`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 2003

                                                Commission file number 333-67232

                                  GenoMed, Inc.
             (Exact name of registrant as specified in its charter)

                 Florida                                   43-1916702
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

             909 South Taylor Avenue, St. Louis, Missouri   63110
               (Address of principal executive offices)   (Zip Code)

                    Issuer's telephone number (314) 977-0115

         Securities registered under Section 12(b) of the Exchange Act:
 Title of each class                  Name of each exchange on which registered

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

         Securities registered under Section 12(g) of the Exchange Act:
                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 herein, and will not 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. |_|

The issuer's revenues for its most recent fiscal year were $6,410.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $35,043,318 as determined by the closing price of
$0.20 on March 18, 2004.
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

As of December 31, 2003, there were 125,691,027 shares of our common stock
issues and outstanding. As of March 18, 2004, there were 187,716,591 shares of
our common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
We have incorporated by reference, our Form 10 Registration Statement and all
amendments thereto.

Transitional Small Business Disclosure Format (Check one): Yes [ ]   No [X]



                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2003


                                     PART I

Item 1.     Description of Business ...................................... 3
Item 2.     Description of Property.......................................17
Item 3.     Legal Proceedings.............................................17
Item 4      Submission of Matters to a Vote of Security Holders...........17

                                     PART II

Item 5.     Market for Common Equity and Related Stockholder Matters......18
Item 6.     Management's Discussion and Analysis or Plan of Operation.....24
Item 7.     Financial Statements......................................F-1 - F-16
Item 8.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure...........................32
Item 8A.    Controls and Procedures.......................................32

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control
            Persons; Compliance With Section 16(a) of the Exchange Act....32
Item 10.    Executive Compensation........................................35
Item 11.    Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters....................38
Item 12.    Certain Relationships and Related Transactions................39
Item 13.    Exhibits and Reports on Form 8-K..............................39
Item 14.    Principal Accountant Fees and Services .......................41

                                      -2-



Forward-Looking Statements
The words or phrases "would be," "will allow," "intends to," "will likely
result," "are expected to," "will continue," "is anticipated," "estimate,"
"project," or similar expressions are intended to identify "forward-looking
statements." Actual results could differ materially from those projected in the
forward looking statements as a result of a number of risks and uncertainties.
Statements made herein are as of the date of the filing of this Form 10-KSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake and we specifically disclaim any obligation to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.


                                     PART I

Item 1. Description of Business
General
                             ORGANIZATIONAL HISTORY

On January 3, 2001, we were formed in the State of Florida under the name e-Kids
Network, Inc. to engage in the e-commerce business of selling toys, games,
merchandise, and educational products. We were formed along with 12 other
commonly owned companies in accordance with the March 6, 2001 Bankruptcy Court
approved Amended Plan of Reorganization of e-Miracle Network, Inc., United
States Bankruptcy Court, Southern District of Florida, Miami Division on March
6, 2001 (Case No. 00-18144-BKC-AJC So. Dist. Fla.) in which the debtors and
shareholders of e-Miracle Network, Inc. were issued shares of our common stock
and the other 12 commonly owned companies. On October 3, 2001, we changed our
name to GenoMed, Inc. We are a development stage company.

On November 9, 2001, we executed an Agreement and Plan of Share Exchange with
Genomic Medicine, LLC, a Delaware Limited Liability Company formed on February
9, 2001, and its sole owner, whereby we acquired 100% of all of the issued and
outstanding shares of Genomic Medicine, LLC, a Medical Genomics development
stage company with no revenue or revenue generating operations. Under the terms
of this agreement, we are required to make a $1,000,000 investment in Genomic
Medicine, LLC during the initial 12 months from the date of the agreement in
return for our immediate issuance of 12,500,000 shares of our common stock to
Genomic Medicine's sole principal, Dr. David Moskowitz, which we issued on
November 9, 2001. In addition, we agreed to issue an additional 37,500,000
shares of our common stock to Dr. Moskowitz. Genomic Medicine, LLC's officers
and directors then became our officers and directors, and Genomic Medicine, LLC
became our wholly owned subsidiary. In November 2001, in conjunction with our
acquisition of Genomic Medicine, LLC, our new and current Board of Directors
decided to cease doing business in the e-commerce area of selling toys, games,
merchandise, and educational products. We made this decision due to the
declining nature of the e-commerce business and because we adopted Genomic
Medicine's business of medical genomics, which we believed held greater business
potential than e-commerce.

We have not been involved in any material reclassification, merger,
consolidation or sale of a significant amount of assets; however, we did acquire
all of the business interests of Genomic Medicine, LLC as described above. On
September 28, 2001, we affected a 50-for-1 forward stock split. Prior to this
forward split, we had 12,076,200 shares outstanding; immediately following this
forward split we had 603,810,000 shares outstanding, 500,000,000 shares of which
were returned to our treasury on November 8, 2001 by our former
President/Chairman of the Board, David Siddons.

                                      -3-



As of December 31, 2003, we had 125,691,027 shares outstanding. As of December
31, 2003, we had 48,234,831 options outstanding. As of March 18, 2004, we had
187,716,591 shares outstanding.

                             HOW YOU MAY CONTACT US

We are located at 909 South Taylor Avenue, St. Louis, Missouri 63110. Our
telephone number is (314) 977-0115.


BUSINESS OVERVIEW
Medical Genomics is the study of how genes function in the cause, progression
and treatment of disease. We are a Medical Genomics company that intends to
translate knowledge of disease genes into the development of new treatments,
better use of existing therapies and creation of more accurate gene-based tests
for known diseases. To date, we have no treatment products and we have generated
revenues of only $6,410. We intend to identify as many disease genes as possible
which contribute to specific diseases, with a concentration on common cancers.
These disease associated genes can then serve as targets for new drug
development, enabling the creation of new medicines for treating human diseases
and also as an early warning system to diagnose disease in patients before any
symptoms occur. Accordingly, we plan to develop a comprehensive database of
disease-causing genes so that we can predict with reasonable confidence what
diseases a person may experience during his or her lifetime and whether a
particular drug is likely to aid treatment.

OUR RESEARCH AND DEVELOPMENT APPROACH
The human genome, which contains all the genetic instructions for each human
being, is vast since it contains over 3 billion letters and more than 30,000
genes. Our research and development focuses upon recording and cataloguing
variations in the letters between two groups: (a) "cases," which refer to the
group of specific patients that have a disease; and (b) "controls," which refer
to the group of people without the disease. These variations involve changes in
a single letter or base, known as a nucleotide and so are called "single
nucleotide polymorphisms," otherwise known as SNPs. SNPs that appear at a much
higher frequency among patients with a particular disease than among people of
the same ethnic group without that disease is defined as disease-associated
SNPs. How significant the association is between a disease-associated SNP and
the disease can be measured statistically. We use SNPs which we believe have a
high likelihood of being the cause or the functional part of the disease which
we refer to as regulatory SNPs. This approach assumes that SNPs in the
regulatory regions of each gene control how much protein is eventually produced
from that gene. As a result, we believe that these are the best SNPs to analyze
and include in our database. The higher the statistical correlation between a
particular SNP and a given disease, the more important is the gene containing
that SNP for causing the disease. Genes with the highest statistical correlation
with the disease make excellent drug targets for treating and/or delaying the
onset of a particular disease.

During 2003 we targeted the discovery of disease genes associated with Type 2
Diabetes and Colon Cancer, but lacked the funding to do so. During 2004, our
next phase of operations, we have decided to focus solely on identifying genes
for common cancers, since we believe we can already prevent type 2 diabetes
itself and its complications. Cancer-causing genes affect a large population
base with ample opportunities for disease-gene related products and services.
The first samples to be collected will involve such common cancers as lung,
prostate, colon, breast and pancreas.

                                      -4-



STRATEGY
Long-term goal - Our overriding/long term goal is to translate, as rapidly and
as safely as possible, the knowledge of disease genes into better patient
outcomes by constructing a comprehensive list of disease-causing genes.

Mid-term goal - Our mid-term goal over the next five years is to construct a
comprehensive database of disease-causing genes using our proprietary technology
and processes so that physicians can predict with reasonable confidence what
diseases a person may experience during their lifetime. This goal will require
us to:
     Establish strategic partners or alliances with pharmaceutical companies,
     health maintenance organizations, biotechnology companies and clinical
     diagnostic laboratories to complement our research and development efforts.

     Through these strategic partnerships, to develop licensing or royalty
     revenue from: (a) the use of new drugs for common diseases; (b) the use of
     existing drugs for new clinical indications; and (c) gene-based diagnostic
     tests.

OUR SAMPLING AND COLLECTION PROCESS
We intend to sample disease populations throughout the world. We will use the
data derived from our sampling to conduct comparative studies of disease-
predisposition genes across ethnic groups. Some genes will be found to be common
for a disease among all of the people of the world, while other genes will be
private to just one or two closely related ethnic groups. Practically, our
sampling and collection process will involve multiple sampling operations on
multiple continents. For instance, with respect to Caucasians, sampling would be
conducted in the United States and Russia. If we were to find replication of a
disease gene in the populations of both these countries that would be strong
evidence that the disease association is real for Caucasians. Similarly, the
same disease is sampled across multiple ethnicities such as African, Hispanic,
and Asian. A disease gene appearing in more than one ethnic group may be more
important in causing the disease than a gene which appears in only one ethnic
group.

GENOTYPING
We will accomplish our analysis of individual SNPS, as previously defined under
"Our Research and Development Approach", through ultra-high throughput (UHT)
machines. Genotyping consists of two phases: screening, wherein a relatively
small number of cases and controls are genotyped at a large number of SNPs, and
validation, wherein a considerably larger number of cases and controls are
genotyped at a small number of SNPs. The Orchid UHT machine we purchased and
installed at DNAprint Genomics, for example, will accomplish validation
genotyping.

DATA ANALYSIS
Our approach requires analysis of voluminous amounts of data which must be
analyzed on an ongoing basis by powerful computers. At the present time we do
not have computers that are powerful enough to analyze such voluminous amounts
of data; however, we do have three laptop computers and one desktop computer
that are capable of conducting an initial analysis which consists of examining
one SNP at a time to determine the chances of having a particular disease based
on an individual having a particular SNP. We plan on conducting this initial
analysis and using the results to file provisional patent applications. We will
furnish the data from our initial analysis to a computer company that has
sufficiently powerful computers to analyze more than one SNP at a time and
complete the analysis. We will investigate possible agreements with such
computer companies as Sandia National Laboratories Corporation located in
Albuquerque, New Mexico which charges an hourly rental usage fee. Currently, we
have no verbal or written agreement with Sandia National Laboratories
Corporation or any other computer company.

                                      -5-



OUR REVENUE MODEL
To date we have earned only $6,410 of revenues. Our revenue model will be based
upon licensing and/or collecting royalties from:
     o    Discovery of new drugs for common diseases;
     o    Use of existing drugs for new clinical indications; and
     o    Gene-based diagnostic tests.

Our licensing fees will be derived from our agreements with individual patients
and their physicians. We will attempt to derive licensing fees also from
pharmaceutical companies, large domestic and foreign health care systems,
disease management companies, and pharmacy benefit management companies.

Currently, a patient can subscribe to our Clinical Outcomes Improvement
Program(tm) for $67 a month. We have twelve such agreements.

MARKETING
As a Next Generation Disease Management(tm) company, we have begun marketing our
treatments to our patients directly. If and when we discover additional disease
associated genes, we intend to market them to pharmaceutical companies, other
biotechnology companies, and diagnostic laboratories. Our marketing program will
be implemented and directed by our Chairman of the Board/Chief Executive
Officer, Dr. Moskowitz, who will directly contact licensing and development
officers of these type companies. In addition, we intend to enter into
agreements with outside marketing consultants who will actively market our
products to such companies. Outside consultants will be compensated on a
commission basis, the specifics of which have not been determined.

COMPETITION
The gene identification research and development field is extremely competitive
and is characterized by rapid technological change. Our competitors have
substantially greater financial, scientific, and human resources, and as a
result greater research and product development capabilities. In addition, our
competitors have greater experience in marketing gene-related products. These
competitive advantages provide our competitors with greater potential to develop
revenue streams deriving from:
     o    Identification of genes;
     o    Establishing uses for genes;
     o    Patenting genes;
     o    Product development; and
     o    Commercialization of products.

Our competitors are located in the United States as well as around the world and
include:
     o    Diagnostic companies;
     o    Health Care companies;
     o    Biotechnology companies;
     o    Pharmaceutical companies;
     o    University or university-sponsored research organizations; and
     o    Government-sponsored research organizations.

Examples of our competition include:
     o    Applera Corporation which uses high-speed gene sequencers to
          discover genes, and the TaqMan Assay to score genotypes.

     o    United States, British, French, German and Japanese
          government-financed and sponsored institutes, universities, and
          not-for-profit entities that conduct research to identify genes.

     o    Research pharmaceutical companies such as Novartis, Merck and Glaxo
          Smith Kline, which generally employ "marker" polymorphisms intended
          to lie physically close to the disease-causing genes, in comparison
          to our molecular epidemiology approach employing polymorphisms which
          may be functional, rather than merely markers.

     o    Biotechnology companies such as Genome Therapeutics, Inc. and
          Millennium Pharmaceuticals.

                                      -6-



We will attempt to overcome the competitive advantages of our competitors by
attempting to accomplish the following:
     o    Attempt to capitalize on our core findings by identifying a class of
          SNPs that appear to cause most common diseases;

     o    Using comparatively inexpensive genotyping in which we can type a DNA
          sample at a single SNP for less cost than some of our competitors;

     o    Using strategic partnerships with biotechnology companies,
          pharmaceutical companies, large domestic and foreign health care
          organizations, disease management companies, and pharmacy benefit
          management companies in our attempt to create revenue streams that
          will be used for further research into disease-predisposition genes;
          and

     o    Hiring consultants in the area of typing genetic samples, collecting
          patient samples, and computer technical assistance to save costs
          compared with our having to hire in-house personnel for the same
          purposes.

GOVERNMENT REGULATION
We will attempt to partner with pharmaceutical or other companies to develop
biologics or drugs that will treat common diseases. Any drug products that we or
our strategic partners develop, prior to marketing in the United States, will
require an extensive regulatory approval process by the Federal Drug
Administration regarding the testing, manufacturing, distribution, safety,
efficacy, labeling, storage, record keeping, advertising and other promotional
practices of biologics or new drugs. Federal Drug Administration approval or
other clearances must be obtained before clinical testing, manufacturing and
marketing of biologics and drugs.

The regulatory process includes extensive pre-clinical testing and clinical
trials of each applied for product which may take up to several years to
complete. Generally, in order to gain Federal Drug Administration pre-market
approval, a developer first must conduct laboratory studies and animal-model
studies to gain preliminary information on an agent's efficacy and to identify
any safety problems. The results of these studies are submitted as a part of an
investigational new drug application, which the Federal Drug Administration must
review before human trials of an investigational drug can start. The
investigational new drug application includes a detailed description of the
initial animal studies and human investigation to be undertaken.

For any investigational new drug applications, we or our strategic partner will
be required to select qualified investigators to supervise the administration of
the products, and ensure that the investigations are conducted and monitored in
accordance with Federal Drug Administration regulations and the general
investigational plan and protocols contained in the investigational new drug
application. These qualified investigators are usually physicians with medical
institutions. Human trials are normally done in three phases:
     o    Phase I trials are concerned primarily with the safety and preliminary
          activity of the drug and involve fewer than 100 subjects. This phase
          may take from six months to over a year to complete.

     o    Phase II exploratory trials normally involve a few hundred patients,
          but in some cases may involve fewer. Phase II trials are designed
          primarily to demonstrate effectiveness in treating or diagnosing the
          disease or condition for which the drug is intended, although short-
          term side effects and risks in people whose health is impaired may
          also be examined.

     o    Phase III confirmatory trials are expanded trials with larger numbers
          of patients which are intended to gather the additional information
          for proper dosage and labeling of the drug and demonstrate its overall
          safety and effectiveness.

All three phases generally take three to five years, but may take longer, to
complete.

                                      -7-



No government approval is required for the examination of human blood or DNA
samples. We will purchase human blood products and DNA samples from blood
collection companies. Because we will not be directly involved in the collection
or shipment of human blood products, we are not required to obtain a Federal
Drug Administration registration or license regarding such activities.

The companies from which we may purchase human blood products are responsible
for registering with the Federal Drug Administration's Center for Biologics,
Evaluation and Research for activities involving their collection of human
blood. Such companies must also obtain a license from the Federal Drug
Administration's Center for Biologics, Evaluation and Research if they ship
blood through interstate commerce. Based on our discussions with these
companies, we believe that these companies have obtained the necessary
registration and license to collect and deliver human blood.

PRODUCT LIABILITY
The design, development, and manufacture of drug products or diagnostic tests
resulting from our gene patents involve an inherent risk of product liability
claims and damage to our brand name reputation. Such claims may involve
allegations of product failure or harm caused by the drug product. We currently
do not maintain product liability insurance; however, we plan to obtain product
liability insurance in the future when we start to market our products and
services. Product liability claims may result in significant legal costs related
to our defense of such actions. In addition, should we become liable for any
product liability claims, the amount of damages may exceed our product liability
insurance coverage.

SOURCES AND AVAILABILITY OF RAW MATERIALS
We do not use raw materials in our business.

CUSTOMER DEPENDENCY
Our customers consist of men and women using the drugs that are developed
through our strategic relationships with pharmaceutical and other companies.
Although we do not plan on being dependent upon one single customer or just a
few customers, there are no assurances that we will not become dependent upon
a single or a few customers.

