U NITED S TATES S ECURITIES A ND E XCHANGE C OMMISSION
 Washington,
      D.C. 20549




FORM
      10-KSB




**þ**
            **Annual
                Report of Small Business Issuers under Section 13 or 15(d) of the
                Securities Exchange Act of
                1934**




For
      the
      fiscal year ended December 31, 2006





or





** ̈**
            **Transition
                Report of Small Business Issuers under Section 13 or 15(d) of the
                Securities Exchange Act of
                1934**




For
      the
      transition period from __________ to ____________





Commission
      File No. 000-33073


**G** **ENESIS** **H** **OLDINGS,** **I** **NC.**
 (Exact
      name of registrant as specified in its charter)




Nevada
              (State
                of incorporation)
            
            20-2775009
              (I.R.S.
                Employer Identification No.)1525
                Clover Hill Rd.
              Mansfield,
                Texas 76063
              (Address
                of principal executive offices)
            
            (817)
                477-3863
              (Registrant’s
                telephone number)Securities
                registered under Section 12 (b) of the Exchange Act - None
              
              Securities
                registered under Section 12(g) of the Exchange Act - Common Stock
                - $0.001
                par valueNumber
                of shares outstanding of each of the issuer's classes of common
                equity:Class
            
            Outstanding
                as of March 30, 2007Common
                stock, $0.001 par value
            
            21,780,226





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer has (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period the Company was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes o No x




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of Company'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. x




Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act):


Yes o No x




State
      issuer’s revenues for its most recent fiscal year - $2,334,919.




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked prices of such common equity, as of a
      specified date within the past 60 days - $2,780,226 as of March 30, 2007 and
      based on the $1.00 per share offering price of our common stock being sold
      pursuant to our Form SB-2 Registration Statement.




Documents
      incorporated by reference - none.




Transitional
      Small Business Disclosure Format : Yes o No x









**GENESIS
      HOLDINGS, INC.**


**(formerly
      AABB, Inc.)**





**Table
      of Contents**




PagePART
                  IItem
                  1
              
              Description
                  of Business
              
              1Item
                  2
              
              Description
                  of Property
              
              13Item
                  3
              
              Legal
                  Proceedings
              
              13Item
                  4
              
              Submission
                  of Matters to a Vote of Security Holders
              
              13PART
                  IIItem
                  5
              
              Market
                  for Common Equity and Related Stockholders’ Matters
              
              13Item
                  6
              
              Management's
                  Discussion and Analysis of Financial Condition and Results of Operations
              
              13Item
                  7
              
              Financial
                  Statements
              
              17Item
                  8
              
              Changes
                  in and Disagreements with Accountants on Accountingand
                  Financial Disclosures
              
              17Item
                  8A
              
              Controls
                  and Procedures
              
              17Item
                  8B
              
              Other
                  Information
              
              18PART
                  IIIItem
                  9
              
              Directors,
                  Executive Officers, Promoters, and Control Persons; Compliance
                  with
                  Section 16(a) of the Exchange Act
              
              18Item
                  10
              
              Executive
                  Compensation
              
              19Item
                  11
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              19Item
                  12
              
              Certain
                  Relationships and Related Transactions, and Director Independence
              
              20Item
                  13
              
              Exhibits
                  and Reports on Form 8-K
              
              21Item
                  14
              
              Principal
                  Accountant Fees and Services
              
              21SIGNATURES









**Caution
      Regarding Forward-Looking Information**





All
      statements contained in this Form 10-KSB, other than statements of historical
      facts, that address future activities, events or developments are
      forward-looking statements, including, but not limited to, statements containing
      the words “believe,” “anticipate,” “expect” and words of similar import. These
      statements are based on certain assumptions and analyses made by us in light
      of
      our experience and our assessment of historical trends, current conditions
      and
      expected future developments as well as other factors we believe are appropriate
      under the circumstances. However, whether actual results will conform to the
      expectations and predictions of management is subject to a number of risks
      and
      uncertainties described under “Risk Factors” beginning on page 5 below that may
      cause actual results to differ materially.




