UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ____________________________________________________
  Amendment No. 1 to
 FORM
10-K
 
 (Mark
One)
 x
                ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
The Fiscal Year Ended December 31, 2008
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  Commission
File No.  333-63460
 
 GENESIS
      GROUP HOLDINGS, INC.(Exact
      name of issuer as specified in its charter)DELAWARE
                65-0908171(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.  Employer
      Identification No.)1 University Place, Suite
      #12-C
                  New
      York, NY 10003
                10003(Address
      of principal executive offices)
                (Zip
      Code)Registrant’s
      telephone number, including area code:(732)
      409-1212
  Securities
      registered under Section 12(b) of the Exchange Act:
                None.Securities
      registered under Section 12(g) of the Exchange Act:
                Common
      stock, $.0001 per share.(Title
      of class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.       
Yes o    No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes o     No x
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
No o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K.   o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
              o
              
              Accelerated
      filer
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              o
              
              Smaller
      reporting company
              x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o   No
x
 
 Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2008, was: $0
 
 
 As of
December 31, 2008, the registrant had 1,079,020 shares
issued and outstanding.
 
 Documents Incorporated by
Reference:
 None.
 
 
   TABLE
OF CONTENTS
  PART
      I
                
                1ITEM
      1.
                DESCRIPTION OF
    BUSINESS
                1ITEM
      2.
                PROPERTIES
                1ITEM
      3.
                LEGAL PROCEEDINGS
                1ITEM
      4.
                SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                1PART
      II
                
                1ITEM
      5.
                MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
                1ITEM
      6.
                SELECTED FINANCIAL
    DATA
                2ITEM
      7.
                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS
                2ITEM
      7A.
                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK
                3ITEM
      8.
                FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
                F-ITEM
      9.
                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE
                4ITEM
      9A(T).
                CONTROLS AND
    PROCEDURES
                4PART
      III
                
                4ITEM
      10.
                DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
                4ITEM
      11.
                EXECUTIVE
COMPENSATION
                6ITEM
      12.
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
                6ITEM
      13.
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE
                7ITEM
      14.
                PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
                7PART
      IV
                
                8ITEM
      15.
                EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
                8SIGNATURES
                
                9
  
 
 
 PART
I
  ITEM
1.         DESCRIPTION OF
BUSINESS.
  Business Development &
Business Overview
 
 Genesis
Group Holdings, Inc. (formerly known as Genesis Realty Group, Inc.) (“the
Company”) was incorporated on November 22, 1999 under the laws of the State of
Delaware.  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 available opportunities and raising capital for future operations and
administrative functions.
  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.
  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 are no longer maintaining this website,
we intend to develop a new business plan which will allow us to take advantage
of new opportunities that become available.
  Our
corporate offices are located at 1 University Place, Suite 12-C, New York, NY
10003 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.
 
 Our
business office is located at 1 University Place, Suite 12-C, New York, NY
10003.
  ITEM
3.         LEGAL
PROCEEDINGS.
  To the
best of our knowledge, there are no known or pending litigation proceedings
against us..
 
 ITEM
4.         SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS.
  None.
 
 PART
II
  ITEM
5.         MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
 
 Market
Information
 
 On August
4, 2008 the Board of Directors and shareholders of the Company authorized and
approved a 1-for-20 reverse share split of the common stock of the
Corporation.  The Company also authorized an increase in the number of
shares of stock to 500,000,000 shares of common stock and created a new class of
stock entitled blank check preferred stock at par value of $.0001 for 50,000,000
authorized shares.
 
 Our
common stock has traded on the OTC Bulletin Board system under the symbol
“GRYG”. As of  August 4, 2008 the Board of Directors and
Shareholders authorized and approved the name change to Genesis Group Holdings,
Inc. and change the symbol to “GGHO”. Although these actions were approved by
the directors and shareholders on August 4, 2008, this symbol change became
effective on September 8, 2008.
   -1-
 
 The
following table sets forth the high and low trade information for our common
stock for each quarter since we began trading on February 20, 2008. The prices
reflect inter-dealer quotations, do not include retail mark-ups, markdowns or
commissions and do not necessarily reflect actual transactions.
  Quarter
      ended
                        
                        Low
      Price
                        
                        
                        High
      PriceDecember
      31, 2008
                        
                        $
                        .24
                        
                        
                        $
                        .24September
      30, 2008
                        
                        $
                        1.17
                        
                        
                        $
                        1.17June
      30, 2008
                        
                        $
                        1.60
                        
                        
                        $
                        1.60March
      31, 2008
                        
                        $
                        .60
                        
                        
                        $
                        .60
  Holders
 
 As of
April 15, 2009 in accordance with our transfer agent records, we had 71 record
holders of our Common Stock.
  Dividends
 
 To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  Stock
Option Grants
 
 To date,
we have not granted any stock options.
 
