SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE


SECURITIES
EXCHANGE ACT OF 1934





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


SECURITIES
EXCHANGE ACT OF 1934





For
Fiscal Year Ended


December
31, 2007





Commission
File number 333-63460





GENESIS
REALTY GROUP, INC.


(Name of
small business issuer in its charter)





Delaware
            65-0908171(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employer Identification No.)52
      Vanderbilt Avenue, Suite 1503
              New
      York, NY
            10017(Address
      of principal executive offices)
            (Zip
      Code)





(212)
406-4954


(Registrant’s
telephone number, including area code)





230
Park Ave, 10th Floor


New
York, New York, NY 10017


(Former
name, former address and former fiscal year,


if
changed since last report)





Securities
      registered under Section 12(b) of the Exchange Act:
            None





Securities
      registered under Section 12(g) of the Exchange Act:
            Common
      Stock, $0.0001 par value





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during he
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yesx Noo





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


Yesx Noo





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





Revenues
for year ended December 31, 2007: $0














Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2007, was: $0





Number of
shares of the registrant’s common stock outstanding as of April 14, 2008 was:
19,580,393





Transfer
      Agent as of April 14, 2008:
            Corporate
      Stock Transfer & Trust Co.
              3200
      Cherry Creek Drive
              Denver,
      Colorado 80209















PART I





Item 1. Description of
Business




Business
Development





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




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




Business
Overview




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




Prior Business
Model




We were
initially incorporated to develop and operate an online auction web site that
was dedicated to bringing together buyers and sellers of real estate. The
website was located at www.i-realtyauction.com and served as a centralized
auction for buyers and sellers to meet, negotiate sales, and finally consummate
transactions directly, thereby bypassing the time and expense of intermediaries.
Our goal was to create an integrated real estate site for individuals on both
sides of the transaction, and thus would offer additional value added services
through links to its strategic partners. We anticipated that we would have
achieved this goal by growing through acquisitions of companies and businesses
in complimentary industries. In addition to the auction, anticipated products to
be offered through strategic partners would have included: loan services,
insurance, appraisal, moving and shipping companies, interior design
specialists, content links for researching real property, and image hosting
services for showing an item on line. We do not intend to continue to maintain
our auction web site.




Our
corporate offices are located at 52 Vanderbilt Avenue, Suite 1503, New York, NY
10017 and our telephone number is (212) 406-4954.




Employees





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





Item 2. Description of
Property




We
currently use office space at 52 Vanderbilt Avenue, Suite 1503, New York, NY
10017.












Item 3. Legal
Proceedings





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





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




None.






PART II





Item 5. Market
for Common Equity and Related Stockholder Matters




On April
14, 2008 there are over 100 shareholders of record of the Company’s common
stock. The Company’s common stock is currently available for trading on the Over
the Counter Bulletin Board under the symbol GRYG.




Dividends




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





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




The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition.  The discussion should be read along with our
financial statements and notes thereto. Genesis Realty Group, Inc. is a
development stage company. Because the Company has not generated any revenue, it
intends to report its plan of operation below.
 
 The
following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties.  The Company’s actual results may
differ significantly from the results, expectations and plans discussed in these
forward-looking statements.
 
 The
Company’s operations have been devoted primarily to developing a business plan
and raising capital for future operations and administrative
functions.  The Company intends to grow through internal development,
strategic alliances, and acquisitions of existing businesses.  Because
of uncertainties surrounding its development, the Company anticipates incurring
development stage losses in the foreseeable future.  The ability of
the Company to achieve its business objectives is contingent upon its success in
raising additional capital until adequate revenues are realized from
operations.
 
 On
February 20, 2007 the Company entered into an agreement with Michael D. Farkas
and two companies that Michael D. Farkas is a beneficial owner of Atlas Equity
Group, Inc. and The Atlas Group of Companies, LLC.  Under this
agreement each entity will be able to convert debt owed by the Company for
shares of common stock valued at $.01 per share.  For the year ended
Michael D. Farkas, Atlas Equity Group, Inc., and The Atlas Group of Companies,
LLC are owed $58,089, $117,722, and $80,950, respectively which can be converted
into 5,808,900, 11,772,200, and 8,095,000 shares of common stock,
respectively.  In addition, the Company has agreed to convert future loans
at the same rate of $.01 per share.  These shares are not to be effected by
a recapitalization.
  PERIOD
FROM NOVEMBER 22, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31,
2007
 
 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 $306,475 primarily consisting
of accounting, legal, office general and the expense in retaining our domain
name and development of our website.











YEAR
ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
  Development
stage losses during the year ended December 31, 2007 was $43,443 as compared to
$32,830 for the period ended December 31, 2006.
 
 Expenses
for the year ended December 31, 2007 were primarily accounting ($26,100), legal
($15,813), and transfer agent fees ($1,057) in connection with our annual
regulatory filing.
 
 Expenses
for the year ended December 31, 2006 were primarily accounting ($25,980), legal
($5,844), and transfer agent fees ($1,415) in connection with our annual
regulatory filing.




