U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2004

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                        Commission File Number: 000-49720

                                  GenoMed, Inc.
        (Exact name of Small Business Issuer as specified in its Charter)

                                     Florida
         (State or other jurisdiction of incorporation or organization)

                                   43-1916702
                      (I.R.S. Employer Identification No.)

           9666 Olive Boulevard, Suite 310, St. Louis, Missouri 63132
               (Address of principal executive offices) (Zip Code)

                                 (314) 983-9933
                           (Issuer's telephone number)

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 [ ] No [X] This report is being filed late.

                      APPLICABLE ONLY TO CORPORATE ISSUERS
     As of September 15, 2004, we had 194,502,387 shares of our common stock
                                  outstanding.

<PAGE>

                                      INDEX

PART I      CONSOLIDATED FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements................................ 3
Item 2.     Management's Discussion and Analysis and Plan of Operation....... 8
Item 3.     Controls and Procedures..........................................15

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings................................................15
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds......15
Item 3.     Defaults Upon Senior Securities..................................16
Item 4.     Submission of Matters to a Vote of Security Holders..............16
Item 5.     Other Information................................................16
Item 6.     Exhibits and Reports on Form 8-K.................................16


<PAGE>


PART I.

Item 1.  CONSOLIDATED FINANCIAL STATEMENTS

                                  GenoMed, Inc.
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheet

                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                     <C>

----------------------------------------------------------------------- --------------------
                                                                        As of June 30, 2004
Assets

Current assets:
    Cash                                                                        1,385,789
    Employee advances                                                               1,255

Property and equipment, net                                                       116,901

                                                                                1,503,945

Liabilities and stockholders' equity

Current liabilities:
    Accounts payable and accrued liabilities                                       79,347
    Due to officer                                                                 97,813
                                                                        --------------------

        Total current liabilities                                                 177,160

Stockholders' equity:
    Common stock, $.001 par value, 1,000,000,000 shares
        authorized, 194,324,609 shares issued and outstanding                     194,325
    Additional paid in capital                                                 10,120,112
    Subscribed common shares                                                       31,500
    (Deficit) accumulated during the development stage                         (9,019,152)

                                                                                1,326,785

                                                                                1,503,945

</TABLE>

See accompanying notes to the consolidated financial statements.

<PAGE>


                                  GenoMed, Inc.
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Operations
             Three and Six Months Ended June 30, 2004 and 2003, and
          the Period From Inception (January 3, 2001) to June 30, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                  <C>             <C>            <C>             <C>             <C>
                                                     Three Months    Three Months
                                                         Ended           Ended        Six Months      Six Months    Inception to
                                                       June 30,        June 30,     Ended June 30,  Ended June 30,    June 30,
                                                         2004            2003            2004            2003           2004
                                                      -----------    ------------   --------------  --------------  ------------

Revenue                                                      578             950           1,247           1,950          7,657

Operating expenses:
    Research and development                                   -               -               -               -        333,264
    Selling, general and administrative
        expenses (credit)                                (52,161)        668,510       5,624,955         738,431      8,535,466
                                                      -----------    ------------   --------------  --------------  ------------

                                                         (52,161)        668,510       5,624,955         738,431      8,868,730
                                                      -----------    ------------   --------------  --------------  ------------

Income (Loss) from operations                             52,739        (667,560)     (5,623,709)        736,481     (8,861,073)
Other (income) and expenses:
    Interest income                                       (1,737)              -          (1,985)              -         (1,985)
    Impairment                                                                 -               -               -          6,939
    Interest expense                                           -          20,000               -          40,000        153,126

                                                          (1,737)         20,000          (1,985)         40,000        158,080
                                                      -----------    ------------   --------------  --------------  ------------

Net income (loss)                                         54,476        (687,560)     (5,621,723)       (776,481)    (9,019,153)
                                                      ===========    ============   ==============  ==============  ============

Per share information - basic and fully diluted:
    Weighted average shares outstanding - basic       190,544,955     122,268,120     173,533,511     121,680,244    262,179,707
                                                      ===========    ============   ==============  ==============  ============
    Weighted average shares outstanding - diluted     215,214,429     122,268,120     173,533,511     121,680,244    262,179,707
                                                      ===========    ============   ==============  ==============  ============

    Net income (loss) per share - basic                      0.00           (0.01)          (0.03)          (0.01)         (0.03)
                                                      ===========    ============   ==============  ==============  ============
    Net income (loss) per share - diluted                    0.00           (0.01)          (0.03)          (0.01)         (0.03)
                                                      ===========    ============   ==============  ==============  ============

</TABLE>

See accompanying notes to the consolidated financial statements.