                                      -8-



INTELLECTUAL PROPERTY

            We have filed the following patent applications with the
                       U.S. Patent and Trademark Office:
--------------------------------------------------------------------------------
Patent Title                        U.S. Patent No.       Status and Remarks
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
A Method to Find Disease -          Application           May 1, 2001.
Associated SNPs and Genes           Number 60/287,376     Application and patent
                                                          pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
Finding Disease Associated SNPs     Application           June 4, 2001.
And Genes - How to Start            Number 60/295,095     Application and patent
                                                          pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
A Method to Delay the               Application           August 6, 2001.
Progressionof a Large Number        Number 60/310,064     Application and patent
of Common Diseases                                        pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
Method to Avoid Dialysis in         Application           August 8, 2001.
Oliguric Acute Renal Failure        Number 60/310,686     Application and patent
                                                          pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
A Method to Treat Pulmonary         Application           August 13, 2001.
Hypoplasia in the Newborn           Number 60/311,663     Application and patent
                                                          pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
Modifications of Serum Potassium    Application           November 13, 2001.
Concentration in Patients for       Number pending        Application and patent
whom ACE Inhibition is Indicated                          pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application fled on
Clinical Trials Illustrating New    Application           November 29, 2001.
Uses for a Hydrophoblic ACE         Number 60/347,013     Application and patent
Inhibitor                                                 pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
Promoter SNPs                       Application           November 30, 2001.
                                    Number 60/324,370     Application and patent
                                                          pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
New Formulation of an existing      Application           December 2, 2001.
ACE Inhibitor                       Number 60/350,563     Application and patent
                                                          pending.
--------------------------------------------------------------------------------
Provisional Patent Application:     US PTO                Application filed on
A Method to Put Off (Delay or       Application           December 31, 2001.
Prevent Altogether)Most Common      Number pending        Application and patent
Serious Diseases                                          pending.
--------------------------------------------------------------------------------

                                      -9-



Trademarks Awarded by the U.S. Patent and Trademark Office:

Next Generation Disease Management(tm): using medical genomics to manage
diseases better

Clinical Outcomes Improvement Network(tm): a network of physicians collaborating
with GenoMed to deliver Next Generation Disease Management(tm)

Clinical Outcomes Improvement Program(tm): a program whereby a patient, their
physician, and GenoMed collaborate to continuously try to improve the patient's
health

SNPnet(tm): a set of SNPs used to "fish" for disease-associated genes, derived
from comparative genomics

Disease GeneNet(tm): a set of SNPs derived from candidate genes for various
diseases used to "fish" for disease-associated genes

HealthChip(tm): a set of disease-associated SNPs used to diagnose disease in a
given patient

Our business and competitive position are dependent upon our ability to protect
our proprietary technologies, processes, databases and information systems.
Despite our efforts to protect our proprietary rights, unauthorized parties may
attempt to obtain and use information that we regard as proprietary. We will
rely on patent, trade secret and copyright law and nondisclosure and other
contractual arrangements to protect such proprietary information. We will file
patent applications for our proprietary methods and devices for novel patient
treatments, disease-predisposition genes, discovery of biological pathways and
drug screening for pharmaceutical product development.

There can be no assurance that others will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to our proprietary information that such information will not be
disclosed or that we can effectively protect our rights to unpatented trade
secrets or other proprietary information.

GOVERNMENT APPROVAL REQUIREMENTS
As described above, the nature of our business requires approval of patents with
the U.S. Patent and Trademark Office and the Federal Drug Administration. Apart
from these approvals, we are not aware of any government approval of our
potential future products that are required.

RESEARCH AND DEVELOPMENT
During 2001, we spent $333,264 on our research and development. During 2002 and
2003, we spent no funds on research and development.

COSTS ASSOCIATED WITH ENVIRONMENTAL COMPLIANCE
We currently have no costs associated with compliance with environmental
regulations. Because we are not involved in manufacturing the product that may
be developed as a result of our genomics research and development, we do not
anticipate any costs associated with environmental compliance. However, there
can be no assurance that we will not incur such costs in the future.

EMPLOYEES
We have no part-time employees. We have 1 full-time employee, our
President/Chief Executive Officer/Chief Financial Officer/Chief Accounting
Officer/Chairman of the Board/Chief Medical Officer, Dr. David Moskowitz, who is
responsible for directing our Board of Directors, overseeing all research and
development and marketing issues, and supervising all medically-related
activities. Additionally, Dr. David Moskowitz is responsible for our overall
administration and operation, including finance, marketing, and personnel.

                                      -10-



MATERIAL CONTRACTS
Agreement and Plan of Exchange by and between and Genomic Medicine, LLC and its
Sole Owner.
On November 26, 2001, we completed an agreement with Genomic Medicine, LLC
whereby we acquired 100% of the shares of Genomic Medicine, LLC and Genomic
Medicine became our wholly owned subsidiary. Terms of the acquisition include an
investment of $1,000,000 by us in Genomic Medicine during the initial 12 months
from the date of the agreement in return for our immediate issuance of
12,500,000 shares of our common stock to Genomic Medicine's sole principal,
David Moskowitz.

RESEARCH CAPITAL RELATED AGREEMENTS
From 2002 to present, we have completed the following agreements with Research
Capital, as detailed below in 1-4.

1. Consulting Agreement with Research Capital, LLC
On November 8, 2001, we completed a financial consulting agreement with Research
Capital, LLC located in Sarasota, Florida. The principal owner of Research
Capital is Carl Smith.

Under the consulting agreement, Research Capital was to provide various
consulting services to us for an initial period of one year, including the
following:
     o    Establishing a financial public relations campaign for us, which
          included advertising through financial magazines, Internet websites,
          and other forms of media that Research Capital deemed appropriate;

     o    Providing us with guidance regarding key business alliances;

     o    Assisting us in negotiating agreements with suppliers and service
          providers; and

     o    Assisting us in completing necessary documents to initiate a private
          placement of our securities in order to raise up to $5,000,000 of
          investment capital.

The consulting agreement also requires that Research Capital make monthly
payments to us totaling $1,000,000 for use as our working capital through June
2002 ($25,000 of which was paid to us in August 2001). In consideration for
continuing to provide us with consulting services and working capital, we agreed
to issue $20,000 worth of our restricted common stock to Research Capital each
month based upon an agreed upon formula.

2. Amended Consulting Agreement with Research Capital
On February 22, 2002, we amended our consulting agreement with Research Capital.
The amended agreement provided that we would issue a total of 4,000,000 shares
of our restricted common stock to Research Capital in lieu of any consideration
payable to them under the original consulting agreement. In February 2002, we
also agreed that Research Capital would only be required to provide us with
financial public relations services under the consulting agreement until April
2002. As a result, on or about April 15, 2002, Research Capital ceased providing
such services to us.

We did not issue any shares of our stock to Research Capital pursuant to the
original consulting agreement. On March 20, 2002, we issued 4,000,000 shares of
our restricted common stock to Research Capital relating to the amended
consulting agreement. Each share of stock issued to Research Capital was valued
at $.06 per share with the total value of the common stock issued being
$240,000.

                                      -11-



Research Capital has made the following working capital payments totaling
$1,000,000 to us in connection with our consulting agreement, including payments
made in accordance with a May 2002 verbal modification of that agreement:

            Month                         Payment
         ----------                     ----------
        August 2001                     $   25,000
        November 2001                   $  150,000
        December 2001                   $  200,000
        January 2002                    $  150,000
        February 2002                   $  100,000
        March 2002                      $  100,000
        April 2002                      $   25,000
        May 2002                        $   25,000
        June 2002                       $   50,000
        July 2002                       $   50,000
        August 2002                     $   50,000
        September 2002                  $   50,000
        October 2002                    $   25,000
                                        ----------
        TOTAL                           $1,000,000

No other payments are due from Research Capital in connection with their
consulting agreement with us.

3. Convertible Promissory Note Payable to Research Capital
On April 9, 2003 we converted $1,010,500 in advances and $67,081 of accrued
interest into a convertible promissory note in the amount of $1,077,581. The
note bears interest at 8% per annum and is due on January 1, 2005. The note may
be converted into our common shares 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 our 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 our shares. 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 by us of a 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 our shares. 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; and (c) if no
financing agreement has occurred by December 31, 2004 and/or we have 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 our common
shares 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 our shares.

4. Subscription Agreement with Research Capital
On October 15, 2003, Research Capital entered into a Subscription Agreement with
us in which we offered to sell to Research Capital from November 1, 2003 to
October 1, 2004, our shares of restricted common stock at a 40% discount to the
previous month's average closing bid price for an aggregate offering of
$500,000. Research Capital agrees to purchase a minimum of $10,000 of our shares
each month for the duration of the agreement, representing a total guaranteed
purchase of $120,000 of our shares.

                                      -12-
Settlement Agreement with Former Chief Executive Officer/Director Jerry White
On October 25, 2002, we entered into a Settlement Agreement with Jerry White in
which we granted Mr. White options to purchase 6,000,000 shares of our
common stock. The options may be exercised for a period of ten years or until
October 25, 2012 at an exercise price per share equal to twenty percent of the
average of the bid and ask of the common stock at the close of business on
October 25, 2002 which was $0.0265.

STOCK OPTION AGREEMENTS
We entered into the following stock option agreements, as detailed in 1 - 3
below.

1. Stock Option Agreements with our Chief Executive Officer/Chairman of the
Board David Moskowitz
On March 18, 2002, we entered into an agreement with our Chairman of the Board,
Dr. David Moskowitz, in which we granted officer options to Dr. Moskowitz to
purchase 37,500,000 shares of our common stock at an exercise price of 20% of
the fair market value of the common stock on the exercise date. The options may
be exercised after May 6, 2002 for a period of ten years as to 12,500,000
options and after November 6, 2002 for a period of ten years as to 25,000,000
options. In addition, Dr. Moskowitz was granted a performance option to purchase
up to 100,000,000 common shares for a period of ten years at an exercise price
of 20% of the fair market value of the common stock on the exercise date. The
performance options will only be granted to Dr. Moskowitz based upon the
occurrence of any of the following "Triggering Events:" (a) Gross Profit
Triggering Event - Dr. Moskowitz will be entitled to receive one option to
purchase one share of our common stock for every one cent of gross profit , up
to a maximum of 100,000,000 shares of our common stock; or (b) Exchange
Triggering Event - Dr. Moskowitz will be entitled to receive an option to
purchase up to 100,000,000 shares of our common stock if we become listed and
quoted on the NASDAQ Small Cap or the NASDAQ National Market Systems Exchange;
or (c)Sale Triggering Event - Dr. Moskowitz will be entitled to receive an
option to purchase up to 100,000,000 shares of common stock if we are purchased
or acquired by a larger biotech firm for a minimum of $100,000,000 in value.

If no "Triggering Event" has occurred by November 9, 2006, we are not obligated
to grant the performance option.

On February 22, 2002, we executed a Stock Option Agreement with our Chief
Executive Officer/Chairman of the Board David Moskowitz, which includes the
following terms: (a) We grant to Dr. Moskowitz, the right and option to purchase
an aggregate of 1,000,000 shares of our common stock at a price equal to six
tenths of a cent ($0.006), which represents 20% of the three cents ($0.03)
public bid price of our shares of common stock on the date of the option; (b)
the option shall be exercisable as to 80,000 shares on March 1, 2002 and as to
an additional 80,000 shares on the first day of each month thereafter until the
end of February 2003, after which date it shall be exercisable as to all of the
1,000,000 shares (less any for which it has been exercised). The option shall be
exercisable at any time and from time to time in whole or in part until the end
of the day on a date three years from the date of the agreement, and upon the
third anniversary of the agreement, the option shall terminate as to any shares
which have not be then been purchased.

2. Stock Option Agreement with our Director, Richard Kranitz
On February 22, 2002, we executed a Stock Option Agreement with our Director,
Richard Kranitz, which includes the following terms: (a) We grant to Mr.
Kranitz, the right and option to purchase an aggregate of 1,000,000 shares of
our common stock at a price equal to six tenths of a cent ($0.006), which
represents 20% of the three cents ($0.03) public bid price of our shares of
common stock on the date of the option; (b) The option shall be exercisable as
to 80,000 shares on March 1, 2002 and as to an additional 80,000 shares on the
first day of each month thereafter until the end of February 2003, after which
date it shall be exercisable as to all of the 1,000,000 shares (less any for
which it has been exercised). The option shall be exercisable at any time and
from time to time in whole or in part until the end of the day on a date three
years from the date of the agreement, and upon the third anniversary of the
agreement, the option shall terminate as to any shares which have not be then
been purchased.

                                      -13-
3. Stock Option Agreement with our then Director, Peter C. Brooks
On February 22, 2002, we executed a Stock Option Agreement with our then
Director, Peter C. Brooks, which includes the following terms: (a) We grant to
Mr. Brooks, the right and option to purchase an aggregate of 1,000,000 shares of
our common stock at a price equal to six tenths of a cent ($0.006), which
represents 20% of the three cents ($0.03) public bid price of our shares of
common stock on the date of the option; (b) the option shall be exercisable as
to 80,000 shares on March 1, 2002 and as to an additional 80,000 shares on the
first day of each month thereafter until the end of February 2003, after which
date it shall be exercisable as to all of the 1,000,000 shares (less any for
which it has been exercised). The option shall be exercisable at any time and
from time to time in whole or in part until the end of the day on a date three
years from the date of the agreement, and upon the third anniversary of the
agreement, the option shall terminate as to any shares which have not then been
purchased.

SCIENTIFIC ADVISORY BOARD AGREEMENTS
We entered into the following agreements with Scientific Advisory Board Members,
as detailed in 1 - 6 below. All of the agreements can be cancelled by us or the
Advisory Board Member for any reason with 30 days' written notice.

1. Agreement with Scott Williams
On January 15, 2002, we entered into a "Contract to Serve on GenoMed's
Scientific Advisory Board" with Scott Williams in which Dr. Williams is
obligated to serve on our Scientific Advisory Board for a five year period in
return for payment of 100,000 shares of our restricted common stock on each
anniversary date from the date of the January 15, 2002 agreement for a period of
five years.

On January 9, 2003, we sent a letter to Scott Williams, which replaces the
above agreement with an option for 100,000 shares effective January 15, 2003.
Dr. Williams would have 2 years to exercise the option from January 15, 2003.
The exercise price is based upon the closing bid price on the one year
anniversary date of January 15, 2003. Dr. Williams accepted the terms of this
letter.

2. Agreement with Tony Frudakis
On January 16, 2002, we entered into a "Contract to Serve on GenoMed's
Scientific Advisory Board" with Tony Frudakis in which Dr. Frudakis is obligated
to serve on our Scientific Advisory Board for a five year period in return for
payment of 100,000 shares of our restricted common stock on each anniversary
date from the date of the January 16, 2002 agreement for a period of five years.
Because Dr. Frudakis resigned from our Scientific Advisory Board prior to what
would have been his one year anniversary, January 16, 2003, he did not receive
any shares of our restricted common stock; however, on January 9, 2003, we did
send a letter to Tony Frudakis, offering him an option for 78,100 shares
effective January 16, 2003. Because Dr. Frudakis resigned from our Scientific
Advisory Board on October 29, 2002, the option for 78,100 shares is based on Dr.
Frudakis having served on our Scientific Advisory Board for 78.1% of the year of
his contract with us. Dr. Frudakis may exercise the option until October 29,
2004. The exercise price is based upon the closing bid price on the one year
anniversary date of January 16, 2003.

3. Agreement with Jason Moore
On January 16, 2002, we entered into a "Contract to Serve on GenoMed's
Scientific Advisory Board" with Jason Moore in which Dr. Moore is obligated to
serve on our Scientific Advisory Board for a five year period in return for
payment of our restricted common stock shares, as follows:
     a)   50,000 shares payable upon signing the contract on January 16, 2002;
     b)   50,000 shares upon the first anniversary from the date of the
          agreement;
     c)   100,000 shares upon the second anniversary from the date of the
          agreement;
     d)   100,000 shares upon the third anniversary from the date of the
          agreement;
     e)   100,000 shares upon the fourth anniversary from the date of the
          agreement; and
     f)   100,000 shares upon the fifth anniversary from the date of the
          agreement.

                                      -14-



On April 18, 2003, we sent a letter to Jason Moore, which replaces the above
agreement with an option for 100,000 shares effective January 16, 2003. Dr.
Moore would have 2 years to exercise the option from January 16, 2003. The
exercise price is based upon the closing bid price on the one year anniversary
date of January 16, 2003. Dr. Moore accepted the terms of this letter.

4.Agreement with Frank Johnson
On September 3, 2002, we entered into a "Contract to Serve On GenoMed's
Scientific Advisory Board" with Frank Johnson in which Mr. Johnson is obligated
to serve on our Scientific Advisory Board for a five year period in return for
the option to purchase 100,000 shares of our common stock payable by us on each
anniversary date from the date of our agreement with Frank Johnson.

5.Agreement with Serge Danilov
On December 11, 2002, we entered into a "Contract to Serve On GenoMed's
Scientific Advisory Board" with Serge Danilov in which Mr. Davilov is obligated
to serve on our Scientific Advisory Board for a five year period in return for
the option to purchase 100,000 shares of our common stock payable by us on each
anniversary date from the date of our agreement with Serge Danilov.

6.Agreement with Geoffrey Boner
On December 26, 2002, we entered into a "Contract to Serve on GenoMed's
Scientific Advisory Board" with Geoffrey Boner in which Mr. Boner is obligated
to serve on our Scientific Advisory Board for a five year period in return for
the option to purchase 100,000 shares of our common stock payable by us on each
anniversary date from the date of our agreement with Geoffrey Boner.

FUNDING AGREEMENTS
During 2004, we completed funding agreements with Advanced Optics Electronics
and Pierpoint Investments.