 ITEM
6.         SELECTED FINANCIAL
DATA.
 
 Not
applicable.
 
 ITEM
7.          MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 
 MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  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 Group Holdings, 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.
 
 On
February 20, 2007, the Company entered into an agreement with Michael Farkas and
three of his companies in which he is a beneficial owner (Atlas Equity Group,
Inc., The Farkas Group, Inc. and The Atlas Group of Companies, LLC) to grant him
the right to convert any or all debt into fully paid and non-assessable shares
of Common Stock. As of December 31, 2008 Michael D. Farkas, Atlas Equity Group,
Inc. and the Atlas Group of Companies, LLC are owed $38,370, $124,755, $4,311
and $80,950 respectively. Michael Farkas, Atlas Equity Group, Inc. and The Atlas
Group of Companies, LLC will or has loaned money to the company since the
conversion of debt letter and will continue to loan money to the Company. These
loans or notes are subject to the same agreement and will most likely be
converted into the common stock of the company as well. These shares are not to
be effected by a recapitalization. Mr. Farkas is not an officer, director, or
affiliate of the Company. He does not own and is not allowed to convert his loan
into more than 4.9% of the Company’s common stock as outline I his note
conversion agreement.
   -2-
   PERIOD
FROM NOVEMBER 22, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31,
2008
 
 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 $343,820 primarily consisting
of accounting, legal, office general and the expense in retaining our domain
name and development of our website.
 
 YEAR
ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007
 
 Development
stage losses during the year ended December 31, 2008 were $35,645 as compared to
$ 45,143 for the year ended December 31, 2007.
 
 Expenses
for the year ended December 31, 2008 were primarily accounting ($19,496), legal
fees ($13,310) and transfer agent fees ($1,354) in connection with our annual
regulatory filing.
 
 Expenses
for the year ended December 31, 2007 were primarily accounting ($27,800), legal
($15,813), and transfer agent fees ($1,057) 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, 2008, we incurred a net loss of $35,645.  Our
accumulated deficit since inception is $343,820.  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 (see
financial statement Subsequent Event Footnote 7).  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.
 
 Off-Balance Sheet
Arrangements
  We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  ITEM 7A.      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not
applicable because we are a smaller reporting company.
 
 
 -3-
 
  ITEM 8.         FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
  GENESIS  GROUP
HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 FINANCIAL
STATEMENTS
 FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2008
 AND 2007
AND FOR THE YEARS ENDED DECEMBER 31,
 2008 AND
2007 AND FOR THE PERIOD NOVEMBER 22, 1999
 (DATE OF
INCEPTION) THROUGH DECEMBER 31, 2008
     
 
 
 
 
 
 
 GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
Development Stage Entity)
 
 
 TABLE
OF CONTENTS
 
 
 REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  F-1FINANCIAL
      STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE YEARS ENDED
      DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD NOVEMBER 22, 1999 (DATE OF
      INCEPTION) THROUGH DECEMBER 31, 2008Balance
      sheet
                  F-2Statements
      of operations
                  F-3Statements
      of stockholders’ deficiency
                  F-4-F-5Statements
      of cash flows
                  F-6-F-7Notes
      to financial statements
                  F-8-F-14
 
 
 
 
 
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Stockholders and
 Board of
Directors
 Genesis
Group Holdings, Inc.
 
 
 We have
audited the accompanying balance sheets of Genesis Group Holdings, Inc.
[formerly Genesis Realty Group, Inc.]  (a development stage company)
as of December 31, 2008 the related statement of operations, change in
stockholders’ deficiency and cash flows for the years ended December 31, 2008
and 2007 and for the period November 22, 1999 (date of inception) to December
31, 2008.  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 statement referred to above present fairly, in all
material respects, the financial position of Genesis Group Holdings, Inc. as of
December 31, 2008, and the result of its operations and its cash flows for the
years ended December 31, 2008 and 2007 and for the period November 22, 1999
(date of inception) to December 31, 2008 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.
 
