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

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                       For Fiscal Year Ended December 31, 2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15{d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

              For the transition period from              to
                                             ------------    ------------

                        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               (IRS Employer Identification No.)
  incorporation or organization)

             135 East 57th Street, 26th Floor, NY, NY               10022
               (Address of principal executive offices)           (Zip Code)

                                 (212) 406-4954
              (Registrant's telephone number, including area code)

                        1680 Michigan Avenue, Suite 1000
                           Miami Beach, Florida 33139
              (Former name, former address and former fiscal year,
                          if changed since last report)


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

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.0001 par value

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

                              Yes [ ]    No [X]

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.( )


Revenues for year ended December 31, 2001: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of December 31, 2001, was: $O

Number of shares of the registrant's common stock outstanding as of January 10,
2005 was: 19,580,393

Transfer Agent as of January 10, 2005:     Corporate Stock Transfer & Trust Co.
                                           3200 Cherry Creek Drive
                                           Denver, Colorado 80209

<PAGE>


                                     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 of
i-Incubator.com, Inc. On August 16, 2001 we filed articles of amendment with the
State of Delaware changing the of the company to Genesis Realty Group, Inc.

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

BUSINESS OVERVIEW

We are a development stage company which intends to acquire, develop and manage
residential and commercial property. We intend to engage in real estate projects
in cooperation with strategic consultants, architects, general and sub
contractors, 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.

Marketing Strategy

We do not have a marketing strategy at this time..

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

EMPLOYEES

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

Item 2. Description of Property
-------------------------------

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

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

Item 3.  Legal Proceedings
--------------------------

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

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

None.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters
----------------------------------------------------------------

On January 10, 2005, there are over 100 shareholders of record of the Company's
common stock. The Company's common stock is currently not available for trading
on any nationally recognized exchange.

Dividends
---------

The Company does not intends 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 properties and/or real estate related businesses. Because of
uncertainties surrounding its development, the Company anticipates incurring
development stage losses in the foreseeable future. The ability of the Company
to achieve its business objectives is contingent upon its success in raising
additional capital until adequate revenues are realized from operations.

PERIOD FROM  NOVEMBER  22, 1999 (DATE OF  INCEPTION)  THROUGH  DECEMBER 31,
2003

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

Losses from operations since inception have amounted to $170,314 primarily
consisting of accounting, legal, office general and the expense in retaining our
domain name and development of our website.

YEAR ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002

Development stage expenses during the year ended December 31, 2003 was $55,590
as compared to $56,863 for the period ended December 31, 2002.

Expenses for the year ended December 31, 2003 were primarily accounting $25,111
in connection with our annual regulatory filing. We also incurred expenses for
office general fees $28,000 and transfer agent fees $1,509.

Expenses for the year ended December 31, 2002 were primarily accounting $4,143
and legal fees $1,598 in connection with our annual regulatory filing. We also
incurred expenses for office general fees $48,000 and transfer agent fees
$1,290.


<PAGE>


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 parties. A significant portion of the
funds raised from the sale of capital stock has been used to cover working
capital needs such as office expenses and various consulting fees.

For the year ended December 31, 2003, we incurred a net loss of $45,545. Our
accumulated deficit since inception is $170,314. Such accumulated losses have
resulted primarily from costs incurred in the purchase of our domain name and
various professional fees.

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


Item 7. Financial Statements
----------------------------

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




<PAGE>
GENESIS REALTY GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 2001 AND 2000
AND FOR THE PERIOD NOVEMBER 22, 1999
(DATE OF INCEPTION) THROUGH DECEMBER 31, 2001


<PAGE>








GENESIS REALTY GROUP, INC.
(A DEVELOPMENT STAGE ENTITY)


TABLE OF CONTENTS
-------------------------------------------------------------------------------


                                                                    PAGE(S)

Independent Auditors' Report                                          1

Balance sheets                                                        2

Statements of operations                                              3

Statements of stockholders' equity (deficit)                          4

Statements of cash flows                                            5 - 6

Notes to financial statements                                       7-12

<PAGE>







INDEPENDENT AUDITORS' REPORT



To the Stockholders and
Board of Directors
Genesis Realty Group, Inc.