Stock Sale Agreement with Advanced Optics Electronics
We have a January 8, 2004 Stock Sale Agreement with Advanced Optics Electronics,
Inc., which provides that Advanced Optics will pay us the stock purchase price
of $900,000 for restricted shares of our common stock, in accordance with the
following formula: (a) the quantity of Seller's Securities to be transferred to
the Purchaser shall be calculated as Q = $900,000/.75CP), where: (i) Q is the
total quantity of Securities to be transferred by Seller to Purchaser (the
"Quantity); ii) $900,000 is the Purchase Price; iii) CP is Closing Price, namely
the average bid price for the Seller's stock during the month prior to the
Closing; and iv) .75 is a multiplier to the Closing Price, effecting a twenty
five percent (25%) discount because the shares are restricted from sale for a
period of 12 months; (b) at Closing the Purchaser shall remit $300,000 to the
Seller and the Seller shall transfer one third (33.33%) of the Quantity of
(12-month restricted from sale) Common Stock to Purchaser, in the manner
specified in this Agreement; (c) thirty (30) days following the date of Closing,
the Purchaser shall remit an additional $300,000 to the Seller and the Seller
shall transfer one third (33.33%) of the Quantity of shares of (12-month
restricted from sale) Common Stock to Purchaser, in the manner specified in this
agreement; and (d) Sixty (60) days following the date of Closing, the Purchaser
shall remit a final $300,000 to the Seller and the Seller shall transfer the
remaining one third (33.33%) of the Quantity of shares of (12-month restricted
from sale) Common Stock to Purchaser.

In accordance with these terms, we received $300,000 each on January 8, 2004,
February 5, 2004, and March 9, 2004, for the sale of 33,364,230 shares of our
restricted common stock to Advanced Optics. We issued these 33,364,230 shares,
as follows: (a) 11,121,409 shares on January 9, 2004; (b) 11,121,411 shares on
February 6, 2004; and (c) 11,121,410 shares on March 11, 2004. In total we
received $900,000 from Advanced Optics for the sale of 33,364,230 shares of our
restricted common stock to that company.

Agreement with Pierpoint Investments SA
On or about March 2, 2004, we entered into a ten year letter of interest with
Pierpoint Investments whereby Pierpoint indicated interest in the purchase of
$500,000 and $2,000,000 of shares of our common stock per year at the 30 day
average of the bid and ask price, less a 25% discount with warrants exercisable
at the 30 day average bid and ask price less a 40% discount. During the first
year the interests is to purchase $225,000 of common shares at $0.045 per share
and an additional $275,000 of shares at the 30 day average bid and ask price
less a 25% discount. By investing $225,000 Pierpoint will be eligible to receive
5,000,000 two years warrants exercisable at the 30 day average bid and ask price
less a 50% discount. Should the initial $225,000 be received by us, an affiliate
of Pierpoint will be eligible to purchase $250,000 of our shares of common stock
at $0.045 per share and receive 5,555,556 two year warrants exercisable at 30
day the average bid and ask price less a 50% discount. By investing $500,000 in
the first year, Pierpoint will be eligible for a total of 40,000,000 warrants,
including the 5,000,000 discussed above. In accordance with the terms of the
letter of interest, through April 5, 2004, we issued an aggregate of 3,071,114
shares of our common stock for cash totaling $138,200.

                                      -15-



INVESTOR RELATIONS AGREEMENT
Agreement with E & E Communication
On February 6, 2004, we entered into an agreement with E & E Communications, a
public and investor relations company, in which E & E Communications agreed to:
(a) assist in the preparation of our news releases and other public
announcements; (b) "pitch" our stories to the media, including national, feature
and trade press and develop story lines to make us attractive to the major media
and financial community; and (c) prepare targeted materials for eh media and
potential investors and assist in communications that emphasize the key
strengths and competitive advantages of our management, business plan, and
technologies. We agree to pay E & E Communications $2,000 a month in exchange
for these services. The agreement can be cancelled by E & E Communications or us
upon a thirty day notice.

PARTNERSHIP LICENSE AGREEMENT
Partnership Agreement with PhenoMed, Sdn Bhd
On September 5, 2003, we entered into an agreement with PhenoMed, Sdn Bhd,
doing business as PhenoMed, a Malaysian corporation. This agreement provides
that:
     o    PhenoMed will have the exclusive rights to offer our genomic medical
          technologies and disease management therapeutics to all customers in
          the Asia Pacific region, which broadly encompasses that portion of the
          globe  stretching from Western Samoa in the Pacific to Pakistan in the
          east, and from New Zealand in the south to Mongolia in the north;
     o    We will license to PhenoMed all necessary technology, know how, and
          processes  required for PhenoMed to implement our disease management
          program throughout the region, which involves our President/Chief
          Medical Officer, David Moskowitz to train PhenoMed disease
          management program-licensed physicians in the proper use of our
          disease management program;
     o    We and PhenoMed agree to share equally (50-50) in the net profits
          obtained from the licensing and sale of the disease management
          services and related services sold anywhere throughout the Asia -
          Pacific region;
     o    Genotyping services provided by us to PhenoMed will be priced at $0.50
          per genotype;
     o    Any of PhenoMed's third party genotyping contracts will abide by the
          contracted royalty payment and transfer terms we have made with any of
          our genotyping subcontractors;
     o    PhenoMed will grant us 15% of the common equity in PhenoMed.

REPORTS TO SHAREHOLDERS
As a result of this Registration Statement, we will become subject to the
information and reporting requirements of the Securities and Exchange Act of
1934. As a result, we will file periodic reports, proxy statements, and other
information with the Securities and Exchange Commission.

WHERE YOU CAN FIND ADDITIONAL INFORMATION
Reports and Other Information to Shareholders
We are subject to the informational requirements of the Securities Exchange Act
of 1934. Accordingly, we file annual, quarterly and other reports and
information with the Securities and Exchange Commission. You may read and copy
these reports and other information we file at the Securities and Exchange
Commission's public reference rooms in Washington, D.C. Our filings are also
available to the public from commercial document retrieval services and the
Internet world wide website maintained by the Securities and Exchange Commission
at www.sec.gov.

                                      -16-



Item 2. Description of Property
From March 1, 2001 to March 1, 2002, we occupied 1,200 square foot offices
located on the grounds of the Central Institute for the Deaf at 4560 Clayton
Avenue, St. Louis, Missouri. Our offices were sufficient for our use. We leased
our offices from the Central Institute for the Deaf. We had a verbal lease
agreement with the Central Institute for the Deaf that provided for the
following terms: (a) the lease was on a month-to-month basis; (b) we were
obligated to pay monthly lease payments of $966; and(C)our lease was subject
to a 45-day notice to vacate by the Central Institute for the Deaf.

On March 2, 2002, the Central Institute for the Deaf requested that we move our
offices to another one of their offices at 909 S. Taylor Avenue, St. Louis,
Missouri. We moved our offices to that address during the first week of March
2002. This office is 424 square feet. Our monthly rent was reduced to $500 per
month. On January 8, 2003, the Central Institute for the Deaf sold the property
and offices located at 909 S. Taylor Avenue, St. Louis Missouri, to the St.
Louis Health Careers College, which is now our landlord for these offices.
Therefore, as of January 8, 2003, we have been leasing our 424 square feet
offices located at 909 S. Taylor Avenue from the St. Louis Careers College. Our
monthly rent is still $500 and our lease is subject to a 45 day notice to vacate
by the St. Louis Health Careers College. The lease is on a month-to-month basis.
Our offices are sufficient for our use.

We do not intend to renovate, improve, or develop properties. We are not subject
to competitive conditions for property and currently have no property to insure.
We have no policy with respect to investments in real estate or interests in
real estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of, or
interests in persons primarily engaged in, real estate activities.

Item 3. Legal Proceedings
We are subject to dispute and litigation in the ordinary course of our business.
None of these matters, in the opinion of our management, is material or likely
to result in a material effect on us based upon information available at this
time.

Item 4. Submission of Matters to a Vote of Security Holders
None

                                      -17-



                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
Market Information
Below is the market information pertaining to the range of the high and low bid
information of our common stock for each quarter within the last two fiscal
years. Our common stock is traded on the Pink Sheets under the symbol GMED. The
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

              2003          High          Low
        Fourth Quarter    $ 0.050      $ 0.026
        Third Quarter     $ 0.035      $ 0.020
        Second Quarter    $ 0.120      $ 0.007
        First Quarter     $ 0.015      $ 0.005

              2002          High          Low
        Fourth Quarter    $ 0.030      $ 0.009
        Third Quarter     $ 0.034      $ 0.019
        Second Quarter    $ 0.045      $ 0.016
        First Quarter     $ 0.100      $ 0.030

The source of the above data is http:aolsvc.pf.aol.com/us/portfolios/chartdata.

No regular trading market exists for our common stock and there is no assurance
that a regular trading market will develop, or if developed will be sustained. A
shareholder in all likelihood, therefore, will not be able to resell their
securities should he or she desire to do so when eligible for public resales.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops.

Common Stock. We are authorized to issue 1,000,000,000 shares of common stock at
$.01 par value. As of December 31, 2004, there were 125,691,027 shares of our
common stock outstanding. As of March 18 , 2004, there were 187,716,591 shares
of common stock outstanding held of record by 605 stockholders.

Holders of our common stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders. A majority of the shares
entitled to vote constitutes a quorum at a meeting of the shareholders. If a
quorum is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act of
the shareholders unless otherwise provided by law. Directors shall be elected by
a plurality of the votes cast by the shares entitled to vote at a meeting at
which a quorum is present. Our Board of Directors has authority, without action
by our shareholders, to issue all or any portion of the authorized but unissued
shares of common stock, which would reduce their percentage of ownership of our
common stock and which would dilute the book value of the common stock.

Our shareholders have no preemptive rights to acquire additional shares of
common stock. Our common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation, the holders of
shares of common stock are entitled to share equally in corporate assets after
the satisfaction of all liabilities. Holders of common stock are entitled to
receive such dividends as the Board of Directors may from time to time declare
out of funds legally available for the payment of dividends. During the last two
fiscal years, we have not paid cash dividends on our common stock and we do not
anticipate that we will pay cash dividends in the foreseeable future.

OPTIONS
We have 48,234,831 options outstanding.

                                      -18-



SHARES ELIGIBLE FOR FUTURE SALE UNDER RULE 144
As of March 18, 2004, there are 175,216,591 shares of our common stock held by
non-affiliates and 12,500,000 shares of our common stock held by one affiliate.

In general, Rule 144 provides that any person who has beneficially owned shares
for at least one year, including an affiliate, is generally entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of 1% of the shares of common stock then outstanding, or the reported
average weekly trading volume of the common stock during the four calendar weeks
immediately preceding the date on which notice of the sale is sent to the SEC.
Sales under Rule 144 are subject to manner of sale restrictions, notice
requirements, and availability of current public information concerning us. Rule
144(k) states that a person who is not our affiliate and who has not been our
affiliate within three months prior to the sale generally may sell shares
without regard to the limitations of Rule 144, provided that the person has held
the shares for at least one year. Under Rule 144(k), a person who is not deemed
to have been our affiliate at any time during the 90 days preceding a sale, and
who has beneficially owned the shares proposed to be sold for at least two
years, is entitled to sell the shares without complying with the manner of sale,
public information, volume limitation, or notice provisions of Rule 144.

No prediction can be made as to the affect, if any, such future sales of shares,
or the availability of shares for such future sales, will have on the market
price of our common stock prevailing from time to time. The sale of substantial
amounts of our common stock in the public market, or the perception that such
sales could occur, could harm the prevailing market price of our common stock.
As a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in a public market, if developed, beginning 90 days
after the date of this prospectus. The availability for sale of substantial
amounts of common stock under Rule 144 could adversely affect prevailing market
prices for our securities.

HOLDERS
As of March 18, 2004, we had 605 holders of record of our common stock. We have
one class of common stock outstanding.

Penny Stock Considerations.
Our shares are "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 as equity securities with a price of less than
$5.00. Our shares may be subject to rules that impose sales practice and
disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to
anyone other than an established customer or "accredited investor" must make a
special suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required to:
     o    Deliver, prior to any transaction involving a penny stock, a
          disclosure schedule prepared by the Securities and Exchange Commission
          relating to the penny stock market, unless the broker-dealer or the
          transaction is otherwise exempt;
     o    Disclose commissions payable to the broker-dealer and its registered
          representatives and current bid and offer quotations for the
          securities;
     o    Send monthly statements disclosing recent price information pertaining
          to the penny stock held in a customer's account, the account's value
          and information regarding the limited market in penny stocks; and
     o    Make a special written determination that the penny stock is a
          suitable investment for the purchaser and receive the purchaser's
          written agreement to the transaction, prior to conducting any penny
          stock transaction in the customer's account.

                                      -19-



Because of these regulations, broker-dealers may encounter difficulties in their
attempt to sell shares of our stock, which may affect the ability of
shareholders or other holders to sell their shares in the secondary market and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements could impede
the sale of our securities if our securities become publicly traded. In
addition, the liquidity for our securities may be adversely affected, with a
corresponding decrease in the price of our securities. Our shares may someday be
subject to such penny stock rules and our shareholders will, in all likelihood,
find it difficult to sell their securities.

Dividends.
We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors as the Board of Directors deems relevant. We are not
limited in our ability to pay dividends on our securities.

Securities Authorized for Issuance under Equity Compensation Plans.
Not applicable.

Recent Sales of Unregistered Securities.

Issuance of Securities
On January 3, 2001, we issued 10,000,000 shares of our common stock to our then
President/Director/Founder, Susan Parker, in consideration for her $10,000
capital contribution to us and for her services rendered as our President,
Secretary and Treasurer. We valued these shares at a price of $.001 per share.
Susan Parker was also the prior President, Secretary and Treasurer of e-Miracle
Network, Inc., the debtor from which we were formed along with 12 other
companies as a result of the bankruptcy reorganization of e-Miracle Network,
Inc.

Susan Parker assumed the positions of President, Secretary and Treasurer at
e-Miracle Network, Inc. on November 6, 2000, which was after e-Miracle Network,
Inc. filed for bankruptcy. Susan Parker was also the founder and sole director
of the other 12 commonly owned companies formed as a result of the bankruptcy
reorganization of e-Miracle Network, Inc. Our Board of Directors determined the
number of shares to issue to Ms. Parker. We relied upon Section 4(2) of the
Securities Act of 1933 for the issuance to Ms. Parker. We believed that Section
4(2) was available because the sale did not involve a public offering, Ms.
Parker was our Officer and Director at the time, and as our Officer/Director she
had access to all relevant information pertaining to us.

On March 3, 2001, in connection with the approval of an Amended Plan of
Reorganization for e-Miracle Network, Inc., United States Bankruptcy Court,
Southern District of Florida, Miami Division on March 6, 2001 (Case No.
00-18144-BKC-AJC So. Dist. Fla.), we issued 71,200 of our common stock to 595
persons who were debtors and shareholders of e-Miracle Network, Inc. We relied
upon Section 3(a)(7) of the Securities Act of 1933 for the sale. We believed
that Section 3(a)(7) was available because the common stock issuances to the 595
persons were made with the approval of the United States Bankruptcy Court.

On March 3, 2001, we issued 1,000,000 shares of our common stock to Eric Littman
in return for his contribution of $240,000 to e-Miracle Network, Inc., the
Debtor in the above-named bankruptcy action. We relied upon Section 3(a)(7)of
the Securities Act of 1933 in issuing the shares to Mr. Littman. We believed
that Section 3(a)(7) was available because the common stock issuance to Mr.
Littman was made with the approval of the United States Bankruptcy Court. The
$240,000 contribution was to be equally shared by the 13 companies formed in the
reorganization, including us. The shares that were issued to Mr. Littman were
valued at $.001 per share as determined in negotiations with the creditors and
the debtor's attorneys for the bankruptcy estate as to what was a fair valuation
for Mr. Littman's contribution.

                                      -20-



On March 3, 2001, we issued 1,000,000 shares of our common stock to Dennis Sturm
in return for Mr. Sturm's contribution of $240,000 to e-Miracle Network, Inc.,
the Debtor in the above-named bankruptcy action. We relied upon Section
3(a)(7)of the Securities Act of 1933 for the sale. We believed that Section
3(a)(7) was available because the common stock issuance to Mr. Sturm was made
with the approval of the United States Bankruptcy Court. This contribution was
to be equally shared by the 13 companies formed in the reorganization, including
us. The shares that were issued to Mr. Sturm were valued at $.001 per share. The
$240,000 contribution was to be equally shared by the 13 companies formed in the
reorganization, including us. The shares that were issued to Mr. Strum were
valued at $.001 per share as determined in negotiations with the creditors and
the debtor's attorneys for the bankruptcy estate as to what was a fair valuation
for Mr. Sturm's contribution.

On July 12, 2001, we issued 2,500 shares of our common stock to Andrew Hellinger
in return for services he rendered in connection with the Amended Plan of
Reorganization. The shares issued to Mr. Hellinger were valued at $.001. We
relied upon Section 3(a)(7)of the Securities Act of 1933 for the sale. We
believed that Section 3(a)(7)was available because the common stock issuance to
Mr. Hellinger was made with the approval of the United States Bankruptcy Court.

On July 12, 2001, we issued 2,500 shares of our common stock to Lewis B. Freeman
in return for services he rendered with the Amended Plan of Reorganization. The
shares issued to Mr. Freeman were valued at $.001. We relied upon Section
3(a)(7)of the Securities Act of 1933 for the sale. We believed that Section
3(a)(7) was available because the common stock issuance to Mr. Freeman was made
with the approval of the United States Bankruptcy Court.

