometry  methodology,  tumor  testing  systems,  quality  assurance  and
     regulatory  affairs.

     Of the 15 employees, 9 are employed in administration and 6 are employed in
     research.  The  Company  has  9  full  time  employees.

14.  RISK FACTORS

     The  business  and  affairs  of  the  Company are impacted by numerous risk
     factors  which should be considered by an investor or perspective investor.

     LACK  OF  PRIOR  OPERATIONS AND EXPERIENCE. The Company has no revenue from
     operations,  is  in  a  start-up  phase with its existing assets and has no
     significant  assets,  tangible  or  intangible,  other  than  the  medical
     technology  licenses  disclosed  herein. There can be no assurance that the
     Company  will  generate  revenues in the future. There is no assurance that
     the  Company  will  be able to operate profitably in the future, if at all.
     The Auditors' Report on our December 31, 2002 financial statements includes
     an  additional  explanatory  paragraph  that  states  that  there  exists
     substantive  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.





                                                                              12
<PAGE>
     NEED FOR ADDITIONAL FINANCING. In order to continue with its business plan,
     the  Company  will  require minimum additional funding of $6,000,000 within
     approximately  6  months.  There  can be no assurance that the Company will
     obtain  additional financing for Biomedical Diagnostics' current and future
     operations  or capital needs on favorable terms, if at all. The Company has
     limited  funds  to  maintain  its  own expenses. Without an infusion of new
     capital,  the  Company  will not be able to maintain current operations for
     more  than  approximately  4  months.

     DEPENDENCE  ON  LIMITED  NUMBERS  OF PRODUCTS/FDA APPROVAL. The size of the
     Company makes it unlikely that the Company 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  the  clinical trials will be held as scheduled or that the
     MSA  test  will  be  approved  or  ever  sold  in  commercial  quantities.

     INTELLECTUAL  PROPERTY  PROTECTION. The Company may be unable to acquire or
     maintain  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.

     The  Company  relies on confidentiality, non-disclosure and non-competition
     arrangements with its employees, representatives and other entities engaged
     in  joint  product or business development and expects to continue to enter
     into  such  agreements  with  such  persons. There can be no assurance that
     these  agreements  will  provide  meaningful  protection.  There  can be no
     assurance  that  other  companies will not acquire and use information that
     the  Company  considers  to  be  proprietary.

     HISTORY  OF  LOSSES.  The  Company  has  incurred net losses of $6,046,243,
     $15,368,941,  and  $5,868,006 for the fiscal years ended December 31, 2002,
     2001 and 2000 respectively. There can be no assurance that the Company will
     operate  profitably  in  the  near  future  or  at  all.

     NEGATIVE  CASH  FLOW.  The Company has no current income or no assurance of
     income  in  the  immediate  future.  The  Company  continues  to experience
     negative  cash flows from operations. The Company will be required to place
     additional  securities  in new financings to make up for such negative cash
     flow.  Such  transactions  may  have a negative or depressing effect on the
     trading  prices  for  the  Company's  publicly-traded  securities.

     REGISTRATION  REQUIREMENTS.  From  November of 1998 to August 30, 1999, the
     Company sold 2,000,000 shares of Convertible Preferred Stock to 29 persons.
     The  Convertible  Preferred Stock is convertible into Common Stock on a 1:1
     basis.  Under  certain  circumstances,  the  Company  may  be  obligated to
     register  the  Common  Stock underlying the Convertible Preferred Stock for
     resale  by  the  holders,  or  the holders may otherwise become eligible to
     resell  such shares without registration. The existence of the Common Stock
     underlying  the Convertible Preferred, and/or any registration thereof, may
     have  a  negative  or  depressing  effect  on  the  trading  prices for the
     Company's  publicly-traded  securities.

     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 the Company's businesses. Investors who
     anticipate the need for dividends from their investment should refrain from
     purchasing  the  Company's  Stock.

     PENNY STOCK. The Company may be subject to the SEC's "penny stock" rules if
     the  common  stock  trades  below  $5.00 per share. These rules require the
     delivery  prior  to  any  penny  stock transaction of a disclosure schedule
     explaining  the  penny  stock  market  and  all associated risks and impose
     various sales practice requirements on broker-dealers who sell penny stocks
     to persons other than established customers and accredited investors, which





                                                                              13
<PAGE>
     are  generally  defined  as institutions or an investor with a net worth in
     excess  of  $1,000,000  or  annual  income  exceeding  $200,000 or $300,000
     together with the spouse. For these types of transactions the broker-dealer
     must  make  a  special suitability determination for the purchaser and have
     received  the purchaser's written consent to the transaction prior to sale.
     In  addition,  broker-dealer  and the registered representative and current
     quotations  for  the  securities they offer. The additional burdens imposed
     upon broker-dealers by such requirements may discourage broker-dealers from
     effecting  transactions in the common stock, which could severely limit its
     market  price  and  liquidity.

     INDEMNIFICATION  AND  EXCLUSION  OF LIABILITY OF DIRECTORS AND OFFICERS. So
     far  as  permitted  by  law, the Company's Certificate of Incorporation and
     By-Laws  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.

     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 business strategy involves
     creating  value for the shareholders through commercialization of tests and
     by  helping  the  portfolio  companies  grow  and  then  assisting  them in
     completing  initial  public  offerings  or  corporate  acquisitions. If the
     public  markets  in  general,  or the market for biotechnology companies in
     particular,  were  to weaken for a prolonged period of time, the ability of
     the  portfolio  companies to successfully complete IPOs would be materially
     adversely  affected.

     MANAGEMENT  OF  GROWTH. Rapid growth often places considerable operational,
     managerial and financial strain on a 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

     -  Maintain  adequate  financial  resources

     RELIANCE  ON  KEY PERSONNEL. The Company's future opportunities for success
     depends  on  the  continued  employment  of  and  performance  by  senior
     management,  particularly the Chairman and Chief Executive Officer, and the
     key  personnel at the investee companies. GBI would be materially adversely
     affected  if  one  or more of the senior management team do not continue to
     perform  in  their  present  positions  or  if the Company and its investee
     companies  are  unable  to  hire and train a sufficient number of qualified
     management,  professional,  technical  and  regulatory  personnel.





                                                                              14
<PAGE>
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. Biomedical Diagnostics, LLC
leases  approximately  2,000  square  feet of office and laboratory space in Ann
Arbor,  Michigan  pursuant to a lease that expires February 2003. As of March 1,
2003  the  lease  will be on a month-to-month basis.  Monthly lease payments are
approximately  $3,000  per  month.

ITEM  3.     LEGAL  PROCEEDINGS

On  November  1,  2001,  a  Statement of Claim was filed in the Supreme Court of
British  Columbia  against  the  Company  and  a director of the Company seeking
payment  of  500,000  common  shares  of  the  Company  for  consulting services
performed  by  an  outside  consultant.  The  plaintiff  is  seeking  specific
performance  of  the  agreement or damages in lieu of specific performance.  The
Company's  position is that a letter of agreement dated April 24, 2001, in which
the  plaintiff  agreed  to  accept 250,000 options at $1.50 per share represents
compensation  for  the  consulting  services  and  that no additional shares are
required  to  be  issued.  A  court  date  has  been  set  for  April  2004.

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.

The  Company  has  initiated  an  arbitration  against  Efoora,  Inc.  and Prion
Development  Laboratories  relating  to  a  recalculation  of  the  Company's
shareholder  interests  in Prion Development Laboratories based upon the failure
of  Efoora  Inc.  to  provide  and  document  a  required  $1,000,000 additional
investment  in  Prion  Development  Laboratories.  Efoora,  Inc.  has  taken the
position  that it has made such investment, indirectly, and that the Company has
defaulted  in  other  respects.

On  March  3,  2003,  Biotherapies, Inc. asserted that the Company had defaulted
under  its  MSA  Sub-license Agreement, and notices termination of the Company's
rights  thereunder. The Company has been dealing directly with the licensor, the
University  of  Michigan,  which had previously terminated Biotherapies license.
The  Company  is  in  active current discussions with the Univeristy of Michigan
with  respect  to a direct license to it for the MSA diagnostic technology. (See
BUSINESS:  Discussions  with  University  of  Michigan.)

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

The  Company  did  not hold an Annual Meeting of Stockholders in 2002.  The next
annual  general  meeting  is  currently  planned  for  June  2003.

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."





                                                                              15
<PAGE>
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  and 2002 to date 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 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
FISCAL 2001
  December 31, 2001    $     2.500    $    $1.500
  September 30, 2001   $     4.050    $    $1.250
  June 30, 2001        $     3.000    $    $1.050
  March 31, 2001       $     3.880    $    $1.600
FISCAL 2000
  December 31, 2000    $     4.875    $    $1.750
  September 30, 2000   $     5.218    $    $3.000
  June 30, 2000        $     13.00    $    $2.437
  March 31, 2000       $     18.50    $    $5.000
FISCAL 1999
  December 31, 1999    $     5.750    $    $3.250
  September 30, 1999   $     3.750    $    $2.875
  June 30, 1999        $     4.625    $    $2.000
  March 31, 1999       $     7.000    $    $3.500
</TABLE>

As  of April 4, 2003, there were approximately 1,421 holders of record of shares
of  such  Common  Stock.  There  is  no  market  for  the  Registrant's  Class A
Convertible  Preferred  Stock.  During  fiscal  2002,  1  Class  A  Convertible
Preferred  Stockholder converted their preferred stock into common stock.  As of
April  4,  2003  there  are  approximately 27 holders of record of shares of the
Class  A  Convertible  Preferred  Stock.

DIVIDENDS

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

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

SALES  OF  UNREGISTERED  SECURITIES

In  the  three years ended December 31, 2002, the Company has made the following
sales  of  unregistered  securities,  all  of  which  sales were exempt from the
registration  requirements  of  the  Securities  Act  of  1933,  as amended (the
"Securities  Act"),  pursuant  to Section 3(b) thereof or as otherwise indicated
herein.