We have audited the accompanying balance sheet of Genesis Realty Group, Inc. (a
development stage company) as of December 31, 2001 and the related statement of
operation, change in stockholders' equity and cash flow for the year ended
December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Genesis
Realty Group, Inc. as of and for the year ended December 31, 2000 and for the
period November 22, 1999 to December 31, 2001 were audited by other auditors,
whose report dated April 9, 2001 expressed an unqualified opinion on those
statements.

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

In our opinion, the financial statement referred to above present fairly, in all
material respects, the financial position of Genesis Realty Group, Inc. as of
December 31, 2001, and the result of its operation and its cash flow for the
year ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is a development stage company. The realization of a
major portion of its assets is dependent upon its ability to meet its future
financing requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from this uncertainty.

Seligson & Giannattasio, LLP
N. White Plains, NY
September 19, 2003

<PAGE>

<TABLE>


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

BALANCE SHEETS
--------------------------------------------------------------------------------
<CAPTION>

                                                                                        DECEMBER 31,           DECEMBER 31,
                                                                                            2001                   2000
                                                                                     -------------------     ------------------
ASSETS

CURRENT ASSETS:
<S>                                                                                     <C>                     <C>
      Cash                                                                              $            11         $       23,718
      Prepaid expenses                                                                                0                    190
      Loan receivable - related party                                                            33,212                 33,212
      Note receivable - related party                                                            15,000                 15,000
      Accrued interest receivable - related party                                                 4,277                      0
                                                                                     -------------------     ------------------

TOTAL ASSETS                                                                            $        52,500         $       72,120
                                                                                     ===================     ==================


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

      Accounts payable                                                                  $        20,362         $        2,600
      Accrued expenses                                                                            6,051                  4,000
      Accounts payable - related party                                                           50,000                 50,000
      Note payable - related party                                                                  300                      0
                                                                                     -------------------     ------------------

      Total current liabilities                                                                  76,713                 56,600
                                                                                     -------------------     ------------------

STOCKHOLDERS' EQUITY:

      Common Stock, par value $.0001 per share; 100,000,000 shares
        authorized; 19,580,393 & 5,000,000 shares issued and
        outstanding at December 31, 2001 & December 31, 2000, respectively                       19,580                  5,000
      Additional paid-in capital                                                                182,407                 26,200
      Deficit accumulated during the development stage                                          (55,413)               (15,680)
      Stock subscription receivable                                                            (170,787)                     0
                                                                                     -------------------     ------------------

        Total stockholders' (deficiency) equity                                                 (24,213)                15,520
                                                                                     -------------------     ------------------

        TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY                         $        52,500         $       72,120
                                                                                     ===================     ==================

</TABLE>




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

                                       -2-

<PAGE>

<TABLE>

   GENESIS REALTY GROUP, INC.
   (A DEVELOPMENT STAGE COMPANY)
   STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<CAPTION>

                                                                          YEAR ENDED
                                                                         DECEMBER 31,                    FOR THE PERIOD
                                                                        ------------                   NOVEMBER 22, 1999
                                                                                                      (DATE OF INCEPTION)
                                                               2001                   2000            TO DECEMBER 31, 2001
                                                        -------------------     ------------------  --------------------------
<S>                                                         <C>                     <C>                     <C>
DEVELOPMENT STAGE REVENUES                                  $            0          $           0           $ 0
                                                        -------------------     ------------------  --------------------------

DEVELOPMENT STAGE EXPENSES:

       Amortization                                                      0                      0                       1,354
       Accounting                                                   16,667                  5,500                      24,667
       Bank charges                                                     75                    251                         355
       On-line services                                              1,200                    400                       1,600
       Domain names                                                     70                 50,000                      50,070
       Legal fees                                                    8,506                  2,770                      12,276
       Corporate fees                                                1,697                    200                       1,897
       Office general                                               11,500                    738                      12,238
       Shareholder related services                                    272                      0                         272
       Transfer agent fees                                           3,387                      0                       3,387
       Website development                                               0                 50,000                      50,000
       Printing                                                        630                      0                         630
                                                        -------------------     ------------------  --------------------------