<PAGE>


                                  GenoMed, Inc.
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flow
                  Six Months Ended June 30, 2004 and 2003, and
          the Period From Inception (January 3, 2001) to June 30, 2004
                                   (Unaudited)

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

                                                                Six Months          Six Months
                                                                   Ended              Ended           Inception to
                                                                 June 30,            June 30,           June 30,
                                                                   2004                2003               2004
                                                                ------------        ------------      -------------

Cash flow from operating activities:
Net cash (used in) operating activities                             (362,469)           (18,583)         (1,243,746)
                                                                ------------        ------------      -------------

Cash flows from investing activities:
Net cash (used in) investing activities                                 (623)                 -            (210,877)
                                                                ------------        ------------      -------------

Cash flows from financing activities:
Net cash provided by financing activities                          1,737,412             26,500           2,840,412
                                                                ------------        ------------      -------------

Net increase in cash                                               1,374,320              7,917           1,385,789

Beginning - cash balance                                              11,469             13,031                   -
                                                                ------------        ------------      -------------

Ending - cash balance                                              1,385,789             20,948           1,385,789
                                                                ============        ============      =============

</TABLE>

See accompanying notes to the consolidated financial statements.

<PAGE>


                                  GenoMed, Inc.
                          (A Development Stage Company)
              Notes to Condensed Consolidated Financial Statements
                                  June 30, 2004
                                   (Unaudited)

(1)  BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America ("GAAP") for interim financial  information.  They do not include all
of the  information  and  footnotes  required  by GAAP  for  complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring adjustments)  considered necessary for a fair presentation have
been  included.  The results of  operations  for the periods  presented  are not
necessarily  indicative  of the  results to be expected  for the full year.  For
further information,  refer to our financial statements as of December 31, 2003,
the  years  ended  December  31,  2003 and 2002 and the  period  from  inception
(January 3, 2001) to December 31, 2003 including  notes thereto  included in our
annual report on Form 10-KSB for the year ended December 31, 2003.

(2)  EARNINGS PER SHARE

We calculate net income (loss) per share as required by SFAS No. 128,  "Earnings
per Share." Basic earnings (loss) per share is calculated by dividing net income
(loss) by the  weighted  average  number of common  shares  outstanding  for the
period.  Diluted  earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive common stock
equivalents outstanding.  During the three-month period ended June 30, 2003, the
six-month  periods  ended June 30, 2004 and 2003 and the period  from  inception
(January 3, 2001) to June 30, 2004, common stock equivalents were not considered
as their effect would be anti-dilutive. All common stock equivalents included in
dilutive shares  outstanding for the three-month period ended June 30, 2004 were
from stock options.

(3)  NOTE PAYABLE - AFFILIATE

At December 31, 2003, we had an outstanding note aggregating  $1,000,000,  which
had been advanced to us by an affiliated  entity by virtue of stock ownership in
the  Company.  The note bears  interest at 8% per annum and is due on January 1,
2005. The note may be converted into common shares of the Company as follows:

     a.   The  unpaid  principal  in  whole  or in part  together  with  accrued
          interest shall at the option of the holder be converted into the class
          of the Company's shares on the same terms and conditions applicable to
          any  investors  in a  financing  agreement.  The  holder  may elect to
          negotiate separate terms and conditions,  however,  the unpaid balance
          will not be payable in cash, but  convertible  only into shares of the
          Company. For the purposes of this calculation,  the aggregate value of
          our shares received by the holder in conversion shall be determined by
          subtracting  $1,000,000 from the unpaid original  principal balance of
          the note, which remains unpaid at the time of conversion.  A financing
          agreement  is  defined  as the  receipt

<PAGE>

          by the Company of at least  $1,500,000  of net cash  proceeds from the
          sale of capital stock.

     b.   The  unpaid  principal  in  whole  or in part  together  with  accrued
          interest  shall be  converted  into  shares if we  realize  revenue of
          $1,500,000  during the period  commencing  April 9, 2003 and ending on
          December 31, 2004. The price per share shall be determined as provided
          in c below.  The  unpaid  balance  will not be  payable  in cash,  but
          convertible only into shares of the Company.  For the purposes of this
          calculation,  the aggregate value of our shares received by the holder
          in conversion  shall be determined by subtracting  $1,000,000 from the
          unpaid original principal balance of the note, which remains unpaid at
          the time of conversion.

     c.   If no financing agreement has occurred by December 31, 2004 and/or the
          Company has not realized the requirements of a and b above, the holder
          may elect to convert the unpaid principal balance and accrued interest
          into the number of common shares of the Company determined by dividing
          the unpaid  balance by the average  bid price of our common  stock for
          the previous 30 trading days.  The unpaid  balance will not be payable
          in cash, but convertible only into shares of the Company.