Consequently,
      all of the forward-looking statements made in this Form 10-KSB are qualified
      by
      these cautionary statements and there can be no assurance that the actual
      results anticipated by management will be realized or, even if substantially
      realized, that they will have the expected consequences to or effects on our
      business operations.





**PART
      I**





As
      used
      in this Form 10-KSB, unless the context requires otherwise, “we” or “us” or the
“Company” means Genesis Holdings, Inc. and its subsidiary.





**ITEM
      1 - DESCRIPTION OF BUSINESS**




Genesis
      Holdings, Inc. ("Genesis Holdings") was incorporated in Nevada on May 25, 1999
      as part of the reorganization of Diagnostic International, Inc. which had filed
      under Chapter 11 of the United States Bankruptcy Code. At that time and until
      July 1, 2006, Genesis Holdings has had no operations and was considered a
      development stage company as defined in FASB No. 7. Genesis Holdings was
      formed specifically to be a publicly held reporting corporation for the purpose
      of either merging with or acquiring an operating company with assets and some
      operating history. 980,226 shares of common stock of Genesis Holdings were
      issued to certain and various creditors of Diagnostic International, Inc.
      pursuant to the Plan of Reorganization confirmed by the Bankruptcy Court on
      May
      25, 1999. Larry Don Bankston is a partner of the Bankston Third Family Limited
      Partnership which was the sole member of Genesis Land Development, LLC
      ("Genesis") prior to the acquisition of Genesis by Genesis Holdings as part
      of
      which it received 19 million shares of common stock of Genesis Holdings. Genesis
      Holdings was formerly known as AABB, Inc., and this name change took effect
      on
      September 5, 2006.





Genesis
      Holdings does not currently have any products or services. Genesis Holdings
      is a
      holding company and, as such, it plans to acquire interests in other companies.
      Genesis Holdings does not have the need for any government approval of its
      services. There is no government regulation on the business. There was no
      research and development activity. Genesis Holdings does not have any products
      or services that are affected by environmental laws.





Genesis
      Land Development, LLC was organized in Texas on September 8, 2003 for the
      purpose of developing a 55.509 acre tract of land within the Dallas metro area.
      Genesis acquired the land from Larry Don Bankston whose family partnership
      was
      also a founding member of Genesis on September 30, 2003, at which time the
      land
      was valued at $744,634. Genesis obtained a $3,625,000 loan from a local bank
      and
      a promissory note in the original principal amount of $417,000 to improve the
      land and develop it into 171 residential lots known as Bankston Meadows. Genesis
      began selling finished lots on or around July, 2005, has sold approximately
      120
      lots to date, and expects to be fully divested of the lots by the fourth quarter
      of 2007.





The
      120
      lots sold to date were sold to Wall Homes, Inc. under the Agreement of Purchase
      and Sale between Genesis and Wall Homes, dated June 3, 2005. This agreement
      provides for the sale of 171 lots to Wall Homes at $38,500 per lot, with a
      6%
      price increase each year commencing on June 13, 2006. Without the price
      increase, the total purchase price for all 171 lots would be $6,583,500. The
      first closing under the agreement occurred on July 11, 2005, when Wall Homes
      purchased 60 lots at $38,500 per lot. On January 13, 2006, Wall Homes purchased
      28 lots at $38,500 per lot and in July 2006 Wall Homes purchased an additional
      28 lots at $40,810 per lot. Subsequent closings are scheduled to occur every
      six
      months, with 26 lots to be purchased at each closing until all 171 lots have
      been purchased.