On September 6, 2001, Mr. David Siddons entered into a private securities
transaction with Ms. Susan Parker, then of e-Kids Network, Inc., whereby Mr.
Siddons purchased 10,000,000 shares of e-Kids Network, Inc. from Ms. Parker in a
private transaction for $200,000. The sale by Ms. Parker was made under Section
4(1) of the Securities Act of 1933 which was available because the sale did not
involve an issuer, underwriter or dealer and was a privately negotiated
transaction between two individuals. Mr. David Siddons then became our
President, Chairman of the Board and majority shareholder. After Ms. Parker's
sale of 10,000,000 shares to Mr. Siddons, Ms. Parker was no longer a shareholder
of e-Kids Network. On September 28, 2001, in conjunction with a 50-for-1 forward
split of our common stock, Mr. Siddons' 10,000,000 shares became 500,000,000
shares.

On November 8, 2001, David Siddons returned for cancellation the 500,000,000
shares of common stock previously issued to him. Mr. Siddons returned these
shares in contemplation of our acquisition of our wholly owned subsidiary,
Genomic Medicine, LLC. A term of our acquisition of Genomic Medicine, LLC was
that we would have 103,810,000 shares of common stock outstanding on the date of
the closing of the acquisition of Genomic Medicine, LLC. As such, David Siddons
retired 500,000,000 shares to complete the transaction. Prior to David Siddons
retiring the shares, we had 603,810,000 shares of common stock outstanding.

Pursuant to a verbal agreement between our shareholder, Research Capital, and
David Siddons, on April 1, 2002 Research Capital transferred 4,000,000
restricted shares of our common stock held by Research Capital to Mr. Siddons in
exchange for his prior cancellation of the 500,000,000 shares of our common
stock. Additionally, Mr. Siddons received the benefit of holding shares in an
operating company with an active business, that being the business of Genomic
Medicine, LLC, as opposed to holding shares in an inactive company. Our current
management did not pay any consideration or have any discussions with either
Research Capital or Mr. Siddons in connection with the transfer of the 4,000,000
shares from Research Capital to Mr. Siddons. Research Capital agreed to give the
4,000,000 shares to Mr. Siddons to facilitate the acquisition of Genomic
Medicine, LLC, because upon the closing of the acquisition between us and
Genomic Medicine, LLC, the owner of Research Capital would hold shares in a
company with an active business, that being Genomic Medicine, LLC, as opposed to
holding shares in an inactive company with no business plan.

                                      -21-



On November 9, 2001, we issued 12,500,000 shares of our common stock to Dr.
David W. Moskowitz. The shares were valued at $0.005 for a total value of
$62,500. The shares were issued to Dr. Moskowitz as the sole owner of Genomic
Medicine, LLC in accordance with the terms of the Agreement and Plan of Exchange
between us and Genomic Medicine, LLC in which we acquired 100% of Genomic
Medicine, LLC.

On March 20, 2002, we issued 4,000,000 shares of our common stock to Research
Capital, LLC in return for $1,000,000 of funding provided by Research Capital,
LLC. On April 1, 2002, these shares were transferred by Research Capital to
David Siddons for canceling the 500,000,000 shares of common stock to facilitate
our share exchange with Genomic Medicine. We relied upon Section 4(2) of the
Securities Act of 1933 for the sale. We believed that Section 4(2) was available
because the sale did not involve a public offering. Research Capital's principal
represented to us that he was an accredited investor, was purchasing the shares
for investment purposes and had access to all relevant information pertaining to
us. We placed legends on the certificates stating that the securities were not
registered under the Securities Act of 1933 and set forth the restrictions on
their transferability and sale.

On December 12, 2002, we sold 769,231 shares of our common stock at $0.013 per
share or an aggregate of $10,000 to Keith and Ruth Ann Boyer.

On May 27, 2003, we sold 1,666,667 shares of our common stock at $0.015 per
share or an aggregate of $25,000 to Robert B. Smith

On May 27, 2003, we issued 116,667 shares of our common stock at par value or an
aggregate of $117 to Joe Young in exchange for finder services that Mr. Young
rendered to us.

On July 14, 2003, we sold 187,500 shares of our common stock at $0.008 per share
or an aggregate of $1,500 to Kent Boyer.

On July 14, 2003, we issued 145,000 shares of our common stock at $0.03 per
share or an aggregate of $4,350 to Kent Boyer in exchange for services that Mr.
Boyer rendered to us.

On July 14, 2003, we issued 40,000 shares of our common stock at $0.03 per share
or an aggregate of $1,200 to David Pollack in exchange for services that Mr.
Pollack rendered to us.

On October 8, 2003, we issued 91,000 shares of our common stock at $0.02 per
share or an aggregate of $1,820 to Joe Young in exchange for services that Mr.
Young rendered to us.

On October 8, 2003, we sold 1,300,000 shares of our common stock at $0.019 per
share or an aggregate of $25,000 to Robert Smith.

On November 12, 2003, we sold 532,481 shares of our common stock at $0.0188 per
share or an aggregate of $10,000 to Research Capital.

On December 3, 2003, we sold 532,481 shares of our common stock at $0.0188 per
share or an aggregate of $10,000 to Research Capital.

On January 8, 2004, we sold 4,703,633 shares of our common stock at $0.0213 per
share or an aggregate of $100,000 to Research Capital

On January 9, 2004, we sold 11,121,409 shares of our common stock to Advanced
Optics Electronics at $0.027 per share or an aggregate of $300,000.

On January 23, 2004, we issued 1,000,000 shares of our common stock to Peter
Brooks in connection with his exercise of options granted to him. The options
were exercised at $0.006 per share or an aggregate of $6,000.

On February 5, 2004, we issued 6,679,435 shares of our common stock to Research
Capital for debt conversion of $180,657.

                                      -22-



On February 5, 2004, we issued 100,000 shares of our common stock to Scott
Williams in connection with his exercise of options granted to him. The options
were exercised at $0.025 per share or an aggregate of $2,500.

On February 6, 2004, we sold 11,121,411 shares of our common stock to Advanced
Optics Electronics at $0.027 per share or an aggregate of $300,000.

On February 9, 2004, we issued 769,231 shares of our common stock to Keith Boyer
in connection with his exercise of 769,231 warrants at an exercise price of
$0.05 or an aggregate exercise price of $38,461.

On March 8, 2004, in connection with our agreement with Pierpoint Investments,
we sold 833,333 shares of our common stock to Robin Carr at $0.045 per share or
an aggregate of $37,500.

On March 10, 2004, we sold 11,121,410 shares of our common stock to Advanced
Optics Electronics at $0.027 per share or an aggregate of $300,000.

On March 11, 2004, in connection with our agreement with Pierpoint Investments,
we sold 411,112 shares of our common stock to N. Shah at $0.045 per share or an
aggregate of $18,500.

On March 11, 2004, in connection with our agreement with Pierpoint Investments,
we sold 411,112 shares of our common stock to A. Desch at $0.045 per share or an
aggregate of $18,500.

On March 11, 2004, in connection with our agreement with Pierpoint Investments,
we sold 204,445 shares of our common stock to L. Fitzpatrick at $0.045 per share
or an aggregate of $9,200.

On March 12, 2004, we sold 6,012,658 shares of our common stock at $0.0632 per
share or an aggregate of $380,000 to Research Capital.

On March 18, 2004, in connection with our agreement with Pierpoint Investments,
we sold 200,000 shares of our common stock to L. Fitzpatrick at $0.045 per share
or an aggregate of $9,000.

On March 18, 2004, in connection with our agreement with Pierpoint Investments,
we sold 200,000 shares of our common stock to I. Patel at $0.045 per share or an
aggregate of $9,000.

On March 18, 2004, in connection with our agreement with Pierpoint Investments,
we sold 200,000 shares of our common stock to D. Limmer at $0.045 per share or
an aggregate of $9,000.

On March 18, 2004, in connection with our agreement with Pierpoint Investments,
we sold 200,000 shares of our common stock to Weighill Builders at $0.045 per
share or an aggregate of $9,000.

On March 18, 2004, in connection with our agreement with Pierpoint Investments,
we sold 111,112 shares of our common stock to R. Shah at $0.045 per share or an
aggregate of $5,000.

On March 18, 2004, in connection with our agreement with Pierpoint Investments,
we sold 150,000 shares of our common stock to L. Peterman at $0.045 per share or
an aggregate of $6,750.

On March 18, 2004, in connection with our agreement with Pierpoint Investments,
we sold 150,000 shares of our common stock to M. Paerse at $0.045 per share or
an aggregate of $6,750.

On March 18, 2004, we issued 6,058,560 shares of common stock to Research
Capital for debt conversion of $153,081.

                                      -23-



As to the above sales and issuances, we relied upon Section 4(2) of the
Securities Act of 1933, as amended for the above issuances. None of these
issuance involved underwriters, underwriting discounts or commissions or any
public offer in the United States. We placed restrictive legends on all
certificates issued. We believed that Section 4(2) were available because:
     o    We are an operational company and not a blank check company;
     o    Sales were not made by general solicitation or advertising;
     o    The sales did not involve a public offering;
     o    Sales were made only to an accredited investor or investor who
          represented that he or she was a sophisticated enough investor to
          evaluate the risks of the investment;
     o    We placed legends on the certificates stating that the securities were
          not registered under the Securities Act of 19933 and set forth the
          restrictions on their transferability and sale.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operation.

Forward-Looking Statements.
The following discussion and analysis contains forward looking statements and
should be read in conjunction with our financial statements and related notes.
For purposes of this plan of operations, GenoMed, Inc. is referred to herein as
"we," "us," or "our." This discussion and analysis contains forward-looking
statements based on our current expectations, assumptions, estimates and
projections overview. The words or phrases "believe," "expect," "may," "should,"
"anticipates" or similar expressions are intended to identify "forward-looking
statements". Actual results could differ materially from those projected in the
forward-looking statements as a result of the following risks and uncertainties,
which are more fully discussed in our periodic filings which are available for
review at www.sec.gov: (a) during 2003, our Plan of Operations during 2003 was
substantially delayed due to lack of financing; (b) if we are not awarded
patents or licenses, we will never market potential products and our potential
revenues will be negatively affected; (c) our business may be adversely affected
by regulatory costs which would negatively affect our potential profitability;
(d) because our genomics method of gene identification is a relatively new gene
identification method, the public or prospective strategic partners may not
accept it as an acceptable gene identification method, which would negatively
affect our operations and potential revenues; (e) our competitors may develop
and respond to gene procedures and products before us due to their superior
financial and technical resources and superior technologies; (f) we may be
subject to medical or product liability claims that will negatively affect our
potential profitability and may lead to losses; (g) because we will lack control
over the outsourcing of sample collection, genotyping and data analysis, our
quality control and brand name reputation may be negatively affected; (h) if we
fail to recruit test patients for our clinical trials, our development of
potential products will be delayed which would negatively affect our potential
revenues; (i) if our strategic partners fail to obtain Federal Drug
Administration approval, our costs may increase and our revenues may decrease;
(j) our entire business plan is dependent upon forming strategic alliances or
acquisitions or partnership alliances with others for which there are no
assurances, and if we fail to do so we will never generate any revenues; (k) if
we fail to abide by the terms of our acquisition agreement in which we acquired
Genomic Medicine, LLC, the acquisition could be rescinded and we would have no
business or ability to generate revenues; (l) if we fail to conduct adequate due
diligence regarding our strategic alliances or acquisitions and partnership
alliances, we will be subject to increased costs and operational difficulties;
(m) our management decisions are made by our President/Chief Executive
Officer/Chairman of the Board/ Chief Medical Officer, Dr. David Moskowitz and if
we lose his services, our operations will be negatively impacted; (n) we have
issued a substantial amount of our common stock in connection with funding that
we obtained, which substantially dilutes the value of your shares; and (o) we
have a substantial amount of options outstanding, which if exercised, will
result in the issuance of shares of our common stock, which will substantially
dilute the value of your shares.

                                      -24-



PLAN OF OPERATIONS:
We plan on funding the following estimated expenses totaling $1,403,907 over the
next year from the funding that we have received from Advanced Optics and
Pierpoint Investments and from revenues, if any that we generate.

                                    Annual
Type Expenditures              Estimated Amount
-------------------           ------------------
Salaries                         $   328,907*
-------------------           ------------------
Operating Expenses**             $   125,000
-------------------           ------------------
Genotyping                       $   800,000
-------------------           ------------------
Sample
Collection                       $   100,000
-------------------           ------------------
Marketing                        $    50,000
-------------------           ------------------
Total                            $ 1,403,907
                              ==================

*Salaries include: (a) $183,907 for our Chief Executive Officer, David
Moskowitz, which represents a base salary of $135,000 plus deferred salary of
$146,720 from the period November 1, 2002 through December 31, 2003, of which
one-third or $48,907 is to be paid in cash in 2004, one-third or $48,907 is to
be paid in cash in 2005, and the balance of $48,907 is to be paid in shares of
our common stock priced at a 25% discount from the average closing price of the
period of salary deferral November 1, 2002 through December 31, 2003; and (b)
$60,000 annual salary and $15,000 of benefits for a Chief Financial Officer, who
has yet to be hired; and (c) $60,000 annual salary and $10,000 of benefits for a
Chief Technical Officer, who has yet to be hired.

** Operating Expenses include office rent, utilities, and legal and accounting
expenses.

We intend to satisfy these estimated total expenditures of $1,403,907 for our
Plan of Operations through our cash as of April 16, 2004 of $1,498,690 and
revenues or a private placement of our equity Securities.

If we have additional expenses that exceed our estimates and we have
insufficient funds at the time or we are unable to obtain sufficient financing,
then we will be unable to conduct our Plan of Operations, which may negatively
impact development of our brand name and reputation. In the event that we do not
obtain adequate financing we may have to liquidate our business and undertake
any or all of the following actions:
     o    Sell or dispose of our assets, if any;
     o    Pay our liabilities in order of priority, if we have available cash to
          pay such liabilities;
     o    If any cash remains after we satisfy amounts due to our creditors,
          distribute any remaining cash to our shareholders in an amount equal
          to the net market value of our net assets;
     o    File a Certificate of Dissolution with the State of Florida to
          dissolve our corporation and close our business;
     o    Make the appropriate filings with the Securities and Exchange
          Commission so that we will no longer be required to file periodic and
          other required reports with the Securities and Exchange Commission,
          if, in fact, we are a reporting company at that time; and
     o    Make the appropriate filings with the National Association of Security
          Dealers to affect a delisting of our common stock, if, in fact, our
          common stock is trading on the OTC Bulletin Board at that time.

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders. If we have any liabilities that we are
unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code,
we may voluntarily file for reorganization under Chapter 11 or liquidation under
Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy
action against us. If our creditors or we file for Chapter 7 or Chapter 11
bankruptcy, our creditors will take priority over our shareholders. If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any.

                                      -25-



We do not know and cannot determine which, if any, of these actions we will be
forced to take.

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

OUR PLAN OF OPERATIONS TO DATE
To date, we have accomplished the following in our Plan of Operations:

November 2001
Dr. David Moskowitz became our Chairman of the Board and Chief Medical Officer.

Jerry E. White became our President, Chief Executive Officer, and a Director.
Jerry White resigned on October 21, 2002, and our Board of Directors appointed
Dr. David Moskowitz as our President and Chief Executive Officer as of October
22, 2002 to fill the vacancies created by Jerry White's resignation.

Dr. Scott Williams became the first member of our Scientific Advisory Board.

Filed Provisional Patent Application: "Modifications of Serum Potassium
Concentration in Patients for Whom ACE Inhibition is Indicated." Patent
application number pending. This patent concerns patients with chronic kidney
disease that cannot tolerate ACE inhibitors because their serum potassium
concentration is already high. ACE inhibitors make this problem worse. ACE
inhibitors block the action of the ACE enzyme, and as a class have been used as
anti-hypertensive drugs since the late 1970s. This provisional patent
application describes the use of a second medication to control serum potassium,
allowing the use of ACE inhibitors in such patients.

Filed Provisional Patent Application: "Clinical Trials Illustrating New Uses for
an Existing ACE Inhibitor." Patent application number 60/347,013. This
provisional patent application describes how to test ACE inhibitors for new
disease indications.

Re-filed Provisional Patent Application: "Promoter SNPs." Patent application
number pending. This provisional patent application specifies nearly 12,000 SNPs
culled from the regulatory region of some 5,000 genes. The specific region of
the gene involved is the promoter, which sits upstream of the coding portion of
the gene.

December 2001
Dr. Tony Frudakis joins our Scientific Advisory Board. Filed Provisional Patent
Application: "New Formulation of an Existing ACE Inhibitor." Patent Application
Number 60/350,563. This provisional patent application outlines the
reformulation of a particular ACE inhibitor at the higher doses required for
minimal clinical effectiveness.

Letter of Intent with DNAPrint Genomics, Inc. and Orchid BioSciences, Inc. to
perform 400,000 SNP-genotypes at $0.40 per genotype.

Approval obtained from American Diabetes Association to utilize its bank of DNA
samples from patients with Type 2 Diabetes.

Disease Management Consultants Vince Kuraitis and Alan Kaul engaged to develop a
marketing plan to form relationships with disease management firms and health
care plans to commercialize our clinical research findings.

Second contract for Regulatory SNPs signed with Sequence Sciences, LLC to find
more regulatory SNPs.

Filed tenth Provisional Patent Application involving a method to delay or
prevent altogether most common serious diseases. Patent application number
pending.

Added Peter C. Brooks and Richard A. Kranitz as members of our Board of
Directors.

                                      -26-



January 2002
Dr. Jason Moore joins our Scientific Advisory Board.