During March 2004 the holder contributed the $1,000,000 principal balance of the
note to the capital of the Company and converted the unpaid interest into common
shares (see Note 4).

(4)  STOCKHOLDERS' EQUITY

During the three and six month periods  ended June 30, 2004, we charged  $21,750
and $11,250,  respectively,  to  operations  pursuant to our  agreement to issue
300,000 shares of common stock on December 31, 2004 in accordance with the terms
of advisory  board  contracts.  As of June 30, 2004 and March 31,  2004,  75,000
shares,  respectively,  had been earned and had not been issued. The shares have
been valued at the trading  price of $0.14 and $0.15 of our common stock on June
30, 2004 and March 31,  2004,  respectively,  the  measurement  date.  The above
amount has been included as subscribed common shares.  Through June 30, 2004, an
aggregate of 750,000 shares with a value of $36,750 have been earned pursuant to
the advisory board contracts.

During March 2002, we granted an officer options to purchase  37,500,000  shares
of common  stock at an  exercise  price of 20% of the fair  market  value of our
common stock on the  exercise  date.  The options may be exercised  after May 6,
2002 for a period of 10 years as to  12,500,000  options  and after  November 6,
2002  for a period  of 10 years as to  25,000,000  options.  The  change  in the
discount  from the fair market value of the common stock  related to the options
will be charged to operations as general and administrative  expenses during the
period from the grant date to the exercise  date.  During the three months ended
June 30, 2004,  $300,000 was credited to  operations  related to these  options.
During the six months ended June 30, 2004,  $3,000,000 was charged to operations
related to these options.

During  the three  months  ended  March 31,  2004,  we  issued an  aggregate  of
10,716,327 shares of common stock to an affiliate who held the note described in
Note 3 for cash aggregating  $480,000.  In addition, we issued 12,737,995 shares
of common stock to this affiliate related to

<PAGE>

the  conversion of $333,738 in debt.  The discount on these shares of $2,222,757
had been charged to  operations  during the period.  In addition,  the affiliate
forgave the balance of $1,000,000  due on the note payable  described in Note 3,
which has been recorded as a contribution to capital.

During the three  months ended March 31, 2004,  we issued  33,464,230  shares of
common stock to Advanced Optics  Electronics for $900,000 in cash.  These shares
were sold at a discount from the trading price of our common stock.

During the three and six month period ended June 30, 2004,  we issued  2,080,002
and  6,417,785   shares  of  common  stock  to  Pierpoint   Investissements   SA
("Pierpoint")  and its  designees for $110,250 and  $305,450,  respectively,  in
cash.  These shares were sold at a discount from the trading price of our common
stock.  Under our agreement with  Pierpoint,  Pierpoint is entitled to 5,000,000
warrants to purchase  our common  stock with a strike  price fixed at the 30-day
average immediately prior to the exercise of the warrants less a discount of 50%
with a two-year  expiry date from issue.  As of June 30,  2004,  the warrants to
Pierpoint had been earned but not issued.

During the three and six month periods ended June 30, 2004, former board members
exercised  1,000,000 and 1,769,231 options and received  1,000,000 and 1,769,231
common shares for cash of $6,000 and $44,462, respectively.

During the three  months  ended June 30, 2004,  we issued  10,000  shares of our
common  stock in exchange for  services  valued at $2,000.  This amount has been
charged to operations during the period.

During the three months ended June 30, 2004, we issued  3,148,016  shares of our
common stock to our President to satisfy  deferred salary of $48,907 recorded by
us in prior periods.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The following  discussion  contains  forward-looking  statements,  such as those
pertaining to our scientific research, therapies, plan of operations, marketing,
future earnings,  capital  requirements and resources and results of operations,
and should be read in  conjunction  with our  financial  statements  and related
notes  contained  elsewhere in this report.  Words or phrases such as "believe,"
"expect," "may," "should,"  "anticipate,"  "plan," "project,"  "intend," "goal,"
"forecast," "continue," "expect," "hope" or similar expressions,  or discussions
of  strategy,  plans or  intentions,  are  intended to identify  forward-looking
statements. Forward-looking statements involve numerous risks and uncertainties,
and you should not rely on them as  predictions  of actual  events.  There is no
assurance  the  events  or  circumstances   reflected  in  the   forward-looking
statements will occur.