1




As
      part
      of the agreement, Wall Homes was granted a right of first refusal to purchase
      up
      to half of the lots in any future phases of the Bankston Meadows development
      on
      terms identical to those in the existing agreement, except that the price of
      the
      lots will be the lower of the price provided in the existing agreement plus
      10%
      or the price at which the lots in Phase II of Bankston Meadows will be available
      for purchase in the open market. Genesis has not acquired any land to use for
      any future phases of the Bankston Meadows development, although there is vacant
      land adjacent to the development that is owned by unrelated parties. Management
      is considering whether to attempt to acquire some of this land, but has not
      reached a decision.




Genesis
      obtained a Land Development Loan from Texas Bank in the principal amount of
      $3,625,000 dated October 1, 2003, and the proceeds of this loan were used to
      develop the land into the finished lots being sold to Wall Homes. As of the
      date
      of this report, this loan, which was secured by the land, had been fully repaid
      by Genesis using proceeds from the sale of the lots. Genesis also had a
      promissory note from Texas Bank, which was funded October 13, 2004 and was
      also
      secured by the land. Genesis repaid this note early on January 13, 2006.




To
      complete development of Bankston Meadows, Genesis retained Rainier Construction
      as its general contractor. The property was re-zoned from agricultural to
      single-family residential use, and an engineer was retained to develop the
      plats
      for the lots. Genesis’ contractor graded the lots, put in water and sewer lines,
      installed storm drains and constructed streets, including installation of
      lighting and street signs. The total cost for the development process was
      approximately $2.5 million, and no further development costs are expected to
      be
      incurred.




The
      only
      additional costs associated with the ownership of the lots are fees which will
      be due upon the sale of the lots and real estate taxes and similar ownership
      expenses which will arise until the lots are fully divested. Genesis has a
      $2
      million liability insurance policy in place covering the property.





Genesis
      Holdings has only one employee, its sole officer, Jason Pratte.




**Plan
      for Acquisition of Targets by Genesis Holdings**




Genesis
      Holdings intends to acquire real estate development companies in exchange for
      a
      combination of Company stock, cash and/or debt. Initially, management expects
      to
      target companies with real estate projects similar in size, nature and scope
      of
      that recently completed by Genesis. It will first target the Dallas, Texas
      metro
      area and then expand its search throughout Texas and the southwest United
      States. Management will also consider the acquisition of specific real estate
      projects through one or more subsidiaries and could enter into joint ventures
      with land owners, financing sources or other developers. Management will
      initially focus its search on residential development opportunities, but is
      willing to consider suitably sized commercial or industrial real estate
      opportunities if it is not able to acquire residential real estate operations.
      Similarly, management may investigate targets outside the southwest United
      States if suitable local targets are not available.




We
      expect
      to acquire target companies that are generally in the business of developing
      raw
      land into finished residential lots, which are then sold to either production
      or
      semi-custom homebuilders or individuals in the market for custom home
      lots.




2




Management
      expects to, but has not yet developed specific potential acquisition targets
      and
      will rely on outside agents and consultants to help it identify such targets.
      However, we expect to select acquisition targets based upon a variety of
      factors, including:




·
            internal
                and external demographic and marketing
                studies;





·
            suitability
                for development during the time period of one to five years from
                the
                beginning of the development process to the last
                closing;





·
            financial
                review as to the feasibility of the proposed project, including projected
                value
                created*,*profit
                margins and returns on capital
                employed;





·
            the
                ability to secure governmental approvals and
                entitlements;





·
            environmental
                and legal due diligence;





·
            competition
                in the area;





·
            proximity
                to local traffic corridors and amenities;
                and





·
            management's
                judgment as to the real estate market and economic trends and our
                experience in a particular market.





**Markets
      and Product Description**





We
      will
      have to evaluate a number of factors in determining which geographic markets
      to
      enter or in which markets to concentrate our development activities. We expect
      to anticipate swings in economic and real estate conditions by evaluating such
      statistical information as:




·
            the
                historical and projected growth of the population;





·
            the
                number of new jobs created or projected to be
                created;





·
            the
                number of housing starts in previous
                periods;





·
            building
                lot availability and price;





·
            housing
                inventory;





·
            level
                of competition; and





·
            home
                sale absorption rates.





