SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  AMENDMENT NO. 1 TOFORM 10-KSB  Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934   x
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For Fiscal Year Ended December 31, 2004  [
        ]
        TRANSITION REPORT UNDER SECTION 13 OR 15{d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
        to   Commission File number333-63460  GENESIS REALTY GROUP, INC. (Name of small business issuer in its charter)   Delaware
        65-0908171(State or other jurisdiction of
incorporation or organization)
        (IRS Employer Identification No.)  135 East 57th Street, 26th Floor, NY, NY
        10022(Address of principal executive offices)
        (Zip Code)   (212) 406-4954 (Registrants telephone number, including area code)  1680 Michigan Avenue, Suite 1000 Miami Beach, Florida 33139 (Former name, former address and former fiscal year, if changed since last report)   Securities registered under Section 12(b) of the Exchange Act:
        None  Securities registered under Section 12(g) of the Exchange Act:
        Common Stock, $0.0001 par value          Indicate by check mark whether the registrant (1) has 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.




Yeso
        Nox

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained ,to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or an amendment to this Form 10-KSB.o



Revenues for year ended December 31, 2004: $0



Aggregate market value of the voting common stock held by non-affiliates of the registrant as of December 31, 2004, was: $0



Number of shares of the registrants common stock outstanding as of January 5, 2006 was: 19,580,393






Transfer Agent as of January 5, 2006, 2005:
        Corporate Stock Transfer & Trust Co.
3200 Cherry Creek Drive
Denver, Colorado 80209









































PART I






Item 1.
        Description of Business

Business Development. We were incorporated under the name i-RealtyAuction.com,Inc. in the State of Delaware on November 24, 1999 as a subsidiary ofi-Incubator.com, Inc. On August 16, 2001 we filed articles of amendment with the State of Delaware changing the of the company to Genesis Realty Group, Inc.



We have not been involved in any bankruptcy, receivership or similar proceeding. We have not been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.



BUSINESS OVERVIEW



We are a development stage company which intends to acquire, develop and manage residential and commercial property. We intend to engage in real estate projects in cooperation with strategic consultants, architects, general and subcontractors, and other specialists on a project by project basis. To date, we have not acquired, developed or managed any residential or commercial Real properties and have received no revenues. We may also engage in real estate projects by acquiring an existing real estate company or real estate management team.



Prior Business Model



We were initially incorporated to develop and operate an online auction web site that was dedicated to bringing together buyers and sellers of real estate. The website was located at www.i-realtyauction.com and served as a centralized auction for buyers and sellers to meet, negotiate sales, and finally consummate transactions directly, thereby bypassing the time and expense of intermediaries. Our goal was to create an integrated real estate site for individuals on both sides of the transaction, and thus would offer additional value added services through links to its strategic partners. We anticipated that we would have achieved this goal by growing through acquisitions of companies and businesses in complimentary industries. In addition to the auction, anticipated products to be offered through strategic partners would have included: loan services, insurance, appraisal, moving and shipping companies, interior
design specialists, content links for researching real property, and image hosting services for showing an item on line.



We do not intend to continue to maintain our auction web site.



Our corporate offices are located at 135 East 57th Street, 26th Floor, NY, NY 10022 and our telephone number is (212) 406-4954.



EMPLOYEES



We employ two people on a part-time basis. We will need to employ additional people to continue to implement our plan of operation. Our employees are not covered by a collective bargaining agreement, and we believe that our relationship with our employee is satisfactory.




Item 2.
        Description of Property

We currently use office space at 135 East 57th Street, 26th Floor, New York, NewYork 10022. The primary tenant is The Atlas Group of Companies, LLC, a related party, owned by Michael Farkas.



On February 1, 2001, the Company agreed to reimburse The Atlas Group of Companies, LLC (Atlas Group), a related party, $2,000 per month for operation and administrative expense. Atlas Group is owned by Michael D. Farkas. As of December 31, 2003, the expense incurred to this related party amounted to $14,000. The agreement was terminated as of August 1, 2003.





Item 3.
        Legal Proceedings

The Company is not presently parties to any litigation, nor to the Companys knowledge and belief is any litigation threatened or contemplated.




Item 4.
        Submission of Matters to a Vote of Security Holders

None.

PART II




Item 5.
        Market for Common Equity and Related Stockholder Matters

On April 13, 2005, there are over 100 shareholders of record of the Companys common stock. The Companys common stock is currently not available for trading on any nationally recognized exchange.