TOTAL DEVELOPMENT STAGE EXPENSES                                    44,004                109,859                     158,746
                                                        -------------------     ------------------  --------------------------

       LOSS FROM OPERATION                                         (44,004)              (109,859)                   (158,746)

       GAIN ON SALE OF INVESTMENT                                        0                 99,500                      99,500

       OTHER INCOME                                                  4,277                      0                       4,277

       INTEREST EXPENSE                                                 (6)                  (438)                       (444)
                                                        -------------------     ------------------  --------------------------

       NET LOSS                                             $      (39,733)         $     (10,797)          $         (55,413)
                                                        ===================     ==================  ==========================

LOSS PER COMMON SHARE
       Basic & diluted                                      $      (0.0060)         $     (0.0022)
                                                        ===================     ==================
Weighted-average number of common
 shares outstanding                                              6,572,497              5,000,000
                                                        ===================     ==================

</TABLE>

    The accompanying notes are an integral part of these financial statements.
                                       -3-

<PAGE>


<TABLE>

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

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY (UNAUDITED)
--------------------------------------------------------------------------------
<CAPTION>

                                                                                              DEFICIT
                                                                                            ACCUMULATED
                                                            COMMON STOCK        ADDITIONAL   DURING THE      STOCK
                                                                                 PAID-IN     DEVELOPMENT  SUBSCRIPTION
                                                        SHARES      AMOUNT       CAPITAL        STAGE     RECEIVABLE       TOTAL
                                                      ----------   ---------   -----------   ----------   ----------      --------
<S>                                                   <C>          <C>         <C>           <C>          <C>             <C>
Balance, November 22, 1999 (date of inception)                 0   $       0   $         0   $        0   $        0      $      0

Common stock issued to related parties for
  management services                                  5,000,000       5,000        26,200            0            0        31,200

Loss during development stage for the period
November 22, 1999 (date of inception) through
December 31, 1999                                              0           0             0       (4,883)           0        (4,883)
                                                      ----------   ---------   -----------   ----------   ----------      --------

Balance, December 31, 1999                             5,000,000       5,000        26,200       (4,883)           0        26,317

Loss during development stage for the year
ended December 31, 2000                                        0           0             0      (10,797)           0       (10,797)
                                                      ----------   ---------   -----------   ----------   ----------      --------

Balance, December 31, 2000                             5,000,000       5,000        26,200      (15,680)           0        15,520

Increase in common stock issued resulting from
agreement and plan of distribution ("spin-off")            3,421           3            (3)           0            0             0

Reverse stock split 2-1                               (2,501,689)     (2,502)        2,502            0            0             0

Common stock issued to Glick Global Development LLC   17,078,661      17,079       153,708            0     (170,787)            0

Loss during development stage for the year
ended December 31, 2001                                        0           0             0      (39,733)           0       (39,733)
                                                      ----------   ---------   -----------   ----------   ----------      --------

Balance, December 31, 2001                            19,580,393   $  19,580   $   182,407   $  (55,413)  $ (170,787)     $(24,213)
                                                      ==========   =========   ===========   ==========   ==========      ========


</TABLE>







    The accompanying notes are an integral part of these financial statements.
                                       -4-


<PAGE>

<TABLE>

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

STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
<CAPTION>

                                                                            YEARS ENDED                         FOR THE PERIOD
                                                                            DECEMBER 31,                      NOVEMBER 22, 1999
                                                                                                             (DATE OF INCEPTION)
                                                                   2001                   2000               TO DECEMBER 31, 2001
                                                             ------------------     ------------------      -----------------------
OPERATING ACTIVITIES
<S>                                                              <C>                    <C>                     <C>
    Loss accumulated during the development stage                $     (39,733)         $     (10,797)          $     (55,413)
    Adjustment to reconcile net loss to net cash
       used in operating activities:
       Amortization                                                          0                      0                   1,354
       Increase (Decrease) in accounts payable                          19,813                 53,100                  76,413
       and accrued expenses
       Decrease (Increase) in prepaid expenses                             190                   (190)                      -
       Decrease (Increase) in organization costs                             0                      0                  (1,354)
       Increase (Decrease) in loans and advances-                            0                (19,212)                (33,212)
       related party
       Increase (Decrease) in accrued interest receivable               (4,277)                     0                  (4,277)
                                                             ------------------     ------------------      ------------------

