**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**





**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      Fiscal Year Ended**


**December
      31, 2006**





**Commission
      File number 333-63460**





**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.)**230
                  Park Avenue, 10****th****Floor**
            **10169**(Address
                of principal executive offices)
            (Zip
                Code)





**(212)
      406-4954**


(Registrant’s
      telephone number, including area code)





**135
      East 57th Street**


**26th
      Floor, New York, NY 10022**


(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
      he
      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 o





Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yes x  No o





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 any
      amendment to this Form 10-KSB. o





Revenues
      for year ended December 31, 2006: $0





Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of December 31, 2006, was: $0





Number
      of
      shares of the registrant’s common stock outstanding as of April 2, 2007 was:
      19,580,393





Transfer
                Agent as of April 2, 2007:
            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, commercial and/or agricultural 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 230 Park Avenue, 10th Floor, NY, NY 10169
        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 230 Park Avenue, 10th Floor, New York, New
        York
        10169. 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
        2, 2007 there are over 100 shareholders of record of the Company’s common stock.
        The Company’s common stock is currently available for trading on the Over the
        Counter Bulletin Board under the symbol GRYG.


**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,
      2006**




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 $263,032 primarily consisting
      of accounting, legal, office general and the expense in retaining our domain
      name and development of our website.




**YEAR
      ENDED DECEMBER 31, 2006 AND DECEMBER 31, 2005**




Development
      stage losses during the year ended December 31, 2006 was $32,830 as compared
      to
      $25,430 for the period ended December 31, 2005.




Expenses
      for the year ended December 31, 2006 were primarily accounting ($25,980) in
      connection with our annual and quarterly regulatory filings. We also incurred
      expenses during the ordinary course of business such as consulting fees ($1,641)
      and transfer agent fees ($1,415).




Expenses
      for the year ended December 31, 2004 were primarily accounting ($15,500) in
      connection with our annual and regulatory filings. We also incurred expenses
      dealing during the ordinary course of business such as consulting fees ($3,200)
      and transfer agent fees ($1,415).




**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, 2006, we incurred a net loss of $32,830. Our accumulated
      deficit since inception is $263,032. 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, 2006


AND
      FOR
      THE YEARS ENDED DECEMBER 31, 2006


AND
      2005
      AND FOR THE PERIOD NOVEMBER 22, 1999


(DATE
      OF
      INCEPTION) THROUGH DECEMBER 31, 2006





























**GENESIS
      REALTY GROUP, INC.**


**(A
      Development Stage Entity)**








**TABLE
      OF CONTENTS**







REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              1FINANCIAL
                  STATEMENTS AS OF DECEMBER 31, 2006 AND FOR THE YEARS ENDED DECEMBER
                  31,
                  2006 AND 2005 AND FOR THE PERIOD NOVEMBER 22, 1999 (DATE OF INCEPTION)
                  THROUGH DECEMBER 31, 2006Balance
                  sheet
              2Statements
                  of operations
              3Statements
                  of stockholders’ deficiency
              4-5Statements
                  of cash flows
              6-7Notes
                  to financial statements
              8-17





















**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








To
      the
      Stockholders and


Board
      of
      Directors


Genesis
      Realty Group, Inc.








We
      have
      audited the accompanying balance sheet of Genesis Realty Group, Inc. (a
      development stage company) as of December 31, 2006 the related statements of
      operations, change in stockholders’ deficiency and cash flows for the years
      ended December 31, 2006 and 2005 and for the period November 22, 1999 (date
      of
      inception) to December 31, 2006. 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 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 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 made by management, as well as evaluating the overall
      financial statement presentation. We believe the audits provide a reasonable
      basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Genesis Realty Group, Inc. as
      of
      December 31, 2006, and the result of its operations and its cash flows for
      the
      years ended December 31, 2006 and 2005 and for the period November 22, 1999
      (date of inception) to December 31, 2006 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 1 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.
      Management’s plans concerning these matters are also described in Note 1. The
      financial statements do not include any adjustments that might result from
      this
      uncertainty.