HealthChip trademark filed with United States Patent and Trademark Office.

Purchased one SNP Stream UHT (Ultrahigh Throughput) SNP Genotyping system from
Orchid BioSciences, Inc. that will enable us to perform as many as 100,000
genotypes a day. Beta Test Agreement with Orchid BioSciences, Inc. completed for
the SNP stream UHT system, which will permit us to operate this equipment
through a joint venture with DNA Print, Inc. in Sarasota, Florida. The Beta Test
Agreement involves the following: In return for providing Orchid BioSciences
with information regarding their systems genotyping accuracy, the agreement
allows GenoMed to perform the first 50,000 genotypes at no charge.

February 2002
Orchid BioSciences, Inc. installed our UHT SNP-stream genotyping system at
DNAPrint Genomics, Inc., a company with one year's experience using the Orchid
genotyping platform.

Personnel with DNAPrint Genomics began training on SNP stream-UHT system
equipment. DNAPrint Genomics personnel have been trained by Orchid BioSciences
to operate the new system. In return for hosting the machine, we are allowing
DNAPrint Genomics to use our UHT SNP-stream machine for DNAPrint's genotyping
needs during times when the machine would otherwise be idle.

Our first board meeting was held in Sarasota, Florida. Board members also
visited DNAPrint Genomics to see the UHT SNP-stream technology in operation.

March 2002 - August 2002
Data analysis and manuscript preparation
We conducted data analysis in conjunction with our preparation of the following
publications:

     From Pharmacogenomics to Improved Patient Outcomes: Angiotensin
     I-Converting Enzyme as an Example

     Is Angiotensin I-Converting Enzyme a "Master" Disease Gene?

     Is "Somatic" Angiotensin I-Converting Enzyme a Mechanosensor?

September 2002
In September 2002, we published an article in Diabetes Technology; Therapeutics,
demonstrating our efforts to prevent end-stage kidney disease in diabetes and
hypertension. We also published case reports showing better outcomes than with
conventional treatment for emphysema and peripheral vascular disease or poor
circulation.

October 2002
We published an article in Diabetes Technology and Therapeutics describing how
our patent-pending treatment regarding inhibition of angiotensin II production
and/or activity might benefit a total of some 160 common diseases associated
with aging, such as all cardiovascular diseases, all common cancers, except
prostate, several psychiatric diseases, autoimmune diseases, and viral diseases,
including infection with HIV and progression to AIDS.

December 2002
We published an article in Diabetes Technology and Therapeutics describing the
molecular mechanism for aging.

                                      -27-



January 2003
We began to seek elderly volunteers in nursing homes to test ACE inhibitors, in
addition to their current medications, for the purpose of delaying progression
of age-related diseases.

We began to seek collaborators in a trial to treat acute kidney failure with an
intravenous drug, rather than with the kidney machine. The trial would be for
patients with new, sudden loss of kidney function, not for chronic dialysis
patients.

We began to seek collaborators in Neonatal Intensive Care Units to test a new
treatment for lung immaturity in newborns. Lung immaturity is common in babies
more than a month premature.

We began to seek volunteers with glaucoma to test a new medication in addition
to their current medications.

February 2003
We signed a Letter of Intent to collaborate with Dr. Huseyin Abali of Turkey to
use ACE inhibitors to help treat cancer. We plan to collaborate with Dr. Abali
using our ACE inhibitor treatment in lung cancer, colorectal cancer, mesenchymal
tumors, and lymphomas.

March 2003
Alopecia areata, an autoimmune disease, responded dramatically in a patient with
active disease to our patent pending treatment approach of inhibiting
angiotensin II.

April 2003
We announced a novel anti-viral therapy that may decrease mortality in the SARS
epidemic and that we were seeking patient and physician collaborators to
collaborate in a world-wide trial of the efficacy of this therapy. On April 25,
2003, we filed a patent application for the use of "sartans" for SARS. A
"sartan" is a drug that specifically inhibits the angiotensin II type 1
receptor. It appears that angiotensin II operates through the AT1 receptor to
activate lymphocytes and macrophages, but that type 2 angiotensin II receptor
promotes death of these cells and thus, an AT1 receptor blocker might be ideal
for selectively turning off an overly exuberant host immune response.

On April 30, 2003, our Chief Executive Officer, Dr. David Moskowitz, presented
our patient outcomes data to help stop the epidemic of end-stage kidney disease
to Blue Cross/Blue Shield of Tennessee.

May 2003
We announced the granting of a license of our aminophylline treatment to Dr.
Mehmet Sukru Sever. Aminophylline is an existing, generic drug that we have used
to restore kidney function and avoid dialysis in the setting of acute kidney
failure. Dr. Sever coordinated kidney dialysis for survivors of the earthquake
in Bingol in Eastern Turkey.

June 2003
We announced that we were launching a clinical trial against age-related macular
degeneration using drugs to inhibit angiotensin II, as well as other causes of
blindness, such as retinitis pigmentosa.

We reported that over 300 patients had expressed interest in our clinical
trials, but that less than a dozen patients with diabetes or high blood pressure
had signed up to use our treatment to prevent kidney dialysis and other
complications of diabetes and high blood pressure.

We announced a clinical trial using inhibitors of angiotensin II against all
neurodegenerative diseases, including common ones such as Alzheimer's disease,
Parkinson's disease, and rare ones like amyotrophic lateral sclerosis, which is
known as "Lou Gehrig's disease", and spinal muscular atrophy.

                                      -28-



July 2003
Our Chief Executive Officer, Dr. David Moskowitz, was invited to speak at the
Nucleic Acid World Summit to be held in Boston, Massachusetts from September
15-17, 2003. The conference's subject is "Transforming Cutting-Edge Science into
Business" and will focus on uses of RNA and DNA to understand and treat
diseases, including viral scourges such as SARS, HIV, and West Nile virus. Dr.
Moskowitz's speech is entitled "Improving the Odds of Therapeutic Efficacy:
Blocking Angiotensin II." The conference is hosted by the Strategic Research
Institute.

We announced that we were still seeking volunteers for our treatment to avoid
complications of West Nile virus based on our belief that inhibiting angiotensin
II would decrease signaling by T cells and macrophage/monocyte/microglial cells,
which should in turn decrease the number of encephalitis cases due to West Nile
virus.

August 2003
We acquired 10,000 more promoter SNPs for our Disease GeneNet(tm) from Sequence
Sciences, LLC. This brought the number of promoter SNPs to 23,000 that we have
to interrogate each disease.

We proposed our patent-pending approach, namely inhibiting angiotensin II, as a
possible treatment to halt any further troop deaths due to pneumonia cases which
appear to be an unusually intense allergic reaction to the anthrax vaccine.

Our Chief Executive Officer, Dr. David Moskowitz was invited to speak at an
anti-aging conference sponsored by the American Academy of Anti-Aging Medicine
to be held December 11-14, 2003. It is anticipated that over 4,000 scientists
and physicians interested in anti-aging medicine will attend the conference. Dr.
Moskowitz will discuss our clinical findings that ACE inhibitors and angiotensin
II receptor blockers may be effective against almost all age-related diseases.

Our Chief Executive Officer, Dr. David Moskowitz, was asked to serve as the
Chairperson and speak at the Cancer Drug Research and Development Conference in
San Diego, California on November 20-21, 2003. Dr. Moskowitz will speak on the
topic, "Is Angiotensin II Behind Most Cancers (Except Prostrate)?"

October 2003
We announced that we have partnered with PhenoMed, a development stage disease
management and medical pharmaceutical company based in Kuala Lumpur, Malaysia,
to expand GenoMed's Next Generation Disease Management(tm) services into Asia.

January 2004
We launched a free clinical trial available to anybody with the common cold. We
have accumulated clinical evidence that blocking the major product of ACE, which
is a small eight amino acid hormone named angitensin II, can decrease
inflammation in a number of diseases, including viral disease.

We entered into a stock sale agreement with Advanced Optics Electronics, in
which Advanced Optics agreed to purchase a total of $900,000 of our shares of
common stock at a discount of 25% from the average closing bid price of our
common stock for the month of December 2003. In accordance with the agreement
terms, we issued 33,364,230 of our common stock to Advanced Optics during the
period from January 2004 to March 2004.

During January 2004 and March 2004, Research Capital purchased an aggregate of
10,716,327 shares of our common stock for cash totaling $480,000 and also
forgave $1,000,000 of the note payable discussed in Note 4 to our 2003 year end
financial statements. In addition, $153,081 in accrued interest and $180,657 in
other advances were converted into 12,737,995 shares of our common stock.

February 2004
We announced we launched a web-based course on genomics for practicing
physicians. This course is aimed at 650,000 physicians who require continuing
medical education credits to keep their medical license active. The course is
worth 50 hours of such credit.

We announced that our treatment approach to viruses, which tones down the host's
immune response rather than trying to kill the virus, should be effective
against the bird flu.

                                      -29-



March 2004
We joined the Leadership Circle of St. Louis Regional Commerce and Growth
Association, which serves as the Chamber of Commerce and Economic Development
Organization the a 12-county, bi-state region.

We executed an agreement with Pierpoint Investissements SA, a Swiss-based
venture capital group that is registered in the British Virgin Islands, which
provides for minimum funding of $500,000 and a maximum of $2,000,000 annually
for up to 10 years.

The United States Patent and Trademark Office awarded us two the following two
trademarks for use in our marketing: (a) "Next Generation Disease Management";
and (b) "Clinical Outcomes Improvement Program."

OUR PLAN OF OPERATIONS
Our Plan of Operations over the next twelve months will focus on common cancers
such as lung, prostate, colon, breast and pancreas. We will conduct screening
genotyping, followed by validation genotyping. In addition, our Plan of
Operations includes the following:

Market to Health Care Plans
We will contact health care plans for the purpose of establishing
agreements with these companies to provide our patent-pending cost-saving
medical treatments. We do not yet have such an agreement in place.

Data Analysis
The computational demands expand when you consider that some of the
many SNPs we genotype for may work together to produce the disease. Sorting
through all the combinations of 10,000 SNPs, that is, one SNP at a time, then
any two SNPs out of 10,000, then any three SNPs out of the same 10,000, then any
four SNPs out of 10,000, and so on, will take advanced software and considerable
computing power. Therefore, we will lease a computer or network of computers
which will cost approximately $100,000.

Patent Writing
As in every aspect of this project, high throughput patent application is
required. A template patent application has been prepared by our Chairman of the
Board and Chief Medical Officer, Dr. David Moskowitz. As data becomes available,
it will be incorporated into the existing template patent application.

Marketing IP
We will attempt to recruit personnel with research pharmaceutical and healthcare
industry experience to market our disease-gene associations to the research
pharmaceutical industry and our cost-saving treatments to the healthcare
industry.

Chief Financial Officer
During approximately May 2004, we plan to hire a Chief Financial Officer that
will direct our financial operations.

Chief Technical Officer
During approximately June 2004, we plan to hire a Chief Technical Officer that
will:
     o    be responsible for the Bioinformatics of our operations, which is the
          science of developing computer databases and algorithms to facilitate
          and expedite our genomics research,
     o    perform DNA extraction from whole blood;
     o    supervise shipment of samples and SNPs to our genotyping partner;
     o    receive data from our genotyping partner and assist with data
          analysis; and
     o    assist with writing patents.

Liquidity and Capital Resources
Cash at December 31, 2003 amounted to $11,469. Cash at April 16, 2004 amounted
to $1,498,690. We have experienced significant losses from our operations. For
the period ended December 31, 2003, we incurred a net loss of $1,299,347. For
the period from our inception of January 3, 2001 to December 31, 2003, we
incurred a net loss of $3,397,429.

                                      -30-



Item 7. Financial Statements




                                 GenoMed, Inc.
                         (A Development Stage Company)
                        Consolidated Financial Statements
                               December 31, 2003




                                                                        Page
                                                                    -----------
Independent Auditors' Report - Stark Winter Schenkein & Co., LLP       F-1
Consolidated Balance Sheet - December 31, 2003                         F-2
Consolidated Statements of Operations
  For the Period From Inception (January 3, 2001)
  to December 31, 2003, the Year Ended December 31, 2003
  and the Period From Inception (January 3, 2001)
  to December 31, 2002                                                 F-3
Consolidated Statement of Stockholders' (Deficit)
  For the Period From Inception (January 3, 2001)
  to December 31, 2003                                                 F-4
Consolidated Statement of Cash Flows
  For the Period From Inception (January 3, 2001)
  to December 31, 2003, the Year Ended December 31, 2003
  and the Period From Inception (January 3, 2001) to
  December 31, 2002                                                    F-5
Notes to Consolidated Financial Statements                          F-6 to F-16





                                      -31-





                         REPORT OF INDEPENDENT AUDITORS


Stockholders and Board of Directors
GenoMed, Inc.

We have audited the accompanying consolidated balance sheet of GenoMed, Inc. (A
Development Stage Company) as of December 31, 2003, and the related consolidated
statements of operations, stockholders' (deficit) and cash flows for the years
ended December 31, 2003 and 2002, and the period from inception (January 3,
2001) to December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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 audits 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 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, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GenoMed, Inc. (A
Development Stage Company) as of December 31, 2003, and results of its
operations and its cash flows for the years ended December 31, 2003 and 2002,
and the period from inception (January 3, 2001) to December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.



/s/Stark Winter Schenkein & Co., LLP
Stark Winter Schenkein & Co., LLP


Denver, Colorado
April 5, 2004

                                      F-1




                                 GenoMed, Inc.
                         (A Development Stage Company)
                           Consolidated Balance Sheet
                               December 31, 2003

Assets
Current assets:
   Cash                                                           $    11,469

Property and equipment, net                                           144,278
                                                                  -----------
                                                                  $   155,747
                                                                  ===========

Liabilities and stockholders' (deficit)

Current liabilities:
   Accounts payable                                               $    47,322
   Accounts payable and accrued expenses - affiliates                 448,900
   Note payable - affiliate                                         1,077,581
                                                                  -----------
     Total current liabilities                                      1,573,803
                                                                  -----------

Stockholders' (deficit):
   Common stock, $.001 par value,
      1,000,000,000 shares authorized,
      125,691,027 shares issued and outstanding                       125,691
   Paid in capital                                                  1,838,682
   Subscribed common shares                                            15,000
  (Deficit) accumulated during the development stage               (3,397,429)
                                                                   (1,418,056)
                                                                  -----------
                                                                  $   155,747
                                                                  ===========

      See the accompanying notes to the consolidated financial statements.
                                      F-2



                                  GenoMed, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                   The Years Ended December 31, 2003 and 2002
      and the Period From Inception (January 3, 2001) to December 31, 2003

                                                   Year Ended     Year Ended    Inception to
                                                  December 31,   December 31,   December 31,
                                                      2003           2002           2003
                                                  ------------   ------------   ------------

Revenue                                           $      6,410   $          -   $      6,410
                                                  ------------   ------------   ------------
Operating expenses:
   Research and development                                  -              -        333,264
   Selling, general and administrative expenses      1,219,757      1,511,421      2,910,510
                                                  ------------   ------------   ------------
                                                     1,219,757      1,511,421      3,243,774
                                                  ------------   ------------   ------------
(Loss) from operations                              (1,213,347)    (1,511,421)    (3,237,364)
                                                  ------------   ------------   ------------
Other expense:
  Impairment of web site                                     -          6,939          6,939
  Interest                                              86,000         63,126        153,126
                                                  ------------   ------------   ------------
                                                        86,000         70,065        160,065
                                                  ------------   ------------   ------------
Net (loss)                                        $ (1,299,347)  $ (1,581,486)  $ (3,397,429)
                                                  ============   ============   ============

Per share information - basic and fully diluted:
  Weighted average shares outstanding              122,830,727    120,310,000    249,538,105
                                                  ============   ============   ============
  Net (loss) per share                            $      (0.01)  $      (0.01)  $      (0.01)
                                                  ============   ============   ============

      See the accompanying notes to the consolidated financial statements.
                                      F-3



                                  GenoMed, Inc.
                          (A Development Stage Company)
               Consolidated Statement of Stockholders' (Deficit)
      For the Period From Inception (January 3, 2001) to December 31, 2003


                                                                                 (Deficit)
                                                                                Accumulated
                                                        Additional  Subscribed   During the
                                     Common Stock         Paid in     Common    Development
                                  Shares      Amount      Capital     Shares       Stage         Total
                                -----------  ---------  ----------  ----------  -----------  ------------
Beginning balance                         -  $       -  $        -  $        -  $         -           $ -

Common shares issued for cash
  at $.00002 per share during
  January 2001                  500,000,000     10,000           -           -            -        10,000
Common shares issued for
  services at $.00002 per
  share during March 2001       103,810,000      2,076           -           -            -         2,076
Contribution to capital                   -          -         500           -            -           500

Return of common shares in
  November 2001                (500,000,000)         -           -           -            -             -

Common shares issued for the
  acquisition of subsidiary
  at $.005 per share during
  November 2001                  12,500,000     12,500      50,000           -            -        62,500
Unissued common shares
  related to the acquisition
  of subsidiary at $.005 per
  share during November 2001              -          -           -     187,500            -       187,500
Stock compensation for
  unissued shares earned by
  consultant                              -          -           -      40,000            -        40,000
Reclassification of paid in
  capital to adjust par value
  of common shares                        -     50,500     (50,500)          -            -             -
Net (loss) for the period                 -          -           -           -     (516,596)     (516,596)
                                -----------  ---------  ----------  ----------  -----------  ------------
Balance at December 31, 2001
  (Restated)                    116,310,000     75,076           -     227,500     (516,596)     (214,020)

