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Genesis Bioventures Inc

Genesis Bioventures Announces 2004 Annual Report Delay and Releases Unaudited Preliminary 2004 Results

New York (ots/PRNewswire)

Genesis Bioventures, Inc. (AMEX:GBI)
(GBI) today reported that its Annual Report on Form 10-KSB for the
year ended December 31, 2004 was not filed by the deadline of Friday,
April 15, 2005. The Company expects to file the 2004 annual report on
or before May 15, 2005.
GBI explained that the delay in filing was caused by the
termination of the proposed merger with Corgenix Medical Corporation
(Corgenix) in January of 2005, which resulted in the collapse of a
merger associated financing. GBI was forced to identify new funding
sources based on a non-merger related structure. GBI has signed a
letter of intent in this regard.
The Company's accountants as well as its auditors would not
commence work on the year-end financial statements before past
payments were received. An agreement was reached whereby the
accountants would be engaged as auditors for the year-end financial
statements. The Company filed an extension through Form 12b-25 for
late filing of its year-end audited financial statements Form 10-KSB
on March 30, 2005. Subsequent to filing Form 12b-25, GBI's
accountants were found to be in a conflict of interest that would not
permit them to perform the audit.
It was impossible for the Company to engage another firm at such a
late date that did not have scheduling constraints and would be able
to complete a review and report on the financial statements within
the prescribed time period. GBI has now identified alternative
auditors and is proceeding to an engagement.
GBI also today released the following unaudited preliminary
financial information. The Company stressed that this information was
unaudited and had not yet been completed, but that it was not aware
of any issues that were likely to result in material adjustments to
the amounts reported upon completion of the 2004 audit.
    (Unaudited)                                        2004            2003
    Income Statement Data:
    Amortisation                                 US$1,869,108   US$1,880,315
    Loss on foreign exchange                           15,275         71,899
    Investor relations
      Stock-based compensation                        239,671        434,136
      Incurred                                          2,372         62,267
    Legal and accounting                              266,385        477,030
    Listing and share transfer fees                   100,879         82,925
    Management and consulting fees
      Stock-based compensation                         44,594         27,500
      Incurred                                        (39,300)       112,177
    Office and miscellaneous                           36,733         83,608
    Rent and occupancy costs                           56,499         86,875
    Salaries and benefits
      Stock based compensation                       (335,700)       388,550
      Incurred                                        412,129        548,020
    Telephone                                          16,609         15,791
    Travel and promotion                               53,900         41,476
    Research and development                          339,548        367,964
    Royalty fees                                        5,000
    Loss before other expense                      (3,083,722)    (4,707,746)
    Other income (expense)
      Other income                                     19,246        104,179
      Interest income                                                    744
      Interest and bank charges
        Incurred                                     (409,418)      (179,015)
        Amortisation of deemed discount            (1,196,042)      (262,317)
      Gain on debt settlements                            457        501,189
    Net loss                                    US$(4,669,479) US$(4,542,786)
    Net loss per common share, basic and diluted      US$0.15        US$0.17
    Weighted average common shares outstanding     30,225,365     27,201,652
    Balance Sheet Data:
    Current assets                                 US$59,389       US$92,905
    Total assets                                    7,820,948      9,027,588
    Current liabilities                             4,751,953      3,680,750
    Total liabilities                               4,751,953      3,680,750
    Shareholders' equity                            3,068,975      5,346,838
    The Company's net losses can be summarised as follows:
                                         2004          2003       Variances
    Loss before other income
     (expense)                    US$(3,083,722) US$(4,707,746) US$1,624,024
    Other income (expense)           (1,585,757)      164,960     (1,750,717)
                                    ------------- ------------- -------------