Seligson
      & Giannattasio, LLP


White
      Plains, NY


March
      26,
      2007








F-1





























**GENESIS
      REALTY GROUP, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**BALANCE
      SHEET**





**ASSETS**
              
              DECEMBER
                  31,2006CURRENT
                  ASSETS:Cash
              
              $
              140TOTAL
                  ASSETS
              
              $
              140**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCY**CURRENT
                  LIABILITIES:Accounts
                  payable and accrued expenses
              
              $
              59,798Accounts
                  payable - related party
              
              
              85,000Loan
                  payable - related party
              
              
              50,000Notes
                  payable - related party
              
              
              91,570Total
                  current liabilities
              
              
              286,368STOCKHOLDERS’
                  DEFICIENCY:Common
                  Stock, par value $.0001 per share; 100,000,000 sharesauthorized;
                  19,580,393 shares issued and outstanding
              
              
              19,580Additional
                  paid-in capital
              
              
              182,407Deficit
                  accumulated during the development stage
              
              
              (263,032
              )Stock
                  subscription receivable, including accrued interest of
                  $54,396
              
              
              (225,183
              )Total
                  stockholders’ deficiency
              
              
              (286,228
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
              
              $
              140











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





F-2





**GENESIS
      REALTY GROUP, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**STATEMENTS
      OF OPERATIONS**





FOR
                  THE PERIODNOVEMBER
                  22, 1999YEAR
                  ENDED
                DECEMBER
                  31,
              
              (DATE
                  OF
                INCEPTION)
                  TO2006
              
              2005
              
              DECEMBER
                  31, 2006DEVELOPMENT
                  STAGE REVENUES
              
              $
              0
              
              $
              0
              
              $
              0DEVELOPMENT
                  STAGE EXPENSES:Amortization
              
              
              0
              
              
              0
              
              
              1,354Accounting
              
              
              25,980
              
              
              15,500
              
              
              108,651Bad
                  debt expense
              
              
              0
              
              
              0
              
              
              22,429Bank
                  charges
              
              
              275
              
              
              196
              
              
              1,270Consulting
                  fees
              
              
              1,641
              
              
              3,200
              
              
              4,841On-line
                  services
              
              
              0
              
              
              0
              
              
              3,400Domain
                  names
              
              
              0
              
              
              0
              
              
              50,070Legal
                  fees
              
              
              5,844
              
              
              8,750
              
              
              28,469Corporate
                  fees
              
              
              148
              
              
              169
              
              
              5,307Office
                  general
              
              
              0
              
              
              0
              
              
              90,649Shareholder
                  related services
              
              
              0
              
              
              0
              
              
              420Transfer
                  agent fees
              
              
              1,415
              
              
              1,733
              
              
              10,311Website
                  development
              
              
              0
              
              
              0
              
              
              50,000Printing
              
              
              0
              
              
              0
              
              
              630TOTAL
                  DEVELOPMENT STAGE EXPENSES
              
              
              35,303
              
              
              29,548
              
              
              377,801LOSS
                  FROM OPERATIONS
              
              
              (35,303
              )
              
              (29,548
              )
              
              (377,801
              )GAIN
                  ON SALE OF INVESTMENT
              
              
              0
              
              
              0
              
              
              99,500OTHER
                  INCOME
              
              
              10,390
              
              
              10,361
              
              
              56,648INTEREST
                  EXPENSE
              
              
              (7,917
              )
              
              (6,243
              )
              
              (18,166
              )OTHER
                  EXPENSE
              
              
              0
              
              
              0
              
              
              (23,213
              )NET
                  LOSS
              
              $
              (32,830
              )
              $
              (25,430
              )
              $
              (263,032
              )LOSS
                  PER COMMON SHAREBasic
                  and diluted
              
              $
              (0.00
              )
              $
              (0.00
              )Weighted-average
                  number of commonshares
                  outstanding
              
              
              19,580,393
              
              
              19,580,393







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


F-3











**GENESIS
      REALTY GROUP, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY**







DEFICITACCUMULATEDCOMMON
                  STOCK
              
              ADDITIONAL
              
              DURING
                  THE
              
              STOCKPAID-IN
              
              DEVELOPMENT
              
              SUBSCRIPTIONSHARES
              
              AMOUNT
              
              CAPITAL
              
              STAGE
              
              RECEIVABLE
              
              TOTALBalance,
                  November 22, 1999 (date of inception)
              
              
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0Common
                  stock issued to related parties formanagement
                  services
              
              
              2,500,000
              
              
              2,500
              
              
              28,700
              
              
              0
              
              
              0
              
              
              31,200Loss
                  during development stage for the periodNovember
                  22, 1999 (inception) through December 31, 1999
              
              
              0
              
              
              0
              
              
              0
              
              
              (4,883
              )
              
              0
              
              
              (4,883
              )Balance,
                  December 31, 1999
              
              
              2,500,000
              
              
              2,500
              
              
              28,700
              
              
              (4,883
              )
              
              0
              
              
              26,317Loss
                  during development stage for the yearended
                  December 31, 2000
              
              
              0
              
              
              0
              
              
              0
              
              
              (10,797
              )
              