Our actual  financial  condition,  results of  operations  or business  may vary
materially  from those  contemplated  by these  forward-looking  statements  and
involve  substantial risks and  uncertainties,  including but not limited to the
risks described below:

     o    We are a  development  stage  company  with no history of  significant
          revenues.   We  have  incurred  substantial   operating  losses  since
          inception. Our ability to support

<PAGE>

          our future  operations will depend on our ability to generate positive
          earnings and cash flows, which cannot be assured.

     o    We are dependent on outside investments to fund our operations.  There
          is no assurance we can obtain any additional investments when required
          or that the terms of such investments will be favorable to us. We have
          had to  raise  funds by  selling  restricted  stock  at a  substantial
          discount  from the  market  price,  which is  dilutive  to our  public
          shareholders.

     o    Our  management  does not have  significant  accounting  or  financial
          reporting   experience   or  expertise  in   accounting  or  financial
          reporting.   We  have  outsourced  our  accounting   functions  to  an
          independent contractor.

     o    We are a "penny stock" company.  Our common stock is not listed on any
          exchange or quotation system, other than the pink sheets. Our stock is
          thinly  traded.  There can be no assurance of an active market for our
          stock.  The  market  price  for our  stock is  volatile  and  could be
          abnormally  affected by significant  buying or selling  activity.  Our
          shares are a high risk, speculative investment.

     o    Although  we  believe  our  disclosure  controls  and  procedures  and
          internal  controls  are  effective,  we  cannot  assure  you  that our
          procedures for monitoring  those controls and procedures are adequate.
          Because of the small size of our staff,  our controls  and  procedures
          are more informal than would be required for a larger company.

     o    Some of our therapies involve  "off-label"  prescriptions for existing
          drugs  that  are  already  on  the  market.  We  have  also  developed
          proprietary  formulas  on which we've  applied for patent  protection.
          Although  we  have  obtained   promising  results  with  some  of  our
          therapies,  there can be no  assurance  all of our  therapies  will be
          effective. To the extent our therapies involve off-label uses of drugs
          already  on the  market,  we may not  derive  any  revenue  from those
          therapies.

     o    Our  therapies  have not yet  achieved  widespread  acceptance  in the
          medical community.

     o    The patient  outcomes we believe can be achieved by our  therapies may
          not be achievable on a widespread basis.

     o    We have  not  yet  determined  how to  effectively  commercialize  our
          research  or  therapies.  There may be no  significant  market for our
          research or therapies.

     o    The science of genomics is new and untested. We cannot assure that any
          discoveries  we make in this field will be beneficial or  commercially
          viable.

     o    There can be no  assurance  government  agencies,  such as Medicare or
          Medicaid,  or  insurance  companies or other  third-party  payors will
          provide  reimbursement  for any therapies we may develop,  which could
          substantially reduce the commercial viability of those therapies.

<PAGE>

     o    We may not obtain patents or licenses for our discoveries, which could
          substantially reduce their market potential.  Any patents we do obtain
          may not be sufficiently broad to exclude competitors.

     o    We  cannot   assure  you  that  any  therapies  we  develop  would  be
          proprietary or would not infringe the intellectual  property rights of
          third parties.

     o    Our business may be adversely affected by regulatory costs which would
          negatively affect our business and potential profitability.

     o    We believe our method of gene  identification  is a  relatively  novel
          gene identification  method.  Because of this, the medical profession,
          government,  insurance  companies,  prospective  strategic partners or
          others may not accept it as an acceptable gene identification  method,
          which would negatively affect our operations and potential revenues.

     o    Our competitors may develop  genomics  procedures and therapies before
          we do. Those procedures and therapies may be more effective or achieve
          greater  clinical  acceptance than ours. Most of our competitors  have
          superior  financial  and  technical  resources  and may have  superior
          technologies. Our ability to compete will depend on our development of
          safe and effective procedures and therapies and our ability to develop
          and exploit  markets for those  procedures and  therapies.  Due to our
          small size and lack of  capital,  we may not be able to  commercialize
          any of our therapies  before other  companies with superior  resources
          are able to  commercialize  theirs.  We may not be able to  adequately
          compete against any such companies.