Stock options issued to
  settle employment contract              -          -     144,000           -            -       144,000
Stock options issued for
  services                                -          -     351,000           -            -       351,000
Issuance of shares
  subscribed for                  4,000,000      4,000     236,000     (40,000)           -       200,000
Contribution of value of
  unissued shares related to
  acquisition                             -          -     187,500    (187,500)           -             -
Reclassification of amount
  due to shareholder                      -          -     (46,023)          -            -       (46,023)
Reclassification of paid
  in capital                              -     41,234     (41,234)          -            -             -
Stock compensation for
  unissued shares earned by
  advisory board                          -          -           -       3,000            -         3,000
Unissued shares due pursuant
  to private placement for
  cash at $.013 per share                 -          -           -      10,000            -        10,000
Net (loss) for the year                   -          -           -           -   (1,581,486)   (1,581,486)
                                -----------  ---------  ----------  ----------  -----------  ------------
Balance at December 31, 2002    120,310,000    120,310     831,243      13,000   (2,098,082)   (1,133,529)

Stock compensation for
  unissued shares earned by
  advisory board                          -          -           -      12,000            -        12,000
Issuance of subscribed shares       769,231        769       9,231     (10,000)           -             -
Value of variable price
  stock options                           -          -     912,000           -            -       912,000
Common shares issued for cash
  at $.01 per share                 187,500        188       1,312           -            -         1,500
Common shares issued for cash
  at $.015 per share              1,666,667      1,667      23,333           -            -        25,000
Common shares issued for cash
  at $.02 per share               2,364,962      2,365      42,635           -            -        45,000
Discount on shares issued
  to affiliate                            -          -      11,950           -            -        11,950
Common shares issued
  as commission                     116,667        116        (116)          -            -             -
Common shares issued for
  services at $.02 per share         91,000         91       1,729           -            -         1,820
Common shares issued for
  services at $.03 per share        185,000        185       5,365           -            -         5,550
Net (loss) for the year                   -          -           -           -   (1,299,347)   (1,299,347)
                                -----------  ---------  ----------  ----------  -----------  ------------
Balance at December 31, 2003    125,691,027  $ 125,691  $1,838,682  $   15,000  $(3,397,429) $ (1,418,056)
                                ===========  =========  ==========  ==========  ===========  ============

      See the accompanying notes to the consolidated financial statements.
                                      F-4



                                  GenoMed, Inc.
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                   The Years Ended December 31, 2003 and 2002
      and the Period From Inception (January 3, 2001) to December 31, 2003

                                               Year Ended      Year Ended     Inception to
                                              December 31,    December 31,    December 31,
                                                  2003            2002            2003
                                              ------------    ------------    ------------
Cash flows from operating activities:
Net (loss)                                    $ (1,299,347)   $ (1,581,486)   $ (3,397,429)
 Adjustments to reconcile net (loss) to net
  cash (used in) operating activities:
 Depreciation and amortization                      28,893          29,022          59,037
 Common stock issued for compensation and
  other non cash items                             943,320         651,977       1,887,373
 Impairment of web site                                  -           6,939           6,939
 Increase (decrease) in other current
  assets                                                 -           4,217               -
 Increase (decrease) in accounts payable            (3,410)         37,921          47,322
 Increase in accounts payable and accrued
  expenses - affiliates                            257,482         168,549         515,481
                                              ------------    ------------    ------------
Net cash (used in) operating activities            (73,062)       (682,861)       (881,277)
                                              ------------    ------------    ------------

Cash flows from investing activities:
  Purchase of property and equipment                     -        (200,000)       (202,254)
  Investment in intangible asset - web site              -               -          (8,000)
                                              ------------    ------------    ------------
Net cash (used in) investing activities                  -        (200,000)       (210,254)
                                              ------------    ------------    ------------

Cash flows from financing activities:
  Increase in advances payable - affiliates              -         636,000       1,011,000
  Increase in advances payable                           -         (20,000)              -
  Contribution to capital                                -               -             500
  Proceeds from stock issuance                      71,500          10,000          91,500
                                              ------------    ------------    ------------

Net cash provided by financing activities           71,500         626,000       1,103,000
                                              ------------    ------------    ------------

Net increase (decrease) in cash                     (1,562)       (256,861)         11,469

Beginning - cash balance                            13,031         269,892               -
                                              ------------    ------------    ------------
Ending - cash balance                         $     11,469    $     13,031    $     11,469
                                              ============    ============    ============

Supplemental cash flow information:
  Cash paid for income taxes                  $          -    $          -    $          -
                                              ============    ============    ============
  Cash paid for interest                      $          -    $          -    $          -
                                              ============    ============    ============
Non cash investing and financing activities:
   Return of common shares for
     no consideration                         $          -    $          -    $          -
                                              ============    ============    ============
   Contribution of value of unissued
     shares to capital                        $          -    $    187,500    $    187,500
                                              ============    ============    ============

      See the accompanying notes to the consolidated financial statements.
                                      F-5



                                  GenoMed, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2003


Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on January 3, 2001 in the State of Florida as
e-Kids Network. The Company was formed along with 12 other commonly owned
companies in accordance with the March 6, 2001 Bankruptcy Court approved Amended
Plan of Reorganization of e-Miracle Network, Inc., United States Bankruptcy
Court, Southern District of Florida, Miami Division on March 6, 2001 (Case No.
00-18144-BKC-AJC So. Dist. Fla.) in which the debtors and shareholders of
e-Miracle Network, Inc. were issued shares of the Company's common stock and the
other 12 commonly owned companies. The Company had no revenue generating
operations and incurred only general and administrative expenses associated with
the development of a business plan. During October 2001 the Company changed its
name to GenoMed, Inc. The Company is in the development stage and its intent is
to conduct business as a biotechnology company. Prior to its decision to conduct
business in the biotechnology industry the Company had no defined business
activities. The Company has chosen December 31 as a year-end and had no
significant revenue generating activity from inception to December 31, 2003.

Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. All intercompany accounts and balances have been
eliminated in consolidation.

Reclassifications

Certain items previously reported in the prior year have been reclassified to
conform to current year presentation.

Revenue Recognition

The Company will recognize revenue from licensing and royalties. Revenues from
licensing agreements will be recognized over the term of the license agreements.
Revenues from royalties will be recognized when earned pursuant to the terms of
the royalty agreements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable, accrued expenses and notes payable. Fair values were assumed
to approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair values.

                                      F-6


Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards ("SFAS") 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 periods in which the Company incurs losses common stock
equivalents, if any, are not considered, as their effect would be anti dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Segment Information

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise and
Related Information." Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Web Site Development Costs

The Company's web site will comprise multiple features and offerings. It is
anticipated that the offerings will require future development and refinement.
In connection with the development of its site, the Company will incur external
costs for hardware, software, and consulting services, and internal costs for
payroll and related expenses of its technology employees directly involved in
the development. All hardware costs will be capitalized. Purchased software
costs will be capitalized in accordance with Statement of Position 98-1
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use". All other costs will be reviewed for determination of whether
capitalization or expense as product development cost is appropriate in
accordance with Statement of Position 98-1. At December 31, 2002 the Company
determined that the value of its web site was impaired and wrote off its
carrying value of $6,939.

Research and Development Costs

Research and development costs are charged to expense as incurred.

                                      F-7


Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments issued to other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in Accounting Principles
Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") but
disclose the pro forma effects on net income (loss) had the fair value of the
options been expensed. The Company has elected to continue to apply APB 25 in
accounting for its stock option incentive plans.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the following estimated useful lives:

                                            Years
                  Equipment                   7

Recent Pronouncements

In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS 150 changes the accounting guidance for certain
financial instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity by now requiring those instruments to be classified
as liabilities (or assets in some circumstances) on the balance sheet. Further,
SFAS 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS 150 in the first quarter of fiscal 2004 has not had a
material impact on the Company's financial position, results of operations or
cash flows.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS 149 amends SFAS 133 to
clarify the definition of a derivative and incorporate many of the
implementation issues cleared as a result of the Derivatives Implementation
Group process. This statement is effective for contracts entered into or
modified after June 30, 2003, and should be applied prospectively after that
date. The adoption of SFAS 149 has not had a material effect on the financial
statements.

In December 2002, the FASB issued SFAS 148 "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of SFAS 123." SFAS 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation from the
intrinsic value-based method of accounting prescribed by APB 25. As allowed by
SFAS 123, the Company has elected to continue to apply the intrinsic value-based
method of accounting, and has adopted the disclosure requirements of SFAS 123.
The Company currently does not anticipate adopting the provisions of SFAS 148.

                                      F-8


In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS 146 provides new guidance on the recognition
of costs associated with exit or disposal activities. The standard requires
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of commitment to an exit or disposal
plan. SFAS 146 supercedes previous accounting guidance provided by the EITF
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)." EITF Issue No. 94-3 required recognition of costs at the date
of commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Early application is permitted. The adoption of SFAS 146 by the Company has not
had a material impact on the Company's financial position, results of
operations, or cash flows.

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other things, this statement rescinds FASB Statement No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify those gains and losses. The provisions of SFAS 145 related to the
classification of debt extinguishment are effective for years beginning after
May 15, 2002. The adoption of SFAS 145 by the Company has not had a material
impact on the Company's financial position, results of operations, or cash
flows.

Note 2. ACQUISITION

During November 2001 (see below) the Company acquired all of the issued and
outstanding shares of Genomic Medicine, LLC ("LLC"), a development stage company
involved in research and development, with no revenue generating operations from
its current president (See Note 6). The business combination has been accounted
for as a purchase. The results of operations of LLC have been included in the
accompanying financial statements since the date of acquisition. In exchange for
the membership interest of LLC the Company issued 12,500,000 shares of its
common stock valued at $62,500 and agreed to issue an additional 37,500,000
shares of its common stock during May and November 2002 valued at $187,500. The
purchase price was allocated as follows:

         Cash                                        $      6,529
         Other current assets                               1,212
         Current liabilities                              (88,929)
         Purchased research and development               331,188
                                                     ------------
                                                     $    250,000
                                                     ============

The assets acquired and liabilities assumed were recorded at the historical
basis of LLC. The excess of the purchase price paid over the value of the assets
acquired of $331,188 has been recorded as purchased research and development,
for which feasibility had not been established and which had no alternative
future uses, and has been charged to operations.

                                      F-9


The following pro forma (unaudited) information assumes that the acquisition
took place at the beginning of the period presented.

                  Net sales                          $          -
                  Net (loss)                         $   (617,784)
                                                     ============
                  Net (loss) per share: -
                    Basic and fully diluted          $       (.00)
                                                     ============

The agreement was amended in March 2002 to reduce the purchase price to require
the issuance of 12,500,000 shares of common stock and the payment of $46,023 to
effect the acquisition (see Note 6). The reduction of the purchase price has
been recorded as a capital contribution at the date of the amendment.

In addition, pursuant to the terms of the agreement the Company was required to
provide working capital aggregating $1,000,000 to LLC. The Company has arranged
for loans to provide this working capital (see Note 4).

Note 3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

           Furniture and equipment                    $   202,254
           Less: accumulated depreciation                  57,976
                                                      -----------
                                                      $   144,278
                                                      ===========

Depreciation expense charged to operations was $28,893 in 2003 and $29,022 in
2002.

Note 4. ADVANCES PAYABLE - AFFILIATE

At December 31, 2003 the Company had outstanding advances aggregating
$1,000,000, which has been advanced to LLC, payable to an affiliated entity by
virtue of stock ownership in the Company (see Note 2). These advances are due on
demand. Interest of 8% per annum aggregating $86,000 and $63,081 has been
accrued on these advances during 2003 and 2002 and is included in accounts
payable and accrued expenses - affiliates at December 31, 2003.

On April 9, 2003 the Company converted these advances and $77,581 of accrued
interest (see Note 8) into a convertible promissory note in the amount of
$1,077,581. 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 the Company's 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 by the Company of a 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 the Company realizes 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 the Company's 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 the Company's 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.

                                      F-10


Note 5. STOCKHOLDERS' (DEFICIT)

Common Stock

At inception, the Company issued 500,000,000 shares of its common stock to its
president for cash aggregating $10,000.

During the periods covered by these financial statements the Company issued
shares of common stock for cash and non cash consideration, without registration
under the Securities Act of 1933. Although the Company believes that the sales
did not involve a public offering of its securities and that the Company did
comply with the "safe harbor" exemptions from registration, it could be liable
for rescission of the cash sales and other penalties if such exemptions were
found not to apply and this could have a material negative impact on the
Company. To date the Company is unaware of any violations.

During March 2001 the Company issued 103,810,000 shares of its common stock in
exchange for services valued at $2,076. This amount has been charged to
operations during 2001.

During September 2001 the Company affected a 50 for 1 forward stock split. All
share and per share amounts have been adjusted to reflect this split.

During November 2001 the Company's president returned 500,000,000 shares of
common stock to the Company for no consideration.

During November 2001 the Company issued 12,500,000 shares of common stock valued
at $62,500 and agreed to issue 37,500,000 shares of common stock valued at
$187,500 in exchange for the membership interest of LLC (see Notes 2 and 6).

Pursuant to the terms of a consulting contract the Company recorded a stock
subscription of $40,000 (see Note 6) at December 31, 2001.

During December 2002 the Company agreed to issue 769,231 shares of its common
stock pursuant to a private placement for cash received aggregating $10,000.
These shares were issued in March 2003.

During the year ended December 31, 2003 the Company issued shares of common
stock for cash aggregating $71,500 as follows:

         During March 2003: 187,500 shares for $1,500
         During May 2003: 1,666,667 shares for $25,000
         During November 2003: 1,832,481 shares for $35,000
         During December 2003: 532,481 shares for $10,000

                                      F-11


The shares issued in November and December included 1,064,962 shares issued to
the affiliate described in Note 5. These shares have been issued at a discount
to the fair market value of the shares of $11,950, which has been charged to
operations during the year.

During May through December 2003 the Company issued 392,667 shares of common
stock for services and commissions. The fair market value of the shares issued
for services of $7,370 has been charged to operations during the year.

Stock-based Compensation

During the year ended December 31, 2003 and 2002 the Company issued options to
purchase shares of common stock to two officers and certain other employees and
consultants. Compensation costs related to these options charged to operations
aggregated $912,000 and $495,000 during 2003 and 2002.

SFAS 123 requires the Company to provide proforma information regarding net
income and earnings per share as if compensation cost for the Company's stock
option plans had been determined in accordance with the fair value based method
prescribed in SFAS 123. The fair value of the option grants is estimated on the
date of grant utilizing the Black-Scholes option pricing model with the
following weighted average assumptions for grants during the year ended December
31 2002: expected life of options of 2 to 10 years, expected volatility of .344,
risk-free interest rate of 3% and no dividend yield. The weighted average fair
value at the date of grant for options granted during the year ended December
31, 2002 approximated $.01 per option. These results may not be representative
of those to be expected in future years. The pro-forma results of operations for
2003 are not materially different than the historical results of operations.

Under the provisions of SFAS 123, the Company's net income (loss) and earnings
(loss) per share would have been reduced (increased) to the proforma amounts
indicated below:

                                                        2002
                                                     ------------
Net (loss)
            As reported                              $(1,581,486)
            Proforma                                 $(1,692,486)
Basic and diluted (loss) per share
            As reported                              $  (.01)
            Proforma                                 $  (.01)


                                      F-12




A summary of stock option activity is as follows:

                                               Weighted     Weighted
                                    Number      average      average
                                        of     exercise         fair
                                    shares        price        value
                                ----------     --------     --------
  Balance at
    December 31, 2001                    -
  Granted                       47,278,100        $.003        $.040
  Exercised                              -            -            -
  Forfeited                              -            -            -
                                ----------     --------     --------
  Balance at
    December 31, 2002           47,278,100        $.003        .040
  Granted                          956,731        $.050        .010
  Exercised                              -            -            -
  Forfeited                              -            -            -
                                ----------     --------     --------
  Balance at
    December 31, 2003           48,234,831        $.004        $.040
                                ==========     ========     ========


The following table summarizes information about stock options at December 31,
2003:

                        Outstanding                            Exercisable
   ------------------------------------------------      -----------------------
                  Weighted      Weighted   Weighted
                   Average       Average    Average
   Exercise         Number   Contractual   Exercise            Number   Exercise
     Prices    Outstanding          Life      Price       Exercisable      Price
   --------    -----------   -----------   --------       -----------   --------

     $0.002     37,500,000    8.50 years     $0.002        37,500,000     $0.002
     $0.006      6,000,000    8.75 years     $0.006         6,000,000     $0.006
     $0.006      3,000,000    1.00 years     $0.006         3,000,000     $0.006
     $0.010        500,000    1.00 years     $0.010           500,000     $0.010
     $0.030        278,100    1.00 years     $0.030           278,100     $0.030
     $0.050        956,731    1.00 years     $0.050           956,731     $0.050
              ------------                                -----------
                48,234,831                                 48,234,831
              ============                                ===========

Note 6. COMMITMENTS

During August 2001 the Company entered into a five-year employment contract with
an officer. The contract calls for annual salary payments of $135,000 per year.
At December 31, 2003 the Company accrued $146,720 related to unpaid salary due
to this officer (see Note 8).

During November 2001 the Company entered into a five-year employment contract
with an officer effective on January 1, 2002. The contract called for annual
salary payments of $125,000. In addition, the officer was entitled to receive
5,000,000 shares of common stock payable at the end of each year of his
employment pursuant to the agreement. During October 2002 the Company and the
employee agreed to terminate the employment agreement. In exchange for
terminating the agreement the employee received options to purchase 6,000,000
shares of the Company's common stock at 20% of the closing price of the
Company's common stock on October 25, 2002. The Company charged the fair market
value of the options of $144,000 to operations during 2002.