              0
              
              
              (10,797
              )Balance,
                  December 31, 2000
              
              
              2,500,000
              
              
              2,500
              
              
              28,700
              
              
              (15,680
              )
              
              0
              
              
              15,520Increase
                  in common stock issued resulting fromagreement
                  and plan of distribution (“spin-off”)
              
              
              1,732
              
              
              1
              
              
              (1
              )
              
              0
              
              
              0
              
              
              0Common
                  stock issued to Glick Global Development LLC
              
              
              17,078,661
              
              
              17,079
              
              
              153,708
              
              
              0
              
              
              (170,787
              )
              
              0Accrued
                  interest stock subscription receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,476
              )
              
              (2,476
              )Loss
                  during development stage for the yearended
                  December 31, 2001
              
              
              0
              
              
              0
              
              
              0
              
              
              (39,733
              )
              
              0
              
              
              (39,733
              )Balance,
                  December 31, 2001
              
              
              19,580,393
              
              
              19,580
              
              
              182,407
              
              
              (55,413
              )
              
              (173,263
              )
              
              (26,689
              )Accrued
                  interest stock subscription receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (12,640
              )
              
              (12,640
              )Loss
                  during development stage for the yearended
                  December 31, 2002
              
              
              0
              
              
              0
              
              
              0
              
              
              (69,356
              )
              
              0
              
              
              (69,356
              )Balance,
                  December 31, 2002
              
              
              19,580,393
              
              
              19,580
              
              
              182,407
              
              
              (124,769
              )
              
              (185,903
              )
              
              (108,685
              )Accrued
                  interest stock subscription receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (10,390
              )
              
              (10,390
              )Loss
                  during development stage for the yearended
                  December 31, 2003
              
              
              0
              
              
              0
              
              
              0
              
              
              (45,545
              )
              
              0
              
              
              (45,545
              )Balance,
                  December 31, 2003
              
              
              19,580,393
              
              
              19,580
              
              
              182,407
              
              
              (170,314
              )
              
              (196,293
              )
              
              (164,620
              )








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









F-4








**GENESIS
      REALTY GROUP, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY (continued)**








DEFICITACCUMULATEDCOMMON
                  STOCK
              
              ADDITIONAL
              
              DURING
                  THE
              
              STOCKPAID-IN
              
              DEVELOPMENT
              
              SUBSCRIPTIONSHARES
              
              AMOUNT
              
              CAPITAL
              
              STAGE
              
              RECEIVABLE
              
              TOTALBalance,
                  December 31, 2003
              
              
              19,580,393
              
              
              19,580
              
              
              182,407
              
              
              (170,314
              )
              
              (196,293
              )
              
              (164,620
              )Accrued
                  interest stock subscription receivable
              
              
              
              
              
              
              
              
              
              
              (8,139
              )
              
              (8,139
              )Loss
                  during development stage for the yearended
                  December 31, 2004
              
              
              0
              
              
              0
              
              
              0
              
              
              (34,458
              )
              
              0
              
              
              (34,458
              )Balance,
                  December 31, 2004
              
              
              19,580,393
              
              
              19,580
              
              
              182,407
              
              
              (204,772
              )
              
              (204,432
              )
              
              (207,217
              )Accrued
                  interest stock subscription receivable
              
              
              
              
              
              
              
              
              
              
              (10,361
              )
              
              (10,361
              )Loss
                  during development stage for the yearended
                  December 31, 2005
              
              
              0
              
              
              0
              
              
              0
              
              
              (25,430
              )
              
              0
              
              
              (25,430
              )Balance,
                  December 31, 2005
              
              
              19,580,393
              
              
              19,580
              
              
              182,407
              
              
              (230,202
              )
              
              (214,793
              )
              
              (243,008
              )Accrued
                    interest stock subscription receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (10,390
              )
              
              (10,390
              )Loss
                  during development stage for the yearended
                  December 31, 2006
              
              
              0
              
              
              0
              
              
              0
              
              
              (32,830
              )
              
              0
              
              
              (32,830
              )Balance,
                  December 31, 2006
              
              
              19,580,393
              
              $
              19,580
              
              $
              182,407
              
              $
              (263,032
              )
              $
              (225,183
              )
              $
              (286,228
              )













The
      accompanying notes are an integral part of these financial
      statements