     o    We may be subject to medical or product  liability  claims  that could
          adversely  affect  our  potential   profitability   and  may  lead  to
          substantial losses.

     o    Because  we  will  lack  control  over  the   outsourcing   of  sample
          collection,  genotyping and data analysis,  our quality control may be
          negatively affected.

     o    If we  fail to  recruit  sufficient  test  patients  for our  clinical
          trials, our development of potential  products will be delayed,  which
          would negatively affect our potential revenues.

     o    Our business plan is dependent upon forming  strategic  alliances with
          others. If we fail to create such alliances, or if the alliances we do
          create are not successful, we may never generate significant revenues.
          If we fail to conduct  adequate due diligence  regarding our strategic
          alliances,  we could be subject  to  increased  costs and  operational
          difficulties.

     o    Almost  all  of  our  management  decisions  are  made  by  Dr.  David
          Moskowitz,  who  serves as our  President,  Chief  Executive  Officer,
          Chairman  of the  Board  and  Chief  Medical  Officer.  If we lose his
          services, we may not be able to remain in business.

<PAGE>

     o    We have only two  directors  on our  Board.  Our Board does not have a
          majority  of   independent   directors   or  an   independent   audit,
          compensation or nominating committee.  None of our Board members is an
          "audit committee financial expert," as defined in SEC rules.

     o    We have a  substantial  amount of options  outstanding.  The  exercise
          price  for most of these  options  is below the  market  price for our
          stock on the date the  options  were  granted.  The  exercise of these
          options   would   result  in   substantial   dilution  to  our  public
          shareholders.

RESULTS OF OPERATIONS

Because we earned only minimal revenue from operations  during the three and six
month  periods  ended June 30,  2004 and 2003,  this  report does not contain an
analysis of our  operating  results or a comparison of those results from period
to period.

We recorded net income of $52,739 in the three  months  ended June 30, 2004,  as
compared to a net loss of $667,560 for the three months ended June 30, 2003. The
net income amount resulted from a selling,  general and administrative credit of
$300,000 for the quarter  attributable  to variable rate options  granted to our
President.  Fluctuations  in the  market  price of our stock  result in  expense
related to those  options  when the market price of our stock  increases,  and a
credit  related to those  options  when the market  price  decreases.  Recurring
selling, general and administrative expenses during the quarter were $247,261.

RECENT DEVELOPMENTS

In May 2004,  we began to test a possible  antidote  against the  viruses  often
mentioned as weapons of bioterrorism.  These include SARS, bird flu, Hantavirus,
respiratory syncytial virus (RSV), monkeypox,  Ebola virus, West Nile virus, St.
Louis  encephalitis,   Eastern  Equine  encephalitis  virus,  smallpox,  Dengue,
Crimean-Congo  Hemorrhagic Fever, and polio. We do not know whether the antidote
will be effective against any of these diseases.

In June  2004,  we sent  22,000  SNPs to Genome  Quebec  to begin a  large-scale
genotyping  project to find genes which we believe may cause common cancers.  We
hope to find  genes  which  could be used as an early  warning  system to enable
early,  cost-effective screening of patients at high risk of cancer. The cost of
this project to us will be approximately  $1,000,000.  We do not know whether we
will be able to  isolate  any  such  genes or  whether  any  effective  tests or
beneficial therapies can be developed as a result.

In July 2004,  we signed a five-year  lease for 1,903  square feet of new office
space in St.  Louis,  Missouri  at an initial  annual  rental  rate of  $26,642,
escalating  to $32,351 in year five. We are having the lab space on the premises
renovated so we can perform sample processing in-house.

During  the second  quarter of 2004,  we amended  our  February  5, 2004  letter
agreement with Pierpoint Investissements SA, a British Virgin Islands investment
company. The amended agreement provides as follows:

<PAGE>

Pierpoint is  interested  in purchasing a minimum of $500,000 up to a maximum of
$2 million in restricted  common stock each year for a period of 10 years at the
30 trading day average market price for our stock  (mid-price of bid and asked),
less a discount  of 25%,  for the right to receive a total of 40 million  common
stock  purchase  warrants with a strike price equal to the 30 trading day market
average price, less a discount of 40%.

1. For the first year only,  Pierpoint will purchase $225,000 in common stock at
a price of $.045 per share and an additional  $275,000 in common stock at the 30
trading  day market  average  price,  less a discount  of 25%,  by no later than
February 18, 2005.  Completion of those  purchases will entitle  Pierpoint to be
eligible for 5 million  warrants with a strike price equal to the 30 trading day
market average price, with a discount of 40%.