Dividends



The Company does not intend to retain future earnings to support the Companys growth. Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; the Companys earnings; financial condition; capital requirements; and other factors which the Board of Directors deems relevant.




Item 6.
        Managements Discussion and Analysis or Plan of Operation

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. Genesis Realty Group, Inc. is a development stage company. Because the Company has not generated any revenue, it intends to report its plan of operation below.



The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. The Companys actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.



The Companys operations have been devoted primarily to developing a business plan and raising capital for future operations and administrative functions. The Company intends to grow through internal development, strategic alliances, and acquisitions of existing businesses. Because of uncertainties surrounding its development, the Company anticipates incurring development stage losses in the foreseeable future. The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations.



PERIOD FROM NOVEMBER 22, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004



Our cumulative net losses since the inception are attributable to the fact that we have not derived any revenue from operations to offset our business development expenses.



Losses from operations since inception have amounted to $204,772 primarily consisting of accounting, legal, office general and the expense in retaining our domain name and development of our website.



YEAR ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003



Development stage losses during the year ended December 31, 2004 was $34,458 as compared to $45,545 for the period ended December 31, 2003.





Expenses for the year ended December 31, 2004 were primarily accounting ($13,250) in connection with our annual and quarterly regulatory filings. We also incurred expenses during the ordinary course of business such as office general fees ($2,411) and transfer agent fees ($977).



Expenses for the year ended December 31, 2003 were primarily accounting ($25,111) in connection with our annual and regulatory filings. We also incurred expenses dealing during the ordinary course of business such as office general fees ($28,000) and transfer agent fees ($1,509).



Liquidity and Capital Resources



Despite capital contributions and both related party and third party loan commitments, the company from time to time experienced, and continues to experience, cash flow shortages that have slowed the Companys growth.



The Company has primarily financed its activities from sales of capital stock of the Company and from loans from related and third parties. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs such as office expenses and various consulting fees.



For the year ended December 31, 2004, we incurred a net loss of $34,458. Our accumulated deficit since inception is $204,772. Such accumulated losses have resulted primarily from costs incurred in the purchase of our domain name and various professional fees.



The Company continues to experience cash flow shortages, and anticipates this continuing through the foreseeable future. Management believes that additional funding will be necessary in order for it to continue as a going concern. The Company is investigating several forms of private debt and/or equity financing, although there can be no assurances that the Company will be successful in procuring such financing or that it will be available on terms acceptable to the Company.











Item 7.
        Financial Statements



The financial statements of the Company, together with the report of auditors, are as follows:



GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



FINANCIAL STATEMENTS

FINANCIAL STATEMENTS AS OF DECEMBER 31,

2004 AND DECEMBER 31, 2003 AND FOR THE

YEARS ENDED DECEMBER 31, 2004 AND

2003 AND FOR THE PERIOD NOVEMBER 22, 1999

(DATE OF INCEPTION) THROUGH DECEMBER 31, 2004




GENESIS REALTY GROUP, INC.

(A Development Stage Entity)



TABLE OF CONTENTS






REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004 AND DECEMBER 31, 2003 AND FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE PERIOD NOVEMBER 22, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004




Balance sheets
        2


Statements of operations
        3


Statements of stockholders deficiency
        4-5


Statements of cash flows
        6-7

Notes to financial statements
        8-13

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and

Board of Directors

Genesis Realty Group, Inc.

(A Development Stage Company)

Miami, Florida



We have audited the  accompanying  balance sheets of Genesis Realty Group,  Inc. (a development  stage company) as of December 31,
 2004 and 2003 the related statement of operations,  change in stockholders' deficiency and cash flows for the years ended December
 31, 2004 and 2003 and for the period November 22, 1999 (date of inception) to December 31, 2004.  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 audit.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe the audit provides a reasonable basis for our opinion.



In our opinion,  the financial  statement  referred to above present fairly, in all material  respects,  the financial position of
Genesis  Realty Group,  Inc. as of December 31, 2004 and 2003,  and the result of its  operations and its cash flows for the years
ended December 31, 2004 and 2003 and for the period  November 22, 1999 (date of inception) to December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is a development stage company. The realization of a major portion of its assets is dependent upon its ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.





Seligson & Giannattasio, LLP

N. White Plains, NY

March 31, 2005, except for note 10
which date is December 29, 2005







GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



BALANCE SHEETS





The accompanying notes are an integral part of these financial statements.