F-5









**GENESIS
      REALTY GROUP, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**STATEMENTS
      OF CASH FLOWS**







FOR
                  THE PERIODDECEMBER
                  31,
              
              NOVEMBER
                  22, 1999(DATE
                  OF INCEPTION)OPERATING
                  ACTIVITIES
              
              2006
              
              2005
              
              TO
                  DECEMBER 31, 2005Net
                  loss
              
              $
              (32,830
              )
              $
              (25,430
              )
              $
              (263,032
              )Adjustment
                  to reconcile net loss to net cashused
                  by operationsAmortization
              
              
              0
              
              
              0
              
              
              1,354Bad
                  debt expense
              
              
              0
              
              
              0
              
              
              22,429Interest
                  on stock subscription receivable
              
              
              (10,390
              )
              
              (10,361
              )
              
              (54,396
              )Interest
                  accrued on notes receivable
              
              
              -
              
              
              -
              
              
              (2,251
              )Changes
                  in assets and liabilitiesIncrease
                  (Decrease) in accounts payableand
                  accrued expenses
              
              
              26,401
              
              
              9,488
              
              
              144,798(Increase)
                  in organization costs
              
              
              0
              
              
              0
              
              
              (1,354
              )Net
                  cash used by operating activities
              
              
              (16,819
              )
              
              (26,303
              )
              
              (152,452
              )INVESTING
                  ACTIVITIESIncrease
                  in loans and advances-related
                  party
              
              
              0
              
              
              0
              
              
              29,822Net
                  cash used by investing activities
              
              
              0
              
              
              0
              
              
              29,822FINANCING
                  ACTIVITESProceeds
                  from promissory notes
              
              
              16,300
              
              
              19,000
              
              
              91,570Proceeds
                  from issuance of common stock
              
              
              0
              
              
              0
              
              
              31,200Net
                  cash provided by financing activites
              
              
              16,300
              
              
              19,000
              
              
              122,770(DECREASE)
                  INCREASE IN CASH
              
              
              (519
              )
              
              (7,303
              )
              
              140CASH,
                  BEGINNING OF PERIOD
              
              
              659
              
              
              7,962
              
              
              0CASH,
                  END OF PERIOD
              
              $
              140
              
              $
              659
              
              $
              140








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








F-6






**GENESIS
      REALTY GROUP, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**STATEMENT
      OF CASH FLOWS (continued)**





FOR
                  THE PERIODNOVEMBER
                  22, 1999YEARS
                  ENDED DECEMBER 31,
              
              (DATE
                  OF INCEPTION) TO2006
              
              2005
              
              DECEMBER
                  31, 2006Supplemental
                  cash flow information:Interest
                  paid
              
              $
              0
              
              $
              0
              
              $
              438Income
                  taxes paid
              
              $
              0
              
              $
              0
              
              $
              0Noncash
                  investing and financing activities:Shares
                  issued to founder for consulting services
              
              $
              0
              
              $
              0
              
              $
              700Additional
                  shares resulting from spin-off from parent
              
              $
              0
              
              $
              0
              
              $
              9Stock
                  issued for a promissory note from GlickGlobal
                  Development, LLC
              
              $
              0
              
              $
              0
              
              $
              170,787










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








F-7





**GENESIS
      REALTY GROUP, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**




**NOTES
      TO FINANCIAL STATEMENTS**








**1.   DESCRIPTION
      OF BUSINESS AND GOING
      CONCERN**





**DESCRIPTION
      OF BUSINESS**





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’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
      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.





**GOING
      CONCERN**





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 reflected in the financial statements,
      development stage losses from November 22, 1999 (inception) to December 31,
      2006
      aggregated $263,032 and raise substantial doubt about the Company’s ability to
      continue as a going concern. The Company’s cash flow requirements during this
      period have been met by contributions of capital and debt financing.
      Management’s plans include the potential development of its own business or
      merging with an operating company. The Company anticipates that financing will
      be required until such time that the Company has been able to develop its own
      business or find an appropriate merger candidate. Currently, the Company can
      not
      determine when either will occur and as such the Company will need to obtain
      financing to cover its costs for the foreseeable future. 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.
































F-8











**GENESIS
          REALTY GROUP, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
  **NOTES
          TO FINANCIAL STATEMENTS**


*2.  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES***




***BASIS
      OF PRESENTATION***





The
      accompanying financial statements have been prepared in accordance with
      generally accepted accounting principles. In the opinion of management, all
      adjustments consisting of normal recurring accruals considered necessary in
      order to prepare the financial statements have been included. Results for the
      interim periods are not necessarily indicative of the results that may be
      expected for the year.





***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. ******





***ADVERTISING***





The
      Company’s policy for reporting advertising expenditures is to expense them as
      they are incurred. Advertising expense has not been material to
      date.