2.  Pierpoint  would require that the 5 million  warrants be issued  against the
first  $225,000  investment  and would be exercisable at a strike price equal to
the 30 trading day market average, less a discount of 50%. The warrants would be
exercisable  during a two-year term. These 5 million warrants will count against
the 40 million warrants referred to above.

3. Upon our receipt of the first $225,000 investment, Mr. Nikolas Piers Gilding,
a director of Pierpoint,  will be eligible to purchase  $250,000 in common stock
at the price of $.045 per share,  and would  receive  5,555,556  warrants with a
strike price equal to the 30 trading day market average  price,  less a discount
of 50%,  exercisable for a two-year  period.  Mr. Gilding will have the right to
purchase the $250,000 in shares within 30 working days after  Pierpoint's  first
$225,000 transaction has been completed.

4. Mr.  Gilding's  shares and  warrants  will not count  against  the 40 million
warrants issuable to Pierpoint.

5. Mr.  Gilding would grant  GenoMed's  management a proxy to vote the 5,555,556
shares issuable under his warrants for a period of 12 months after expiration of
the one-year holding period under SEC Rule 144.

6. For the remaining nine-year term of the letter agreement,  Pierpoint would be
required to purchase a minimum of $500,000 in restricted common shares each year
at a price equal to the 30 trading day market average price,  less a discount of
25% in order to be entitled to exercise the remaining 35 million warrants.

7. The 35 million  warrants would expire after 10 years.  If Pierpoint  fails to
invest a minimum of $500,000 in any year during the 10-year  period,  all rights
in any warrants which had not been exercised prior to that time would lapse.

8. Unlike the first 5 million warrants or Mr. Gilding's warrants,  the remaining
35 million warrants could only be exercised if the 30 trading day market average
price for  GenoMed's  stock was at or above  $1.00 per share.  Of the 35 million
warrants,  only 7 million could be exercised in any 12-month period beginning on
February 19 and ending the following February 18.

<PAGE>

9.  Pierpoint  will be able to  exercise  all 35  million  warrants  during  the
12-month  period  after  GenoMed's  stock  has  traded  at  $1.00 or more for 30
consecutive trading days.

     (i) If Pierpoint  exercises at least 20 million of the 35 million  warrants
     during the 12-month period,  the exercised  warrants would be replaced with
     40 million new warrants with a term of 10 years.  The new warrants could be
     exercised at a maximum rate of 8 million  warrants per year over five years
     at an exercise  price  equal to 50% of the 30 trading  day  average  market
     price.

     (ii) If  Pierpoint  exercises  all 35  million  warrants  within  the  same
     12-month  period,  those  warrants  would be  replaced  with 80 million new
     warrants  with a ten-year  term.  Those  warrants  could be  exercised at a
     maximum rate of 16 million warrants per year over five years at an exercise
     price equal to 50% of the 30 trading day average market price.

10. If Pierpoint makes its $500,000 minimum annual investment, then all warrants
would remain  fully active for 10 years,  but  Pierpoint  must begin  exercising
warrants at least five years prior to the expiration date or some of Pierpoint's
warrants will expire without being exercisable.

Pierpoint  has agreed not to sell more than 10% of our shares in any month,  and
agreed it would bind its transferees to that restriction.

The letter agreement does not grant Pierpoint any guaranteed  representation  on
our Board.

Pierpoint has agreed that none of the shares subject to the letter agreement may
be pledged as collateral for indebtedness.

Pierpoint  has  granted  us a 45-day  right of first  refusal  to  purchase  any
warrants  or shares  covered by the letter  agreement  and  offered  for sale by
Pierpoint or its co-investors.

Pierpoint  has the right to pay for and  register  shares  through  designees or
member brokers of its choice.

Shares issued to Pierpoint  will not be registered  under the  Securities Act of
1933 and will be restricted  against transfer in accordance with Rule 144 of the
SEC.  Any such  shares may be  eligible  for public  sale under Rule 144 after a
holding  period of one year,  assuming all other  conditions  under Rule 144 are
met.

PLAN OF OPERATIONS

We are a development stage company.  We have had minimal revenue from operations
and  have  incurred  substantial  operating  losses  since  inception.  We  have
concentrated  most of our efforts on  attempting  to  demonstrate  the  clinical
potential of our scientific  research and in identifying  potential  markets for
our  genomic  testing  and  therapies.  We have  not  yet  identified  a  viable

<PAGE>

commercial market for our work and cannot assure you that any work we do will be
commercially viable.