 March 30,
2009
 
 
 
 
 F-1
  GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 BALANCE
SHEET
 
 ASSETS
                        
                        DECEMBER
      31,
                        
                        
                        DECEMBER
      31,2008
                        
                        
                        2007CURRENT
      ASSETS:Cash
                        
                        $
                        23
                        
                        
                        $
                        92TOTAL
      ASSETS
                        
                        $
                        23
                        
                        
                        $
                        92LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable
                        
                        $
                        116,472
                        
                        
                        $
                        113,952Accounts
      payable - related party
                        
                        
                        
                        
                        
                        
                        85,000Loan
      payable - related party
                        
                        
                        111,100
                        
                        
                        
                        30,150Notes
      payable - related party
                        
                        
                        140,218
                        
                        
                        
                        92,750Total
      current liabilities
                        
                        
                        367,790
                        
                        
                        
                        321,852STOCKHOLDERS’
      DEFICIENCY:Preferred
      Stock, par value $.0001 per share; 50,000,000 sharesauthorized;
      0 shares and 0 shares issued and outstandingat
      December 31, 2008 and December 31, 2007
                        
                        
                        0
                        
                        
                        
                        0Common
      Stock, par value $.0001 per share; 500,000,000 sharesauthorized;
      1,079,020 and 1,079,020 shares issued andoutstanding
      at December 31, 2008 & December 31, 2007, respectively
                        
                        
                        108
                        
                        
                        
                        108Additional
      paid-in capital
                        
                        
                        221,879
                        
                        
                        
                        221,879Deficit
      accumulated during the development stage
                        
                        
                        (343,820
                        )
                        
                        
                        (308,175
                        )Stock
      subscription receivable, including accrued interest of $
      75,146and
      $69,966 as of December 31, 2008 and December 31, 2007
                        
                        
                        (245,934
                        )
                        
                        
                        (235,572
                        )Total
      stockholders’ deficiency
                        
                        
                        (367,767
                        )
                        
                        
                        (321,760
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                        
                        $
                        23
                        
                        
                        $
                        92
  The
accompanying notes are an integral part of these financial
statements.
  F-2
 
 GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS
OF OPERATIONS
  YEAR
      ENDED
                                      DECEMBER
      31,
                                    
                                    
                                    FOR
      THE PERIOD
                                          NOVEMBER 22,
      1999
                                          (DATE OF
      INCEPTION)
                                          TO2008
                                    
                                    
                                    2007
                                    
                                    
                                    DECEMBER
      31, 2008DEVELOPMENT
      STAGE REVENUES
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    0DEVELOPMENT
      STAGE EXPENSES:Amortization
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    1,354Accounting
                                    
                                    
                                    19,496
                                    
                                    
                                    
                                    27,800
                                    
                                    
                                    
                                    155,946Bad
      debt expense
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    22,429Bank
      charges
                                    
                                    
                                    234
                                    
                                    
                                    
                                    223
                                    
                                    
                                    
                                    1,728Consulting
      fees
                                    
                                    
                                    1,017
                                    
                                    
                                    
                                    743
                                    
                                    
                                    
                                    6,700On-line
      services
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    3,400Domain
      names
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    50,070Legal
      fees
                                    
                                    
                                    13,310
                                    
                                    
                                    
                                    15,813
                                    
                                    
                                    
                                    57,700Corporate
      fees
                                    
                                    
                                    164
                                    
                                    
                                    
                                    150
                                    
                                    
                                    
                                    5,621Office
      general
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    90,515Shareholder
      related services
                                    
                                    
                                    120
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    431Transfer
      agent fees
                                    
                                    
                                    1,354
                                    
                                    
                                    
                                    1,057
                                    
                                    
                                    
                                    12,722Website
      development
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    50,000Printing
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    630TOTAL
      DEVELOPMENT STAGE EXPENSES
                                    
                                    
                                    35,695
                                    
                                    
                                    
                                    45,786
                                    
                                    
                                    