-2-




GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



STATEMENTS OF OPERATIONS







The accompanying notes are an integral part of these financial statements.

-3-




GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERSThe accompanying notes are an integral part of these financial statements.   -4-





GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIENCY (continued)

















The accompanying notes are an integral part of these financial statements

-5-




GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



STATEMENTS OF CASH FLOWS







GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



STATEMENTS OF CASH FLOWS


YEARS ENDED
        FOR THE PERIODDECEMBER 31,
        NOVEMBER 22, 1999(DATE OF INCEPTION)OPERATING ACTIVITIES
        
        2004
        
        2003
        
        TO DECEMBER 31, 2004Net loss
        $
        (34,458)
        $
        (45,545)
        $
        (204,772)Adjustment to reconcile net loss to net cashused by operationsAmortization
        
        0
        
        0
        
        1,354Gain on investment
        
        0
        
        0
        
        (99,500)Changes in assets and liabilitiesIncrease (Decrease) in accounts payableand accrued expenses
        
        (17,484)
        
        45,504
        
        108,909(Increase) in organization costs
        
        0
        
        0
        
        (1,354)Increase (Decrease) in loans and advances-related party
        
        20,178
        
        5,570
        
        55,070Increase (Decrease) in accrued interest receivable
        
        (8,139)
        
        (10,181)
        
        (33,645)Net cash used by operating activities
        
        (39,903)
        
        (4,652)
        
        (173,938)INVESTING ACTIVITIESProceeds from investment
        
        0
        
        0
        
        100,000Note receivable
        
        0
        
        0
        
        0Net cash used for investing activities
        
        0
        
        0
        
        100,000FINANCING ACTIVITESProceeds from promissory notes
        
        47,800
        
        1,400
        
        50,700Proceeds from issuance of common stock
        
        0
        
        0
        
        31,200Net cash provided by financing activites
        
        47,800
        
        1,400
        
        81,900INCREASE (DECREASE) IN CASH
        
        7,897
        
        (3,252)
        
        7,962CASH, BEGINNING OF PERIOD
        
        65
        
        3,317
        
        0CASH, END OF PERIOD
        $
        7,962
        $
        65
        $
        7,962The accompanying notes are an integral part of these financial statements.

-6-







GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



STATEMENT OF CASH FLOWS (continued)





























The accompanying notes are an integral part of these financial statements.



-7-




GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS






1.
        ORGANIZATION

Genesis Realty Group, Inc. (the Company) was incorporated on November 22, 1999 under the laws of the State of Delaware. The Companys operations have been devoted primarily to structuring and positioning itself to take advantage of opportunities available in the internet industry. The Company intends to grow through internal development, strategic alliances and acquisitions of existing business. The Company has the authority to issue 100,000,000 shares of common stock and intends to develop an auction website devoted to selling real estate on the internet. The Company is a development stage company and has had limited activity.



The Company was a wholly owned subsidiary of I-Incubator.com, Inc. (Incubator), formerly known as Master Communication, Inc., a publicly trade company listed on the OTC Electronic Bulletin Board (OTCBB:INQU). It was spun-off by Incubator on January 10, 2002. Upon such spin-off, shareholders of Incubator received 0.1439 shares of the Company for each share of Incubator owned as of February 13, 2002. As a result of the spin-off and share distribution Atlas Equity Group, Inc., a related party, in which Michael D. Farkas is a beneficial owner, received 397,498 shares, representing 2% of the Companys outstanding common stock, The Farkas Group, Inc., in which Michael D. Farkas is a beneficial owner, received 237,435 shares representing approximately 1.2% of the Companys outstanding common stock, GSM Communication, Inc., in which Michael D. Farkas is a beneficial owner,
received 198,366 shares representing approximately 1% of the Companys outstanding common stock and Michael D. Farkas himself received 335,574 shares representing approximately 1.7% of the companys common stock. As a result of the spin-off, related parties received 1,168,873 shares or approximately 47% of the common shares outstanding on the date of the spin-off.






2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reporting period. Accordingly, actual results could differ from those estimates.



CASH AND CASH EQUIVALENTS



For purposes of reporting cash flows, the company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.



-8-





GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO FINANCIAL STATEMENTS



CARRYING VALUES



The Company reviews the carrying values of its long-lived and identifiable intangible assets for possible impairment. Whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable, the Company will reduce the carrying value of the assets and charge operations in the period the impairment occurs.