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, 2007, we incurred a net loss of $43,443.  Our
accumulated deficit since inception is $306,475.  Such accumulated
losses have resulted primarily from costs incurred in the purchase of our domain
name and various professional fees.
 
 The
Company’s cash flow requirements during this period have been met by
contributions of capital and debt financing.  The Company anticipates
that financing will be required until such time that the Company has been able
to develop its own business or find an appropriate merger
candidate.  Currently, the Company can not determine when either will
occur and as such the Company will need to obtain financing to cover its costs
for the foreseeable future.  No assurance can be given that these
sources of financing will continue to be available.  If the Company is
unable to generate profits, or unable to obtain additional funds for its working
capital needs, it may have to cease operations.


Item 7. Financial
Statements





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


























GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 FINANCIAL
STATEMENTS
 FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2007
 AND 2006
AND FOR THE YEARS ENDED DECEMBER 31,
 2007 AND
2006 AND FOR THE PERIOD NOVEMBER 22, 1999
 (DATE OF
INCEPTION) THROUGH DECEMBER 31, 2007





































GENESIS
REALTY GROUP, INC.


(A
Development Stage Entity)




TABLE
OF CONTENTS




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              1FINANCIAL
      STATEMENTS AS OF DECEMBER 31, 2007 AND 2006 AND FOR THE YEARS ENDED
      DECEMBER 31, 2007 AND 2006 AND FOR THE PERIOD NOVEMBER 22, 1999 (DATE OF
      INCEPTION) THROUGH DECEMBER 31, 2007Balance
      sheet
              2Statements
      of operations
              3Statements
      of stockholders’ deficiency
              4-5Statements
      of cash flows
              6-7Notes
      to financial statements
              8-15











MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB REGISTERED
 
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 Genesis
Realty Group, Inc.
 (A
Development Stage Company)
 
 We have
audited the accompanying balance sheets of Genesis Realty Group, Inc. (A
Development Stage Company) as of December 31, 2007 and December 31, 2006, and
the related statements of operations, stockholders’ deficit and cash flows for
the years then ended and for the period from inception on November 22, 1999 to
December 31, 2007. 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 standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits 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 that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Genesis Realty Group, Inc. (A
Development Stage Company) as of December 31, 2007 and December 31, 2006, and
the related statements of operations, stockholders’ deficit and cash flows for
the years then ended and for the period from inception on November 22, 1999 to
December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company’s development stage losses aggregated $308,175
from inception on November 22, 1999 to December 31, 2007, which raises
substantial doubt about its 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 the outcome of this uncertainty.
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates Chartered
 Las
Vegas, Nevada
 April 14,
2008
 
 2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
   
 
 
 -1-




GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 BALANCE
SHEET




ASSETS
              
              DECEMBER
      31,
              
              
              DECEMBER
      31,2007
              
              
              2006CURRENT
      ASSETS:Cash
              
              $
              91
              
              
              $
              140TOTAL
      ASSETS
              
              $
              91
              
              
              $
              140LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
              
              $
              113,952
              
              
              $
              59,798Accounts
      payable - related party
              
              
              85,000
              
              
              
              85,000Loan
      payable - related party
              
              
              30,150
              
              
              
              50,000Notes
      payable - related party
              
              
              92,750
              
              
              
              91,570Total
      current liabilities
              
              
              321,852
              
              
              
              286,368STOCKHOLDERS’
      DEFICIT:Common
      Stock, par value $.0001 per share; 100,000,000 sharesauthorized;
      21,580,393 and 19,580,393 shares issued andoutstanding
      at December 31, 2007 & December 31, 2006, respectively
              
              
              21,580
              
              
              
              19,580Additional
      paid-in capital
              
              
              200,407
              
              
              
              182,407Deficit
      accumulated during the development stage
              
              
              (308,175
              )
              
              
              (263,032
              )Stock
      subscription receivable, including accrued interest of
    $64,785and
      $54,396 as of December 31, 2007 and December 31, 2006
              
              
              (235,573
              )
              
              
              (225,183
              )Total
      stockholders’ deficit
              
              
              (321,761
              )
              
              
              (286,228
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              91
              
              
              $
              140







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






-2-






GENESIS
REALTY GROUP, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS





YEAR
      ENDED
                
                
                FOR
      THE PERIODDECEMBER 31,
                
                
                NOVEMBER
      22, 1999(DATE
      OF INCEPTION) TO2007
                
                
                2006
                
                
                DECEMBER
      31, 2007DEVELOPMENT
      STAGE REVENUES
                
                $
                0
                
                
                $
                0
                
                
                $
                0DEVELOPMENT
      STAGE EXPENSES:Amortization
                
                
                0
                
                
                
                0
                
                
                
                1,354Accounting
                
                
                27,800
                
                
                
                25,980
                
                
                
                136,450Bad
      debt expense
                
                
                0
                
                
                
                0
                
                
                
                22,429Bank
      charges
                
                
                223
                
                
                
                275
                
                
                
                1,494Consulting
      fees
                
                
                743
                
                
                
                1,641
                
                
                