We
      intend
      to generally seek to differentiate ourselves from our competition in a
      particular market with respect to the financing terms we can offer in comparison
      to various lending institutions or investors with fewer liquidity options.
      In
      determining our product mix we will have to consider demographic trends, demand
      for a particular type of product, margins, timing and the economic strength
      of
      the market.





We
      intend
      to strive to develop a design and marketing concept for each of our projects,
      which includes determination of size, style and price range of the lots, layout
      of streets, layout of individual lots and overall community design. The product
      line offered in a particular project depends upon many factors, including the
      developed lots generally available in the area, the needs of a particular market
      and our cost of lots in the project.





**Land
      Acquisition and Development**





We
      expect
      our subsidiary companies will acquire undeveloped land without all necessary
      entitlements. The term "entitlements" refers to development agreements,
      tentative maps or recorded plats, depending on the jurisdiction within which
      the
      land is located. Entitlements generally give a developer the right to obtain
      building permits upon compliance with conditions that are usually within the
      developer's control. Although some entitlements are often obtained prior to
      the
      purchase of land, we are still required to obtain a variety of other
      governmental approvals and permits during the development process.





Management
      believes that its business requires in-depth knowledge of local markets in
      order
      to acquire land in desirable locations and on favorable terms, to engage
      subcontractors, to plan communities keyed to local demand, to anticipate
      customer tastes and price ranges in specific markets and to assess the
      regulatory environment. Accordingly, when examining a potential target, we
      will
      look carefully at the experience of the target’s management.




3




The
      development process generally consists of three phases: land acquisition; land
      development and construction; and sale or lease. The development cycles vary
      depending on the extent of the government approvals required, the size of the
      development, necessary site preparation, weather conditions and marketing
      results. When feasible, we will seek to acquire land positions through the
      use
      of options. In pursuing acquisitions, we intend to consider such factors as:
      current market conditions, with an emphasis on the prices of comparable sales,
      expected sales rates, proximity to metropolitan areas, population, industrial
      and commercial growth patterns, estimated costs, customer preferences and
      environmental and regulatory matters. We intend to employ standards for
      assessing all proposed purchases based, in part, upon after tax cash flow and
      overall return on investment. We hope to minimize and defer all expenditures
      for
      purchases by utilizing options, phasing land purchases and development, and
      relying upon non-recourse seller financing or third party lenders. In addition,
      we may emphasize pre-sales in our developments versus speculative
      inventory.





The
      Company expects its subsidiaries will act as the general contractors for their
      developments and hire subcontractors for all production activities. The use
      of
      subcontractors enables the developer to reduce its investment in direct labor
      costs, equipment and facilities. The Company expects to price product only
      after
      if has entered into contracts for the construction with subcontractors, an
      approach which will improve our ability to estimate costs
      accurately.





**Sales
      Process**





Sales
      by
      the Company are generally made pursuant to a standard sales contract, which
      generally requires a customer deposit at the time of execution and an additional
      payment upon required approvals. Sales may also be made through option contracts
      in lieu of a binding sale. Subject to particular contract provisions, the
      Company generally permits customers to cancel their obligations in the event
      approvals are unobtainable within a specified period of time.





**Competition
      and Market Factors**





The
      real
      estate residential development industry in the United States, however, is highly
      competitive and fragmented. In each market area we may enter, there are numerous
      developers with which we compete. We expect to compete on the basis of a number
      of interrelated factors, including location, reputation, amenities, design,
      quality and price, with numerous large and small developers, including some
      developers with nationwide or regional operations and greater financial
      resources and/or lower costs than us.





We
      plan
      to compare favorably to other land developers in the markets in which we
      operate, due primarily to:




·
            our
                responsiveness to market conditions, enabling us to capitalize on
                the
                opportunities for advantageous land acquisitions in desirable locations;
                and





·
            our
                reputation for quality design, construction and
                service.