During  the  year  ended  December  31,  2002, the Company sold 1,270,914 common
shares  to  34  accredited  investors  under  private  placements  as  follows:






                                                                              16
<PAGE>
     -    341,070 to 6 accredited investors at $0.56 per share
     -    603,586 to 11 accredited investors at $0.70 per share
     -    34,000 to 1 accredited investor at $0.75 per share
     -    72,058 to 3 accredited investors at $0.85 per share
     -    130,000 to 3 accredited investors at $1.00 per share
     -    90,200 to 4 accredited investors at $1.50 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.

The private placements included warrants to purchase additional common shares as
follows:

     -    30,000 warrants to purchase 30,000 common shares at $2.00 per share
          expiring March, 2004
     -    316,000 warrants to purchase 316,000 common shares at $1.50 per share
          expiring June, 2004
     -    20,716 warrants to purchase 20,716 common shares at $1.50 per share
          expiring July, 2004
     -    26,650 warrants to purchase 36,650 common shares at $1.50 per share
          expiring September, 2004
     -    140,715 warrants to purchase 140,715 common shares at $1.50 per share
          expiring October, 2004
     -    53,572 warrants to purchase 53,572 common shares at $1.20 per share
          expiring November, 2004
     -    174,494 warrants to purchase 174,494 common shares at $1.50 per share
          expiring November, 2004
     -    12,500 warrants to purchase 12,500 common shares at $1.50 per share
          expiring December, 2004

During  the  year  ended  December  31,  2001, the Company sold 1,418,101 common
shares  to  63  accredited  investors  under  private  placements  as  follows:

     -    145,000 to 1 accredited investor at $1.20 per share

     -    295,000 to 1 accredited investor at $1.25 per share

     -    727,101 to 55 accredited investors at $1.50 per share

     -    251,000 to 6 accredited investors at $2.00 per share

In  connection  with  a  private placement of 596,468 common shares at $1.50 per
share,  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.

The private placements included warrants to purchase additional common shares as
follows:

     -    145,000 warrants to purchase 145,000 common shares at $2.20 per share
          expiring April 2003

     -    62,500 warrants to purchase 62,500 common shares at $2.50 per share
          expiring July 2003

     -    64,000 warrants to purchase 64,000 common shares at $3.00 per share
          expiring July 2003

     -    31,000 warrants to purchase 31,000 common shares at $2.50 per share
          expiring August 2003

     -    65,416 warrants to purchase 65,416 common shares at $2.50 per share
          expiring November 2004





                                                                              17
<PAGE>
     -    323,234 warrants to purchase 323,234 common shares at $2.50 per share
          expiring December 2004

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  Company  relied  upon  Regulation  D  in  issuing these shares and warrants
without  registration  under  the  Securities  Act.

During  the  year  ended  December  31,  2000, the Company issued 700,175 common
shares for total proceeds of $2,448,720 to 9 investors under private placements.
The  Company  believes that each issuance and sale of such securities was exempt
from  registration  pursuant  to  Section  3(b)  of  the  Act  and/or  Rule  504
promulgated  there  under.

Proceeds  of  the  Company's Private Placement Offerings, net of commissions and
costs  have  been  applied by the Company solely to capital contributions to the
Joint  Venture  with  Biotherapies,  payments  to  Biotherapies  (as  per the JV
Operating  Agreement)  and  payment  of  general operating expenses, current and
future.  The  Company  believes that such offerings are exempt from registration
pursuant  to  Regulation  D  and  Sections  3(b)  or  4(2) of the Act as well as
relevant  exemptions  in  accordance  with  the  Canadian  Securities  Laws  and
provincial  authorities,  including  Section  74(2)(4)  of  the  Securities  Act
(British  Columbia)  and  107(1)(d)  of  the  Securities  Act  (Alberta).

All  proceeds  of  the  Company's  private  placement  offerings,  minus  sales
commissions  not  exceeding  ten  percent (10%) of the amount thereof, have been
applied  by  the Company solely to investments in portfolio companies, including
capital  contributions  to the Biomedical Diagnostics joint venture, and payment
of  general  operating expenses.  Except to the extent disclosed herein Item 10,
"Executive  Compensation",  none  of  the  proceeds  were  paid,  directly  or
indirectly,  to  directors,  officers,  general  partners  of  the  Company, 10%
shareholders  or  any  of  their  affiliates.

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 its 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.  The existence of such registration rights is a
risk  factor with respect to the Common Stock. All rights incident to a share of
Class  A  Stock  will  terminate automatically upon any conversion of such share
into  Common  Stock.

Securities  authorized  for  issuance  under  equity  compensation  plans.

Equity  based  compensation  plans  in  force  as  at  December  31,  2002:





                                                                              18
<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                                         $  1.35                         1,156,227
plans approved by          1,917,676
security holders
-------------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved           240,000                           1.56                            n/a
by security holders
---------------------   ----------------------------    --------------------------     ----------------------------
Total                      2,157,676                        $  1.37                          1,156,227

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

</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
GBI's  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 GBI.  Test formats and
diagnostic  products  for  prostate,  ovarian,  lung, colon and skin cancers are
currently  in  the  development  pipeline. 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  the  mammastatin,  prostate  and  ovarian
technologies.

As  at  December  31,  2002,  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. In addition to BSE, the PDL test platform has also been
used  to  successfully  detect  prion  diseases  in human and other animal brain
tissue.

As  of December 31, 2002, the Company held a 9% equity interest in Biotherapies,
a  privately  held  biotechnology  company  specializing  in  the development of
innovative  cancer  diagnostic  and  therapeutic  products.

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



                                                                              19
<PAGE>
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, 2002, there are certain
conditions that currently exist which raise substantial doubt about the validity
of  this  assumption.  While  the Company anticipates raising additional private
placement  funds  to  remove the substantial doubt, these private placements are
not  assured.  Failure  to  raise  additional  funds  may  result in the Company
curtailing  operations  or  writing  assets  and liabilities down to liquidation
values,  or  both.

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

In  July  2001,  the  Financial  Accounting  Standards Board issued SFAS No. 142
"Goodwill  and  Other  Intangible  Assets".  Under  SFAS  No.  142, goodwill and
indefinite  lived intangible assets are no longer amortized. Separate intangible
assets  that  are  not  deemed  to  have  an indefinite life will continue to be
amortized over their useful lives. SFAS No. 142 also establishes a new method of
testing  goodwill  and other intangible assets for impairment on an annual basis
or  on  an  interim  basis if an event occurs or circumstances change that would
reduce  the  fair  value  of  that  goodwill or other intangible asset below its
carrying  value.  The  amortization provisions of SFAS No. 142 apply to goodwill
and  other  intangible  assets  acquired  after  June  30, 2001. The Company has
adopted  the provisions of SFAS NO. 142 for all business combinations after June
30,  2001.

Effective  January  1,  2002,  the  Company  has  adopted 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 other than by sale are considered
held and use, 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.

In  December  2002,  the  FASB  issued  SFAS No. 148, Accounting for Stock-Based
Compensation  -  transition  and  disclosure, an Amendment to FASB Statement No.
123.  SFAS  No.  148  provides alternative methods of transition for a voluntary
change  to  the  fair  value-based method of accounting for stock-based employee
compensation.  In  addition,  SFAS No. 148 amends the disclosure requirements of
SFAS  No.  123  to  require  prominent  disclosures  in  both annual and interim
financial  statements  about  the  method  of  account  for stock-based employee
compensation  and the effect of the method used on reported results. The Company
has  adopted the disclosure provisions of SFAS No. 148 and has presented the pro
forma  effects  of  SFAS No.  123  for  the  year  ended  December  31,  2002.

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

                                                                              20
<PAGE>
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,  2002  compared  to  December  31,  2001:

For  the  year  ended  December  31,  2002,  the  Company incurred a net loss of
$5,923,301  compared  to  $15,368,941  for  the  year ended December 31, 2001, a
decrease  of  $9,445,640.

Amortization  is  calculated on the Company's property and equipment and medical
technology  licenses.  Amortization  increased  by  $1,699,522 in the year ended
December  31,  2002  due  to  the  amortization  of  acquired medical technology
licenses acquired pursuant to the BIOMEDICAL DIAGNOSTICS acquisition in November
2001.

Investor  relations  are  costs  incurred  by  the company for general financing
services  and investor relations. These costs decreased by $438,196 for the year
ended  December  31,  2002  due  to financial constraints and a reduction in the
number  of  warrants and share options issued to consultants, as compared to the
year  ended  December  31,  2001.

Legal  and Accounting expenses increased by $453 for the year ended December 31,
2002.  Legal  and  accounting  expenses  relate  mainly  to  financial reporting
requirements,  debt  settlements  and  the  defense  of  legal  matters.

Management  and  consulting  fees  incurred decreased by $1,018,985 for the year
ended  December  31,  2002.  The  decrease is due to a decrease in the number of
outside  consultants  utilized  during the year as well as senior management now
providing their services as employees, under employment agreements as opposed to
last  year  when management services were provided under a management agreement.
Stock  based management and consulting fees were also greater in 2001 due to the
fair  value  of  stock  options  issued  to  outside  consultants.

Rent  and  occupancy  costs  decreased  by  $192,775 due to the sub-lease of the
second  office  in  fiscal year 2002.  The Company had accrued the estimated net
future  cash outflows of $160,000 for these premises in the year ending December
31,  2001.

Salaries and benefits increased by $317,440 for the year ended December 31, 2002
reflecting  the  change  in  services  provided  by  senior  management  from  a
consultant  basis  in  2001,  to  an  employee  basis  in  2002.

There was no in-process research or development in 2002. In-process research and
development  of  $750,000  for  the  year ended December 31, 2001 related to the
estimated  fair  value  of  in-process  research and development acquired in the
acquisition  of  the  remaining  50%  of  Biomedical  Diagnostics.

Research  and  development  expenses of $436,939 were recorded in the year ended
December  31,  2002  relating to the expenses incurred by BIOMEDICAL DIAGNOSTICS
compared  to  $102,396  for  the  one  month  ended  December  31,  2001.