                5,683On-line
      services
                
                
                0
                
                
                
                0
                
                
                
                3,400Domain
      names
                
                
                0
                
                
                
                0
                
                
                
                50,070Legal
      fees
                
                
                15,813
                
                
                
                5,844
                
                
                
                44,390Corporate
      fees
                
                
                150
                
                
                
                148
                
                
                
                5,457Office
      general
                
                
                0
                
                
                
                0
                
                
                
                90,515Shareholder
      related services
                
                
                0
                
                
                
                0
                
                
                
                311Transfer
      agent fees
                
                
                1,057
                
                
                
                1,415
                
                
                
                11,368Website
      development
                
                
                0
                
                
                
                0
                
                
                
                50,000Printing
                
                
                0
                
                
                
                0
                
                
                
                630TOTAL
      DEVELOPMENT STAGE EXPENSES
                
                
                45,786
                
                
                
                35,303
                
                
                
                423,551LOSS
      FROM OPERATIONS
                
                
                (45,786
                )
                
                
                (35,303
                )
                
                
                (423,551
                )GAIN
      ON SALE OF INVESTMENT
                
                
                0
                
                
                
                0
                
                
                
                99,500OTHER
      INCOME
                
                
                10,390
                
                
                
                10,390
                
                
                
                67,036INTEREST
      EXPENSE
                
                
                (9,747
                )
                
                
                (7,917
                )
                
                
                (27,947
                )OTHER
      EXPENSE
                
                
                0
                
                
                
                0
                
                
                
                0PROVISION
      FOR INCOME TAXES
                
                
                0
                
                
                
                0
                
                
                
                (23,213
                )NET
      LOSS
                
                $
                (45,143
                )
                
                $
                (32,830
                )
                
                $
                (284,962
                )LOSS
      PER COMMON SHAREBasic
      and diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted-average
      number of commonshares
      outstanding
                
                
                21,580,393
                
                
                
                19,580,393
       The
accompanying notes are an integral part of these financial
statements.








-3-




GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


DEFICITACCUMULATEDCOMMON
      STOCK
                  
                  
                  ADDITIONAL
                  
                  
                  DURING
      THE
                  
                  
                  STOCKPAID-IN
                  
                  
                  DEVELOPMENT
                  
                  
                  SUBSCRIPTIONSHARES
                  
                  
                  AMOUNT
                  
                  
                  CAPITAL
                  
                  
                  STAGE
                  
                  
                  RECEIVABLE
                  
                  
                  TOTALBalance,
      November 22, 1999 (date of inception)
                  
                  
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Common
      stock issued to related parties formanagement
      services
                  
                  
                  2,500,000
                  
                  
                  
                  2,500
                  
                  
                  
                  28,700
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  31,200Loss
      during development stage for the periodNovember
      22, 1999 (inception) through  December 31, 1999
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  (4,883
                  )
                  
                  
                  0
                  
                  
                  
                  (4,883
                  )Balance,
      December 31, 1999
                  
                  
                  2,500,000
                  
                  
                  
                  2,500
                  
                  
                  
                  28,700
                  
                  
                  
                  (4,883
                  )
                  
                  
                  0
                  
                  
                  
                  26,317Loss
      during development stage for the yearended
      December 31, 2000
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  (10,797
                  )
                  
                  
                  0
                  
                  
                  
                  (10,797
                  )Balance,
      December 31, 2000
                  
                  
                  2,500,000
                  
                  
                  
                  2,500
                  
                  
                  
                  28,700
                  
                  
                  
                  (15,680
                  )
                  
                  
                  0
                  
                  
                  
                  15,520Increase
      in common stock issued resulting fromagreement
      and plan of distribution (“spin-off”)
                  
                  
                  1,732
                  
                  
                  
                  1
                  
                  
                  
                  (1
                  )
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Common
      stock issued to Glick Global Development LLC
                  
                  
                  17,078,661
                  
                  
                  
                  17,079
                  
                  
                  
                  153,708
                  
                  
                  
                  0
                  
                  
                  
                  (170,787
                  )
                  
                  
                  0Accrued
      interest stock subscription receivable
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (2,476
                  )
                  
                  
                  (2,476
                  )Loss
      during development stage for the yearended
      December 31, 2001
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  (39,733
                  )
                  
                  
                  0
                  
                  
                  
                  (39,733
                  )Balance,
      December 31, 2001
                  
                  
                  19,580,393
                  
                  
                  
                  19,580
                  
                  
                  
                  182,407
                  
                  
                  
                  (55,413
                  )
                  
                  
                  (173,263
                  )
                  
                  
                  (26,689
                  )Accrued
      interest stock subscription receivable
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (12,640
                  )
                  
                  
                  (12,640
                  )Loss
      during development stage for the yearended
      December 31, 2002
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  (69,356
                  )
                  
                  
                  0
                  
                  
                  
                  (69,356
                  )Balance,
      December 31, 2002
                  
                  
                  19,580,393
                  
                  
                  
                  19,580
                  
                  
                  
                  182,407
                  
                  
                  
                  (124,769
                  )
                  