    Loss for the period           US$(4,669,479)  US$4,542,786   US$(126,693)
The loss before other income (expense) of US$3,083,722, a decrease
of US$1,624,024, compared to the 2003 loss of US$4,707,746, reflects
a lower  level of operating activity as a result of financing,
planning and executing  the proposed merger with Corgenix. The major
items contributing to the  decrease were as follows:
  • Investor relations are costs incurred by the Company for general financing services and investor relations. These costs of US$242,043 incurred in 2004 showed a reduction of US$254,360 compared to the previous years costs of US$496,403 due to reduced activity during 2004 primarily as a result of the merger and financing negotiations.
  • Legal and accounting costs of US$266,385 incurred in 2004 were lower by US$210,645 than the US$477,030 incurred in 2003 primarily due to the increased activity during 2003 planning and executing the documentation for the merger.
  • Management and consulting fees of US$5,294 incurred in 2004 were lower by US$134,383, than the US$139,677 incurred in 2003, as a result of reduced activity planning the merger.
  • Salaries and benefits incurred in 2004, of US$412,129, were US$135,891 less than US$548,020 incurred in 2003 due to reduction in personnel. Salaries and benefits, stock based compensation is as a result of variable accounting after the repricing of stock options to officers, directors and employees. During 2004 the decline in the Company's stock price resulted in a recovery of US$335,000, a reduction in cost of US$724,250 compared to the expense of US$388,550 incurred in 2003.
Other income (expense) amounting to US$1,585,757 in 2004
represented an increased cost of US$1,750,717 compared to other
income of US$164,960 earned  in 2003. The major items contributing to
this increased cost were as follows:
  • Interest and bank charges incurred and amortised, increased by US$1,164,308 for 2004 due to the increase in the beneficial conversion features and discounts related to equity instruments issued along with the promissory notes. The fair value of the equity instruments issued along with the promissory notes is amortised to interest expense over the term to maturity of the promissory notes.
  • Gain on debt settlements of US$457 for 2004 is a decrease of US$500,732 compared to the US$501,732 earned in 2003 in preparation for the financing anticipated relating to the proposed merger.
Loss per share was (US$0.15) for the year ended December 31, 2004
compared to (US$0.17) for 2003. The decrease in loss per share is due
to the  increased weighted average number of shares outstanding. The
weighted average  number of shares outstanding for the year ending
December 31, 2004 was  30,225,365 compared to 27,201,652 for 2003.
The Company's total assets as at December 31, 2004 was
US$7,820,948 compared to total assets of US$9,027,588 for 2003. The
decrease of  US$1,206,640 was primarily due to the amortisation of
the Company's medical  technology licenses of US$1,807,988 reduced by
a loan receivable granted to  Corgenix of US$470,000.
About Genesis Bioventures, Inc.
Genesis Bioventures, Inc. (GBI) is a biomedical development
corporation focusing on the development and marketing of novel
diagnostics. GBI's wholly owned subsidiary, Biomedical Diagnostics,
LLC, specialises in the development of cancer diagnostics. The first
product commercially available is the MSA as a screen for breast
cancer risk. Further information on testing can be found on GBI's
website. In addition, the Company has an equity interest in Prion
Developmental Laboratories, Inc., (PDL) which specialises in the
development of diagnostic tests to detect prion disease. PDL received
United States Department of Agriculture (USDA) approval for its
Chronic Wasting Disease (CWD) strip test. CWD is similar to Mad Cow
Disease but affects deer and elk. More information on PDL can be
accessed through GBI's website.
Statements in this press release that are not strictly historical
facts are "forward looking" statements (identified by the words
"believe", "estimate", "project", "expect" or similar expressions)
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements inherently involve risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements. Factors that would cause or contribute to
such differences include, but are not limited to, continued
acceptance of the Company's products and services in the marketplace,
competitive factors, changes in the regulatory environment, and other
risks detailed in the Company's periodic report filings with the
Securities and Exchange Commission. The statements in this press
release are made as of today, based upon information currently known
to management, and the company does not undertake any obligation to
publicly update or revise any forward-looking statements.


GBI Investor Relations, +1-604-542-0820,; Aurelius
Consulting Group, +1-800-644-6297,,