Interest  and bank charges incurred and amortized, decreased by $787,806 for the
year  ended  December  31,  2002  due to a reduction in short-term borrowings of
$1,000,000  which were repaid by conversion to common stock of the Company and a
decrease in the deemed discounts related to equity instruments issued along with
promissory  notes.  The  fair  value of the equity instruments issued along with
promissory  notes  is  amortized  to  interest  expense  over  the  term  of the
promissory  notes.

Equity  in  loss  of  investments  decreased  by  $3,789,680  for the year ended
December  31, 2002. With the acquisition of the remaining 50% equity interest in
Biomedical  Diagnostics in 2001, the Company consolidates BIOMEDICAL DIAGNOSTICS
results  directly  in  its  operating  expenses.  As a result, no equity in loss
amount  is  recorded in the current year. The comparable loss for the year ended
December  31,  2001  was  $2,187,587.  In  2001,  the  Company  wrote-down  its
investments  in  PDL



                                                                              21
<PAGE>
and,  as  a  consequence,  no  longer  records an equity loss in PDL's operating
results.  The  comparable  loss  for  the  year  ended  December  31,  2001  was
$1,722,844.  Equity  in  loss  of Biotherapies increased by $60,751 for the year
ended  December  31, 2002 reflecting the Company's write-down of its investments
in  Biotherapies,  and the research and development activity in Biotherapies for
the  year.

The  Company  incurred  net  gains  on  debt  settlements  during the year ended
December  31,  2002 of $1,233,269 compared to losses of $870,354 during the year
ended  December  31,  2001.

Loss  per share was ($0.27) in 2002 compared to ($1.02) in 2001. The decrease in
loss  per share is due to the decrease in the loss during the current 2002 year.
The  weighted  average  number of shares outstanding for the year ended December
31,  2002  was 21,922,601 compared to 15,107,237 for the year ended December 31,
2001.

The  Company's total assets as at December 31, 2002 totaled $11,025,497 compared
to  total  assets  of  $15,179,029  as  at  December  31,  2001.

During  2002  the  Company's investment in Biotherapies was reduced from a 26.3%
equity  interest to a 9.0% equity interest.  Under the terms of the Amendment to
the  Purchase  Agreement  regarding  the  acquisition of Biomedical Diagnostics,
Biotherapies  agreed  to extend the time for payment and to substitute Shares in
Biotherapies  for  the  $1.5 million owing to Biotherapies. This resulted in the
reduction  of equity as a result of release of Share Assignment on the first day
of  September,  October,  November  and  December  2002.

Stockholder equity as at December 31, 2002 was $7,580,505 compared to $9,660,743
as  at  December  31,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  flows used in operating activities totaled ($1,258,144) for the year ended
December 31, 2002 compared to ($1,437,240) for the year ended December 31, 2001.

The  Company  expects to incur losses for at least the next few years, primarily
due  to the operation of Biomedical Diagnostics LLC. The Company expects the LLC
to  incur  substantial  research  and  development,  sales,  marketing and other
expenses. The Company expects that losses will fluctuate from quarter to quarter
and  that  such  fluctuations  may  be  substantial.

The  Company's  short-term  funding requirements are currently being met through
private  placements and short-term convertible promissory notes. The majority of
the  promissory  notes are placed with a significant shareholder of the Company.
There  can  be  no guarantee that the shareholder will continue to lend funds or
that  any  other  lender  will  provide  short-term  funds.

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

<TABLE>
<CAPTION>
                                                      Payments Due by Period

                                                            2003          2004-2005     2006-2007
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                          $1,060,809       $  1,060,809      $     -       $    -           $    -
Operating leases                         $  169,535       $    114,272      $52,794       $2,469           $    -
                                    ----------------   ----------------  ------------  -----------   -------------
Total contractual cash obligations       $1,230,344       $  1,175,081      $52,794       $2,469           $    -
                                    ================   ================  ============  ===========   =============
</TABLE>

As  of  December 31, 2002, the Company had cash on hand of approximately $11,860
and  a  working capital deficiency of $3,225,195.  In the opinion of management,
cash  on  hand  is  not  sufficient  to  meet  the  Company's  current  needs.

The  Company,  through  the  wholly  owned  subsidiary Biomedical Diagnostics is
planning  to increase its operating budget for 2003 to provide for an additional
9  full-time employees and to purchase additional laboratory equipment necessary





                                                                              22
<PAGE>
for  increased  research  and  development  activities. The Company has budgeted
approximately  $1,600,000  for  these  additional  expenditures.

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.

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, 2002 and 2001
     -    consolidated  statements  of  income,  cash  flows  and  changes  in
          stockholders'  equity for the years ended 2002 and 2001 and the period
          from  September  19,  1994  (inception)  to  December  31,  2002
     -    notes to consolidated financial statements.

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

None.

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  GBI.

       NAME                       AGE                   POSITION
       ---------------------     ----    ---------------------------------------
       E.  Greg  McCartney        51     Chairman of the Board, President, Chief
                                         Executive  Officer

       T.J. Lou  McKinney, C.A.   68     Chief Financial Officer and Director

       Lawrence  J.  Pasemko      66     Executive Vice President and Director

       Ian B. Woods, M.D., Ph.D.  58     Vice  President  and Director

       Robert  Lutz               66     Director

     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 also presides as
     Chairman  of the Board of an American distilling and importing company. Mr.
     McCartney was a founding member of a number of private enterprises involved
     in  the  field  of  electronics,  distribution and real estate development.






                                                                              23
<PAGE>
     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
     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.

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.  No other reports were required to
be  filed  during  the  fiscal  year  ended  December  31,  2002.

ITEM  10.     EXECUTIVE  COMPENSATION

The  following  table  summarizes the aggregate compensation paid to GBI's 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,  2002.

                                                                              24
<PAGE>
SUMMARY  COMPENSATION  TABLE

<TABLE>
<CAPTION>

                                                                                          LONG-TERM
                                                  ANNUAL COMPENSATION                    COMPENSATION
                                  -----------------------------------------------      ---------------
                                                                                          SECURITIES
NAME AND PRINCIPLE                 FISCAL        SALARY                                   UNDERLYING
    POSITION                        YEAR        OPTIONS       BONUS        OTHER           OPTIONS
                                 ---------     ---------    ---------    ----------     -------------
<S>                            <C>            <C>          <C>
E. Greg McCartney,                  2002         132,000            -    $      -       $        -
  President and Chief               2001               -            -    $ 94,998(1)       501,000(5)
  Executive Officer                 2000               -            -    $ 91,332(2)             -

Lawrence J. Pasemko,                2002         120,000            -    $      -       $        -
  Executive Vice                    2001               -            -    $ 94,998(1)       501,000(5)
  President                         2000               -            -    $ 91,332(2)             -

T.J. Lou McKinney,                  2002          72,000            -    $        -     $        -
  Chief Financial                   2001               -            -    $ 60,000(3)       261,900(6)
  Officer                           2000               -            -             -              -

Dr. Ian Woods,                      2002          60,000            -    $        -     $        -
Vice President                      2001               -            -    $ 48,682(4)       334,000(7)
                                    2000               -            -    $ 61,200(4)             -

Linda Allison, Ph.D.,               2002               -            -    $      -       $        -
  President and Chief               2001               -            -           -                -
  Executive Officer                 2000               -            -    $120,000(8)             -

</TABLE>

----------------------------
(1)  Represents 1/2 of annual management fee paid to Tynehead Capital Corp.
(2)  Represents 1/3 of annual management fee paid to Tynehead Capital Corp.
(3)  Represents management fees paid to No. 134 Corporate Ventures.
(4)  Represents scientific consulting fees paid to Dr. Woods.
(5)  Represents stock options to purchase 300,000 common shares at an exercise
     price of $1.67 per share, and 67,500 common shares at an exercise price of
     $1.00 per share.
(6)  Represents stock options to purchase 90,000 common shares at an exercise
     price of $1.24 per share, and stock options to purchase 90,000 common
     shares at an exercise price of $1.67 per share.
(7)  Represents stock options to purchase 200,000 common shares at an exercise
     price of $1.67 per share, and 90,000 common shares at an exercise prices of
     $1.00 per share.
(8)  Represents management and consulting fees paid to Snowdon & Associates
     Management Consulting Ltd. Dr. Allison served as President and Chief
     Executive Officer from July 1, 2000 to March 30, 2001.

STOCK  OPTIONS

The following table provides information with respect to the stock option grants
made  to  the  Named  Executive Officers during the 2002 fiscal year under GBI's
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.






                                                                              25
<PAGE>
OPTION  GRANTS  IN  LAST  FISCAL  YEAR

None

AGGREGATED  OPTION  EXERCISE  IN  LAST  FISCAL  YEAR

<TABLE>
<CAPTION>
                                                                                         VALUE OF UNEXERCISED
                                                               NUMBER OF UNEXERCISED    IN- THE-MONEY OPTIONS
                                                             OPTIONS AT DEC. 31, 2002      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,  2002.

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,  2002.

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.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following table sets forth information known to the Company, as of December
31,  2002, regarding the beneficial ownership of the Company's voting securities
by  (i)  each  of  the  Company's directors and executive officers, and (ii) all
directors and executive officers of the Company as a group.  Except as indicated
below,  management is not aware of any individual or entity that owns 5% or more
of  the  voting  stock  of  the Company, unless otherwise indicated, each of the
stockholders  listed in the table below has sole voting and power of disposition
with  respect  to  shares  beneficially  owned  by  such  stockholder.

<TABLE>
<CAPTION>
                                                            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)               180,000(5)              .70%               .70%

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

</TABLE>





                                                                              26
<PAGE>
<TABLE>
<CAPTION>
<S>                     <C>                           <C>                      <C>            <C>
Common shares            All directors and officers
                         as a group                          2,515,056                9.75%              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.