       Net cash used by operating activities                           (24,007)                22,901                 (16,489)
                                                             ------------------     ------------------      ------------------

INVESTING ACTIVITIES

       Investment in related party                                           0                    500                       0
       Note receivable                                                       0                      0                 (15,000)
                                                             ------------------     ------------------      ------------------

       Net cash used for investing activities                                0                    500                 (15,000)
                                                             ------------------     ------------------      ------------------

FINANCING ACTIVITES

       Proceeds from promissory notes                                      300                      0                     300
       Proceeds from issuance of common stock                                0                      0                  31,200
                                                             ------------------     ------------------      ------------------

       Net cash used for financing activites                               300                      0                  31,500
                                                             ------------------     ------------------      ------------------

INCREASE (DECREASE) IN CASH                                      $     (23,707)         $      23,401           $          11
                                                             ==================     ==================      ==================

CASH, BEGINNING OF PERIOD                                        $      23,718          $         317                       0
                                                             ==================     ==================      ==================

CASH, END OF PERIOD                                              $          11          $      23,718           $          11
                                                             ==================     ==================      ==================

</TABLE>



The accompanying notes are an integral part of these financial statements.
                                       -5-


<PAGE>

<TABLE>

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

STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
<CAPTION>
                                                                                                    FOR THE PERIOD
                                                                          YEARS ENDED              NOVEMBER 22, 1999
                                                                          DECEMBER 31,           (DATE OF INCEPTION) TO
                                                                    2001               2000         DECEMBER 31, 2001
                                                                    ----               ----         -----------------

Supplemental cash flow information:
<S>                                                              <C>               <C>               <C>
      Interest paid                                              $        438      $           0     $            438
                                                                 ============      =============     ================
      Income taxes paid                                          $          0      $           0     $              0
                                                                 ============      =============     ================

Noncash investing and financing activities:
      Shares issued to founder for consulting services           $          0      $           0     $            700
                                                                 ============      =============     ================
      Additional shares resulting from spin-off from parent      $          9      $           0     $              9
                                                                 ============      =============     ================
      Stock issued for a promissory note from Glick
      Global Development, LLC                                    $    170,787      $           0     $        170,787
                                                                 ============      =============     ================


</TABLE>


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

                                       -6-


<PAGE>



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

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.   ORGANIZATION

     Genesis Realty Group, Inc. ("the Company") was incorporated on November 22,
     1999 under the laws of the State of Delaware. The Company's operations have
     been devoted primarily to structuring and positioning itself to take
     advantage of opportunities available in the real estate 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. The Company is a development
     stage company and has had limited activity.

     The Company was a wholly owned subsidiary of I-Incubator.com, Inc.
     ("Incubator"), a publicly traded company listed on the OTC Electronic
     Bulletin Board (OTCBB:INQU). It was spun-off by Incubator on January 10,
     2001. Upon such spin-off, shareholders of Incubator received 0.1439 shares
     of the Company for each share of Incubator owned as of February 13, 2001.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     USE OF ESTIMATES

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

     CASH AND CASH EQUIVALENTS

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



                                       -7-


<PAGE>



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

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     CARRYING VALUES

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

     INCOME TAXES

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

     NET LOSS PER SHARE

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






                                       -8-




<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

     STOCK COMPENSATION

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

3.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

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

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

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business. As shown in the financial
     statements, development stage losses from November 22, 1999 (date of
     inception) to December 31, 2001 aggregated $55,413. The Company's cash flow
     requirements during this period have been met by contributions of capital
     and debt financing. No assurance can be given that these sources of
     financing will continue to be available. If the Company is unable to
     generate profits, or unable to obtain additional funds for its working
     capital needs, it may have to cease operations.