                  
                  (185,903
                  )
                  
                  
                  (108,685
                  )
  The
accompanying notes are an integral part of these financial
statements.
   -4-
   GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
(continued)
 
   DEFICITACCUMULATEDCOMMON
      STOCK
                
                
                ADDITIONAL
                
                
                DURING
      THE
                
                
                STOCKPAID-IN
                
                
                DEVELOPMENT
                
                
                SUBSCRIPTIONSHARES
                
                
                AMOUNT
                
                
                CAPITAL
                
                
                STAGE
                
                
                RECEIVABLE
                
                
                TOTALBalance,
      December 31, 2002
                
                
                19,580,393
                
                
                
                19,580
                
                
                
                182,407
                
                
                
                (124,769
                )
                
                
                (185,903
                )
                
                
                (108,685
                )Accrued
      interest stock subscription receivable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (10,390
                )
                
                
                (10,390
                )Loss
      during development stage for the yearended
      December 31, 2003
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                (45,545
                )
                
                
                0
                
                
                
                (45,545
                )Balance,
      December 31, 2003
                
                
                19,580,393
                
                
                
                19,580
                
                
                
                182,407
                
                
                
                (170,314
                )
                
                
                (196,293
                )
                
                
                (164,620
                )Accrued
      interest stock subscription receivable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (8,139
                )
                
                
                (8,139
                )Loss
      during development stage for the yearended
      December 31, 2004
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                (34,458
                )
                
                
                0
                
                
                
                (34,458
                )Balance,
      December 31, 2004
                
                
                19,580,393
                
                
                
                19,580
                
                
                
                182,407
                
                
                
                (204,772
                )
                
                
                (204,432
                )
                
                
                (207,217
                )Accrued
      interest stock subscription receivable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (10,361
                )
                
                
                (10,361
                )Loss
      during development stage for the yearended
      December 31, 2005
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                (25,430
                )
                
                
                0
                
                
                
                (25,430
                )Balance,
      December 31, 2005
                
                
                19,580,393
                
                
                
                19,580
                
                
                
                182,407
                
                
                
                (230,202
                )
                
                
                (214,793
                )
                
                
                (243,008
                )Accrued
      interest stock subscription receivable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (10,390
                )
                
                
                (10,390
                )Loss
      during development stage for the yearended
      December 31, 2006
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                (32,830
                )
                
                
                0
                
                
                
                (32,830
                )Balance,
      December 31, 2006
                
                
                19,580,393
                
                
                
                19,580
                
                
                
                182,407
                
                
                
                (263,032
                )
                
                
                (225,183
                )
                
                
                (286,228
                )Common
      shares issued for conversion of AccountsPayable
      on November 11, 2007
                
                
                2,000,000
                
                
                
                2,000
                
                
                
                18,000
                
                
                
                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
                
                
                21,580,393
                
                
                $
                21,580
                
                
                $
                200,407
                
                
                $
                (308,175
                )
                
                $
                (235,573
                )
                
                $
                (321,761
                )
  The
accompanying notes are an integral part of these financial
statements.
   -5-
   GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS
OF CASH FLOWS
 
  FOR
      THE PERIODYEARS
      ENDED
                
                
                NOVEMBER
      22, 1999DECEMBER
      31,
                
                
                (DATE
      OF INCEPTION)OPERATING
      ACTIVITIES
                
                2007
                
                
                2006
                
                
                TO
      DECEMBER 31, 2007Net
      loss
                
                $
                (45,143
                )
                
                $
                (32,830
                )
                
                $
                (308,175
                )Adjustment
      to reconcile net loss to net cashused
      by operationsAmortization
                
                
                0
                
                
                
                0
                
                
                
                1,354Bad
      debt expense
                
                
                0
                
                
                
                0
                
                
                
                22,429Interest
      on stock subscription receivable
                
                
                (10,390
                )
                
                
                (10,390
                )
                
                
                (64,785
                )Interest
      accrued on notes receivable
                
                
                -
                
                
                
                -
                
                
                
                (2,251
                )Changes
      in assets and liabilitiesIncrease
      (Decrease) in accounts payableand
      accrued expenses
                
                
                54,154
                
                
                
                26,401
                
                
                
                198,951(Increase)
      in organization costs
                
                
                0
                
                
                
                0
                
                
                
                (1,354
                )Net
      cash used by operating activities
                
                
                (1,379
                )
                
                
                (16,819
                )
                
                
                (153,831
                )INVESTING
      ACTIVITIESConversion
      of note into common stock
                
                
                (20,000
                )
                
                
                
                
                
                
                (20,000
                )Increase
      in loans and advances-related
      party
                
                
                150
                
                
                
                0
                
                
                
                29,972Net
      cash used by investing activities
                
                
                (19,850
                )
                
                
                0
                
                
                
                9,972FINANCING
      ACTIVITESProceeds
      from promissory notes
                
                
                1,180
                
                
                
                16,300
                
                
                
                92,750Proceeds
      from issuance of common stock
                
                
                20,000
                
                
                
                0
                
                
                