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 Prion. Dr. Allison is the former President of the
Company  who  introduced  the Prion project to the Company. Dr. James Trotman, a
former Director of the Company, earned a cash finders' fee of $40,000 from Prion
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  Prion

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  have an exercise price of $2.00 per share and expire 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
Company  issued warrants to purchase 283,776 shares of common stock at $3.00 per
share  that  expire  in  2003.  The  remaining  $1,000,000 loan plus outstanding
interest  is convertible into common shares at $1.50 at the holder's option.  On
conversion  the  holder  will  receive warrants to purchase the number of shares





                                                                              27
<PAGE>
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.   Amendment No. 1 to Current Report on Form 8-K, dated November 30,
          2001, filed on February 15, 2002 in connection with the Company's
          investment in Biotherapies Inc. and Biomedical Diagnostics, LLC

     2.   Current Report on Form 8-K, dated May 30, 2002, filed on June 30,
          2002, regarding extension of time to make $1,500,000 payment to
          Biotherapies Incorporated with respect to acquisition of refinancing
          50% interest in Biomedical Diagnostics, LLC from Biotherapies, Inc.

     3.   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 that technology.

ITEM  14.     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.

ITEM  15.     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:





                                                                              28
<PAGE>
          AUDIT FEES     AUDIT-RELATED FEES     TAX FEES     ALL OTHER FEES
          ----------     ------------------     --------     --------------

2001      $ 109,504      $  18,229                  -              -

2002         67,711          9,630                  -              -

Commencing  for  services  provided  after  May 6, 2003 the Audit Committee must
pre-approve  for  the   Company's  employment   of  the  Company's   independent
accountants  for  any  non-audit  services.  The  Company  hopes to increase the
composition of its Audit Committee by adding two (2) non-management directors to
the  Committee  in  connection  with the Innathera transaction referenced above.




                                                                              29
<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,  thereunto  duly  authorized.

                         GENESIS  BIOVENTURES,  INC.

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

April  14,  2003

POWER  OF  ATTORNEY

     We,  the  undersigned  directors  and  officers of BioLabs, 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/                                                             April 14, 2003
-----------------------
E.  Greg  McCartney         Chairman  of  the  Board
                            President and Chief Executive
                            Officer And  Director

/s/                                                             April  14,  2003
-----------------------
Lawrence  J.  Pasemko       Executive  Vice  President
                            and  Director

/s/                                                             April  14,  2003
-----------------------
Robert  Lutz                Director





                                       S-1

                                                                              30
<PAGE>
/s/                                                             April  14,  2003
-----------------------
Ian B. Woods, M.D., Ph.D.   Vice President of Science
                            and  Technology and  Director

/s/                                                             April  14,  2003
-----------------------
T.J. Lou  McKinney, C.A.    Chief  Financial  Officer
                            and Director (principal  financial
                            and  accounting  officer)





                                       S-2

                                                                              31
<PAGE>














Consolidated  Financial  Statements
(Expressed  in  United  States  dollars)

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)
to  December  31,  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, 2002 and
2001,  and  the  related  consolidated  statements  of operations, stockholders'
equity  and  cash  flows  for  the  years  ended December 31, 2002 and 2001, and
cumulative  for  the  period from September 19, 1994 (inception) to December 31,
2002.  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, 2002 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, 2002 and 2001 and the results of
its operations and its cash flows for the years ended December 31, 2002 and 2001
and  cumulative  for  the period from September 19, 1994 (inception) to December
31,  2002  and 2001, 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  4,  2003





                                                                             F-2
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

Consolidated  Balance  Sheets
(Expressed  in  United  States  dollars)

December  31,  2002  and  2001

<TABLE>
<CAPTION>

                                                                 2002            2001
-----------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
Assets

Current assets:
   Cash and cash equivalents. . . . . . . . . . . . . . . . .$     11,860   $    238,333
   Accounts and other receivables . . . . . . . . . . . . . .       2,736         10,262
   Prepaid expenses . . . . . . . . . . . . . . . . . . . . .     153,295        109,900
   Due from related party (note 5). . . . . . . . . . . . . .      51,906              -
   --------------------------------------------------------------------------------------
   Total current assets . . . . . . . . . . . . . . . . . . .     219,797        358,495

Property and equipment (note 6). . . . . . . . . . . . . . .      108,428        192,901

Long-term investments (note 7) . . . . . . . . . . . . . . .            -      2,122,373

Medical technology licenses (note 8) . . . . . . . . . . . .   10,697,272     12,505,260
-----------------------------------------------------------------------------------------

                                                             $ 11,025,497   $ 15,179,029
=========================================================================================

Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable and accrued liabilities . . . . . . . . .$  2,384,183   $  3,457,909
   Promissory notes payable (note 9). . . . . . . . . . . . .   1,060,809      1,428,311
   --------------------------------------------------------------------------------------
   Total current liabilities. . . . . . . . . . . . . . . . .   3,444,992      4,886,220

Stock appreciation rights plan (note 10(d)). . . . . . . . . .          -        632,066

Stockholders' equity (note 10):
   Common stock, $.0001 par value:
     Authorized:  100,000,000 shares
     Issued: 24,768,139 (2001-19,944,832; 2000-10,987,075)          2,476          1,994
   Preferred stock, $.0001 par value:
     Authorized:  100,000,000 shares
     Issued:  64,562 (2001 - 176,562; 2000 - 1,241,536) . . .           6             18
   Additional paid-in capital . . . . . . . . . . . . . . . .  38,153,137     34,407,044
   Common share subscriptions . . . . . . . . . . . . . . . .     277,750        181,250
   Deficit accumulated during the development stage . . . . . (30,852,864)   (24,929,563)
   --------------------------------------------------------------------------------------
   Total stockholders' equity . . . . . . . . . . . . . . . .   7,580,505      9,660,743
-----------------------------------------------------------------------------------------
                                                             $ 11,025,497   $ 15,179,029
=========================================================================================
</TABLE>

Going  concern  (note  1)
Commitments  and  contingencies  (notes  3,  4  and  15)
Proposed business combination and subsequent  events  (notes  3,  9  and  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
                                                       Years ended December 31,               (inception) to
                                              -----------------------------------------         December 31,
                                                         2002                  2001                     2002
------------------------------------------------------------------------------------------------------------
<S>                                           <C>                         <C>             <C>
Expenses :
   Amortization . . . . . . . . . . . . . . . .  $      1,896,791         $     197,269     $     2,115,488
   Loss on foreign exchange . . . . . . . . . .            69,295                22,682              86,617
   Investor relations:
     Stock-based compensation . . . . . . . . .           289,668               485,706             775,374
     Incurred . . . . . . . . . . . . . . . . .             6,442               248,600             918,446
   Legal and accounting . . . . . . . . . . . .           455,769               455,316           1,548,917
   Listing and share transfer fees. . . . . . .            87,760                46,905             278,714
   Management and consulting fees:
     Stock-based compensation . . . . . . . . .            11,737             2,766,043           4,749,568
     Incurred . . . . . . . . . . . . . . . . .            72,476             1,091,461           1,931,637
   Office and miscellaneous . . . . . . . . . .            40,059                94,359             338,543
   Rent and occupancy costs . . . . . . . . . .            86,875               279,650             478,216
   Salaries and benefits. . . . . . . . . . . .           491,417               173,977             739,440
   Telephone. . . . . . . . . . . . . . . . . .            26,262                21,045             106,603
   Travel and promotion . . . . . . . . . . . .           142,217               216,318           1,083,582
   In-process research and development (note 3)                 -               750,000             750,000
   Research and development . . . . . . . . . .           436,939               102,396             539,335
   Royalty fees . . . . . . . . . . . . . . . .           100,291                     -             100,291
   ---------------------------------------------------------------------------------------------------------
                                                        4,213,998             6,951,727          16,540,771
------------------------------------------------------------------------------------------------------------

Loss before other income (expense) . . . . .           (4,213,998)          (6,951,727)         (16,540,771)

Other income (expense):
   Other income . . . . . . . . . . . . . . . .            34,895                    -               34,895
   Interest income. . . . . . . . . . . . . . .             3,201               11,294               79,675
   Interest and bank charges:
     Incurred . . . . . . . . . . . . . . . . . .        (292,045)            (138,794)            (723,834)
     Amortization of deemed discount (note 9) . .        (566,250)          (1,507,307)          (2,479,593)
   Equity in loss of investments (note 7):
     Prion Developmental Laboratories, Inc. . . .               -           (1,722,844)          (2,436,553)
     Biotherapies, Inc. . . . . . . . . . . . . .      (2,122,373)          (2,061,622)          (5,437,610)
     Biomedical Diagnostics, LLC. . . . . . . . .               -           (2,127,587)          (3,357,253)
   Gain (loss) on debt settlements. . . . . . .         1,233,269             (870,354)             362,915
   ---------------------------------------------------------------------------------------------------------
                                                       (1,709,303)          (8,417,214)         (13,957,358)
------------------------------------------------------------------------------------------------------------

Loss for the period. . . . . . . . . . . . .     $     (5,923,301)        $(15,368,941)     $   (30,498,129)
============================================================================================================

Loss per common share, basic and diluted
(notes 2(k) and 10(f)) . . . . . . . . . . .     $          (0.27)        $      (1.02)     $         (4.05)

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

Weighted average common shares outstanding,
basic and diluted. . . . . . . . . . . . . .           21,922,601           15,107,237            7,625,100

============================================================================================================
</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>
                                     Common shares      Common share     Preferred shares                       Deficit       Total
                                     ----------------   subscriptions   -----------------    Additional     accumulated      stock-
                                       Number           --------------    Number                paid-in    during deve-    holders'
                                     of shares  Amount  Number  Amount  of shares  Amount       capital   lopment stage      equity
-----------------------------------------------------------------------------------------------------------------------------------
                                                  $               $                  $            $               $           $
<S>                                <C>        <C>      <C>     <C>     <C>        <C>       <C>            <C>          <C>
Issue of common stock for cash
on organization of theCompany. . .  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 . .  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)

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 10(a)). . .  .           -        -       -       -         -       -        354,735              -     354,735
Deemed dividends on preferred
stock (note 10(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). . . . . . . . . . . .    629,586       63       -       -         -       -      2,058,013              -   2,058,076
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 10(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)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                                                             F-5
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

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


Balance, December 31, 2000 . . . . 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 (note 9(a)) . . .  1,004,605     100        -         -         -      -      1,757,959            -    1,758,059
Issue of common shares for
cash (net of 15,001 non-cash
issue costs). . . . . . . . . . . .    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). .   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 (note 9(a)) . . . . . . .  2,000,000     200        -         -         -      -      2,499,800            -    2,500,000
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 7(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) . . . . . . . . . . .         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
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). . . . . . . . . . .    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
Issue of common stock for
settlement of debt and
accrued interest (note 9(c)) . . . 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 10(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 . . . .24,768,139    2,476  447,128    277,750    64,562     6     38,153,137 (30,852,864)    7,580,505
===================================================================================================================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.