The
      residential real estate industry is cyclical and is affected by a number of
      economic and other factors including: (1) significant national and world events,
      which impact consumer confidence; (2) changes in the costs of building
      materials and labor; (3) changes in interest rates; (4) changes in
      other costs associated with home ownership, such as property taxes and energy
      costs; (5) various demographic factors; (6) changes in federal income
      tax laws; (7) changes in government mortgage financing programs, and
      (8) availability of sufficient mortgage capacity. In addition to these
      factors, our business and operations could be affected by shifts in demand
      for
      new homes.





**Government
      Regulation and Environmental Matters**





During
      our development of properties, we will be required to obtain certain
      entitlements which will add value to the land. Control of that process may
      often
      be beyond our control. The length of time necessary to obtain required permits
      and approvals affects the carrying costs of unimproved property acquired for
      the
      purpose of development and construction. In addition, the continued
      effectiveness of permits already granted is subject to factors such as changes
      in policies, rules and regulations and their interpretation and application.
      Several governmental authorities have imposed impact fees as a means of
      defraying the cost of providing certain governmental services to developing
      areas. We do not believe the governmental approval processes discussed above
      will have a material adverse effect on our development activities, and indeed
      all developers in a given market face the same fees and restrictions. There
      can
      be no assurance, however, that these and other restrictions will not adversely
      affect us in the future.




4




We
      may
      also be subject to periodic delays or may be precluded entirely from developing
      communities due to building moratoriums or "slow-growth" or "no-growth"
      initiatives or building permit allocation ordinances which could be implemented
      in the future in the states and markets in which we operate. The moratoriums
      generally could adversely affect any of our projects—particularly if they arise
      from health, safety and welfare issues such as insufficient water or sewage
      facilities. Local and state governments also have broad discretion regarding
      the
      imposition of development fees for projects in their jurisdiction. These fees
      will normally be established, however, when we receive recorded final maps
      and
      building permits. Our operations are subject to building, environmental and
      other regulations of various federal, state and local governing authorities.
      Our
      compliance with federal, state, local and foreign laws relating to protection
      of
      the environment has had, to date, no material effect upon capital expenditures,
      earnings or competitive position. More stringent requirements could be imposed
      in the future on homebuilders and developers, thereby increasing the cost of
      compliance. These laws may result in delays, cause us to incur substantial
      compliance and other costs, and prohibit or severely restrict development in
      certain environmentally sensitive regions or areas.





**Risk
      Factors**





I.
      Risks Associated with Our Current Stage of Busines s





*Management
      may not run the company in a profitable manner and if it does not you may lose
      your entire investment:*




Our
      management has
      limited experience in our proposed areas of operation. It is unlikely that
      any
      of our officers or directors will have any direct experience in the business
      of
      any target company. Thus, the day-to-day operations of the businesses which
      we
      may become involved with will depend upon the abilities of management of the
      acquired target companies which we are presently unable to identify. Our
      officers and directors have limited experience in the evaluation of businesses
      for the purposes of conducting acquisitions or mergers.





*We
      may not be able to locate and acquire suitable companies for our future
      acquisitions and any failure to acquire suitable companies may result in losses
      to us and our investors:*




With
      the
      exception of Genesis Land, Inc., a Dallas-based residential development company
      formerly known as Genesis Land Development, LLC, the Company has not yet
      identified any target company. While we plan on pursuing development companies
      or projects similar in size, scope and focus to Genesis, we may not be able
      to
      acquire companies or projects that are similarly situated, and we may not be
      able to acquire land development companies in the southwest United States as
      we
      currently intend. Intense competition can be expected from existing, better
      financed and more established competitors, who are also seeking to create or
      purchase profitable businesses. Numerous other firms have substantially greater
      resources in locating and/or acquiring potential acquisition candidates.
      Management has limited previous experience in identifying suitable acquisition
      candidates.