                                    459,246LOSS
      FROM OPERATIONS
                                    
                                    
                                    (35,695
                                    )
                                    
                                    
                                    (45,786
                                    )
                                    
                                    
                                    (459,246
                                    )GAIN
      ON SALE OF INVESTMENT
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    99,500OTHER
      INCOME
                                    
                                    
                                    10,361
                                    
                                    
                                    
                                    10,361
                                    
                                    
                                    
                                    77,397INTEREST
      EXPENSE
                                    
                                    
                                    (10,311
                                    )
                                    
                                    
                                    (9,747
                                    )
                                    
                                    
                                    (38,258
                                    )OTHER
      EXPENSE
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    (23,213
                                    )NET
      LOSS
                                    
                                    $
                                    (35,645
                                    )
                                    
                                    $
                                    (45,143
                                    )
                                    
                                    $
                                    (343,820
                                    )LOSS
      PER COMMON SHAREBasic
      and diluted
                                    
                                    $
                                    (0.03
                                    )
                                    
                                    $
                                    (0.04
                                    )Weighted-average
      number of commonshares
      outstanding
                                    
                                    
                                    1,079,020
                                    
                                    
                                    
                                    1,079,020
  The
accompanying notes are an integral part of these financial
statements.
  F-3
    GENESIS
GROUP HOLDINGS, INC.
 [formerly
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
                        
                        
                        
                        -Common
      stock issued to Glick Global Development LLC
                        
                        
                        17,078,661
                        
                        
                        
                        17,079
                        
                        
                        
                        153,708
                        
                        
                        
                        0
                        
                        
                        
                        (170,787
                        )
                        
                        
                        0Accrued
      interest
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (2476
                        )
                        
                        
                        (2,476
                        )Loss
      during development stage for the yearended
      December 31, 2001
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        (39,733
                        )
                        
                        
                        
                        
                        
                        
                        (39,733
                        )Balance,
      December 31, 2001
                        
                        
                        19,580,393
                        
                        
                        
                        19,580
                        
                        
                        
                        182,407
                        
                        
                        
                        (55,413
                        )
                        
                        
                        (173,263
                        )
                        
                        
                        (26,689
                        )Accrued
      interest
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (12640
                        )
                        
                        
                        (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
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (10390
                        )
                        
                        
                        (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
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS
OF STOCKHOLDERS’ DEFICIT (continued)
  DEFICITACCUMULATEDCOMMON
      STOCK
                        
                        
                        ADDITIONAL
                        
                        
                        DURING
      THE
                        
                        
                        STOCKPAID-IN
                        
                        
                        DEVELOPMENT
                        
                        
                        SUBSCRIPTIONSHARES
                        
                        
                        AMOUNT
                        
                        
                        CAPITAL
                        
                        
                        STAGE
                        
                        
                        RECEIVABLE
                        
                        
                        TOTALBalance,
      December 31, 2003
                        
                        
                        979,020
                        
                        
                        
                        98
                        
                        
                        
                        201,889
                        
                        
                        
                        (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
                        
                        
                        979,020
                        
                        
                        
                        98
                        
                        
                        
                        201,889
                        
                        
                        
                        (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
                        
                        
                        979,020
                        
                        
                        
                        98
                        
                        
                        
                        201,889
                        
                        
                        
                        (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
                        
                        
                        979,020
                        
                        
                        
                        98
                        
                        
                        
                        201,889
                        
                        
                        
                        (263,032
                        )
                        
                        
                        (225,183
                        )
                        
                        
                        (286,228
                        )Common
      shares issued for conversion of AccountsPayable
      on November 11, 2007
                        
                        
                        100,000
                        
                        
                        
                        10
                        
                        
                        
                        19,990
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        20,000Accrued
      interest stock subscription receivable
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (10,390
                        )
                        
                        
                        (10,390
                        )Loss
      during development stage for the yearended
      December 31, 2007
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        (45,143
                        )
                        
                        
                        0
                        
                        
                        
                        (45,143
                        )Balance,
      December 31, 2007
                        
                        
                        1,079,020
                        
                        
                        
                        108
                        
                        
                        
                        221,879
                        
                        
                        
                        (308,175
                        )
                        
                        
                        (235,573
                        )
                        
                        
                        (321,761
                        )Accrued
      interest stock subscription receivable
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (10,361
                        )
                        
                        
                        (10,361
                        )Loss
      during development stage for the year endedended
      December 31, 2008
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        (35,645
                        )
                        
                        
                        0
                        
                        
                        
                        (35,645
                        )Balance,
      December31, 2008
                        
                        
                        1,079,020
                        
                        
                        $
                        108
                        
                        
                        $
                        221,879
                        
                        
                        $
                        (343,820
                        )
                        
                        $
                        (245,934
                        )
                        
                        $
                        (367,767
                        )
   The accompanying notes are
an integral part of these financial statements.
 