***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.








F-9








**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**





**2.    SUMMARY
      OF
      SIGNIFICANT ACCOUNTING POLICIES (continued)**





***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.




***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.





***RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS***





In
      November 2004, the FASB issued Statement No. 151, “Inventory Costs”. This
      statement amends the guidance in ARB 43 (Chapter 43 - Inventory Pricing) to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs and wasted material (spoilage). SFAS No. 151 requires that such
      items be recognized as current period charges. SFAS No. 151 is effective for
      fiscal years beginning after June 15, 2005 and is not expected to have an impact
      on the financial statements of the Company.






F-10





**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**


**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





***RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS (continued)***





In
      December 2004, the FASB issued Statement No. 153, “Exchange of Non-monetary
      Assets - an amendment of APB No. 29”. Statement No. 153 eliminates the exception
      to fair value for exchanges of similar productive assets and replaces it with
      a
      general exception for exchange transactions that do not have commercial
      substance, defined as transactions that are not expected to result in
      significant changes in non-monetary assets occurring after June 15, 2005. The
      application of this statement is not expected to have a material impact on
      the
      financial statements of the Company.





In
      December 2004, the FASB issued a revision of SFAS No. 123 “Share-Based Payment”
(“SFAS No. 123(R)”). The statement establishes standards for the accounting for
      transactions in which an entity exchanges its equity investments for goods
      and
      services. It also addresses transactions in which an entity incurs liabilities
      in exchange for goods or services that are based on the fair value of the
      entity’s equity instruments or that may be settled by the issuance of those
      equity instruments. The statement does not change the accounting guidance for
      share-based payments with parties other than employees.





The
      statement requires a public entity to measure the cost of employee service
      received in exchange for an award of equity instruments based on the grant-date
      fair value of the award (with limited exception). That cost will be recognized
      over the period during which an employee is required to provide service in
      exchange for the award (usually the vesting period). A public entity will
      initially measure the cost of employee services received in exchange for an
      award of a liability instrument based on its current fair value; the fair value
      of that award will be remeasured subsequently at each reporting date through
      the
      settlement date. Changes in fair value during the requisite service period
      will
      be recognized as compensation over that period.





The
      grant-date for fair value of employee share options and similar instruments
      will
      be estimated using option-pricing models adjusted for the unique characteristics
      of these instruments. The Company will be required to comply with this
      pronouncement with periods beginning after December 15, 2005. The Company
      adopted SFAS No. 123(R) for the Company’s calendar year ending December 31,
      2006. The adoption of this pronouncement did not affect the Company’s statements
      of income. The amount of the effect cannot be measured at this time. The Company
      is currently evaluating the impact of SFAS No. 123(R) on its financial
      statements. The application of this statement is not expected to have a material
      impact on the financial statements of the Company.





In
      June
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” -
      a replacement of APB Opinion No. 20 (Accounting Changes) and FASB No. 3
      (Reporting Accounting Changes in Interim Financial Statements), which changed
      the requirements for the accounting for and reporting of a change in accounting
      principle. This statement requires retrospective application to prior periods’
financial statements of changes in accounting principle unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. When it is impracticable to determine the period-specific
      effects of an accounting change on one or more individual prior periods
      presented, this statement requires that the new accounting principle be










F-11




**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**







**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





***RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS (continued)***





applied
      to the balances of assets and liabilities as of the beginning of the earliest
      period for which retrospective application is practicable and that a
      corresponding adjustment be made to the opening balance of retained earnings
      (or
      other appropriate components of equity or net assets in the statement of
      financial position) for that period rather than being reported in an income
      statement. When it is impracticable to determine the cumulative effect of
      applying a change in accounting principle to all prior periods, this statement
      requires the new accounting principle be applied as if it were adopted
      prospectively from the earliest date practicable. Statement No. 154 is effective
      for accounting changes and error corrections made in fiscal years beginning
      after December 15, 2005.







In
      February 2006, the FASB issued FASB Statement No. 155, “Accounting for Certain
      Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140”
(“FASB No. 155”). FASB No. 155 amends FASB Statements No. 133, Accounting for
      Derivative Instruments and Hedging Activities, and No. 140, Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
      FASB No. 155 resolves issues addressed in Statement 133 Implementation Issue
      No.
      D1, “Application of Statement 133 to Beneficial Interests in Securitized
      Financial Assets.”