                51,200Net
      cash provided by financing activites
                
                
                21,180
                
                
                
                16,300
                
                
                
                143,950(DECREASE)
      INCREASE IN CASH
                
                
                (49
                )
                
                
                (519
                )
                
                
                91CASH,
      BEGINNING OF PERIOD
                
                
                140
                
                
                
                659
                
                
                
                0CASH,
      END OF PERIOD
                
                $
                91
                
                
                $
                140
                
                
                $
                91


The
accompanying notes are an integral part of these financial
statements.
   -6-
  GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS
OF CASH FLOWS (continued)
 
  FOR
      THE PERIODYEARS
      ENDED
                    
                    
                    NOVEMBER
      22, 1999DECEMBER
      31,
                    
                    
                    (DATE
      OF INCEPTION) TO2007
                    
                    
                    2006
                    
                    
                    DECEMBER 31, 2007Supplemental
      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.
     -7-
  GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 1.
                      DESCRIPTION
      OF BUSINESS AND GOING CONCERN
 
 DESCRIPTION
OF BUSINESS
 
 Genesis
Realty Group, Inc. (“the Company”) was incorporated on November 22, 1999 under
the laws of the State of Delaware.  The Company’s operations have been
devoted primarily to structuring and positioning itself to take advantage of
opportunities available in the internet industry.  The Company intends
to grow through internal development, strategic alliances and acquisitions of
existing business.  The Company has the authority to issue 100,000,000
shares of common stock and intends to develop an auction website devoted to
selling real estate on the internet.  The Company is a development
stage company and has had limited activity. The Company’s initial activities
have been devoted to developing a business plan, structuring and positioning
itself to take advantage of opportunities available in the internet industry and
raising capital for future operations and administrative functions.
 
 The
Company was a wholly owned subsidiary of I-Incubator.com, Inc. (“Incubator”),
formerly known as Master Communication, Inc., a publicly trade company listed on
the OTC Electronic Bulletin Board (OTCBB:INQU).  It was spun-off by
Incubator on January 10, 2002.  Upon such spin-off, shareholders of
Incubator received 0.1439 shares of the Company for each share of Incubator
owned as of February 13, 2002.
 
 GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  As reflected in the financial
statements, development stage losses from November 22, 1999 (inception) to
December 31, 2007 aggregated $308,175 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.
 
 
 
 -8-
 
 
  GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 2.
                          SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 BASIS
OF PRESENTATION
 
 The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles.
 
 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.
     -9-
    GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
  
 2.
                      SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 NET
LOSS PER SHARE
 
 The
Company has adopted SFAS No. 128 “Earnings Per Share”.  Basic loss per
share is computed by dividing the loss available to common shareholders by the
weighted-average number of common shares outstanding.  Diluted loss
per share is computed in a manner similar to the basic loss per share, except
that the weighted-average number of shares outstanding is increased to include
all common shares, including those with the potential to be issued by virtue of
warrants, options, convertible debt and other such convertible
instruments.  Diluted earnings per share contemplates a complete
conversion to common shares of all convertible instruments only if they are
dilutive in nature with regards to earnings per share.  Since the
Company has incurred net losses for all periods, and since there are no
convertible instruments, basic loss per share and diluted loss per share are the
same.
 
 FAIR
VALUE OF FINANCIAL INSTRUMENTS
 
 SFAS No.
107 “Disclosures about Fair Value of Financial Instruments” requires the
disclosure of the fair value of financial instruments.  The Company’s
management, using available market information and other valuation methods, has
determined the estimated fair value amounts.  However, considerable
judgment is required to interpret market data in developing estimates of fair
value.  Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Company could realize in a current
market exchange.
 
 STOCK
COMPENSATION
 
 Stock
based compensation is recognized using the intrinsic value method prescribed in
Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations.  Accordingly, compensation
expense for stock options is measured as the excess, if any, of the fair value
of the Company’s stock at the date of the grant over the amount an employee must
pay to acquire the stock and is amortized over the vesting
period.  The Company has adopted the disclosure provisions of SFAS No.
123, Accounting for Stock-Based Compensation, which requires the company to
disclose the pro forma effects on earnings and earnings per share as if SFAS No.
123 had been adopted.
 
 RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
 
 In
November 2004, the FASB issued Statement No. 151, “Inventory
Costs”.  This statement amends the guidance in ARB 43 (Chapter 43 –
Inventory Pricing) to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs and wasted material
(spoilage).  SFAS No. 151 requires that such items be recognized as
current period charges.  SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005 and is not expected to have an impact on the
financial statements of the Company.
    -10-
  
 GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
  
 2.
                      SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS (continued)
 
 In
December 2004, the FASB issued Statement No. 153, “Exchange of Non-monetary
Assets – an amendment of APB No. 29”.  Statement No. 153 eliminates
the exception to fair value for exchanges of similar productive assets and
replaces it with a general exception for exchange transactions that do not have
commercial substance, defined as transactions that are not expected to result in
significant changes in non-monetary assets occurring after June 15,
2005.  The application of this statement is not expected to have a
material impact on the financial statements of the Company.
 