Our plan of operations for the next 12 months includes the following activities:

     o    continued genotyping of collected samples

     o    applying for patents for scientific discoveries

     o    identifying potential treatments for selected diseases

     o    conducting clinical trials

     o    identifying  potential  markets  for  commercial  exploitation  of our
          discoveries


We intend to focus our plan of operations  over the next twelve months on common
cancers such as lung, prostate, colon, breast and pancreas. We intend to conduct
screening  genotyping,  followed by validation  genotyping,  in hopes of finding
SNPs that could lead to early warning of these diseases and enable us to develop
possible  therapies.  We plan to  collaborate  with a genetics  statistician  to
perform these analyses at no expense to the Company.

We have begun the process of direct  employer  marketing  with some  preliminary
interest  from employer  groups and will continue to pursue that venue.  We have
begun  marketing  at industry  trade shows to make our name known in the medical
community.  We also continue to market directly to providers  believing they are
the link to the  patient.  We  cannot  predict  whether  these  efforts  will be
successful,  or whether we will have sufficient  financial or human resources to
conduct an effective marketing program.

Although  we have  conducted  limited  West  Nile  virus  trials,  we  intend on
concentrating on our prescription  protocols for delaying chronic renal failure.
We have a patent pending on the latter  formula,  which we hope will be a future
source of revenue for us.

LIQUIDITY AND CAPITAL RESOURCES

We anticipate the following expenses will be incurred over the next 12 months:

         TYPE                                        ESTIMATED AMOUNT

Salaries *                                                      500,789

Operating expenses **                                           150,000

Genotyping                                                    1,000,000

Sample Collection                                                50,000

Marketing                                                        50,000

Total                                                         1,755,789

<PAGE>

*Includes six staff members, three of whom were added in the second quarter

**Operating  Expenses  include  office  rent,  utilities,  insurance,  legal and
accounting expenses, also general lab supplies

Our  cash  on  hand at  June  30,  2004  was  approximately  $1.38  million,  or
approximately  $400,000  less  than the  amount of cash  expenditures  projected
above,  barring  unforeseen  expenses.  We have generated almost no revenues and
have  accumulated a net loss of $9,019,152  since  inception.  Almost all of our
cash on hand  was  derived  from  third-party  investments.  We hope to fund the
remaining $400,000 in expenses from third-party investments,  although there can
be no  assurance we will obtain  sufficient  funds for that  purpose.  We cannot
predict  when  our  revenues  will  be  sufficient  to  sustain  operations.  We
anticipate being completely  dependent on equity  investments to fund operations
for the foreseeable  future.  If we cannot obtain sufficient funds to meet these
obligations,  or if we incur greater  expenses than  anticipated,  we may not be
able to remain in business.  If we are not able to generate  sufficient funds to
support  operations  or meet our  obligations,  we may be  required  to file for
reorganization  or liquidation  under the Bankruptcy  Code, or our creditors may
file an involuntary bankruptcy proceeding against us.

If any of these foregoing events occur, you could lose your entire investment in
our shares.

Item 3. CONTROLS AND PROCEDURES

As of June 30, 2004, the end of the period covered by this report, an evaluation
was  performed  under  the  supervision  and  with  the   participation  of  our
management,  including our Chief Executive Officer and Chief Financial  Officer,
of the effectiveness of the design and operation of our disclosure  controls and
procedures.  Based on that  evaluation,  our  management,  including  our  Chief
Executive  Officer and Chief  Financial  Officer,  concluded that our disclosure
controls and procedures were effective as of that date.

There were no changes in our internal  control over financial  reporting  during
the quarter ended June 30, 2004 that have materially  affected or are reasonably
likely to materially affect our internal control over financial reporting.

Our Chief Executive  Officer and Chief Financial  Officer do not have accounting
or finance  backgrounds or formal  training in accounting,  finance or financial
reporting.  We  can  give  no  assurance  that  our  procedures  for  monitoring
disclosure  controls and procedures or internal control over financial reporting
are adequate.

                                     PART II
                                OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Not applicable.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES

During the quarter  ended June 30,  2004,  we issued an  aggregate  of 2,450,002
shares  of common  stock to  Pierpoint  Investissements  SA and  certain  of its
designees for an aggregate of $110,250

<PAGE>

in cash.  These  sales  were  made in  private  placements  in  reliance  on the
exemption  contained in Section 4(2) of the  Securities  Act of 1933.  Pierpoint
represented to us that these  investors  were  accredited  investors.  We placed
restrictive legends on all certificates issued.