FASB
      No.
      155:






a.
            Permits
                fair value remeasurement for any hybrid financial instrument that
                contains
                an embedded derivative that otherwise would require bifurcation






b.
            Clarifies
                which interest-only strips and principal-only strips are not subject
                to
                the requirements of Statement 133






c.
            Establishes
                a requirement to evaluate interests in securitized financial assets
                to
                identify interests that are freestanding derivatives or that are
                hybrid
                financial instruments that contain an embedded derivative requiring
                bifurcation






d.
            Clarifies
                that concentrations of credit risk in the form of subordination are
                not
                embedded derivatives






e.
            Amends
                Statement 140 to eliminate the prohibition on a qualifying special-purpose
                entity from holding a derivative financial instrument that pertains
                to a
                beneficial interest other than another derivative financial
                instrument.











F-12









**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**


**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING
      POLICIES (continued)**





**RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS (continued)**







FASB
      No. 155 is
      effective for all financial instruments acquired or issued after the beginning
      of an entity’s first fiscal year that begins after September 15, 2006. The fair
      value election provided for in paragraph 4(c) of FASB No. 155 may also be
      applied upon adoption of FASB No. 155 for hybrid financial instruments that
      had
      been bifurcated under paragraph 12 of Statement 133 prior to the adoption of
      FASB No. 155. Earlier adoption is permitted as of the beginning of an entity’s
      fiscal year, provided the entity has not yet issued financial statements,
      including financial statements for any interim period for that fiscal year.
      Provisions of FASB No. 155 may be applied to instruments that an entity holds
      at
      the date of adoption on an instrument-by-instrument basis.






At
      adoption, any
      difference between the total carrying amount of the individual components of
      the
      existing bifurcated hybrid financial instrument and the fair value of the
      combined hybrid financial instrument should be recognized as a cumulative-effect
      adjustment to beginning retained earnings. The cumulative-effect adjustment
      should be disclosed gross (that is, aggregating gain positions separate from
      loss positions) determined on an instrument-by-instrument basis. Prior periods
      should not be restated. The Company does not believe there will be any effect
      on
      the financial statements upon adopting FASB No. 155.




In
      March 2006, the
      FASB issued FASB Statement No. 156, “Accounting for Servicing of Financial
      Assets—an amendment of FASB Statement No. 140” (FASB Statement No. 156”). FASB
      No. 156 amends FASB Statement No. 140, Accounting for Transfers and Servicing
      of
      Financial Assets and Extinguishments of Liabilities, with respect to the
      accounting for separately recognized servicing assets and servicing liabilities.
      FASB No. 156 is effective for years beginning after September 15, 2006. The
      Company does not believe FASB No. 156 will have a material effect on the
      Company’s financial statements.




In
      September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(FASB No. 157”). FASB No. 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP), and
      expands disclosures about fair value measurements. FASB No. 157 applies under
      other accounting pronouncements that require or permit fair value measurements,
      the Board having previously concluded in those accounting pronouncements that
      fair value is the relevant measurement attribute. Accordingly, this Statement
      does not require any new fair value measurements. However, for some entities,
      the application of this Statement will change current practice.






FASB
      No. 157 is effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years. Earlier application is encouraged,
      provided that the reporting entity has not yet issued financial statements
      for
      that fiscal year, including financial statements for an interim period within
      that fiscal year. The Company is currently reviewing the potential effect of
      this statement on its financial statements.









F-13









**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**


**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS (continued)




In
      September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for
      Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB
      Statements No. 87, 88, 106, and 132R” (“FASB No. 158”). This Statement improves
      financial reporting by requiring an employer to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a
      multiemployer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income of a business entity or changes
      in
      unrestricted net assets of a not-for-profit organization. This Statement also
      improves financial reporting by requiring an employer to measure the funded
      status of a plan as of the date of its year-end statement of financial position,
      with limited exceptions.




An
      emploer with publicly traded equity securities is required to initially
      recognize the funded status of a defined benefit postretirement plan and to
      provide the required disclosures as of the end of the fiscal year ending after
      December 15, 2006. The Company does not believe FASB No. 158 will have any
      material effect on its financial statements.






**3.    NOTE
      RECEIVABLE**


During
          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.
          Accordingly, the Company recorded $22,429 as bad debt expense for the year
          ended
          December 31, 2004.