                                      F-13


During November 2001 the Company entered into a one year consulting agreement
with Research Capital, which is automatically renewable for one year if not
cancelled by either party. Pursuant to the agreement the consultant agreed to
provide financial and public relations services to the Company and to provide
$1,000,000 in working capital (see Notes 2 and 4). In addition, the consultant
agreed to assist the Company in raising $5,000,000 through a private placement.
As consideration for the services the consultant agreed to accept $20,000 per
month payable in common shares of the Company. During February 2002 the
consultant agreed to accept 4,000,000 shares of the company's common stock as
payment in full for the consulting services. The shares issued were valued at
their fair market value of $.06 per share. The Company has recorded charges to
operations of $40,000 and $200,000 for the services provided in 2001 and 2002.
In addition, through December 31, 2003 this consultant had provided $1,180,657
in working capital loans (see Note 9). This agreement was not renewed. During
October 2003 the Company granted this entity the right to purchase $500,000 in
common stock through October 1, 2004 at a 40% discount from market price see
Notes 6 and 9). During November and December 2003 this entity purchased an
aggregate of 1,064,962 common shares for $20,000.

During January 2002 the Company entered into 3 contracts with individuals to
serve on its advisory board for 5-year terms. The contracts call for the payment
of an aggregate of 50,000 common shares to be issued to these individuals upon
the signing of the contracts, 250,000 common shares to be issued at the end of
the first year of the contracts and 300,000 common shares to be issued at the
end of the remaining 4 years of the contracts. The fair market value of the
shares to be issued will be charged to operations as follows:

     As to the 50,000 shares to be issued upon the signing of the contracts -
     during January 2002
     As to the shares to be issued annually - equal quarterly amounts over the
     year

During 2003 and 2002 the Company charged an aggregate of $12,000 and $3,000 to
operations related to the 600,000 common shares due for the year, which remain
unissued at December 31, 2003. The shares were valued at their fair market
value.

During March 2002 the Company 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
the 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. During 2003 and 2002 the
Company charged an aggregate of $900,000 and $300,000 to operations related to
these options.

In addition, this officer was granted a performance option to purchase up to
100,000,000 common shares for a period of 10 years at an exercise price of 20%
of the fair market value of the common stock on the exercise date. The
performance options will only be granted to the officer upon the occurrence of
future specified events. The discount from the fair market value of the common
stock related to the performance options will be charged to operations at such
time as they are earned.

During January 2002, the Company finalized an agreement with DNAprint Genomics,
in which the Company agreed to purchase certain genotyping equipment from Orchid
Biosciences and place such equipment at DNAprint Genomics' facilities. DNAprint
Genomics is required to provide the Company with at least 3 million genotypes
during the first year of the agreement. The Company will provide DNAprint
Genomics with DNA specimens for genotyping. The Company is required to pay
DNAprint Genomics: (a) Within 30 days from DNAprint Genomics' request, a sum
equal to $0.40 per determined and transferred genotype; and (b) if the Company
realizes a net profit that exceeds $10,000,000 which was directly or indirectly
enabled by compositions of matter produced under the terms of the agreement, the
Company is obligated to provide DNAprint Genomics with a royalty of 5% on
realized net profits.

                                      F-14


On September 5, 2003, the Company entered into an agreement with PhenoMed, Sdn
BHd (a development stage company with no significant assets, liabilities or
operations), doing business as PhenoMed, a Malaysian corporation. This agreement
provides that:
     o    PhenoMed will have the exclusive rights to offer the Company's genomic
          medical technologies and disease management therapeutics to customers
          in the Asia Pacific region;
     o    The Company will license to PhenoMed all necessary technology, know
          how, and processes required for PhenoMed to implement the Company's
          disease management program throughout the region;
     o    The Company and PhenoMed agree to share equally (50-50) in the net
          profits obtained from the licensing and sale of the disease management
          services and related services sold anywhere throughout the Asia -
          Pacific region;
     o    Genotyping services provided by the Company to PhenoMed will be priced
          at $0.50 per genotype;
     o    Any of PhenoMed third party genotyping contracts will abide by the
          contracted royalty payment and transfer terms the Company has made
          with any of our genotyping subcontractors;
     o    PhenoMed will grant the Company 15% of the common equity in PhenoMed.

Note 7. INCOME TAXES

The Company accounts for income taxes under SFAS 109, which requires use of the
liability method. SFAS 109 provides that deferred tax assets and liabilities are
recorded based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the currently enacted tax rates applied
to taxable income in the periods in which the deferred tax assets and
liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

         Income tax provision at
          the federal statutory rate                34 %
         Effect of operating losses                (34)%
                                                   -----
                                                     -

As of December 31, 2003, the Company has a net operating loss carryforward of
approximately $2,000,000. This loss will be available to offset future taxable
income. If not used, this carryforward will expire in 2023. The deferred tax
asset relating to the operating loss carryforward of approximately $680,000 has
been fully reserved at December 31, 2003. The principal difference between the
net loss for book purposes and income tax purposes results from the value
charged to operations for stock options of approximately $1,400,000.

Note 8. SUBSEQUENT EVENTS

During January 2004 the Company entered into a stock sale agreement with
Advanced Optics Electronics, Inc. (AOE) whereby AOE would purchase an aggregate
of $900,000 in common stock of the Company at a discount of 25% from the average
closing bid price of the Company's common stock for the month of December 2003.
Pursuant to this agreement the Company issued 33,364,230 shares of common stock
during the period from January to March 2004.

                                      F-15


During March 2004 the Company entered into a ten year letter of interest with
Pierpoint Investments SA (Pierpoint) whereby Pierpoint indicated interest in the
purchase of $500,000 to $2,000,000 of shares of the Company's common stock per
year at the 30 day average of the bid and ask price less a 25% discount with
warrants exercisable at the 30 day average bid and ask price less a 40%
discount. During the first year the interest is to purchase $225,000 of common
shares at $.045 per share and an additional $275,000 of shares at the 30 day
average bid and ask price less a 25% discount. By investing $225,000 Pierpoint
will be eligible to receive 5,000,000 two year warrants exercisable at the 30
day the average bid and ask price less a 50% discount. Should the initial
$225,000 be received by the Company an affiliate of Pierpoint will be eligible
to purchase $250,000 in common shares of the Company at $.045 per share and
receive 5,555,556 two year warrants exercisable at 30 day the average bid and
ask price less a 50% discount. By investing $500,000 in the first year Pierpoint
will be eligible for at total of 40,000,000 warrants including the 5,000,000
warrants discussed above. Pursuant to this letter of interest, through April 5,
2004 the Company issued an aggregate of 3,071,114 shares of common stock for
cash aggregating $138,200.

During January and March 2004 Research Capital purchased an aggregate of
10,716,327 shares of common stock pursuant to the agreement described in Note 6
for cash aggregating $480,000. Research Capital also forgave $1,000,000 of the
note payable described in Note 4 and contributed the balance to the capital of
the Company as a result of the funding described above. In addition, $153,081 in
accrued interest and $180,657 in other advances were converted into 12,737,995
shares of common stock.

During March 2004 the Company agreed to adjust the salary of its president to
$183,907 per annum with $48,907 being paid in cash and the balance being paid in
common shares of the Company with a 50% discount from the average closing price
of the 30 day trading period prior to issuance.

During the period from January to April 5, 2004 the Company issued an aggregate
of 1,869,231 shares of common stock for cash of $46,962 in addition to the
shares described above.

                                      F-16



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

There have been no disagreements with accountants on accounting and financial
disclosure.

Item 8A. Controls and Procedures.

As of December 31, 2003, an evaluation was performed under the supervision and
with the participation of our management, including our Chief Executive Officer
and Principal 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 Principal Financial
Officer, concluded that our disclosure controls and procedures were effective as
of December 31, 2003.

There have been no significant changes in our internal control over financial
reporting during the fiscal year ended December 31, 2003, or subsequent to
December 31, 2003, that have materially affected or are reasonably likely to
materially affect, our internal control over financial reporting.


                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS
Our Board of Directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill vacancies. Each director
shall be elected for the term of one year, and until his successor is elected
and qualified, or until his earlier resignation or removal. Our bylaws provide
that we have at least one director. Our directors and executive officers are as
follows:

The names and ages of our executive officers and directors as of December 31,
2003:

        Name             Age          Position         Current term  to expire
--------------------- -------- ----------------------- -----------------------
David W. Moskowitz       51    President, Chief              February 2005
                               Executive Officer,
                               Chairman, Chief Medical
                               Officer, Chief
                               Financial Officer,
                               Chief Accounting Officer,
                               Treasurer
--------------------- -------- ----------------------- -----------------------
Richard A. Kranitz       60    Secretary/Director            February 2005
--------------------- -------- ----------------------- -----------------------
Peter C. Brooks          51    Director                      February 2003*
--------------------- -------- ----------------------- -----------------------
* Mr. Brooks tendered his resignation as our Director on February 21, 2003.

Dr. David W. Moskowitz has been our Chairman of the Board and Chief Medical
Officer since our inception in November 2001. Since October 22, 2002, Dr.
Moskowitz has been our President, Chief Executive Officer, Chief Financial
Officer, and Chief Accounting Officer. From February 2001 to October 2001, Dr.
Moskowitz was the President and Chief Executive Officer of Monopath, LLC, a
medical genomics company registered as a limited liability company in Delaware.
From February 1998 to January 2001, Dr. Moskowitz was the founder and President
of DzGenes, LLC, a Biotechnology company located in St. Louis, Missouri. From
January 1990 to June 1998, Dr. Moskowitz was an Assistant Professor with the
Department of Pharmacological and Physiological Science, St. Louis University
School of Medicine, located in St. Louis, Missouri. From July 1987 to June 1998,
Dr. Moskowitz was an Assistant Professor with the Nephrology Division of the
Department of Internal Medicine at the St. Louis University School of Medicine
located in St. Louis, Missouri. In 1974, Dr. Moskowitz graduated Summa Cum Laude
from Harvard College with a degree in Chemistry. In 1976, Dr. Moskowitz
graduated with First Class Honours from Merton College, Oxford University with
an Honours B.A. degree in Biochemistry. In 1983, he took his M.A. from Oxford
University. In 1980, Dr. Moskowitz received an MD degree from Harvard Medical
School-MIT Division in Health Sciences and Technology where he graduated Cum
Laude.

                                      -32-



Richard A. Kranitz has been our Corporate Secretary and one of our Directors
since December 2, 2001. Since 1970, Mr. Kranitz has been an attorney in private
practice with concentration in the areas of securities, banking and business
law. In 1969, Mr. Kranitz graduated from the University of Wisconsin Law School
with a Juris Doctor Degree. In 1966, Mr. Kranitz graduated from the University
of Wisconsin with a BS degree in Political Science. Since 1990, Mr. Kranitz has
been a Director of Grafton State Bank, a subsidiary of Merchants & Manufacturers
Bancorporation (symbol: MMBI). Since January 1990, Mr. Kranitz has been a
Director of Harp & Eagle, Ltd. (symbol: HARP). Since March 2000, Mr. Kranitz
has been a Director of Mentor Capital Consultants, Inc., (symbol MCAP).

Directors serve for a one year term. Our Bylaws state: the number of directors
of the corporation shall be not less than one (1) nor more than fifteen (15),
the number of the same to be fixed by the Board of Directors at any annual or
special meeting. Each director shall hold office until the next annual meeting
of stockholders and until such director's successor shall have been duly elected
and shall have qualified, unless such director dies sooner, resigns or is
removed by the stockholders at any annual or special meeting.

Former Director
Peter C. Brooks, 49, had been one of our Directors from November 9, 2001 to
February 21, 2003, when he tendered his resignation to us. Mr. Brooks'
resignation as our Director was not in connection with or relating to our
operations, policies, or practices. Mr. Brooks' resignation as a director was
not in connection with any disagreement with management. From 1997 to present,
Mr. Brooks has been the founding partner of CornerStone Partners, an investment
management firm. From 1981 to 1997, Mr. Brooks was the founder/owner of Naushon
Capital, LLC located in Boston, Massachusetts, a private equity investment firm.
In 1974, Mr. Brooks graduated form Harvard College with a BA Degree in Chinese
History. In 1979, Mr. Brooks graduated from Stanford University with a Master of
Business Administration degree and a Master of Arts in Administration Policy
Analysis.

Scientific Advisory Board
We have a Scientific Advisory Board for which we intend to have meetings at our
offices or by telephone conferencing approximately four times a year. The
purpose of the Scientific Advisory Board is to advise us on current projects and
trends in the scientific community. Our Scientific Advisory Board is composed of
the following:

Scott Williams, Ph.D., joined our Scientific Advisory Board on November 2, 2001.
Since December 1999, Dr. Williams has been an Adjunct Research Associate
Professor in the Department of Pediatrics of Vanderbilt University located in
Nashville, Tennessee. Since July 1997, Dr. Williams has been an Associate
Professor at the Department of Microbiology of Meharry Medical College located
in Nashville, Tennessee. Since March 1997, Dr. Williams has been a Co-Director
of the Computational Biology Core Facility at Meharry Medical College. From July
2000 to June 2001, Dr. Williams was a Visiting Scientist at the Montreal Genome
Centre of the Montreal General Hospital Research Institute located in Montreal,
Quebec Canada. In May 1981, Dr. Williams received his PhD degree in Biology from
Washington University. In May 1975, Dr. Williams received a BA Degree in
Political Science from the University of Texas.

Jason Moore joined our Scientific Advisory Board on January 16, 2002. Since
January 1999, Dr. Moore has been an Assistant Professor in the Human Genetics
Program at Vanderbilt University Medical School located in Nashville, Tennessee.
From September 1993 to December 1998, Dr. Moore was a Graduate Assistant at the
University of Michigan in the Department of Human Genetics. In September 2001,
Dr. Moore received the James V. Neel Young Investigator Award from the
International Genetic Epidemiology Society regarding the development of a new
computational approach, symbolic discriminate analysis, for the analysis of high
dimensional genetic data. Dr. Moore received the following degrees from the
University of Michigan located in Ann Arbor, Michigan: (a) in April 1999, a PhD
Degree in Human Genetics; (b) in April 1998, a MA Degree in Applied Statistics;
and (c) in April 1994, an MS Degree in Human Genetics. In August 1991, Dr. Moore
received a BS Degree in Biological Sciences from Florida State University.

                                      -33-



Sergei Danilov, M.D., Ph.D., joined our Scientific Advisory Board on December
11, 2002. Dr. Danilov is an expert on the angiotensin I-converting enzyme (ACE).
From 1995 to present, Dr. Danilov has been employed as a Research Assistant
Professor at the University of Illinois Medical School. Between 1986 and 1993,
Dr. Danilov was the Deputy Director of the Cell Biology Department of the
National Cardiology Research Center in Moscow, Russia, where he developed
certain monoclonal antibodies against ACE. Dr. Danilov is the author of over 80
journal articles, of which 56 relate to ACE. In 1980, Dr. Danilov received his
Ph.D. Degree in Pharmacology from the National Cardiology Research Institute
located in Moscow, Russia. In 1975, Dr. Danilov received his M.D. Degree from
the Medical Institute, now known as the Russian Medical University, located in
Moscow, Russia.

Frank Johnson, M.D., joined our Scientific Advisory Board on September 3, 2002.
From 1989 to present, Dr. Johnson has been a Professor of Surgery at St. Louis
University School of Medicine, and Chief of Surgery at the St. Louis VA Medical
Center. In 1964, Dr. Johnson received a BA degree in Biology from the University
of Minnesota located in Minneapolis, Minnesota, where he graduated with Phi Beta
Kappa honors. In 1967, Dr. Johnson received his M.D. degree from the University
of Minnesota. From 1967 to 1977, Dr. Johnson trained in general and oncologic
surgery at UCLA, the University of Washington in Seattle, and the University of
Colorado in Denver. He spent four years as a Surgical Research Fellow, from 1975
to 1979, first at the University of California, San Francisco, and then at the
Memorial Sloan-Kettering Cancer Center in New York. Dr. Johnson is the author of
over 200 journal articles and is on the editorial boards of 6 surgical journals.

Masakazu Kobayashi, Ph.D., joined our Scientific Advisory Board on November 5,
2001. Since 1970 Dr. Kobayashi has been the Senior Vice President and Director
of Research at Fujisawa Research Institute of America, a Research Pharmaceutical
firm located in Evanston, Illinois. Dr. Kobayashi specialized in the fields of
organic chemistry, signal transduction, and immunology. In 1970, Dr. Kobayashi
received his M.S. degree in Chemistry and in 1991 his Ph.D. in Chemistry from
Kwansei Gakuin University located in Japan. From February 1983 to July 1984, Dr.
Kobayashi was a Visiting Researcher at the University of California-Irvine where
he studied Biochemistry and Immunology.

Geoffrey Boner, M.B.B.Ch., joined our Scientific Advisory Board on December 26,
2002. Geoffrey Boner was born in South Africa and graduated from Witwatersrand
Medical School in 1960. Has been living in Israel ever since. He was registered
as a Nephrologist in 1972, after completing training at the Sheba (Tel Hashomer)
Medical Center and after a clinical fellowship in the Renal section of the
Wisconsin University Hospital in Madison, Wisconsin. In 1969-76, he established
a dialysis unit and clinical section in a peripheral hospital in Israel. From
1976-02, he worked in the Rabin Medical Center, affiliated with Tel Aviv
University, initially as head of the Renal Failure Unit and since 1992 as head
of the Institute of Hypertension and Kidney Diseases. He retired as an Associate
Professor in 2002. He has written over 150 original articles, case reports and
review articles. Dr. Boner has served as President of the Israel Society of
Nephrology and Hypertension, Secretary of the Israel Society of Hypertension,
Chairman of the Israeli examining board in Nephrology and at present is the
Chairman of the subcommittee for renal transplantation at Israel Transplant. He
was Secretary General of the 12th International Congress of Nephrology held in
Jerusalem in 1993. His main interests at the moment are in mechanisms of
progression of chronic renal disease, its prevention, and more especially
diabetic nephropathy.