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

                                       -9-


<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

4.   INCOME TAXES

     No provisions for income taxes have been made because the Company has
     sustained cumulative losses since the commencement of operations. At
     December 31, 2001 and December 31, 2000, the Company had net operating loss
     carryforwards ("NOL's") of $39,733 and $10,797 respectively, which will be
     available to reduce future taxable income and expense through the period
     ending December 31, 2016 and year ended December 31, 2015, respectively.

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

                                         December 31,            December 31,
                                            2001                    2000
                                        ------------              --------

     Deferred tax assets                $     15,695              $  4,265
     Valuation allowance                     (15,695)               (4,265)
                                        ------------              --------


     Deferred tax asset, net            $      -                  $      -
                                        ============              ========


     At December 31, 2001 and December 31, 2000, a valuation allowance has
     provided and realization of the deferred tax benefit is not likely.

     The effective tax rate varies from the U.S. Federal statutory tax rate for
     both the periods ended December 31, 2001 and December 31, 2000, principally
     due to the following:

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

     Effective rate                                              - %
                                                              =====

                                      -10 -




<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


5.   NOTE PAYABLE

     During the year ended December 31, 2001 and December 31, 2000, the Company
     executed one and two individual notes aggregating a total of $300 and
     $5,000, respectively. These notes are short-term borrowings with maturities
     of less then one year with an interest rate of 10%.

6.   NOTE RECEIVABLE

     For the year ended December 31, 2001 and for the year ended December 31,
     2000 the Company made loans to Incubator, its controlling shareholder in
     the amount of $48,212 and $48,212 respectively. With the exception of a
     $15,000 promissory note issued by I-Incubator on December 11, 2000 which
     has an interest rate of 12% per annum, and is due on June 10, 2001, the
     notes were none interest bearing and are due on demand.

7.   STOCKHOLDERS' EQUITY

     On December 2, 1999 the Company issued 700,000 restricted common shares to
     I-Incubator.com, Inc. ("Incubator"), 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. Immediately following the split Incubator owned
     5,000,000 restricted common shares.

     On January 19, 2001 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, 2001 the Company authorized a reverse stock split of 2 to 1
     on its common stock.





                                      -11-


<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     On October 5, 2001, as a result of the Share Purchase Agreement (the
     Purchase Agreement) entered into between the Company and Glick Global ,
     Glick Global purchased 17,078,661 shares of common stock of the Company for
     an aggregate consideration of $170,786.61 to be paid in the form of a
     non-recourse promissory note. The promissory note is in the principal
     amount of $179,786.61 and bears interest at an annual rate equivalent to
     6.0% per annum is due and payable on October 4, 2005. Such note is secured
     by the 17,078,661 Company shares. On such date, Michael D Farkas resigned
     as President of the Company and Jamee Kalimi resigned as Vice President,
     Secretary, and Director of the Company. Jeffrey Glick and Darren Glick were
     appointed to the Board of Directors and Jeffrey Glick was named as the
     Chief Executive Officer of the Company and Darren Glick was named as
     President and Secretary of the Company. Michael D Farkas remains on the
     Company Board of Directors.

8.   RELATED PARTY TRANSACTIONS

     The Company has loaned funds to Incubator to meet various working capital
     requirements. For the years ended December 31, 2001 and 2000 these advances
     totaled $48,212.

     On September 1, 2000, the Company entered into an agreement with Michael D.
     Farkas, the director of Incubator, a related party to purchase two domain
     names, I-Realtyauction.com, and I-Realtyauction.net, for $50,000. The
     amount is still payable as of December 31, 2001.

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

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

     In October 2001, the Company issued to Atlas Equity Group, Inc. a
     promissory note for $300. The promissory notes bear interest of 10% per
     annum and is due and payable in October 2002. Atlas Equity is a majority
     shareholder of the Company.