 F-5
 
 GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY
 STATEMENTS
OF CASH FLOWS
   YEAR
      ENDED
                                  DECEMBER
      31,
                                
                                
                                FOR
      THE PERIOD
                                      NOVEMBER 22,
      1999
                                      (DATE OF
      INCEPTION)
                                      TOOPERATING
      ACTIVITIES
                                
                                2008
                                
                                
                                2007
                                
                                
                                DECEMBER
      31, 2008Net
      loss
                                
                                $
                                (35,645
                                )
                                
                                $
                                (45,143
                                )
                                
                                $
                                (343,820
                                )Adjustment
      to reconcile net loss to net cashused
      by operationsInterest
      on stock subscription receivable
                                
                                
                                (10,361
                                )
                                
                                
                                (10,390
                                )
                                
                                
                                (75,146
                                )Changes
      in assets and liabilitiesIncrease
      (Decrease) in accounts payableand
      accrued expenses
                                
                                
                                31,381
                                
                                
                                
                                54,155
                                
                                
                                
                                116,472Net
      cash used by operating activities
                                
                                
                                (14,625
                                )
                                
                                
                                (1,378
                                )
                                
                                
                                (302,494
                                )INVESTING
      ACTIVITIESConversion
      of note into common stock
                                
                                
                                -
                                
                                
                                
                                (20,000
                                )
                                
                                
                                -Increase
      in loans and advances-related
      party
                                
                                
                                10,257
                                
                                
                                
                                150
                                
                                
                                
                                111,100Net
      cash used by investing activities
                                
                                
                                10,257
                                
                                
                                
                                (19,850
                                )
                                
                                
                                111,100FINANCING
      ACTIVITESProceeds
      from stock subscriptions
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (170,788
                                )Proceeds
      from promissory notes
                                
                                
                                4,300
                                
                                
                                
                                1,180
                                
                                
                                
                                140,218Proceeds
      from issuance of common stock
                                
                                
                                -
                                
                                
                                
                                20000
                                
                                
                                
                                221,987Net
      cash provided by financing activites
                                
                                
                                4,300
                                
                                
                                
                                21,180
                                
                                
                                
                                191,417(DECREASE)
      INCREASE IN CASH
                                
                                
                                (68
                                )
                                
                                
                                (48
                                )
                                
                                
                                23CASH,
      BEGINNING OF PERIOD
                                
                                
                                91
                                
                                
                                
                                140
                                
                                
                                
                                0CASH,
      END OF PERIOD
                                
                                $
                                23
                                
                                
                                $
                                92
                                
                                
                                $
                                23
  The
accompanying notes are an integral part of these financial
statements.
  F-6
   GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENT
OF CASH FLOWS (continued)
 
  YEARS
      ENDED
                                    DECEMBER
      31,
                                
                                
                                FOR
      THE PERIOD
                                      NOVEMBER 22,
      1999
                                    (DATE OF INCEPTION)
      TO2008
                                
                                
                                2007
                                
                                
                                DECEMBER
      31, 2008Supplemental
      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
GROUP HOLDINGS, INC.
 [FORMERLY
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
  1. DESCRIPTION
OF BUSINESS AND GOING CONCERN
  DESCRIPTION
OF BUSINESS
 
 Genesis
Group Holdings, Inc. (formerly known as Genesis Realty Group, Inc.) (“the
Company”) was incorporated on November 22, 1999 under the laws of the State of
Delaware.  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 available opportunities and raising capital for future operations and
administrative functions.
 
