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19.09.2007 14:21

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Genesis Bioventures Letter To Shareholders

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The Company held its 2007 Annual Shareholders Meeting on Wednesday, September 12, 2007. This was the first shareholders meeting the Company has held since 2001. The measures we asked our shareholders to approve were a culmination of our efforts to complete the Company’s turn around and restructuring that we initiated last year. I am very pleased to announce that we received the Final Report of the Inspector of Election and that all of the measures put before our shareholders were approved. These results give us the mandate and the tools to accelerate our progress and create the biotechnology company we envisioned in our original corporate development plan. Each of the measures we asked our shareholders to approve was integral to completing our restructuring, which will enable the Company to achieve its business and financial targets. The proposals were as follows: Elect Management’s six nominated directors to hold office until the Company’s 2008 Annual Shareholders Meeting; Approve the ratification of the selection of the Company’s independent registered public accounting firm, Jaspers and Hall, P.C.; Approve the Company’s Reincorporation from New York to Nevada; Approve an amendment to the Certificate of Incorporation to change the Corporate Name to ABVIVA; Authorize a Reverse Stock Split of the Company’s Common Stock in the range of 7:1 to 20:1 as Determined in the Sole Discretion of the Company’s Board of Directors; Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 100,000,000 to 200,000,000 shares; and Approve the Company’s 2007 Consultant Stock Plan. The product and the commercial opportunities have not changed, and in fact are greater today than when the Company first acquired its breast cancer diagnostic business. We understood that to be successful there were four principal events we had to engineer: Reverse the trends of the past; Create a pedigree biotech company; Obtain adequate equity financing to commercialize our products and to sustain the operations to positive cash flow; and, Continue to execute our strategic plan. Douglas C. Lane Chairman, Board of Directors and Chief Executive Officer Since we began the turn around last year we have made substantial progress. Our primary operating focus is to commercialize our existing products. We relocated the Company to Los Angeles and we’ve reduced operating expenses by 46% over the same period last year. We have management experienced in diagnostics and therapeutics and have a new board of directors, advisory boards and governance controls. We set in place professional affiliates in corporate and securities law, finance and accounting, and investment banking. Over the past year we focused the Company on our breast cancer opportunities. We obtained an exclusive option to license the therapeutic rights to the complimentary breast cancer therapeutic technology for mammastatin. We negotiated the exclusive world wide rights to market, sell and distribute all of PDL’s products. We secured our first territory agent for the Pacific Rim, BioBDC. And, with PDL, we facilitated contract manufacturing of all of PDL’s products to provide an uninterruptible supply of product from an outstanding biotechnology firm. Fundamentally, we have created substantial value in the Company. However, we are cognizant that the value is not yet recognized by the market. The Company is positioned for commercialization and growth. The last step for us is to obtain adequate financing. We listened closely to our proposed equity investors and asked our shareholders to approve the initiatives we understand we must have in place to meet the requirements. And, we have acted to meet the following objectives: Reduce the Company’s outstanding debt by $2.3 million; The Company currently has $2.89 million of convertible debt and promissory notes. Our target is to have no more than $600,000 in debt and, where necessary, to extend the term of the remaining notes that are in default. These measures will facilitate an equity financing. The debt restructuring is in process. The Company has received debt conversion commitments of $850,000 to date. Recapitalize the Company to achieve an optimal capitalization structure after financing; The shareholders approved the measure to recapitalize the Company by authorizing a reverse stock split in the range of 7:1 to 20:1. Management requested this authorization not to implement an arbitrary reverse stock split to artificially increase the Company’s share price, but to give Management the flexibility to close a financing that we expect will require a recapitalization. Resolve the PDL asset freeze issue; Immediately after the Company learned PDL’s majority investor, Efoora, had its assets frozen by the SEC resulting from actions taken against three former Efoora founders, we petitioned the SEC to allow us to complete the acquisition. The SEC has been very helpful in addressing the underlying components in our proposal and recently sought, and received, a court order to approve a receiver to decide our acquisition proposal on behalf of Efoora. It is our understanding that the receiver has begun his review of our proposed acquisition of PDL and could reach his decision within a few months; Change the Company’s image: ABVIVA means "From Life”. We selected this name to memorialize our breast cancer focus and our commitment to the mammastatin technology. Mammastatin is naturally occurring in healthy women. In the clinical studies that were done on the Mammastatin Serum Assay it was demonstrated that the presence of mammastatin appears to have a protective effect that correlates to a lower incidence of breast cancer in women who have high or normal levels of the secreted protein, as measured by the MSA. This naturally occurring protein, Mammastatin, comes "From Life”. Our business focus is to make this technology available "For Life”. We intend to implement a public relations and public education campaign to tell the mammastatin story, and create a new and vibrant corporate image that can propel our commercialization plans and national access to the test for all women. Over the coming weeks there will be increased activity as we implement the measures the shareholders have approved. Many of these activities you will see in our public announcements and filings. Some of these activities will be continued internal development and won’t be visible to shareholders. However, we are adamant that we continue to be excited about the progress we have made and will be making, and about the Company’s future. We appreciate our shareholders continued support. And, we will continue to update our shareholders through conference calls, webcasts, press releases, public presentations, and public filings as we proceed. So, we now continue with our plan to reverse the trends of the past, create a pedigree biotechnology company, obtain adequate equity financing, and commercialize our products to achieve the revenue stage of our development. It has been a challenging but exciting time. Many unexpected events delayed our implementation. However, nothing in our recent past and nothing we foresee in our near future leads us to any other conclusion than we have a compelling business and commercial opportunity in our Company. We are committed to realize this vision and to work tirelessly for you, our shareholders, to see that our Company reaches the commercial success we all believe it can achieve. Douglas C. Lane Chairman, Board of Directors, And Chief Executive Officer September 19, 2007 Safe Harbor Statement This letter contains forward-looking statements that involve risks and uncertainties. This letter contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this letter and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; and (iii) the Company's growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," "promise," "seeking to," "negotiating to" and similar expressions and variations thereof are intended to identify forwardlooking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

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