                                      -12-


<PAGE>

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

Our accountants are Seligson & Giannattasio, LLP, 901 North Broadway, Suite 24,
North White Plains, NY 10603. We do not presently intend to change accountants.
At no time has there been any disagreements with such accountants regarding any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. On September 27, 2002, we hired Domenick Davi, CPA
to replace Salibello & Broder as our independent auditors. Subsequently on March
15, 2003 we replaced Domenick Davi with Seligson & Giannattasio. At no time has
there been any disagreements with either Domenick Davi or Salibello & Broder
regarding any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

Item 8A.  Controls and Procedures
---------------------------------

Evaluation of disclosure controls and procedures
------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.

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

Changes in internal controls
---------------------------------

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






<PAGE>


                                    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 December
27, 2004 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.
<TABLE>
<CAPTION>
                                   With Company
Name                  Age          Since             Director/Position
-------------------------------------------------------------------------
<S>                   <C>    <C>                   <C>
Jeffrey Glick         62     October 5, 2001       CEO, CFO and Chairman of the Board
Darren Glick          33     October 5, 2001       President, Secretary and Director
Michael D. Farkas     32     December 22, 1999     Director
</TABLE>

Jeffrey Glick, 60, has been our Chief Executive Officer, Chief Financial Officer
and Chairman of the Board since October 5, 2001. Mr. Glick is also the 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, 31, has been our President, Secretary and a Director since October
5, 2001. He received his Bachelor of Arts & Science degree in Political Science
from New York University and graduated Cum Laude in May, 1993. Mr. Glick
received his MBA degree with distinction in Finance from the Leonard N. Stern
School of Business at New York University in May, 1997. After joining the
Teamster Union in 1988, Mr. Glick worked on the construction sites of four major
real estate development projects in Manhattan, Brooklyn and Long Island. In the
summer of 1990, Mr. Glick worked as an intern in Metropolitan Capital, the risk
arbitrage unit of First City Capital. Upon his graduation from NYU in 1993, Mr.
Glick worked for a boutique investment banking firm, Rodman & Renshaw, Inc.,
where he was responsible for valuation analysis (discounted cash flow, net
present value, comparable company analysis) of private and public companies. In
the summer of 1996, Mr. Glick was employed at Bankers Trust Company in New York
in the Portfolio Analysis Group as an Associate in the bank's risk management
department. Following his graduation from the Stern School, Mr. Glick worked at
Prudential Securities Incorporated in the Real Estate Investment Banking
department. In addition, from February 1997 through October 1997, Mr. Glick was
a partner in Covenant Fund, Inc., the general partner of Genesis Partners, a
hedge fund formed in the State of New York. Mr. Glick is a registered
representative of Atlas Capital Services, LLC, a boutique investment bank owned
by the Atlas Group of Companies, LLC an affiliate of Michael D. Farkas. Darren
Glick is the son of Jeffrey Glick.

Michael D. Farkas, 29, has been our Director since inception and was our
President from December 22, 1999 to October 5, 2001. Mr. Farkas is currently the
Chairman and Chief Executive Officer of The Atlas Group of Companies, LLC, a
privately held financial services holding company; the President of Atlas Equity
Group, Inc., a consulting company established in the early 1990s that provides a
wide range of business advisory services to its corporate clients, including
administrative services, accounting and back office services, management
consulting services, head hunting services, business plan writing, financial
public relations and due diligence services; Chair and CEO of Wealthhound.com,
Inc, and CEO of the Atlas Opportunity Fund; CEO of Atlas Private Equity, LLC,
and a director of Atlas Realty Service, LLC.

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

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

Certain Legal Proceedings
-------------------------

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

Item 10. Executive Compensation
--------------------------------

The following information relates to compensation received by the Chief
Executive Officer of the Company in fiscal year ending December 31, 2003, to
executive officers who were serving as of the fiscal year ending December 31,
2003, whose salary and bonus during fiscal year ending December 31, 2003
exceeded $100,000. In 2003, no officer received compensation in excess of
$100,000.