INCOME TAXES

The Company utilizes Statement of Financial Standards (SFAS) No. 109, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The accompanying financial statements have no provisions for deferred tax assets or liabilities.



NET LOSS PER SHARE



The Company has adopted SFAS No. 128 Earnings Per Share. Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed in a manner similar to the basic loss per share, except that the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of warrants, options, convertible debt and other such convertible instruments. Diluted earnings per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. Since the Company has incurred net losses for all periods, and since there are no convertible instruments, basic loss per share and diluted loss per share are the same.













-9-





GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO FINANCIAL STATEMENTS



FAIR VALUE OF FINANCIAL INSTRUMENTS



SFAS No. 107 Disclosures about Fair Value of Financial Instruments requires the disclosure of the fair value of financial instruments. The Companys management, using available market information and other valuation methods, has determined the estimated fair value amounts. However, considerable judgment is required to interpret market data in developing estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.



STOCK COMPENSATION



Stock based compensation is recognized using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, compensation expense for stock options is measured as the excess, if any, of the fair value of the Companys stock at the date of the grant over the amount an employee must pay to acquire the stock and is amortized over the vesting period. The Company has adopted the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation, which requires the company to disclose the pro forma effects on earnings and earnings per share as if SFAS No. 123 had been adopted.






3.
        DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

The Companys initial activities have been devoted to developing a business plan, structuring and positioning itself to take advantage of opportunities available in the internet industry and raising capital for future operations and administrative functions.



The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations.



The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, development stage losses from November 22, 1999 (date of inception) to December 31, 2004 aggregated $204,772. The Companys cash flow requirements during this period have been met by contributions of capital and debt financing. No assurance can be given that these sources of financing will continue to be available. If the Company is unable to generate profits, or unable to obtain additional funds for its working capital needs, it may have to cease operations.



The financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern.-10-





GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO FINANCIAL STATEMENTS






4.
        INCOME TAXES

No provisions for income taxes have been made because the Company has sustained cumulative losses since the commencement of operations. At December 31, 2004, the Company had net operating loss carryforwards (NOLs) of $204,772, which will be available to reduce future taxable income and expense through 2024.



In accordance with SFAS No. 109 the Company has computed the components or deferred income taxes as follows.




December 31,
2004
        December 31,
2003Deferred tax assets
        $    80,885
        $   67,274Valuation allowance
        (80,885)
        (67,274)Deferred tax asset, net
        $         -
        $         -



At December 31, 2004 and December 31, 2003, a full valuation allowance has been provided as realization of the deferred tax benefit is not likely.



The effective tax rate varies from the U.S. Federal statutory tax rate for both the periods ended December 31, 2004 and December 31, 2003, principally due to the following




U.S. statutory tax rate
        34%State and local taxes
        5.5Valuation allowance
        (39.5)Effective rate
        - %










-11-







GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO FINANCIAL STATEMENTS




5.
        ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2004 and December 31, 2003 consisted of the following:


December 31,
2004
        December 31,
2003Accounts payable
        $           9,249
        $         34,308Accrued expenses
        16,217
        11,750Accrued interest
        3,443
        335Total accounts payable and accrued expenses
        $        28,909
        $        46,394




6.
        NOTE PAYABLE

Through December 31, 2004, the Company executed notesaggregating a total of $56,270. These notes are short-term borrowings with maturities of less then one year with an interest rate of 10%.




7.
        NOTE RECEIVABLE

For the year ended December 31, 2003 the Company made loans to Incubator, its controlling shareholder in the amount of $20,178. The Company agreed to reduce the debt owed from I-Incubator to $0. The principal amount of $20,178 and the accrued interest receivable of $2,251 were forgiven on June 30, 2004. The Company recorded these transactions as a bad debt and included in other expense on the Statement of Operations.




8.
        STOCKHOLDERS EQUITY

On December 2, 1999 the Company issued 700,000 restricted common shares to I-Incubator.com, Inc. (Incubator), formerly known as Master Communication Corp. in consideration for services rendered in formation of the company valued at $700. I-Incubator is deemed to be a founder and affiliate of the Company.



On December 2, 1999, the Company issued 300,000 restricted common shares to Global Realty Management Group, Inc. (Global) in exchange for $30,000 and 500,000 shares of restricted common stock of Global. This investment was carried at cost at its original value of $500 until sold during the year ended December 31, 2000.