 In
December 2004, the FASB issued a revision of SFAS No. 123 “Share-Based Payment”
(“SFAS No. 123(R)”).  The statement establishes standards for the
accounting for transactions in which an entity exchanges its equity investments
for goods and services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity’s equity instruments or that may be settled by the issuance of
those equity instruments.  The statement does not change the
accounting guidance for share-based payments with parties other than
employees.
 
 The
statement requires a public entity to measure the cost of employee service
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exception).  That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award (usually the vesting period).  A
public entity will initially measure the cost of employee services received in
exchange for an award of a liability instrument based on its current fair value;
the fair value of that award will be remeasured subsequently at each reporting
date through the settlement date.  Changes in fair value during the
requisite service period will be recognized as compensation over that
period.
 
 The
grant-date for fair value of employee share options and similar instruments will
be estimated using option-pricing models adjusted for the unique characteristics
of these instruments.  The Company will be required to comply with
this pronouncement with periods beginning after December 15,
2005.  The Company will be adopting SFAS No. 123(R) for the Company’s
calendar year ending December 31, 2006.  The adoption of this
pronouncement is expected to affect the Company’s statements of income in future
periods.  The amount of the effect cannot be measured at this
time.  The Company is currently evaluating the impact of SFAS No.
123(R) on its financial statements. The application of this statement is not
expected to have a material impact on the financial statements of the
Company.
 
 In June
2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” –
a replacement of APB Opinion No. 20 (Accounting Changes) and FASB No. 3
(Reporting Accounting Changes in Interim Financial Statements), which changed
the requirements for the accounting for and reporting of a change in accounting
principle.  This statement requires retrospective application to prior
periods’ financial statements of changes in accounting principle unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change.  When it is impracticable to determine the
period-specific effects of an accounting change on one or more individual prior
periods presented, this statement requires that the new accounting principle
be
 
   -11-
  
 GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
  
 2.
                      SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS (continued)
 
 applied
to the balances of assets and liabilities as of the beginning of the earliest
period for which retrospective application is practicable and that a
corresponding adjustment be made to the opening balance of retained earnings (or
other appropriate components of
 
 equity or
net assets in the statement of financial position) for that period rather than
being reported in an income statement.  When it is impracticable to
determine the cumulative effect of applying a change in accounting principle to
all prior periods, this statement requires the new accounting principle be
applied as if it were adopted prospectively from the earliest date
practicable.  Statement No. 154 is effective for accounting changes
and error corrections made in fiscal years beginning after December 15,
2005.
 3.
                        NOTE
      RECEIVABLE
 During
the year ended December 31, 2003 the Company made loans to Incubator, its
controlling shareholder in the amount of $20,178. The Company agreed to reduce
the debt owed from I-Incubator to $0. The principal amount of $20,178 and the
accrued interest receivable of $2,251 were forgiven on June 30,
2004.  Accordingly, the Company recorded $22,429 as bad debt expense
for the year ended December 31, 2004.
 
 4.
                      ACCOUNTS PAYABLE AND ACCRUED
      EXPENSES
 
 Accounts
payable and accrued expenses at December 31, 2007 and 2006 consisted of the
following:
  December
      31,
                        2006
                      
                      
                      December
      31,
                        2006Accounts
      payable
                      
                      $
                      83,612
                      
                      
                      $
                      39,255Accrued
      expenses
                      
                      
                      3,000
                      
                      
                      
                      2,950Accrued
      interest
                      
                      
                      27,340
                      
                      
                      
                      17,593Total
      accounts payable and accrued expenses
                      
                      $
                      113,952
                      
                      
                      $
                      59,798
 5.
                        NOTES
      PAYABLE – RELATED PARTY
 Through
December 31, 2007 and 2006, the Company executed notesaggregating a total of
$92,750 and $86,000 with Atlas Equity.  These unsecured notes are
short-term borrowings with maturities of less then one year with an interest
rate of 10%.
 
 
 
 -12-
 
 GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 6.
                      INCOME
      TAXES
 
 No
provisions for income taxes have been made because the Company has sustained
cumulative losses since the commencement of operations.  As of
December 31, 2007 and December 31, 2006 the Company had net operating loss
carryforwards (“NOL’s”) of $308,175 and $263,032, which will be available to
reduce future taxable income and expense through 2027.
 
 In
accordance with SFAS No. 109 the Company has computed the components or deferred
income taxes as follows.
 
 December
      31,
                        2007
                      
                      
                      December
      31,
                        2006Deferred
      tax assets
                      
                      $
                      121,729
                      
                      
                      $
                      103,898Valuation
      allowance
                      
                      
                      (121,729
                      )
                      
                      
                      (103,898
                      )Deferred
      tax asset, net
                      
                      $
                      -
                      
                      
                      $
                      -
 
 At
December 31, 2007 and December 31, 2006, a full valuation allowance has been
provided as realization of the deferred tax benefit is not likely.
  The
effective tax rate varies from the U.S. Federal statutory tax rate are as
follows:
 
 Year
      ended December 31,2007
                        
                        
                        2006U.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
                        %
 
 
 
 
 -13-
 
  GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 7.
                      STOCKHOLDERS’
      DEFICIT
 
 On
December 2, 1999 the Company issued 700,000 restricted common shares to
I-Incubator.com, Inc. (“Incubator”), formerly known as Master Communication
Corp. in consideration for services rendered in formation of the company valued
at $700.  I-Incubator is deemed to be a founder and affiliate of the
Company.
 