SIGNIFICANT EMPLOYEES
Apart from our Chief Executive Officer, Chief Medical Officer, Chairman of the
Board, President, Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer David Moskowitz, we have no other employees.

FAMILY RELATIONSHIPS
There are no family relationships among our officers and directors.

LEGAL PROCEEDINGS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the our executive
officers, directors and persons who beneficially own more than 10% of
our common stock to file initial reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by SEC regulations
to furnish us with copies of all Section 16(a) forms filed by such persons.

Based solely on our review of such forms furnished to us and representations
from certain reporting persons, we believe that all filing requirements
applicable to our executive officers, directors and more than 10% stockholders
were complied with during the most recent fiscal year, ended December 31, 2003.

                                      -34-



Item 10. Executive Compensation

The following table sets forth summary information concerning the compensation
received for services rendered to it during the current year and the years ended
December 31, 2001 2002 and 2003 respectively by our only executive officer who
received aggregate compensation during our last fiscal year which exceeded, or
would exceed on an annualized basis, $100,000.


---------------------------------------------------------------------------------------------------
                           SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------
                                                        Long Term Compensation
                                                      ------------------------
                             Annual Compensation               Awards           Payouts
                       -----------------------------  ------------------------  -------
                                                      Restricted   Securities
Name and                                Other Annual    Stock      Underlying    LTIP     All Other
Principle               Salary   Bonus  Compensation   Award(s)   Options/SARs  Payouts  Compensation
Position         Year    ($)      ($)       ($)          ($)          (#)         ($)         ($)
---------------  ----  --------  -----  ------------  ----------  ------------  -------  ------------
David Moskowitz
Chairman         2001  $ 55,417                                    137,500,000
of the Board                                                        options -
                 2002  $135,000     0         0            0           See          0           0

                 2003  $135,000                                     footnote*


Jerry White
Prior President/ 2002  $ 75,520.84  0         0            0         6,000,000      0           0
CEO                       See                                      options -
                       footnote**                                     See
                                                                   footnote**
-----------------------------------------------------------------------------------------------------
* On March 18, 2002, we entered into an agreement with our Chairman of the
Board, Dr. David Moskowitz, in which we granted officer options to Dr. Moskowitz
to purchase 37,500,000 shares of our common stock at an exercise price of 20% of
the fair market value of the common stock on the exercise date. The options may
be exercised after May 6, 2002 for a period of ten years as to 12,500,000
options and after November 6, 2002 for a period of ten years as to 25,000,000
options. In addition, Dr. Moskowitz was granted a performance option to purchase
up to 100,000,000 common shares for a period of ten years at an exercise price
of 20% of the fair market value of the common stock on the exercise date. The
performance options will only be granted to Dr. Moskowitz based upon the
occurrence of any of the following "Triggering Events:"
     o    Gross Profit Triggering Event - Dr. Moskowitz will be entitled to
          receive one option to purchase one share of our common stock for every
          one cent of gross profit we produce, up to a maximum of 100,000,000
          shares of our common stock; or
     o    Exchange Triggering Event - Dr. Moskowitz will be entitled to receive
          an option to purchase up to 100,000,000 shares of our common stock if
          we become listed and quoted on the NASDAQ Small Cap or the NASDAQ
          National Market Systems Exchange; or
     o    Sale Triggering Event - Dr. Moskowitz will be entitled to receive an
          option to purchase up to 100,000,000 shares of common stock if we are
          purchased or acquired  by a larger biotech firm for a minimum of
          $100,000,000 in value.

                                      -35-



We have no compensation committee or other board committee performing equivalent
functions. Dr. Moskowitz, our Chairman of the Board, and Mr. White, our previous
President and Chief Executive Officer who resigned on October 21, 2002,
participated in deliberations of our Board of Directors concerning executive
officer compensation.

We have an August 10, 2001 employment agreement with our Chairman of the Board,
David Moskowitz, providing for a $135,000 annual salary. This agreement expires
on August 15, 2003, but provides for unlimited automatic one year period
extensions.

** Our prior President/Chief Executive Officer, Jerry White, who resigned on
October 21, 2002, was granted options to purchase 6,000,000 shares of our
common stock according to the Settlement Agreement between Mr. White and us.

** Mr. White received $75,520.84 during 2002 as salary compensation until he
resigned on October 21, 2002.

** On November 15, 2001 we entered into a five year employment agreement with
our previous President/Chief Executive Officer, Jerry E. White, providing for a
$125,000 annual salary. The agreement provided that Mr. White was entitled to
receive 5,000,000 shares of our common stock payable at the end of each full
year of his employment. Because we employed Mr. White during 2001 as a
consultant for a total of only one and one-half months based on a verbal
agreement we had with Mr. White, he was not entitled to receive and, in fact,
did not receive any stock compensation during 2001. Mr. White was not scheduled
to receive his first 5,000,000 shares of our common stock until the end of
December 2002. On October 21, 2002, Mr. White resigned his position as
President/Chief Executive Officer. On October 25, 2002, we entered into a
Settlement Agreement with Mr. White whereby Mr. White was granted options to
purchase 6,000,000 shares of our common stock. The options may be exercised for
a period of ten years or until October 25, 2012 at an exercise price per share
of twenty percent of the average of the bid and ask of the common stock at the
close of business on October 25, 2002 which was $0.0265.

If no "Triggering Event" has occurred by November 9, 2006, we are not obligated
to grant the performance option.

Options/SAR Grants in Last Fiscal Year (2003)
---------------------------------------------
There were no Option/SAR Grants made during 2003, our last completed
fiscal year, to any of our executive officers.
--------------------------------------------------------------------------
                                   % of Total
                        Number      Options
Name and              Securities   Granted To    Exercise
Principle             Underlying    Employees       or         Expiration
Position               Options       in 2003    Base Price        Date
-------------------  ------------  ----------  ------------   ------------
David Moskowitz
Chairman of the
Board, President,
Principal Executive
Officer, Principal
Financial Officer,
Principal Accounting                                Not           Not
Officer                   0            0        applicable    applicable
-------------------  ------------  ----------  ------------   ------------
Richard Kranitz                                     Not           Not
Secretary/Director        0            0        applicable    applicable
--------------------------------------------------------------------------
TOTAL                     0            0
--------------------------------------------------------------------------


                                      -36-



Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
-------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------
           Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
-----------------------------------------------------------------------------------------------------
                                                       Number of Securities     Value of Unexercised
                                                      Underlying Unexercised       In-the Money
                              Shares        Value     Options/SARs at FY-End   Options/SARs at FY-End
                            Acquired on   Realized      (#) Exercisable/          ($) Exercisable/
Name                       Exercise (#)      ($)          Unexercisable             Unexercisable
-----------------------------------------------------------------------------------------------------
David Moskowitz Chairman
of the Board, President,
Principal Executive
Officer, Principal
Financial Officer,         Not           Not
Principal Accounting       applicable    applicable       38,500,000 / 0         $308,500 / $0 (1)
Officer

Richard A. Kranitz         Not           Not               1,000,000 / 0          $31,000 / $0 (2)
Secretary, Director        applicable    applicable
-----------------------------------------------------------------------------------------------------
(1) The value of the unexercised in-the-money options at fiscal year end
(December 31, 2003) is calculated as follows: 1,000,000 are exercisable at
$0.006 per share; 37,500,000 are exercisable at 20% of the fair market value of
the common stock on the exercise date. The value of the common stock on December
31, 2003 was $0.037 per share. The options were not exercised, but had they
been, the value would have been as reflected above. In addition, Dr. Moskowitz
was granted a performance option to purchase up to 100,000,000 common shares for
a period of ten years at an exercise price of 20% of the fair market value of
the common stock on the exercise date. The performance options will only be
granted to Dr. Moskowitz based upon the occurrence of any of the following
"Triggering Events:" (1) Gross Profit Triggering Event - Dr. Moskowitz will be
entitled to receive one option to purchase one share of our common stock for
every one cent of gross profit we produce, up to a maximum of 100,000,000 shares
of our common stock; or (2) Exchange Triggering Event - Dr. Moskowitz will be
entitled to receive an option to purchase up to 100,000,000 shares of our common
stock if we become listed and quoted on the NASDAQ Small Cap or the NASDAQ
National Market Systems Exchange; or (3) Sale Triggering Event - Dr. Moskowitz
will be entitled to receive an option to purchase up to 100,000,000 shares of
common stock if we are purchased or acquired by a larger biotech firm for a
minimum of $100,000,000 in value. If no "Triggering Event" has occurred by
November 9, 2006, we are not obligated to grant the performance option. As of
December 31, 2003, Dr, Moskowitz had not been granted any of these performance
options; therefore, they are not included in the table.

(2) The options are exercisable at $0.006 per share; the value of the common
stock on December 31, 2003 was $0.037 per share. The options were not exercised,
but had they been, the value would have been as reflected above.

                                      -37-



Board Compensation
Other than provided above, our directors do not receive any compensation for
their services as directors, although some directors are reimbursed for
reasonable expenses incurred in attending board or committee meetings.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth the ownership of our Common Stock as of the date
of this Form 10-KSB by:
     o    Each shareholder known by us to own beneficially  more than 5% of our
          common stock;
     o    Each executive officer;
     o    Each director or nominee to become a director; and
     o    All directors and executive officers as a group.

                    Security Ownership of Beneficial Owners:
                   -------------------------------------------
Title of Class        Name & Address            Amount    Nature   Percent
--------------  --------------------------- ------------ -------- --------
Common          David W. Moskowitz           51,000,000*  Direct    29.24%
                909 S. Taylor Avenue
                St. Louis, Missouri

Common          Advanced Optics Electronics  33,364,230   Direct    19.13%
                8301 Washington Street
                Suite 5
                Albuquerque, New Mexico



                        Security Ownership of Management:
                   -------------------------------------------

Title of Class        Name & Address            Amount    Nature   Percent
--------------  --------------------------- ------------ -------- --------
Common          David W. Moskowitz           51,000,000*  Direct    29.24%
                909 S. Taylor Avenue
                St. Louis, Missouri

Common          Richard A. Kranitz            1,000,000** Direct     0.57%
                1238 12th Avenue
                Grafton, Wisconsin 53024
--------------  --------------------------- ------------ -------- --------
Total of Officers and Directors              52,000,000   Direct    29.81%
==========================================================================

*David Moskowitz's ownership consists of: (a) his ownership of 12,500,000 shares
of common stock; (b) 1,000,000 options to purchase 1,000,000 shares of our
common stock, the options of which are exercisable at $0.006 per share; and (c)
37,500,000 options to purchase 37,500,000 shares of our common stock, the
options of which are exercisable at 20% of the fair market value of the common
stock on the exercise date.

**Rich Kranitz's ownership consists of 1,000,000 options to purchase 1,000,000
shares of our common stock.

This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
187,716,591 shares of common stock outstanding as of March 18, 2004. There
are no pending or anticipated arrangements that we are aware of that may cause
a change in our control.

                                      -38-



Change in Control
We are not currently engaged in any activities or arrangements that we
anticipate will result in a change in our control.

Item 12. Certain Relationships and Related Transactions
On November 9, 2001 we issued 12,500,000 shares of our common stock to Dr. David
W. Moskowitz. The shares were issued to Dr. Moskowitz as the sole owner of
Genomic Medicine, LLC in accordance with the terms of the Agreement and Plan of
Exchange between us and Genomic Medicine, LLC, in which we acquired 100% of
Genomic Medicine, LLC and Genomic became our wholly owned subsidiary.

On October 25, 2002, we granted to our prior President/Chief Executive Officer,
Jerry White, options to purchase 6,000,000 shares of our common stock, in
accordance with a Settlement Agreement between Mr. White and us, regarding Mr.
White's prior employment with us.


Item 13.  Exhibits and Reports on Form 8-K
(a)  The following documents are filed as a part of this Report:

Financial Statements.
The following Financial Statements and Report of Independent Accountants are
contained in this Form 10-KSB

                                                                    Page in the
                                                                    Form 10-KSB
                                                                    -----------
Independent Auditors' Report - Stark Winter Schenkein & Co., LLP       F-1
Consolidated Balance Sheet - December 31, 2003                         F-2
Consolidated Statements of Operations
  For the Period From Inception (January 3, 2001)
  to December 31, 2003, the Year Ended December 31, 2003
  and the Period From Inception (January 3, 2001)
  to December 31, 2002                                                 F-3
Consolidated Statement of Stockholders' (Deficit)
  For the Period From Inception (January 3, 2001)
  to December 31, 2003                                                 F-4
Consolidated Statement of Cash Flows
  For the Period From Inception (January 3, 2001)
  to December 31, 2003, the Year Ended December 31, 2003
  and the Period From Inception (January 3, 2001) to
  December 31, 2002                                                    F-5
Notes to Consolidated Financial Statements                          F-6 to F-16


                                      -39-



Exhibits.

EXHIBIT
NUMBER   DESCRIPTION
------   -----------------------------------------------------------------------
2        In re: e-Miracle Network, Inc. - Amended Plan of reorganization*

3.1      Articles of Incorporation - E-Kids Network, Inc.*

3.2      Articles of Amendment of the Articles of Incorporation of
         E-Kids Network, Inc.*

3.3      Amended and Restated By Laws of GenoMed, Inc.*

10.1     Agreement and Plan of Exchange by and Between GenoMed, Inc. and Genomic
         Medicine, LLC and its sole owner*

10.2     Amendment to the Agreement and Plan of Exchange*

10.3     Agreement with Research Capital, LLC*

10.4     Amendment to Agreement with Research Capital, LLC*

10.5     Agreement with DNAPrint Genomics*

10.6     Agreement with Muna, Inc.*

10.7     Agreement with Sequence Sciences, LLC*

10.8     Agreement with Better Health Technologies, Inc.*

10.9     Employment Agreement with Jerry E. White*

10.10    Employment Agreement with David Moskowitz*

10.11    Option Agreement with David Moskowitz*

10.12    Scientific Advisory Board Agreement with Jason Moore*

10.13    Scientific Advisory Board Agreement with Scott Williams*

10.14    Scientific Advisory Board Agreement with Tony Frudakis*

10.15    Resignation of Jerry E. White**

10.16    Settlement Agreement with Jerry E. White**

10.17    Convertible Promissory Note dated April 9, 2003 payable to Research
         Capital, LLC***

10.18    Scientific Advisory Board Agreement with Frank Johnson***

10.19    Scientific Advisory Board Agreement with Sergio Danilov***

10.20    Scientific Advisory Board Agreement with Geoffrey Boner***

10.21    Stock Option Agreement with Peter C. Brooks***

10.22    Stock Option Agreement with David W Moskowitz***

10.23    Stock Option Award Letter to Jason Moore***

10.24    Stock Option Award Letter to Scott Williams***

10.25    Stock Option Award Letter to Tony Frudakis***

10.26    Stock Option Agreement with Richard A. Kranitz***

10.27    Agreement with Advanced Optics Electronics

10.28    Agreement with Pierpoint Investments

10.29    Agreement with E & E Communications

21       List of subsidiaries*

23       Consent of Stark Winter Schenkein & Co., LLP, Certified
         Public Accountants**

*Previously filed on April 4, 2002 - Form 10-SB Registration Statement
**Previously filed on October 31, 2002 - Form 10-12G/A
***Previously filed on May 6, 2003 - Form 10-KSB Annual Report

                                      -40-



(b)  Reports on Form 8-K
On March 18, 2004, we filed a form 8-K regarding the January 8, Stock Sale
Agreement we have with Advanced Optics Electronics


Item 14. Principal Accountant Fees and Services

Our Board of Directors reviews and approves audit and permissible non-audit
services performed by its independent accountants, as well as the fees charged
for such services. In its review of non-audit service fees and its appointment
of Stark Winter Schenkein & Co., LLP, as our independent accountants, the Board
of Directors considered whether the provision of such services is compatible
with maintaining independence. All of the services provided and fees charged by
Stark Winter Schenkein & Co., LLP in 2003 and 2002, were approved by the Board
of Directors.

Audit Fees
The aggregate fees billed by for professional services for the audit of our
annual financial statements of the Company and the reviews of the financial
statements included in our quarterly reports on Form 10-QSB for 2003 and 2002
were $14,500 and $26,000, respectively, net of expenses.

Audit-Related Fees
There were no other fees billed by our independent accountants during the last
two fiscal years for assurance and related services that were reasonably related
to the performance of the audit or review of our financial statements and not
reported under "Audit Fees" above.

Tax Fees
The aggregate fees billed during the last two fiscal years for professional
services rendered for tax compliance for 2003 and 2002 were $1,750 and $1,500,
respectively.

All Other Fees
There were no other fees billed by our independent accountants during the last
two fiscal years for products and services provided.

                                      -41-




                                   SIGNATURES

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

                      GenoMed, Inc.
                      (Registrant)

By /s/ David Moskowitz
David Moskowitz, Chairman of the Board, President, Principal Executive Officer,
                 Principal Financial Officer, Principal Accounting Officer

Date: April 20, 2004


     In accordance with the Exchange Act, 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/ David Moskowitz    Chairman of the Board                   April 20, 2004
David Moskowitz        President, Principal Executive
                       Officer, Principal Financial
                       Officer, Principal Accounting
                               Officer

/s/ Richard A. Kranitz                                         April 20, 2004
Richard A. Kranitz      Secretary/Director



                                      -42-`