 On August
1, 2008 the Company authorized and approved a 1-for-20 reverse share split of
the common stock of the Corporation.  The Company also authorized an
increase in the number of shares of stock to 500,000,000 shares of common stock
and created a new class of stock entitled blank check preferred stock at par
value of $.0001 for 50,000,000 authorized shares.
 
 The
1-for-20 reverse stock split has been applied to the financial statements
retroactively.
  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, 2008 aggregated $343,820 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
GROUP HOLDINGS, INC.
 [formerly
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
GROUP HOLDINGS, INC.
 [formerly
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
September 2006, the Financial Accounting Standards Board ("FASB")issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements," which defines fair value, establishes a framework for measuring
fair value, and requires expanded disclosures about fair value measurements. In
February 2008, the FASB issued FASB Staff Position ("FSP") FAS 157-2, "Effective
Date of FASB Statement No. 157," which delays the effective date of SFAS No. 157
by one year for non-financial assets and
 
  F-10
 
 
 GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS (continued)
 liabilities,
except those recognized or disclosed at fair value in the financial statements
on a recurring basis. The Company adopted all required portions of SFAS No. 157
effective November
1,2008. The adoption of SFAS No. 157 did not have a material effect on the
Company's results of operations, financial position or cash flows. The portions
of SFAS No. 157 that were delayed by FSP FAS 157-2 will be adopted by the
Company at the beginning of fiscal 2010 and the Company is currently in the
process of evaluating the effect such adoption will have on its results of
operations, financial position and cash flows.
  In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115." SFAS No. 159 permits entities to choose to measure certain
financial assets and liabilities at fair value that are not currently required
to be measured at fair value, and report unrealized gains and losses on items
for which the fair value option has been elected in earnings. The Company
adopted  SFAS No. 159 effective November 1, 2008 and has not elected
to measure any financial assets and financial liabilities at fair value that
were not previously required to be measured at fair value. Accordingly, the
adoption of SFAS No. 159 did not impact the Company's results of operations,
financial position or cash flows.
 
  In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles." SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements that are presented in conformity with
generally accepted accounting principles. SFAS No. 162 became effective November
15, 2008. The adoption of SFAS No. 162 did not have a material effect on the
Company's results of operations, financial position or cash flows.
  In December 2007, the
FASB issued SFAS No. 141(R), "Business Combinations."
SFAS No. 141(R) is a revision of SFAS    No.141 and retains
the fundamental requirements in SFAS 141 that the acquisition method of
accounting (formerly the "purchase accounting" method) be used for all business
combinations and for an acquirer to be identified for each business combination.
However, SFAS No. 141(R) changes the approach of applying the acquisition method
in a number of significant areas, including that acquisition costs will
generally be expensed as incurred; non-controlling interests will be valued at
fair value at the acquisition date; in-process research and development will be
recorded at fair value as an indefinite-lived intangible asset at theacquisition
date; restructuring costs associated with a business combination will generally
be expensed subsequent to the acquisition date; and changes in deferred tax
asset valuation allowances and income tax uncertainties after the acquisition
date generally will affect income tax expense. SFAS No.141(R) is effective on a
prospective basis for all business combinations for which the acquisition date
is on or after the beginning of the first fiscal year beginning on or after
December 15, 2008, or in fiscal 2010 for the Company.
The
 
 F-11
 
 
 
 GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS (continued)
 Company
is currently in the process of evaluating the effect the adoption of SFAS No.
141(R) will have on its results of operations, financial position and cash
flows.
  In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51." This statement
requires the recognition of a non-controlling interest (previously referred to
as minority interest) as a separate
component within equity in the consolidated balance sheet. It also requires the
amount of consolidated net income attributable to the parent and the
non-controlling interest be clearly identified and presented within the
consolidated statement of operations. SFAS No. 160
is effective for fiscal years beginning on or after December 15, 2008, or in
fiscal 2010 for the Company. The Company is currently in the process of
evaluating the effect the adoption of SFAS No. 160 will have on its results of
operations, financial position and cash flows.
 