 On
December 2, 1999, the Company issued 300,000 restricted common shares to Global
Realty Management Group, Inc. (“Global”) in exchange for $30,000 and 500,000
shares of restricted common stock of Global.  This investment was
carried at cost at its original value of $500 until sold during the year ended
December 31, 2000.
 
 On
October 10, 2000, the Company authorized a forward split of 5 to 1 on its common
stock.  This transaction has been given retroactive effect to November
22, 1999.
 
 On
January 19, 2002 the Company entered into an agreement and plan of distribution
(“spin-off”) with its parent company Incubator.  Shareholders of
Incubator received .1439 shares of the Company’s common stock for each share of
incubator.  The spin-off resulted in 3,378 additional shares issued
due to rounding.
 
 On
September 4, 2002 the Company authorized a reverse stock split of 2 to 1 on its
common stock.
 
 On
October 5, 2002, as a result of the Share Purchase Agreement (the Purchase
Agreement) entered into between the Company and Glick Global. Glick Global
purchased 17,078,661 shares of common stock of the Company for an aggregate
consideration of $170,787 to be paid in the form of a non-recourse promissory
note.  The promissory note is in the principal amount of $179,787 and
bears interest at an annual rate equivalent to 6.0% per annum was due and
payable on October 4, 2005.  The note is reflected in the financial
statements as a stock subscription receivable.  The note is overdue as
of December 31, 2007. Such note is secured by the 17,078,661 shares of the
Company’s common stock.  On December 31, 2005, Michael D Farkas
resigned as President of the Company and Jamee Kalimi resigned as Vice
President, Secretary, and Director of the Company.  Jeffrey Glick and
Darren Glick were appointed to the Board of Directors and Jeffrey Glick was
named as the Chief Executive Officer of the Company and Darren Glick was named
as President and Secretary of the Company.  Michael D. Farkas remain
on the Company Board of Directors.
 
 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.
 
 
 
 -14-
 
 GENESIS
REALTY GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 9.
                      RELATED
      PARTY TRANSACTIONS
 
 On
September 1, 2000, the Company agreed to purchase four domain names (Genesis
Realty Group, Inc., I-Realtyauction.net, Genesis Realty Group, Inc. and
I-Realtyauction.net) from Michael D. Farkas, the director of Incubator, a
related party, for $50,000. On November 11, 2007, the Company entered into an
agreement with Michael Farkas to convert $20,000 of this amount into 2,000,000
common shares at a conversion price of $.01 per share.
  On
September 1, 2000, the Company entered into an agreement with Envirto.com, Inc.,
a related party in which Michael Farkas is a beneficial owner, to design and
construct a website for $50,000.
  
 Between
October 2000 and November 2000, the Company issued two promissory notes
aggregating $5,000 to Atlas Equity Group, Inc., a majority shareholder of the
Company.  The promissory notes bear interest of 10% per annum and were
due and payable on dates ranging from January 2001 to February
2001.  The Company repaid the borrowings in November
2000.
  Between
July 2003 and December 2006, the Company issued twenty two promissory notes
aggregating $86,000 to Atlas Equity Group, Inc.  The promissory notes
bear interest of 10% per annum and are due and payable on one year from the date
of issuance.
 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.
 
 10.
                      INVESTMENT
      IN GLOBAL REALTY MANAGEMENT GROUP
 
 In
December 1999, the Company received 500,000 shares of restricted common stock of
Global pursuant to an agreement (see note 8).  The shares were valued
at $.01 per share, the price for other similarly issued shares at the time of
the agreement. In November 2000, the Company sold the shares to an unrelated
third party for $100,000 resulting in a gain on the investment of
$99,500.


-15-







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




On
November 15, 2007, Seligson & Giannattasio, LLP (“S & G”) resigned as
independent auditor for the Company.  On November 15, 2007, the
Company engaged Moore & Associates, CHTD. (“Moore”)as its principal
independent accountant.  This decision to engage Moore was ratified by
the majority approval of the Board of Directors of the Company.




Management
of the Company has not had any disagreements with S & G related to any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.  For the two most recent fiscal years and
any subsequent interim period through S & G’s resignation on November
15, 2007, there has been no disagreement between the Company and S & G on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of S & G would have caused it to make a reference to the
subject matter of the disagreement in connection with its reports.




The Company’s Board of Directors
participated in and approved the decision to change independent accountants. In
connection with its review of financial statements through November 15, 2007,
there have been no disagreements with S & G on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of S & G
would have caused them to make reference thereto in their report on the
financial statements. During the most recent audit period and
the interim period subsequent to November 15, 2007 there have been no reportable
events with the Company as set forth in Item 304(a)(i)(v) of Regulation
S-K.