Item 3. DEFAULT UPON SENIOR SECURITIES

Not applicable.

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

Not applicable

Item 5. OTHER INFORMATION

Not applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits required by Item 601 of Regulation S-B

EXHIBIT
NUMBER                        DESCRIPTION

2         In re: e-Miracle Network, Inc. - Amended Plan or reorganization (1)
3.1       Articles of Incorporation - E-Kids Network, Inc. (1)
3.2       Articles  of  Amendment  of the  Articles of  Incorporation  of E-Kids
          Network, Inc. (1)
3.3       Amended and Restated By Laws of GenoMed, Inc. (1)
10.1      Agreement  and Plan of  Exchange  by and  Between  GenoMed,  Inc.  and
          Genomic Medicine, LLC and its sole owner (1)
10.2      Amendment to the Agreement and Plan of Exchange (1)
10.3      Agreement with Research Capital, LLC (1)
10.4      Amendment to Agreement with Research Capital, LLC (1)
10.5      Agreement with DNAPrint Genomics, Inc. (1)
10.6      Agreement with Muna, Inc. (1)
10.7      Agreement with Sequence Sciences, LLC (1)
10.8      Agreement with Better Health Technologies, Inc. (1)
10.9      Employment Agreement with Jerry E. White (1)
10.10     Employment Agreement with David Moskowitz (1)
10.11     Option Agreement with David Moskowitz (1)
10.12     Scientific Advisory Board Agreement with Jason Moore (1)
10.13     Scientific Advisory Board Agreement with Scott Williams (1)
10.14     Scientific Advisory Board Agreement with Tony Frudakis (1)
10.15     Resignation of Jerry E. White (3)
10.16     Settlement Agreement with Jerry E. White (3)
10.17     Convertible  Promissory  Note dated April 9, 2003  payable to Research
          Capital, LLC (4)
10.18     Scientific Advisory Board Agreement with Frank Johnson (4)
10.19     Scientific Advisory Board Agreement with Sergio Danilov (4)

<PAGE>

10.20     Scientific Advisory Board Agreement with Geoffrey Boner (4)
10.21     Stock Option Agreement with Peter C. Brooks (4)
10.22     Stock Option Agreement with David W. Moskowitz (4)
10.23     Stock Option Award Letter to Jason Moore (4)
10.24     Stock Option Award Letter to Scott Williams (4)
10.25     Stock Option Award Letter to Tony Frudakis (4)
10.26     Stock Option Agreement with Richard A. Kranitz (4)
10.27     Agreement with Advanced Optics Electronics (5)
10.28     Agreement with Pierpoint Investments (5)
10.29     Agreement with E & E Communications (5)
21        List of subsidiaries (1)
23        Consent  of  Stark  Winter  Schenkein  & Co.,  LLP,  Certified  Public
          Accountants (2)
31.1      Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002
31.2      Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002
32        Certifications  furnished  pursuant  to 18  U.S.C.  Section  1350,  as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(1)  Previously  filed on April 4, 2002,  as exhibit to Form 10-SB  Registration
     Statement, hereby incorporated by reference

(2)  Previously  filed on July 19, 2001,  as exhibit to Form 10-SB  Registration
     Statement, hereby incorporated by reference

(3)  Previously filed on October 31, 2002, as exhibit to Form 10-SB Registration
     Statement, hereby incorporated by reference

(4)  Previously filed on May 6, 2003 as an exhibit to Form 10-KSB Annual Report

(5)  Previously  filed on April 22,  2004 as an  exhibit to Form  10-KSB  Annual
     Report

REPORTS ON FORM 8-K

On July 22, 2004, we filed Form 8-Ks  announcing  the  termination  of our prior
auditor and the engagement of our current auditor.  We filed amendments to those
8-Ks on July 27, 2004.

<PAGE>


                                    SIGNATURE

Pursuant to the  requirements  of the Exchange Act, the  registrant  caused this
report to be signed on its behalf by the undersigned,  thereunto duly authorized
officers.

         GenoMed, Inc.


By:      /s/ Dr. David Moskowitz
         -----------------------------
         Dr. David Moskowitz
         President/Chief Executive Officer/Chairman of the Board

DATED:  September 22, 2004