 In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities - an amendment of FASB Statement No. 133." SFAS No. 161
expands the disclosure requirements in SFAS No. 133 about an entity's derivative
instruments and hedging activities. It requires enhanced disclosures about (i)
how and why an entity uses derivative instruments; (ii)how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations; and (iii) how derivative instruments and related
hedged items affect an entity's financial position, financial performance and
cash flows. SFAS No. 161 is effective for fiscal years and interim periods
beginning after November 15, 2008, or in the second quarter of fiscal 2009 for The
Company. The Company is currently in the process of evaluating the effect the
adoption of SFAS No. 161 will have on its financial statement
disclosures.
 3. NOTES
PAYABLE – RELATED PARTY
 Through
December 31, 2008 and 2007 the Company executed notesaggregating a total
of      $140,218 and $92,750 with Atlas
Equity.  These unsecured notes are short-term borrowings with
maturities of less then one year with an interest rate of 10%.
  4. 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, 2008 and December 31, 2007 the Company had net operating loss
carryforwards (“NOL’s”) of $343,820 and $306,476, which will be available to
reduce future taxable income and expense through 2028.
 
 
 
 F-12
 
 
 GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
  In
accordance with SFAS No. 109 the Company has computed the components or deferred
income taxes as follows.
 
 December
      31,
                            2008
                          
                          
                          December
      31,
                            2007Deferred
      tax assets
                          
                          $
                          135,809
                          
                          
                          $
                          121,059Valuation
      allowance
                          
                          
                          (135,809
                          )
                          
                          
                          (121,059
                          )Deferred
      tax asset, net
                          
                          $
                          -
                          
                          
                          $
                          -
  At
December 31, 2008 and December 31, 2007, 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 are as
follows:
  Year
      ended December 31,2008
                                      
                                      
                                      2007U.S.
      statutory tax rate
                                      
                                      
                                      34.0%
                                      
                                      
                                      
                                      34.0%State
      and local taxes
                                      
                                      
                                      5.5
                                      
                                      
                                      
                                      5.5Valuation
      allowance
                                      
                                      
                                      (39.5
                                      )
                                      
                                      
                                      (39.5
                                      )Effective
      rate
                                      
                                      
                                      0.0%
                                      
                                      
                                      
                                      0.0%
   5. STOCKHOLDERS’
EQUITY.
  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 853,933 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 is overdue as
of December 31, 2008. Such note is secured by the 853,933 shares of the
Company’s common stock.
 
 
 
 F-13
 
 GENESIS
GROUP HOLDINGS, INC.
 [formerly
GENESIS REALTY GROUP, INC.]
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 On
November 11, 2007, the Company entered into an agreement with Michael Farkas to
convert $20,000 of outstanding principal into 2,000,000 common shares at a
conversion price of $.01 per share.  Mr Farkas  is a member
of the Company’s board of directors.
  6. RELATED PARTY
TRANSACTIONS
 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.
  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 him the right to convert any or all debt
into fully paid and non-assessable shares of Common Stock.  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.
  7.                    
SUBSEQUENT EVENT
  During
March 2009, the Company, through its wholly-owned subsidiary Genesis Oil
Services, Inc. (a Delaware corporation), executed an agreement to acquire Falcon
Rigs, Inc. (Falcon), (an Oklahoma corporation) – a manufacturer, re-builder and
repairer of oil-well servicing drilling rigs. Purchase terms and due diligence
are anticipated to be finalized prior to June, 2009
 F-14
   ITEM
9.         CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  Our
accountant is Moore & Associates, Chartered Independent Registered
Public Accounting Firm. 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
9A(T). CONTROLS AND PROCEDURES
  Evaluation
of Disclosure Controls and Procedures
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Management's
Annual Report on Internal Control Over Financial Reporting.
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
 Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 2008, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
  Changes
in Internal Control over Financial Reporting
 
 No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
  PART
III
  ITEM
10.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
 Our
executive officer’s and director’s as of April 15, 2009 are as
follows:
  NAME
                AGE
                POSITION
                DATE
      APPOINTEDJeffrey
      Glick
                65
                CEO,
      CFO and Chairman of the Board
                October
      5, 2001Darren
      Glick
                36
                President,
      Secretary and Director
                October
      5, 2001
   -4-
   The
following summarizes the occupation and business experience during the past five
years for our sole officer and directors.
 
 Jeffrey Glick, 65, 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, 36, 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.  Mr. Thompson is employed as the
CEO of the company pursuant to a five year employment contract.
 