                                                                             F-6
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                                                               September 19, 1994
                                                                   Years ended December 31,                        (inception) to
                                                                  --------------------------                         December 31,
                                                                             2002                   2001                     2002
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                         <C>             <C>
Cash flows from operating activities:
  Loss for the period. . . . . . . . . . . . . . . . . . . . . . .  $       (5,923,301)     $    (15,368,941)  $     (30,498,129)
  Items not affecting cash:
    Amortization . . . . . . . . . . . . . . . . . . . . . . . . . .         1,896,791               197,269           2,115,488
    Deemed discount amortization on promissory notes . . . . . . . .           566,250             1,507,307           2,587,926
    Equity in loss on investment of Biomedical Diagnostics LLC . . .                 -             2,127,587           3,357,253
    Equity in loss on investment of Biotherapies, Inc. . . . . . . .         2,122,373             2,061,622           5,437,610
    Equity in loss on investment of Prion Developmental
      Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . .                 -             1,722,844           2,436,553
    In-process research and development. . . . . . . . . . . . . . .                 -               750,000             750,000
    Stock compensation . . . . . . . . . . . . . . . . . . . . . . .           301,405             3,251,749           4,380,854
    Stock appreciation rights plan . . . . . . . . . . . . . . . . .                 -                29,230              29,230
    Loss (gain) on debt settlement . . . . . . . . . . . . . . . . .        (1,233,269)              870,354            (362,915)
  Changes in operating assets and liabilities:
    Accounts and other receivables . . . . . . . . . . . . . . . . .             7,526                 9,115              (2,736)
    Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .           (43,395)               44,466             (49,429)
    Accounts payable and accrued liabilities . . . . . . . . . . . .         1,047,476             1,360,158           4,573,082
  -------------------------------------------------------------------------------------------------------------------------------
  Net cash used in operating activities. . . . . . . . . . . . . . .        (1,258,144)           (1,437,240)         (5,245,213)

Cash flows from investing activities:
  Capital expenditures on property and equipment . . . . . . . . . .            (4,330)              (66,428)           (115,858)
  Purchase of shares and bonds of Biotherapies, Inc. . . . . . . . .                 -                     -          (2,643,976)
  Investment in Prion Developmental Laboratories, Inc. . . . . . . .                 -              (400,000)         (2,436,553)
  Acquisition of Biomedical Diagnostics, LLC, net of cash acquired .                 -            (2,696,756)         (2,696,756)
  Cash acquired on consolidation . . . . . . . . . . . . . . . . . .                 -                 8,617               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 . . . . . . . . . . . . . . . .                 -                     -            (367,000)
  Redemption of short-term investments . . . . . . . . . . . . . . .                 -               367,000             367,000
  Increase in due from related party . . . . . . . . . . . . . . . .           (51,906)                    -             (51,906)
  -------------------------------------------------------------------------------------------------------------------------------
  Net cash used in investing activities. . . . . . . . . . . . . . .           (56,236)           (2,787,567)        (11,786,592)

Cash flows from financing activities:
  Exercise of share purchase warrants. . . . . . . . . . . . . . . .                 -                     -              63,000
  Exercise of stock options. . . . . . . . . . . . . . . . . . . . .            38,203               218,000             385,803
  Issuance of promissory notes . . . . . . . . . . . . . . . . . . .           174,100             2,443,647           5,842,747
  Repayment of promissory notes. . . . . . . . . . . . . . . . . . .                 -              (600,000)           (600,000)
  Common stock issued for cash . . . . . . . . . . . . . . . . . . .           597,854             2,027,187           5,418,454
  Common stock subscriptions . . . . . . . . . . . . . . . . . . . .           277,750                90,000             367,750
  Preferred stock issued for cash. . . . . . . . . . . . . . . . . .                 -                     -           5,565,911
  -------------------------------------------------------------------------------------------------------------------------------
  Net cash provided by financing activities. . . . . . . . . . . . .         1,087,907             4,178,834          17,043,665
---------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents . . . . . . . .          (226,473)              (45,973)             11,860

Cash and cash equivalents, beginning of period . . . . . . . . . . .           238,333               284,306                   -
---------------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period . . . . . . . . . . . . . .$           11,860      $        238,333   $          11,860
=================================================================================================================================

</TABLE>




                                                                             F-7
<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
                                                                   Years ended December 31,                        (inception) to
                                                                  --------------------------                         December 31,
                                                                             2002                   2001                     2002
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                      <C>                 <C>
Supplemental disclosure:
Cash paid for:
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . .     $                  -     $               -   $               -
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .                    4,800                97,871             287,333
Non-cash activities:
Common stock issued to settle promissory
notes payable and accounts payable and
accrued liabilities . . . . . . . . . . . . . . . . . . . . .                2,177,601             4,258,059           8,085,078
Common stock issued for shares of
Biotherapies Inc. and patents . . . . . . . . . . . . . . . .                        -                     -           4,570,700
Discounts and beneficial conversion feature
on promissory notes . . . . . . . . . . . . . . . . . . . . .                  107,852             1,419,715           2,425,121
Deemed dividends on preferred shares. . . . . . . . . . . . .                        -                     -             354,735
Common stock issued on conversion of
preferred shares. . . . . . . . . . . . . . . . . . . . . . .                       12                   106                 194
Contribution to BioMedical Diagnostics, LLC
of rights acquired. . . . . . . . . . . . . . . . . . . . . .                        -                     -           2,680,860
Issuance of common stock and warrants
for share financing services. . . . . . . . . . . . . . . . .                  147,826                75,107             222,933
Issuance of common stock on
acquisition (note 7(a)) . . . . . . . . . . . . . . . . . . .                        -             1,680,000           1,680,000
Shares issued as consideration for
acquisition of 50% interest in LLC (note 3) . . . . . . . . .                        -             4,719,936           4,719,936
Subscription receivable for issued common shares. . . . . . .                        -                15,000              15,000
Common stock issued for fixed assets. . . . . . . . . . . . .                        -                11,189              11,189
Extinguishment of stock appreciation rights plan (note 10(d))                  632,066                     -             632,066
================================================================================================================================

</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.




                                                                             F-8
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  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,  2002,  the  Company  holds equity interests in: Biotherapies,
Incorporated  ("Biotherapies"), a company 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  agreements, will be 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,  2002,  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  it's  ability to conclude a definitive medical
technology  license  agreement  with the University of Michigan (notes 3 and 8),
third  party financing in the form of debt and equity 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 9). The Company has a working capital
deficiency at December 31, 2002 of $3,225,195 (2001 - $4,527,725) and during the
year  ended  December  31,  2002  used  cash  flow  in  operating  activities of
$1,258,144  (2001  -  $1,437,240).  The  Company is currently seeking additional
funds  through  future  debt  or  equity  financings  to offset future cash flow
deficiencies.  Such  financing  may  not be available or may not be available on
reasonable terms. The resolution of this going concern issue is dependent on the
realization  of  management's  plans.  If  management is unsuccessful in raising
future  debt  or  equity  financings,  and  ultimately  in generating profitable
operations,  the  Company  will be required to liquidate assets for amounts that
may  be  materially  less  than  carrying  values  and curtail or possibly cease
operations.





                                                                             F-9
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

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,  2002.  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-10
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

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  software                                 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-11
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

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-12
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

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.

          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,
                                            Years ended December 31,    1994 (inception)
                                         -----------------------------   to December 31,
                                               2002            2001                 2002
----------------------------------------------------------------------------------------
<S>                                      <C>           <C>             <C>
Net loss, as reported . . . . . . . . .  $   5,923,301  $   15,368,941  $   30,498,129
Total stock-based compensation expense
  determined under fair value method. .        320,790         386,984       1,234,677
----------------------------------------------------------------------------------------
Pro forma net loss. . . . . . . . . . .  $   6,244,091  $   15,755,925  $   31,732,806

Basic and diluted loss per share:

     As reported . . . . . . . . . . . . $        0.27  $         1.02  $         4.05

     Pro forma . . . . . . . . . . . . .          0.28            1.04            4.21

========================================================================================
</TABLE>


     (m)  Recent accounting pronouncements:

          (i)  In  June 2001, the FASB issued SFAS No. 143, Accounting for Asset
               Retirement  Obligations.  SFAS  No.  143  addresses  financial
               accounting  and  reporting  for  obligations  associated with the
               retirement of tangible long-lived assets and the associated asset
               retirement  costs. SFAS No. 143 requires that the fair value of a
               liability for an asset retirement obligation be recognized in the
               period  in  which it is incurred if a reasonable estimate of fair
               value  can  be  made.  The  associated asset retirement costs are
               capitalized  as  part  of  the  carrying amount of the long-lived
               asset.  SFAS No. 143 is effective for financial statements issued
               for  fiscal  years  beginning  after  June  15,  2002, with early
               application encouraged. The Company believes that the adoption of
               SFAS  No.  143  will  have  no  material  impact on its financial
               condition  or  results  of  operations.





                                                                            F-13
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     (m)  Recent accounting pronouncements (continued):

          (ii) In  April  2002, the FASB issued SFAS No. 145, Rescission of FASB
               Statements  No.  4, 44 and 64, Amendment of FASB Statement No. 13
               and  Technical  Corrections.  As  a  result  of the rescission of
               Statement  of  Financial Accounting Standards No. 4 and 64, gains
               and  losses  from extinguishments of debt are to be accounted for
               under  the  provisions of Accounting Principles Board Opinion No.
               30,  Reporting  the Results of Operations -- Reporting the Effect
               of  Disposal  of  a  Segment  of  a  Business, and Extraordinary,
               Unusual  and  Infrequently  Occurring  Events  and  Transactions.
               Although  SFAS  No.  145  is effective for fiscal years beginning
               after  May  15, 2002, the Company has elected to early adopt SFAS
               No.  145.  The  adoption  of the standard did not have a material
               impact  on  the  Company's  financial  condition  or  results  of
               operations  with  the  exception  that  gains  and  losses  from
               extinguishments  of  debt  are  no  longer  disclosed  as  an
               extraordinary  item.