Summary Compensation Table
<TABLE>
<CAPTION>
                                     ANNUAL COMPENSATION             LONG TERM COMPENSATION
                                                                                RESTRICTED        SECURITIES
NAME AND PRINCIPAL   FISCAL               OTHER     ANNUAL          STOCK       UNDERLYING           OPTIONS   ALL OTHER
POSITION               YEAR              SALARY      BONUS   COMPENSATION       AWARDS        (NO. OF SHARES)  COMPENSATION
--------               ----              ------     -----    ------------       ------    ---------------  ------------

<S>                    <C>        <C>                    <C>            <C>        <C>              <C>             <C>
Jeffrey Glick          2003       $          0           0              0          0                0               $0
CEO/CFO

Darren Glick           2003       $          0           0              0          0                0               $0
President

Michael D. Farkas      2003       $          0           0              0          0                0               $0
</TABLE>

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 January 10, 2005, information with respect
to the beneficial ownership of the Company's Common Stock by (i) each person
known by the Company to own beneficially 5% or more of such stock, (ii) each
Director of the Company who owns any Common Stock, and (iii) all Directors and
Officers as a group, together with their percentage of beneficial holdings of
the outstanding shares.


NAME AND ADDRESS OF            AMOUNT AND NATURE OF      PERCENT OF
BENEFICIAL OWNER (1)           BENEFICIAL OWNERSHIP      OUTSTANDING SHARES
--------------------           --------------------      ------------------
5% STOCKHOLDERS

Glick Global Development, LLC      17,078,661               87%
225 Broadway, Suite 910
New York, New York 10007

Darren Glick(2)                     4,269,665               22%

Lillian Glick (3)                  17,078,661               87%

Deborah Glick (4)                   4,269,665               22%

Michael D. Farkas (5)                 988,200                5%


Security Ownership of Management:

Title of Class             NAME & ADDRESS         AMOUNT       PERCENT

Common Stock               Jeffrey Glick                      -          -


Common Stock               Darren Glick (2)           4,269,665        22%

Common Stock               Michael D. Farkas (5)        988,200         5%

All directors and executive                           5,257,865        28%
officers as a group (3 persons)


     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
          held by Atlas Equity Group, Inc. Michael D. Farkas is the sole
          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's wife, Rebecca Farkas.

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

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

On September 11, 2000, we entered into an agreement with Michael D. Farkas, a
director of Incubator, a related party, to purchase two domain names,
I-realtyauction.com and I-realtyauction.net, for $50,000.

On October 17, 2001, Atlas Equity Group, Inc. loaned the company $300. The loan
was evidenced by a promissory note of even date which bears interest at 10% per
annum and is due on October 16, 2002.

On October 5, 2001, as a result of the Share Purchase Agreement entered into
between Genesis Realty Group and Glick Global Development, LLC, Glick Global
purchased 17,078,661 shares of common stock of Genesis for an aggregate
consideration of $170,786.61 to be paid in the form of a non-recourse promissory
note. The promissory note is in the principal amount of $179,786.61 and bears
interest at an annual rate equivalent to 6.0% per annum and is due and payable
on October 4, 2005. Such note is secured by the 17,078,661 Genesis Realty
shares.

Item 13. Exhibits and Reports on Form 8-K
-------------------------------------------

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

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

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

(b)  Reports on Form 8-K.

     None

ITEM 14. Principal Accountant Fees and Services
-----------------------------------------------

Audit Fees

For the Company's fiscal year ended December 31, 2003 and December 31, 2002, we
were billed $ 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, 2003,
respectively.

Tax Fees

For the Company's fiscal year ended December 31, 2003 and 2002, we were billed $
for professional services rendered for tax compliance, tax advice, and tax
planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2003.

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




<PAGE>



                                   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 Glick
                                 ----------------------------
                                 JEFFREY GLICK
                                 CEO and CFO


Dated: January 10, 2005

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

Name                       Title                            Date
----                       -----                            ----

/s/ Jeffrey Glick          Chief Executive Officer          January 10, 2005
--------------------       Officer, Chief Financial
    Jeffrey Glick          Officer and Director

/s/ Darren Glick           President, Secretary and         January 10, 2005
--------------------       Director
    Darren Glick

/s/ Michael D. Farkas      Director                         January 10, 2005
--------------------
    Michael D. Farkas