The
Company engaged Moore as its new independent auditors as of November 15,
2007.  Prior to such date, the Company, did not consult with Moore
regarding (i) the application of accounting principles, (ii) the type of audit
opinion that might be rendered, or (iii) any other matter that was the subject
of a disagreement between the Company and its former auditor as described in
Item 304(a)(1)(iv) of Regulation S- B.





Item 8A. Controls
and Procedures




Evaluation of disclosure
controls and procedures







Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




Changes in internal
controls




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













Critical Accounting
Policies




Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
  Our
significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.




PART III





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




The
directors and officers of the Company and its subsidiaries, as of April 14, 2008
are set forth below. The directors hold office for their respective term and
until their successors are duly elected and qualified. Vacancies in the existing
Board are filled by a majority vote of the remaining directors. The officers
serve at the will of the Board of Directors.




Name
            Age
            With
      Company Since
              Director/PositionJeffrey
      Glick
            65
            October
      5, 2001
              CEO,
      CFO and Chairman of the BoardDarren
      Glick
            36
            October
      5, 2001
              President,
      Secretary and Director




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.





Significant
Employees





None.





Family
Relationships





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





Involvement in Certain Legal
Proceedings




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




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




Code of
Ethics





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





Compliance with Section
16(a) of the Exchange Act




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














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





Item 10. Executive
Compensation




Compensation of Executive
Officers




The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007, 2006 and 2005 in all capacities for the accounts
of our executives, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO):




SUMMARY
COMPENSATION TABLE






Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Stock
      Awards
                ($)
              
              
              Option
      Awards
                ($)
              
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              
              All
      Other Compensation
                ($)
              
              
              Totals
                ($)Jeffrey
      Glick,
                Chief
      Executive Officer, Chief Financial Officer
              2007
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              02006
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              02005
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0Darren
      Glick, President
              2007
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              02006
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              02005
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0




Item
9A.      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
Accounting Officer (“CAO”) (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 CAO 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
CAO, as appropriate, to allow timely decisions regarding required
disclosure.





Management’s Report on
Internal Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the year ended
December 31, 2007 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
















The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
 
 Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of December
31, 2007.


Employment
Agreements





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




Item 11. Security Ownership
of Certain Beneficial Owners and Management




The
following table sets forth as of April 4, 2008 information with respect to the
beneficial ownership of the Company’s Common Stock by (i) each person known by
the Company to own beneficially 5% or more of such stock, (ii) each Director of
the Company who owns any Common Stock, and (iii) all Directors and Officers as a
group, together with their percentage of beneficial holdings of the outstanding
shares.




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















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





1.
            The
      persons named in this table have sole voting and investment power with
      respect to all shares of common stock reflected as beneficially owned by
      each.2
            Darren
      Glick beneficially owns 4,269,665 shares as a twenty-five (25%)
      shareholder of Glick Global Development, LLC.3.
            Lillian
      Glick beneficially owns 17,078,661 shares as a principal shareholder of
      Glick Global Development, LLC.4.
            Deborah
      Glick beneficially owns 4,269,665 shares as a twenty-five (25%)
      shareholder of Glick Global Development, LLC.5.
            Includes
      237,435 shares held by Farkas Group, Inc. and 397,498 shares shareholder
      and principal of each of these entities. In addition, includes the 335,574
      shares owned by Michael Farkas personally and the 17,693 shares held by
      Michael Farkas’ wife, Rebecca
Farkas.





Item 12. Certain
Relationships and Related Transactions.




None




Item 13.
Exhibits and Reports on Form 8-K






(a)
              The
      following documents are filed as part of this report:1.
              Financial
      statements; see index to financial statement and schedules in Item 7
      herein.2.
              Financial
      statement schedules; see index to financial statements and schedules in
      Item 7 herein.3.
              Consent
      of Moore & Associates, Chartered(b)
              Reports
      on Form 8-K.On
      November 19, 2007 we filed a Form 8-K with the SEC based on the change in
      independent auditor.




Item 14. Principal
Accountant Fees and Services




Audit
Fees




For the
Company’s fiscal years ended December 31, 2007 and 2006, we were billed $25,400
and $20,400 by our principal accountant for professional services rendered for
the audit and review of our financial statements included in our periodic and
other reports filed with the Securities and Exchange Commission for our year
ended December 31, 2007.
  Tax Fees
  For the
Company’s fiscal years ended December 31, 2007 and 2006, there were no fees
billed by our principal accountant for professional services rendered for tax
compliance, tax advice, and tax planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2007 and
2006.
















SIGNATURES




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






Genesis
      Realty Group, Inc.By:
            /s/ Jeffrey GlickJEFFREY
      GLICKChief
      Executive Officer,
              Chief
      Financial OfficerDate:
            April
      14, 2008





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Name
            
            Title
            
            Date/s/
      Jeffrey Glick
            
            Chief
      Executive Officer,
            
            April
      14, 2008JEFFREY
      GLICK
            
            Chief
      Financial Officer