          (iii) In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
               Associated  with  Exit  or  Disposal  Activities.  SFAS  No.  146
               addresses financial accounting and reporting for costs associated
               with  exit  or  disposal activities and nullifies Emerging Issues
               Task  Force  Issue  No.  94-3,  Liability Recognition for Certain
               Employee Termination Benefits and Other Costs to Exit an Activity
               (including  Certain  Costs Incurred in a Restructuring). SFAS No.
               146  requires that a liability for a cost associated with an exit
               or  disposal  activity  be  recognized  when  the  liability  is
               incurred.  SFAS  No.  146 also establishes that fair value is the
               objective  for initial measurement of the liability. SFAS No. 146
               is  effective  for exit or disposal activities that are initiated
               after  December  31, 2002. The Company believes that on adoption,
               FAS  No.  146  will  have  no  material  impact  on its financial
               condition  or  results  of  operations.

          (iv) In  November  2002,  the  FASB issued FASB Interpretation No. 45,
               Guarantor's  Accounting  and  Disclosure  Requirements  for
               Guarantees,  Including  Indirect  Guarantees  of  Indebtedness of
               Others,  an  interpretation  of FASB Statements No. 5, 57 and 107
               and  Rescission of FASB Interpretation No. 34 ("FIN No. 45"). FIN
               No.  45  clarifies the requirements of SFAS No. 5, Accounting for
               Contingencies,  relating  to  the guarantor's accounting for, and
               disclosure  of,  the issuance of certain types of guarantees. The
               disclosure  provisions  of FIN No. 45 are effective for financial
               statements  of  interim or annual periods that end after December
               15,  2002.  The  provisions of FIN No. 45 for initial recognition
               and  measurement  are  effective  on  a  prospective  basis  for
               guarantees  that  are issued or modified after December 31, 2002,
               irrespective  of  a  guarantor's  year-end.  The  Company  has
               considered  the  disclosure  requirements  of  FIN  No. 45 in the
               preparation  of  these  consolidated  financial  statements.  The
               Company  does  not  currently  believe  that  it  has outstanding
               instruments  that,  if  they  had been subject to the measurement
               provisions  of  FIN  No.  45,  would have materially impacted its
               reported  financial  condition  or  results  of  operations.






                                                                            F-14
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     (m)  Recent accounting pronouncements (continued):

          (v)  In  December  2002,  the FASB issued SFAS No. 148, Accounting for
               Stock-Based  Compensation  -  transition  and  disclosure,  an
               Amendment  to  FASB  Statement  No.  123.  SFAS  No. 148 provides
               alternative  methods  of transition for a voluntary change to the
               fair  value-based  method  of accounting for stock-based employee
               compensation.  In  addition,  SFAS  No. 148 amends the disclosure
               requirements  of SFAS No. 123 to require prominent disclosures in
               both  annual and interim financial statements about the method of
               accounting  for  stock-based employee compensation and the effect
               of  the  method used on reported results. The Company has adopted
               the  disclosure  provisions of SFAS No. 148 and has presented the
               pro forma effects of SFAS No. 123 for the year ended December 31,
               2002.

          (vi) In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN
               No. 46"), Consolidation of Variable Interest Entities. FIN No. 46
               clarifies the application of Accounting Research Bulletin No. 51,
               Consolidated  Financial  Statements, to certain entities in which
               equity investors do not have the characteristics of a controlling
               financial  interest  or do not have sufficient equity at risk for
               the  entity  to  finance  its  activities  without  additional
               subordinated  financial  support  from  other parties. FIN No. 46
               applies  immediately  to variable interest entities created after
               January  31,  2003, and to variable interest entities in which an
               enterprise  obtains  an  interest  after  that  date.  FIN No. 46
               applies  in  the  first  fiscal  year or interim period beginning
               after  June  15,  2003, to variable interest entities in which an
               enterprise  holds  a  variable  interest  that it acquired before
               February  1, 2003. FIN No. 46 applies to public enterprises as of
               the  beginning  of  the  applicable interim or annual period. The
               Company  believes  that  on  adoption,  FIN  No.  46 will have no
               material  impact  on  its  financial  condition  of  results  of
               operations.

     (n)  Comparative figures:

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

3.   ACQUISITION:

Biomedical  Diagnostics  LLC:

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




                                                                            F-15
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

3.   ACQUISITION (CONTINUED):

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.

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

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

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

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

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

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

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





                                                                            F-16
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

3.   ACQUISITION (CONTINUED):

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.

Pursuant  to the Purchase Agreement, the Company committed to fund the 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.

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

During  the  year  ended  December 31, 2002, $248,700 (2001 - $230,000) was paid
toward  this  commitment  for  a  cumulative total of $487,700, therefore was in
default  of  its  commitment.  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. The Company
is  currently  in  discussions  with  the  University  of Michigan to conclude a
license  to the diagnostic applications of the technology, although there can be
no  assurance  that  this  proposed  agreement  will  be  completed  (note  1).





                                                                            F-17
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

3.   ACQUISITIONS (CONTINUED):

Biomedical  Diagnostics  LLC  (continued):

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

<TABLE>
<CAPTION>
<S>                                                  <C>
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
=====================================================================
</TABLE>

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





                                                                            F-18
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

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.

          The  Company's  position  is that in a letter of agreement dated April
          24,  2001, the plaintiff agreed to accept 250,000 options at $1.50 per
          share  and to receive no additional shares of the Company. The Company
          has  recorded  the  fair  value  of  the  250,000  options  in  these
          consolidated  financial  statements  with  an  offsetting  charge  to
          consulting  fees.

     (b)  A  former  employee  of  the  company  has  filed a claim for wrongful
          termination  during  the  year  ended  December  31,  2001. The former
          employee is seeking general and special damages including the value of
          500,000  common  shares  and  90,000 stock options of the Company. The
          Company  has filed a counterclaim against the employee 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 finalize a
          direct license relationship with the University of Michigan, and its
          ability to defend against these stated Biotherapies claims to
          ownership of improvements to the technology.

     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.   DUE FROM RELATED PARTY:

The  amount  is  due  from  Prion  Development  Laboratories  ("PDL"), an equity
investee  of the Company (note 7(c)) and is past due.  The amount bears interest
at  8%,  is  unsecured.




                                                                            F-19
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

6.  PROPERTY  AND  EQUIPMENT:

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
                                        2002         2001
-------------------------------------------------------------
<S>                               <C>           <C>
Computer software . . . . . . . . .  $   3,388   $   3,388
Furniture and fixtures. . . . . . .      4,233       3,943
Leasehold improvements. . . . . . .     61,602      46,363
Office equipment. . . . . . . . . .     78,411      77,707
Machinery and equipment . . . . . .    167,711     165,308
Website development costs . . . . .     54,629      53,886
-------------------------------------------------------------
                                       369,974     350,595
Accumulated amortization.             (261,546)   (157,694)
-------------------------------------------------------------
                                     $ 108,428   $ 192,901
=============================================================
</TABLE>

7.  LONG-TERM  INVESTMENTS:

Long-term  investments:

<TABLE>
<CAPTION>
                         Ownership percentage                    2002         2001
------------------------------------------------------------------------------------
<S>                     <C>                                <C>         <C>
Biotherapies, Inc. (b)  (2002 - 8.96%; 2001 - 26.3%)        $        -  $  2,122,373
====================================================================================
</TABLE>

     (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. The diagnostic assay being
          developed  will  be used as a cancer screening method. Under the terms
          of  the  amended agreement dated November 8, 1998, both parties to the
          agreement had a 50% equity interest in Diagnostics, but voting control
          of Diagnostics was held by Biotherapies. The Company accounted for its
          investment  in  Diagnostics  using  the  equity  method.

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





                                                                            F-20
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

7.  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:

<TABLE>
<CAPTION>
<S>                                                                   <C>
          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
          =============================================================================
</TABLE>

          Details of Diagnostic's reported results of operations (which excludes
          the  amortization  of  the excess of the Company's investment over the
          net  book value of Diagnostics at the date of acquisition) are set out
          below:

<TABLE>
<CAPTION>
                                                                        January 1, 2001
                                                                   to November 30, 2001
<S>                                                                  <C>
          Research and development . . . . . . . . . . . . . . . . .  $        473,340
          Selling and administration . . . . . . . . . . . . . . . .           915,452
          -----------------------------------------------------------------------------

          Operating loss . . . . . . . . . . . . . . . . . . . . . .        (1,388,792)
          Other income . . . . . . . . . . . . . . . . . . . . . . .            12,190
          -----------------------------------------------------------------------------
          Loss for the period. . . . . . . . . . . . . . . . .   $          (1,376,602)
          =============================================================================
</TABLE>

     (b)  Investment in Biotherapies, Incorporated:

<TABLE>
<CAPTION>
                                                              2002           2001
          -----------------------------------------------------------------------------
<S>                                                      <C>             <C>
          Investment in Biotherapies. . . . . . .  . . .  $  5,437,611    $  5,437,611
          Equity in losses and write-down . . . .  . . .    (5,437,611)     (3,315,238)
          -----------------------------------------------------------------------------
                                                          $          -    $  2,122,373
          =============================================================================
</TABLE>




                                                                            F-21
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

7.  LONG-TERM  EQUITY  INVESTMENTS  (CONTINUED):

     (b)  Investment in Biotherapies, Incorporated (continued):

          The  Company  has  made  the  following investments in Biotherapies, a
          biotechnology  company  developing  a potential therapeutic for breast
          cancer  (number  of  common  shares retroactively restated for a 8.3:1
          stock  split  by  Biotherapies  in  2001):

<TABLE>
<CAPTION>
                                                                Common     Common share
           Transaction                          Date            shares      investment     Bond
           -------------------------------------------------------------------------------------
<S>                                       <C>              <C>           <C>          <C>
           Cash investment in common
             shares . . . . . . . . . . . .  March, 1998        498,000  $   420,000          -
           Cash and equity investment
             in common shares . . . . . . .  September, 1999    340,300      915,000          -
           Cash investment in bonds . . . .  March, 2000              -            -    400,000
           Conversion of bond receivable
             to common shares . . . . . . .  March, 2000        132,800      400,000   (400,000)
           Cash investment in common
             shares . . . . . . . . . . . .  June, 2000         365,200    1,100,000          -
           Cash investment in common
             shares (3) . . . . . . . . . .  December, 2000     830,000    2,500,000          -
           Direct acquisition costs . . . .                           -       48,976          -
           Dilution gain. . . . . . . . . .  March, 2001              -       53,635          -
           -------------------------------------------------------------------------------------
                                                              2,166,300  $ 5,437,611          -
           =====================================================================================
</TABLE>

          When  the  Company  exercised significant influence over Biotherapies,
          the Company used the equity method of accounting for its investment in
          Biotherapies.  The  excess of each investment in Biotherapies over the
          Company's  then  proportionate  interests  in  the  net  assets  of
          Biotherapies  at  each  purchase  step  was being amortized over three
          years.  The  Company's  ownership  percentage  decreased from 26.6% to
          26.3%  during  the  year  ended December 31, 2001 upon the issuance of
          shares  of  Biotherapies to third parties resulting in a dilution gain
          of  $53,635  which  has  been  recorded  as  an  equity transaction to
          additional  paid-in  capital.