**4.**    **ACCOUNTS
      PAYABLE AND ACCRUED
      EXPENSES**





Accounts
      payable and accrued expenses at December 31, 2006 consisted of the
      following:




December
                31,2006Accounts
                payable
            
            $
            40,955Accrued
                expenses
            
            
            1,250Accrued
                interest
            
            
            17,593Total
                accounts payable and accrued expenses
            
            $
            59,798





5.    **NOTES
      PAYABLE - RELATED PARTY**


Through
          December 31, 2006, the Company executed notes **** aggregating
          a total of $86,000 with Atlas Equities Group, Inc., an entity owned by
          a
          director of the Company. These unsecured notes are short-term borrowings
          with
          maturities of less then one year with an interest rate of 10%. Notes with
          an
          aggregate principle balance of $69,700 remain outstanding beyond their
          due dates
          and are therefore in default.
 F-14





**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**








**6.**  **INCOME
      TAXES**




No
      provisions for income taxes have been made because the Company has sustained
      cumulative losses since the commencement of operations. As of December 31,
      2006
      the Company had net operating loss carryforwards (“NOL’s”) of $263,033 which
      will be available to reduce future taxable income and expense through
      2026.





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





December
                31,
              2006Deferred
                tax
                assets
            
            $
            103,898Valuation
                allowance
            
            
            (103,898
            )Deferred
                tax
                asset, net
            
            $
            -





At
      December 31, 2006, 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 the year ended December
      31, 2006 principally due to the following:





U.S.
                  statutory tax rate
              
              
              34.0
              %State
                  and local taxes
              
              
              5.5Valuation
                  allowance
              
              
              (39.5
              )Effective
                  rate
              
              
              0.0
              %










F-15








**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**





**6.**  **INCOME
      TAXES (continued)**




**** The
      Company is
      currently deficient in its filings of its income taxes as it has not filed
      Federal income tax returns for the years ended December 31, 2005 and 2006 and
      has been delinquent in filing New York State income tax returns since the year
      ended December 31, 2001.





**7.**   **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.





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 $170,787
      to be paid in the form of a non-recourse promissory note. The promissory note
      is
      in the principal amount of $179,787 and bears interest at an annual rate
      equivalent to 6.0% per annum was due and payable on October 4, 2005. The note
      is
      reflected in the financial statements as a stock subscription receivable. The
      note was overdue at December 31, 2006. Such note is secured by the 17,078,661
      shares of the Company’s common stock. On December 31, 2005, 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.




















F-16





**GENESIS
        REALTY GROUP, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  **NOTES
        TO FINANCIAL STATEMENTS**





**9.**  **RELATED
      PARTY TRANSACTIONS**





On
      September 1, 2000,
      the Company agreed to purchase four domain names (Genesis Realty Group, Inc.,
      I-Realtyauction.net, Genesis Realty Group, Inc. and I-Realtyauction.net) from
      Michael D. Farkas, the director of Incubator, a related party, for $50,000.
      The
      Company has not made a payment toward the purchase as of December 31,
      2006.





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 2000 and November 2000, the Company issued two promissory notes
      aggregating $5,000 to Atlas Equity Group, Inc., a majority shareholder of the
      Company. 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 repaid
      the borrowings in November 2000.





Between
      July 2003 and
      December 2006, the Company issued twenty two promissory notes aggregating
      $86,000 to Atlas Equity Group, Inc. The promissory notes bear interest of 10%
      per annum and are due and payable on one year from the date of issuance.








**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.








**11.**   **SUBSEQUENT
      EVENT**





On
      February 20, 2007, the Company entered into an agreement with Michael Farkas
      and
      two of his companies in which he is a beneficial owner (Atlas Equity
      Group, Inc. and The Atlas Group of Companies, LLC )
      to
      grant them the right to convert any or all debt and accrued interest into fully
      paid and non-assessable shares of Common Stock at a conversion price of $ .01
      per share, the market price of the Company’s common stock on the date of the
      agreement. As of February 20, 2007 Michael D. Farkas, Atlas Equity Group, Inc.
      and The Atlas Group of Companies, LLC are owed $57,326, $103,530, and $80,950
      respectively.













F-17

















Item
      2. 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,
      2006





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





Losses
      from operations since inception have amounted to $263,032 primarily consisting
      of accounting, legal, office general and the expense in retaining our domain
      name and development of our website.





YEAR
      ENDED DECEMBER 31, 2006 AND DECEMBER 31, 2005




Development
      stage losses during the year ended December 31, 2006 were $32,830 as compared
      to
      $25,430 for the year ended December 31, 2005.





Expenses
      for the year ended December 31, 2006 were primarily accounting ($25,980), legal
      ($5,844), and transfer agent fees ($1,415) in connection with our annual
      regulatory filing.





Expenses
      for the year ended December 31, 2005 were primarily accounting ($15,500), legal
      ($8,750), consulting ($3,200) and transfer agent fees ($1,733) in connection
      with our annual regulatory filing.





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 professional
      fees.





For
      the
      year ended December 31, 2006, we incurred a net loss of $32,830. Our accumulated
      deficit since inception is $263,032. Such accumulated losses have resulted
      primarily from costs incurred in the purchase of our domain name and various
      professional fees.