 Our
officer and director has not filed any bankruptcy petition, been convicted of or
been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
 
 Family
relationships
  Jeffrey Glick,
our Chief Executive Officer and Chief Financial Officer is the father
of Darren Glick, our President and Secretary.
 
 Term
of Office
  Our sole
director was 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 sole officer was appointed by our board of directors and
holds office until removed by the board
 
 Current
Issues and Future Management Expectations
 
 No board
audit committee has been formed as of the filing of this Annual
Report.
  Compliance
With Section 16(A) Of The Exchange Act.
  Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% 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 and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.
 
 Code
of Ethics
  The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics was previously filed with the
10KSB on March 26, 2008 as an exhibit.
   -5-
 
 ITEM
11.       EXECUTIVE COMPENSATION
  The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended
December 31, 2008, and 2007 in all capacities for the accounts of our executive,
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
                        ($)
                      
                      Nonqualified
      Deferred Compensation Earnings
                        ($)
                      
                      All
      Other Compensation
                        ($)
                      
                      Total
                        ($)Jeffrey
      Glick,
                        Chief Executive Officer,
                      2008
                      
                      $
                      0
                      
                      0
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0Chief
      Financial Officer
                      2007
                      
                      $
                      0
                      
                      0
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0Darren
      Glick,
                      2008
                      
                      $
                      0
                      
                      0
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0President
                      2007
                      
                      $
                      0
                      
                      0
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0
                      
                      0
                      
                      $
                      0
 
 1)
  2)
  3)
              For
      the calendar year 2007, Jeffrey Glick is to receive $7,229 in medical and
      dental insurance as well as $950 for automobile expenses pursuant to an
      employment agreement entered into with
us.
 
 Employment
Agreements
 
 None
 
 Outstanding
Equity Awards
  None
  Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
  Compensation of
Directors
 
 Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
 
 ITEM
12.       SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
  The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of April 15, 2009
and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
  Title
      of Class
                  Name
      and Address
                    of
      Beneficial Owner
                  Amount
      and Nature
                    of
      Beneficial Owner
                  Percent
      of
                    Class
      (1)Common
      Stock
                  Glick
      Global Development, LLC
                    225
      Broadway, Suite 910
                    New
      York, New York 10007
                  853,933
                  87%Common
      Stock
                  All
      executive officers and directors as a group
                  853,933
                  87%
   -6-
    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 213,483 shares as a twenty-five (25%) shareholder
      of Glick Global Development, LLC.3.
                  Lillian
      Glick beneficially owns 853,933 shares as a principal shareholder of Glick
      Global Development, LLC.4.
                  Deborah
      Glick beneficially owns 213,483 shares as a twenty-five (25%) shareholder
      of Glick Global Development,
LLC.
  Stock Option
Grants
  We have
not granted any stock options to our executive officer since our
incorporation.
 
 ITEM 13.       CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTORINDEPENDENCE
 
 None.
  ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND
SERVICES
 
 Audit
Fees
  For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $14,875 and $2,100 for professional services rendered for the
audit and review of our financial statements.
  Audit Related
Fees
 
 The fees
for audit related services for the years ended December 31, 2008 and 2007 were
$0 and $0.
 
 Tax Fees
  For the
Company’s fiscal years ended December 31, 2008 and 2007, we were not billed 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 years ended December 31, 2008 and
2007.
  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 thereunto duly authorized.
 
 Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
  -approved
by our audit committee; or
 
 -entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.
 
 The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does  not have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
   -7-
   PART
IV
 
 ITEM
15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
  a)
Documents filed as part of this Annual Report
  3.
Exhibits
  14
                Code
      of Ethics *31.1
                Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer
  32.1
              Section
      1350 Certification of Chief Executive Officer and Chief Financial
      Officer
  * Filed
with the original Form 10-KSB on April 15, 2008
 
  -8-
    SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
  Dated:
December 18 , 2009
  GENESIS GROUP HOLDINGS,
      INC.By:
                /s/
      Jeffrey GlickJeffrey
      Glick
                  Chief
      Executive Officer,
                  Chief
      Financial Officer
 
  PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
  Name
                      
                      Title
                      
                      Date/s/
      Jeffrey Glick
                      
                      Chief
      Executive Officer,
                      
                      December 18 , 2009Jeffrey
      Glick
                      
                      Chief
      Financial Officer
      -9-