          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 in
          escrow,  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.




                                                                            F-22
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

7.  LONG-TERM  EQUITY  INVESTMENTS  (CONTINUED):

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

<TABLE>
<CAPTION>
                                                                  2002          2001
          --------------------------------------------------------------------------------
<S>                                                         <C>               <C>
          Investment in Prion Developmental Laboratories, Inc.  $ 2,436,553   $ 2,436,553
          Equity in losses and write-down. . . . . . . . . . .   (2,436,553)   (2,436,553)
          --------------------------------------------------------------------------------
                                                                $         -   $         -
          ================================================================================
</TABLE>

          Pursuant  to  an  investment agreement dated on September 8, 2000, the
          Company  acquired  1,000,000  common  shares  of  Prion  Developmental
          Laboratories,  Inc.  ("PDL")  and  a warrant to purchase an additional
          1,000,000  common  shares  of  PDL  at  an exercise price of $0.40 per
          common  share  for total cash consideration of $1,000,010. 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.

8.  MEDICAL  TECHNOLOGY  LICENSES:

<TABLE>
<CAPTION>
                                                         2002          2001
--------------------------------------------------------------------------------
<S>                                              <C>               <C>
Medical technology licenses . . . . . . . . . .   $   12,655,926    $ 12,655,926
Accumulated amortization. . . . . . . . . . . .       (1,958,654)       (150,666)
--------------------------------------------------------------------------------
                                                  $   10,697,272    $ 12,505,260
================================================================================
</TABLE>

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  (note  3,  4(c) and 16(b)).  Aggregate
amortization  expense for the year ended December 31, 2002 is $1,807,988 (2001 -
$150,666).  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 to
the  Company  the  rights  to carry on with its development until further notice
(note  3) and the indirect license arrangement with Biotherapies was terminated.
The  Company  is  currently  in  discussions  with the University of Michigan to
conclude  a  license  to the diagnostic applications of the technology, although
there  can  be no assurance that this proposed agreement will be completed (note
1).




                                                                            F-23
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

9.  PROMISSORY  NOTES  PAYABLE:

Promissory  notes  payable:

<TABLE>
<CAPTION>
                                                      2002        2001
--------------------------------------------------------------------------------
<S>                                              <C>               <C>
Payable to private investors:
   Issued:
        August through October, 2001 (d). . . . .    $  143,647     $  143,647
        Other - Biotherapies. . . . . . . . . . .        44,662         43,062
        April through October, 2002 (e and f) . .       172,500              -

Shareholders and directors:
   July 3 and October 3, 2001 (b). . . . . . . . .      600,000        600,000
   October 30, 2001 (b). . . . . . . . . . . . . .      100,000        100,000
   November 26, 2001 (c) . . . . . . . . . . . . .            -      1,000,000
--------------------------------------------------------------------------------
                                                      1,060,809      1,886,709

Non-cash discount, unamortized. . . . . . . . . .             -       (458,398)
--------------------------------------------------------------------------------
                                                     $1,060,809     $1,428,311
</TABLE>

     (a)  On April 27, 2000 and September 11, 2000, the Company issued
          $1,500,000 and $2,000,000 promissory notes to a private investor. Both
          promissory notes bore interest at an annual rate of 10% per annum
          compounded semi-annually and are payable monthly. The notes were
          repayable within the earlier of twelve months of issuance and ten days
          after completion of a financing with aggregate net proceeds of
          $10,000,000 or more.

          Under  the  terms  of  the  financing  agreements, the Company granted
          300,000 warrants for the $1,500,000 financing and 500,000 warrants for
          the  $2,000,000  financing. The warrants entitle the holder to acquire
          one common share at an exercise price of $6.50 per share until October
          27,  2001 and one common share at an exercise price of $4.00 per share
          until  September  11,  2002, respectively. The estimated fair value of
          the  warrants of $897,554 was recorded as a discount to the promissory
          notes  and  is  being  amortized to interest expense over the one year
          term  of  the  promissory  notes. This resulted in additional interest
          expense  during  the  year  ended  December  31,  2002  of nil (2001 -
          $491,518). The discount has been fully amortized at December 31, 2002.





                                                                            F-24
<PAGE>

GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

9.  PROMISSORY  NOTES  PAYABLE  (CONTINUED):

     (a)  (continued):

          In May 2001, the Company committed to issue 2,000,000 common shares of
          the Company in settlement of an outstanding $2,000,000 promissory note
          to  the  private  investor  and  shareholder  resulting  in  a loss on
          settlement  of $500,000 based on the market value of the common shares
          at  the  date  of  agreement  to settle. In addition, 800,000 warrants
          previously  provided to this lender as part of the original promissory
          note financing and 181,818 warrants previously provided to this lender
          as  part  of a private placement, were repriced to reduce the exercise
          price  to $2.00 per common share and the term to expiry of the options
          was extended to 24 months after the modification date. The incremental
          value  of  the  repriced  800,000  warrants  in excess of the original
          amount  of $388,787 has been recorded as an additional discount on the
          promissory  note financed and has been recorded in interest expense in
          the  statement  of  operations.

          During  2001, the Company issued 1,004,605 common shares to settle the
          $1,500,000  in  promissory  notes  and  related  interest owing to the
          private  investor,  which  had  a  carrying  value  of $1,387,805. The
          Company  recognized  a  loss on debt settlement of $370,354 based upon
          the  market  value  of  the shares at the date of agreement to settle.

     (b)  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. By December 31, 2002, the loans had matured,
          but have not been repaid. The Company's intent is to repay the loans
          when additional financing is secured. The lender has not demanded
          repayment.





                                                                            F-25
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

9.  PROMISSORY  NOTES  PAYABLE  (CONTINUED):

     (c)  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.

     (d)  During  August  through  October  2001,  the  Company raised a further
          $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. The loans have matured, but
          they  have  not  been  repaid  by  the  Company.  The lenders have not
          demanded  repayment  of  the  loans.

     (e)  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.

     (f)  During May through October 2002, the Company raised a further $142,500
          through  the  issuance of convertible promissory notes. The notes bear
          interest from 10% to 12% per annum, are unsecured and mature 30 to 120
          days  after  funds  are  advanced.  Warrants to acquire 118,571 common
          shares  were issued as consideration for these loans. The warrants are
          exercisable  at  prices  ranging from $0.70 to $1.25 per common share.
          The  fair  value  of  the  warrants  of $76,815 has been recorded as a
          discount  to  the  promissory  notes  and  has been fully amortized to
          interest  expense  for  the  period to December 31, 2002. A beneficial
          conversion  feature  totaling  $31,037  has  been  recorded  and fully
          recognized over the period to December 31, 2002. At December 31, 2002,
          $110,000  of  these loans have matured and have not been repaid by the
          Company.  The  lenders  have  not  demanded  repayment  of  the loans.

At December 31, 2002, the Company was not in compliance with the repayment terms
for loans with a principal balance of $953,647 (2001 - $520,000).  Subsequent to
December  31, 2002, the Company became compliant with the repayment terms for an
additional  $62,500  of  promissory  notes  payable.





                                                                            F-26
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

10.  STOCKHOLDERS'  EQUITY:

     (a)  Common and preferred stock offerings:

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

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

          During  the  year  ended December 31, 2002, 112,000 (2001 - 1,064,974)
          preferred  shares  were  converted  to  common  stock.

     (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-27
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

10.  STOCKHOLDERS'  EQUITY  (CONTINUED):

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

          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, 2000      560,000                1.62
             Granted. . . . . . . . . . . . . . . . . 1,566,500                1.83
             Cancelled. . . . . . . . . . . . . . . .  (145,000)               2.84
             Exercised. . . . . . . . . . . . . . . .  (196,500)               1.31
          -------------------------------------------------------------------------
          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
          =========================================================================
</TABLE>

          The  following  table  summarizes  the  stock  options  outstanding at
          December  31,  2002:

<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>
          1.00 - 1.50. .         912,676                 0.4  $          1.23         912,676     $       1.23
          1.67 - 2.50. .       1,235,000                 3.9             1.67       1,235,000             1.67
          3.81 - 5.61. .          25,000                 2.4             4.16          25,000             4.16
          -----------------------------------------------------------------------------------------------------
                               2,172,676                 2.5  $          1.53       2,172,676     $       1.53
          =====================================================================================================
</TABLE>

          The  Company has committed to issue 250,000 options as settlement of a
          legal  action  (see  note  4(a)).

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

<TABLE>
<CAPTION>
                                                 Outstanding options
                            Exercise price   --------------------------
          Expiry            per share          2002           2001
          -------------------------------------------------------------
<S>                      <C>                <C>           <C>
          April 2007       $       1.00       40,000              -
          December 2006    $       1.67      200,000        200,000
          =============================================================
</TABLE>

These  options  are  fully  vested  as  of  December  31,  2002.