The
      Company’s cash flow requirements during this period have been met by
      contributions of capital and debt financing. The Company anticipates that
      financing will be required until such time that the Company has been able to
      develop its own business or find an appropriate merger candidate. Currently,
      the
      Company can not determine when either will occur and as such the Company will
      need to obtain financing to cover its costs for the foreseeable future. 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.

























**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 have 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**







Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2006. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized, and
      reported within the time periods specified in the Securities and Exchange
      Commission's rules and forms and that our disclosure and controls are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.







**Changes
      in internal controls**




There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the fourth quarter of fiscal 2006 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




**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 2,
      2007
      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/Position**Jeffrey
                Glick
            64
            October
                5, 2001
              CEO,
                CFO and Chairman of the BoardDarren
                Glick
            35
            October
                5, 2001
              President,
                Secretary and 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.




**Term
      of Office**




Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.





**Significant
      Employees**





None.








**Family
      Relationships**





Darren
      Glick, our Chief Executive Officer and Chief Financial Officer is the son of
      Jeffrey Glick, our President and Secretary.





**Involvement
      in Certain Legal Proceedings**




To
      our
      knowledge, during the past five years, none of our directors, executive
      officers, promoters, control persons, or nominees has been:




•
            the
                subject of any bankruptcy petition filed by or against any business
                of
                which such person was a general partner or executive officer either
                at the
                time of the bankruptcy or within two years prior to that time;•
            convicted
                in a criminal proceeding or is subject to a pending criminal proceeding
                (excluding traffic violations and other minor offenses);•
            subject
                to any order, judgment, or decree, not subsequently reversed, suspended
                or
                vacated, of any court of competent jurisdiction, permanently or
                temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                or•
            found
                by a court of competent jurisdiction (in a civil action), the Commission
                or the Commodity Futures Trading Commission to have violated a federal
                or
                state securities or commodities law.






**Code
      of Ethics**





We
      have
      adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
      Financial Officer. This Code of Ethics is filed herewith as an
      exhibit.





**Compliance
      with Section 16(a) of the Exchange Act**




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's officers
      and
      directors, and persons who own more than 10 percent of a registered class of
      the
      Company's equity securities, to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission (SEC). Officers,
      directors, and greater than 10 percent stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms they
      file.





To
      the
      Company's knowledge, based solely on a review of the copies of such reports
      furnished to the Company, all reports under Section 16(a) required to be filed
      by its officers and directors and greater than ten percent beneficial owners
      were timely filed as of the date of this filing.





**Item
      10. Executive Compensation**




**Compensation
      of Executive Officers**




The
      following summary compensation table sets forth all compensation awarded to,
      earned by, or paid to the named executive officers paid by us during the fiscal
      years ended December 31, 2006 and 2005 in all capacities for the accounts of
      our
      executives, including the Chief Executive Officer (CEO) and Chief Financial
      Officer (CFO):








**SUMMARY
      COMPENSATION TABLE**





**Name
                and Principal Position**
            
            
            **Year**
            
            
            **Salary**
              **($)**
            
            
            **Bonus**
              **($)**
            
            
            **Stock
                Awards**
              **($)**
            
            
            **Option
                Awards**
              **($)**
            
            
            **Non-Equity
                Incentive Plan Compensation ($)**
            
            
            **Non-Qualified
                Deferred Compensation Earnings**
              **($)**
            
            
            **All
                Other Compensation**
              **($)**
            
            **Totals**
              **($)**Jeffrey
                Glick,
              Chief
                Executive Officer, Chief Financial Officer
            
            
            2006
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            $
            02005
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            $
            0Darren
                Glick, President
            
            
            2006
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            $
            02005
            
            $
            0
            
            
            0
            
            
            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 2, 2007 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
                SHARES**5%
                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**
            **PERCENT**Common
                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.




**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, 2006 , we were billed $20,400 and
        $5,000 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, 2006.


**Tax
      Fees**




For
      the
      Company’s fiscal year ended December 31, 2006, 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, 2006.








**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.**





**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.




**Genesis
                Realty Group, Inc.**By:
            */s/
                Jeffrey Glick*JEFFREY
                GLICKChief
                Executive Officer,
              Chief
                Financial OfficerDate:
            April
                2, 2007





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.





**Name**
            
            **Title**
            
            **Date***/s/
                Jeffrey Glick*
            
            Chief
                Executive Officer,
            
            April
                2, 2007JEFFREY
                GLICK
            
            Chief
                Financial Officer