On October 10, 2000, the Company authorized a forward split of 5 to 1 on its
common stock. This transaction has been given retroactive effect to November 22,
1999.



-12-





GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO FINANCIAL STATEMENTS




8.
        STOCKHOLDERS EQUITY (Cont.)

On January 19, 2002 the Company entered into an agreement and plan of distribution (spin-off) with its parent company Incubator. Shareholders of Incubator received .1439 shares of the Companys common stock for each share of incubator. The spin-off resulted in 3,378 additional shares issued due to rounding.



On September 4, 2002 the Company authorized a reverse stock split of 2 to 1 on its common stock.



On October 5, 2002, as a result of the Share Purchase Agreement (the Purchase Agreement) entered into between the Company and Glick Global, Glick Global purchased 17,078,661 shares of common stock of the Company for an aggregate consideration of $170,786.61 to be paid in the form of a non-recourse promissory note. The promissory note is in the principal amount of $179,786.61 and bears interest at an annual rate equivalent to 6.0% per annum is due and payable on October 4, 2005. Such note is secured by the 17,078,661 Company shares. On such date, Michael D Farkas resigned as President of the Company and Jamee Kalimi resigned as Vice President, Secretary, and Director of the Company. Jeffrey Glick and Darren Glick were appointed to the Board of Directors and Jeffrey Glick was named as the Chief Executive Officer of the Company and Darren Glick was named as President and Secretary of the
Company. Michael D Farkas remain on the Company Board of Directors.




9.
        RELATED PARTY TRANSACTIONS

On September 1, 2000, the Company entered into an agreement with Michael D. Farkas, the director of Incubator, a related party to purchase four domain names, Genesis Realty Group, Inc., I-Realtyauction.net, Genesis Realty Group, Inc. and I-Realtyauction.net, for $50,000. The amount is still payable as of December 31, 2004.



On September 1, 2000, the Company entered into an agreement with Envirto.com, Inc., a related party in which Michael Farkas is a beneficial owner, to design and construct a website for $50,000.



Between October and November 2000, the Company issued to Atlas Equity Group, Inc. two promissory notes aggregating $5,000. The promissory notes bear interest of 10% per annum and were due and payable on dates ranging from January 2001 to February 2001. The Company paid off the borrowings in November 2000. Atlas Equity is a majority shareholder of the Company.



Between July 2003 and November 2004, the Company issued to Atlas Equity Group, Inc. twelve promissory note aggregating $50,700. The promissory note bears interest of 10% per annum and is due and payable on one year from the date of issuance. Atlas Equity is a majority shareholder of the Company.



-13-





GENESIS REALTY GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO FINANCIAL STATEMENTS



10.
        INVESTMENT IN GLOBAL REALTY MANAGEMENT GROUP

In December 1999, the Company received 500,000 shares of restricted common stock
of Global pursuant to an agreement (see note 8). The shares were valued at $.01
per share, the price for other similarly issued shares at the time of the
agreement. In November 2000, the Company sold the shares to an unrelated third
party for $100,000 resulting in a gain on the investment of $99,500.










-14-





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

Our accountants are Seligson & Giannattasio, LLP, 901 North Broadway, Suite 24, North White Plains, NY 10603. We do not presently intend to change accountants. At no time has there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.




Item 8A.
        Controls and Procedures

Evaluation of disclosure controls and procedures



Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of December 31, 2004
(the Evaluation Date). Based on that evaluation, our principal executive officer
and principal financial officer concluded that, as of the Evaluation Date, the
disclosure controls and procedures in place were effective to ensure that
information required to be disclosed by us, including our consolidated
subsidiaries, in reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported on a timely basis in accordance
with applicable rules and regulations.



Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are effective to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure
committee.



Changes in internal controls



We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.



Critical Accounting Policies



Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the preparation of our financial statements.



Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, Our views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.





PART III




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

The directors and officers of the Company and its subsidiaries, as of April 13, 2005 are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.