                                                                            F-28
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

10.  STOCKHOLDERS' EQUITY (CONTINUED):

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

          Stock options (continued):

          As  explained  in  note  2(l),  the Company has adopted the disclosure
          provisions  of SFAS No. 123 for options granted to employees under the
          existing  employee  stock  option plan. SFAS No. 123 uses a fair value
          method  of  calculating  the  cost  of  stock  option  grants.

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

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

<TABLE>
<CAPTION>

                                                      2002        2001
          ---------------------------------------------------------------
<S>                                              <C>         <C>
          Expected dividend yield . . . . . . .            0%          0%
          Expected stock price volatility . . .        114.0%      128.3%
          Risk-free interest rate . . . . . . .          4.5%        4.3%
          Expected life of options. . . . . . .    5.0 years   3.8 years
          ===============================================================
</TABLE>

     (c)  Share purchase warrants:

          Share  purchase  warrants outstanding at December 31, 2002 and 2001 to
          purchase  one  common  share  of  the  Company  are  as  follows:

<TABLE>
<CAPTION>
                                                    Outstanding warrants
                                Exercise price    -------------------------
          Expiry dates               per share          2002       2001
          -----------------------------------------------------------------
<S>                            <C>                  <C>         <C>
          April 2003           $          2.00         181,818    981,818
          May 2003                        3.00               -    250,000
          April 2003                      2.20         145,000    145,000
          July 2003                       3.00          64,000     64,000
          July 2003                       2.50           5,000      5,000
          July 2003                       2.50          62,500     62,500
          August 2003                     2.50          25,900     25,900
          August 2003                     2.50          31,000     31,000
          September 2003                  2.50           5,000      5,000
          -----------------------------------------------------------------
          Carryforward                                 520,218  1,570,218
</TABLE>





                                                                            F-29
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

10.  STOCKHOLDERS' EQUITY (CONTINUED):

     (c)  Share purchase warrants (continued):

<TABLE>
<CAPTION>
                                                    Outstanding warrants
                                Exercise price    -------------------------
          Expiry dates               per share          2002       2001
          -----------------------------------------------------------------
<S>                            <C>                  <C>        <C>
          Brought forward. . . .                       520,218  1,570,218

          October 2003          $          3.00              -     33,776
          October 2004                     2.50         25,000     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                    2.50         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          -
          March 2004                       5.75         50,000          -
          June 2004                        1.50        316,000          -
          July 2004                        1.50         20,716          -
          August 2004                      0.70         25,000          -
          September 2004                   1.25         28,571          -
          September 2004                   1.50         26,650          -
          October 2004                     1.50        140,715          -
          October 2004                     1.00         65,000          -
          November 2004                    1.20         53,572          -
          November 2004                    1.50        211,994          -
          December 2004                    1.50         48.959          -
          January 2005                     1.50         22,124          -
          May 2005                         0.64         31,250          -
          August 2005                      0.61         32,787          -
          February 2007                    1.25        150,000          -
          -----------------------------------------------------------------
          Total warrants outstanding, end of year.   2,592,329  2,422,767
          =================================================================
</TABLE>

          (i)  During  2000, 800,000 warrants were issued to the holders of note
               payables  from the Company. These 800,000 warrants were cancelled
               during  the year ended December 31, 2002. In 2001 upon conversion
               of  these loans to common shares, the warrants along with 181,818
               warrants  issued  on  private  placements  were  repriced  to  an
               exercise  price  of $2.00 per share and extended until April 2003
               (see  note  9(a)).

          (ii) During  2001,  318,776  warrants  were  issued to holders of note
               payables  from  the  Company  (notes 9(b) and 9(d)). During 2002,
               283,776  warrants  were  cancelled.

          (iii) During 2001, the Company completed private placements issuing
               1,092,300 units to investors for cash. Each unit consists of one
               common share of the Company and one-half of one warrant, with two
               one-half warrants exercisable to purchase an additional one
               common share at an exercise price of between $2.00 and $3.00 per
               share. The Company also completed a private placement for 145,000
               units consisting of one common share of the Company and one
               warrant to purchase one additional common share at an exercise
               price of $2.20 per share.






                                                                            F-30
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

10.  STOCKHOLDERS' EQUITY (CONTINUED):

     (c)  Share purchase warrants (continued):

          (iv) During 2001, the Company issued 424,823 warrants to consultants
               for services provided. The fair value of these warrants has been
               recorded as an expense and additional paid-in capital.

          (v)  During 2002, the Company issued 118,571 share purchase warrants
               to holders of notes payable from the Company (note 9(f)). These
               warrants are exercisable at prices of $0.70 to $1.25 per share.

          (vi) 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.

          (vii)  During  2002, the Company issued common share purchase warrants
               to  holders  of  two $20,000 notes payable from the Company (note
               9(f)).  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.

     (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.

     (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, 2002.






                                                                            F-31
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

10.  STOCKHOLDERS'  EQUITY  (CONTINUED):

     (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
                                                       2002          2001         December 31, 2002
           ----------------------------------------------------------------------------------------
<S>                                      <C>                    <C>               <C>
           Loss for the period . . . . .           (5,923,301)   (15,368,941)         (30,498,129)

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

           Loss attributable to common
             stockholders. . . . . . . .  $        (5,923,301)  $(15,368,941)       $ (30,852,864)
           ========================================================================================
</TABLE>

11.  RELATED  PARTY  TRANSACTIONS:

<TABLE>
<CAPTION>
                                                                            2002       2001
----------------------------------------------------------------------------------------------
<S>                                                                      <C>      <C>
(a)    Management and consulting fees paid to officers and directors
       of the Company and/or companies controlled by the officers
       and directors of the Company                                      $      -   $  370,163

(b)    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                     274,950      168,660
==============================================================================================
</TABLE>

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




                                                                            F-32
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

12.  DEFERRED  TAX  ASSETS  AND  LIABILITIES:

<TABLE>
<CAPTION>
                                                          2002          2001
-----------------------------------------------------------------------------------
<S>                                                   <C>            <C>
Deferred tax assets:
   Research and development credits and costs . . . . .  $   475,099   $   290,770
   Current liabilities. . . . . . . . . . . . . . . . .      283,455       299,627
   Equity investments . . . . . . . . . . . . . . . . .    2,646,551     1,924,945
   Operating loss carry forwards. . . . . . . . . . . .    3,246,911     3,005,286
-----------------------------------------------------------------------------------

Total deferred tax assets before valuation allowance. .    6,652,016     5,520,628
Valuation allowance. . . . . . . . . . . . . . . . . .    (5,621,691)   (4,047,175)

Net deferred tax asset after valuation allowance . . .     1,030,325     1,473,453

Deferred tax liabilities:
   Property and equipment . . . . . . . . . . . . . . .      (18,180)      (35,210)
   Medical technology licenses. . . . . . . . . . . . .   (1,012,145)   (1,438,243)
-----------------------------------------------------------------------------------

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, 2002 of approximately $9,500,000.  Operating losses begin to expire
in  fiscal  year  2019.

13.  FINANCIAL  INSTRUMENTS:

Fair  values:

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






                                                                            F-33
<PAGE>
GENESIS  BIOVENTURES,  INC.
(A  Development  Stage  Company)

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

Years  ended  December  31,  2002  and  2001
Period  from  September  19,  1994  (inception)  to  December  31,  2002
--------------------------------------------------------------------------------

14.  GEOGRAPHIC  INFORMATION:

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

<TABLE>
<CAPTION>
                                          2002        2001
-------------------------------------------------------------
<S>                                     <C>      <C>
United States . . . . . .  . . . . . $   78,917   $   126,756
Canada. . . . . . . .  . . . . . . .     29,511        66,145
=============================================================
</TABLE>

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

15.  COMMITMENTS:

Operating  leases:

The  Company  leases  office  equipment and facilities in British Columbia under
operating  lease agreements that expire in 2002 and 2007. Minimum lease payments
under  these  operating  leases  are  approximately  as  follows:

          Year  ending  December  31:

          2003. . . . . . . . . . . . $     114,272
          2004. . . . . . . . . . . .        51,447
          2005. . . . . . . . . . . .         1,347
          2006. . . . . . . . . . . .         1,347
          2007. . . . . . . . . . . .         1,122

16.  SUBSEQUENT  EVENTS:

Subsequent  to  December  31,  2002, the Company signed a letter of intent for a
proposed  business  combination  with  Innathera  Inc.,  a  privately  held
biotechnology  company. The agreement remains subject to stockholder approval by
the shareholders of both companies, the completion of ongoing due diligence, and
other  conditions  of  closing.





                                                                            F-34
<PAGE>
<TABLE>
<CAPTION>
                                                      INDEX  TO  EXHIBITS

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

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

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

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

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

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

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

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

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

   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).

</TABLE>





                                                                              32
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>

   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).

   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).

</TABLE>





                                                                              33
<PAGE>
    CERTIFICATION BY E. GREG MCCARTNEY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                       OF
                            GENESIS BIOVENTURES, INC.


I,  E.  Greg  McCartney,  certify  that:

1.   I have reviewed this annual report on Form 10-KSB of Genesis Bioventures,
     Inc.;

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

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, concluding its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;


5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions);

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal control's and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly effect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


April  14,  2003                           By:     /s/
                                                   -----------------------
                                                   Name: E. Greg McCartney
                                                         President  and  Chief
                                                         Executive  Officer





                                                                              35
<PAGE>
          CERTIFICATION BY T.J. LOUIS MCKINNEY, CHIEF FINANCIAL OFFICER
                                       OF
                            GENESIS BIOVENTURES, INC.


I,  T.J.  Louis  McKinney,  certify  that:

1.   I have reviewed this annual report on Form 10-KSB of Genesis Bioventures,
     Inc.;

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

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, concluding its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions);

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal control's and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly effect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


April  14,  2003                           By:     /s/
                                                   -----------------------------
                                                   Name: T.J. Louis McKinney
                                                         Chief Financial Officer





                                                                              36
<PAGE>