Name
        Age
        With Company Since
Director/PositionJeffrey Glick
        63
        October 5, 2001
CEO, CFO and Chairman of the BoardDarren Glick
        34
        October 5, 2001
President, Secretary and DirectorMichael D. Farkas
        33
        December 22, 1999
Director

Jeffrey Glick, 63, has been our Chief Executive Officer, Chief Financial Officer and Chairman of the Board since October 5, 2001. Mr. Glick is also Chief Executive Officer of Glick International Development Corp. He began working under the tutelage of his father, the late Meyer Glick, the founder of The Glick Organization in 1964. In the late 1960s to early 1970s Mr. Glick successfully bid and completed his first construction project, the Geriatric Center at Long Island Jewish Hospital. By the mid-1970s Jeffrey Glick had expanded the Glick Organization into a residential development company, and took charge of this arm of the business. Mr. Glicks first major undertaking was the Estates I & II at North Hills which is a 320 unit luxury condominium project located in Manhasset, Long Island. Mr. Glick proceeded to develop the Baybridge Condominiums, a 770 unit
development in Bayside Queens which included a large retail component. During his tenure at The Glick Organization, Mr. Glick was involved in the construction and/or development of over 30 projects comprising over 10,000 units. Jeffrey Glick is the father of Darren Glick.



Darren Glick, 34, has been our President, Secretary and a Director since October 5, 2001. He received his Bachelor of Arts & Science degree in Political Science from New York University and graduated Cum Laude in May, 1993. Mr. Glick received his MBA degree with distinction in Finance from the Leonard N. Stern School of Business at New York University in May, 1997. After joining the Teamster Union in 1988, Mr. Glick worked on the construction sites of four major real estate development projects in Manhattan, Brooklyn and Long Island. In the summer of 1990, Mr. Glick worked as an intern in Metropolitan Capital, the risk arbitrage unit of First City Capital. Upon his graduation from NYU in 1993, Mr. Glick worked for a boutique investment banking firm, Rodman & Renshaw, Inc., where he was responsible for valuation analysis (discounted cash flow, net present value, comparable company
analysis) of private and public companies. In the summer of 1996, Mr. Glick was employed at Bankers Trust Company in New York in the Portfolio Analysis Group as an Associate in the banks risk management department. Following his graduation from the Stern School, Mr. Glick worked at Prudential Securities Incorporated in the Real Estate Investment Banking department. In addition, from February 1997 through October 1997, Mr. Glick was a partner in Covenant Fund, Inc., the general partner of Genesis Partners, a hedge fund formed in the State of New York. Mr. Glick is a registered representative of Atlas Capital Services, LLC, a boutique investment bank owned by the Atlas Group of Companies, LLC an affiliate of Michael D. Farkas.Darren Glick is the son of Jeffrey Glick.







Michael D. Farkas, 33, has been our Director since inception and was our President from December 22, 1999 to October 5, 2001. Mr. Farkas is currently: the Chairman and Chief Executive Officer of The Atlas Group of Companies, LLC, a privately held financial services holding company; the President of Atlas Equity

Group, Inc., a consulting company established in the early 1990s that provides a wide range of business advisory services to its corporate clients, including administrative services, accounting and back office services, management consulting services, head hunting services, business plan writing, financial public relations and due diligence services; Chairman & CEO of Wealthhound.com,Inc., the CEO of Atlas Opportunity Fund, Ltd., an investment fund; CEO of Atlas Private Equity, an investment fund, and a director of Atlas Realty Services, LLC.



All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors fees and reimburse Directors for expenses related to their activities.



None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.



Certain Legal Proceedings



No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

Compliance With Section 16(A) Of The Exchange Act

We have not filed a Form 5 for the year ending December 31, 2004.

Code Of Ethics

The Company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.


Item 10.
        Executive Compensation

The following information relates to compensation received by the Chief Executive Officer of the Company in fiscal year ending December 31, 2004, to executive officers who were serving as of the fiscal year ending December 31,2004, whose salary and bonus during fiscal year ending December 31, 2004exceeded $100,000. In 2004, no officer received compensation in excess of $100,000.



Summary Compensation Table




ANNUAL COMPENSATION
        LONG TERM COMPENSATIONNAME AND PRINCIPAL POSITION
        FISCAL YEAR
        OTHER SALARY
        ANNUAL
BONUS
        RESTRICTED
UNDERLYING
AWARDS
        STOCK
COMPENSATION
        SECURITIES
OPTIONS
(NO. OF
SHARES)
        ALL OTHER
COMPENSATIONJeffrey Glick
        2004
        $              0
        0
        0
        0
        0
        $ 0CEO/CFODarren Glick
        2004
        $              0
        0
        0
        0
        0
        $ 0PresidentMichael D. Farkas
        2003
        $              0
        0
        0
        0
        0
        $ 0





Employment Agreements. No officer or director is currently party to an employment contract or has been provided a future benefit to be received upon separation from service with the Company.






Item 11.
        Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of April 13, 2005, information with respect to the beneficial ownership of the Companys Common Stock by (i) each person known by the Company to own beneficially 5% or more of such stock, (ii) each Director of the Company who owns any Common Stock, and (iii) all Directors and Officers as a group, together with their percentage of beneficial holdings of the outstanding shares.




NAME AND ADDRESS OF
BENEFICIAL OWNER (1)
        AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
        PERCENT OF
OUTSTANDING SHARES5% STOCKHOLDERSGlick Global Development, LLC
        17,078,661
        87%225 Broadway, Suite 910New York, New York 10007Darren Glick(2)
        4,269,665
        22%Lillian Glick (3)
        17,078,661
        87%Deborah Glick (4)
        4,269,665
        22%Michael D. Farkas (5)
        988,200
        5%Security Ownership of Management:




TITLE OF CLASS
        NAME & ADDRESS
        AMOUNT
        PERCENTCommon Stock
        Jeffrey Glick
        -
        -Common Stock
        Darren Glick (2)
        4,269,665
        22%Common Stock
        Michael D. Farkas (5)
        988,200
        5%All directors and executive
officers as a group (3 persons)
        
        5,257,865
        28%




1.
        The persons named in this table have sole voting and investment power with respect to all shares of common stock reflected as beneficially
owned by each.2
        .Darren Glick beneficially owns 4,269,665 shares as a twenty-five (25%) shareholder of Glick Global Development, LLC.





3.
        Lillian Glick beneficially owns 17,078,661 shares as a principal shareholder of Glick Global Development, LLC.4.
        Deborah Glick beneficially owns 4,269,665 shares as a twenty-five (25%) shareholder of Glick Global Development, LLC.5.
        Includes 237,435 shares held by Farkas Group, Inc. and 397,498 shares shareholder and principal of each of these entities. In addition, includes the 335,574 shares owned by Michael Farkas personally and the 17,693 shares held by Michael Farkas wife, Rebecca Farkas.


Item 12.
        Certain Relationships and Related Transactions.

We currently use office space in a building located at 135 East 57th Street, 26th Floor, New York, NY 10022. The primary tenant is The Atlas Group of Companies. The Atlas Group of Companies which is majority-owned by Michael D. Farkas, a member of the Board of Directors and our former President and a minority shareholder. We utilize office space pursuant to a service agreement with The Atlas Group of Companies dated December 1, 2001. The fee for the space and services provided by The Atlas Group of Companies is $4,000 per month which accrues pursuant to the terms of the service agreement. The Agreement was terminated in August 2003.



Between July 2003 and November 2004, the Company issued to Atlas Equity Group, Inc. twelve promissory note aggregating $50,700. The promissory note bears interest of 10% per annum and is due and payable on one year from the date of issuance. Atlas Equity is a majority shareholder of the Company.




Item 13.
        Exhibits and Reports on Form 8-K


(a)
        The following documents are filed as part of this report:


1.
        Financial statements; see index to financial statement and schedules in Item 7 herein.


2.
        Financial statement schedules; see index to financial statements and schedules in Item 7 herein.


(b)
        Reports on Form 8-K.


None


Item 14.
        Principal Accountant Fees and Services

Audit Fees



For the Companys fiscal year ended December 31, 2004 , we were billed $13,470 and $2,724 by our principal accountant for professional services rendered for the audit and review of our financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2004, respectively.



Tax Fees



For the Companys fiscal year ended December 31, 2004, there were no fees billed by our principal accountant for professional services rendered for tax compliance, tax advice, and tax planning.



All Other Fees





The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2004.

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.



GENESIS REALTY GROUP, INC.






By
        /s/ Jeffrey GlickJEFFREY GLICKCEO and CFO




Dated:
        January 5,2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.






Name
        Title
        Date/s/ Jeffrey Glick
Jeffrey Glick
        Chief Executive Officer
Chief Financial Officer,
and Director
        January 5, 2006/s/ Darren Glick
Darren Glick
        President, Secretary and Director
        January 5, 2006/s/ Michael D. Farkas
Michael D. Farkas
        Director
        January 5, 2006