*We
      have a limited operating history in real estate development and therefore,
      predicting our future performance is difficult:*




Genesis
      Holdings, Inc. was formed on May 25, 1999, but until recently has had no
      operations. In July 2006 Genesis Holdings entered into a Merger Agreement with
      Genesis, whereby we acquired Genesis as a subsidiary in exchange for 19 million
      shares of common stock of Genesis Holdings issued to the Bankston Third Family
      Limited Partnership (“BTFLP”), the sole equity holder of Genesis. As a result of
      the Genesis acquisition, Genesis Holdings entered into the business of land
      development through Genesis. Because of its limited operating history, it will
      be difficult to predict or evaluate future profitability of Genesis Holdings.




5




*We
      may not have access to sufficient capital to pursue our acquisition strategies
      and therefore would be unable to achieve our planned future
      growth:*




We
      intend
      to pursue a growth strategy that includes acquiring new companies. There is
      a
      risk that we will not have access to sufficient capital to pursue our
      acquisition strategies. We may take an extended period of time to locate and
      investigate specific target companies, and if one or more target companies
      are
      located, the negotiation and execution of the relevant agreements may require
      substantial time, effort and expense. Our ability to continue to make
      acquisitions will depend primarily on our ability to obtain additional private
      or public equity or debt financing. Such financing may not be available to
      make
      future investments.





*We
      depend on key management personnel and the loss of any of them would seriously
      disrupt our operations:*




The
      Board
      of Directors is responsible for managing Genesis Holdings. Our future success,
      including particularly the implementation of our acquisition growth strategy,
      is
      substantially dependent on the active participation of Jason Pratte and Larry
      Don Bankston. The loss of their services could cause us to fail.





*We
      have not yet identified any specific target businesses to acquire through a
      purchase or merger or any specific areas of real estate development that we
      intend to pursue and we may acquire businesses that our shareholders do not
      approve of:*




We
      have
      not presently identified any specific target business to acquire through a
      purchase or merger or any specific types of real estate development, including
      location or size, on which we intend to focus. Our shareholders, including
      purchasers of the shares offered hereby, will have no opportunity to review
      or
      evaluate the target companies or projects with which we may choose to become
      involved. As of the date of this report, there are no plans, proposals,
      arrangements or understandings with respect to any possible business combination
      or opportunity. In addition, although we intend to first pursue development
      opportunities in the southwestern United States, we are not certain whether
      such
      opportunities will be in residential, commercial or industrial applications.
      We
      have not developed and do not presently intend to develop criteria for the
      search and selection of a real estate project acquisition. Thus, investors
      will
      have no prior indication as to the real estate that we may acquire if we are
      able to finalize an acquisition. It is possible that any business we target
      will
      present such a level of risk that conventional private or public offerings
      of
      securities or conventional bank financing would not be available to the
      business.





*We
      have not conducted research to determine whether there is demand in the market
      for a business combination with Genesis Holdings and, if not, we may not be
      able
      to acquire suitable businesses:*




We
      have
      no market research to indicate that a demand exists for a merger or acquisition
      as contemplated by Genesis Holdings. Consequently, investors are relying
      exclusively upon the judgment of our directors and officers and their efforts
      in
      locating and selecting possible acquisition candidates.





*Our
      lack of diversification subjects investors to a greater risk of losses:*




In
      the
      event we are successful in identifying and evaluating one or more suitable
      merger or acquisition candidates, which may not occur, we may be required to
      issue shares of our common stock in an acquisition or merger transaction.
      Inasmuch as our capitalization is limited, it is unlikely that we will be
      capable of completing more than a limited number of mergers or acquisitions.
      Consequently, our potential lack of diversification may subject us to economic
      fluctuation within the real estate industry, which can be a very volatile
      industry.




6




*Control
      of Genesis Holdings may change and any new management may not successfully
      run
      our business:*




An
      acquisition involving the issuance of shares of our common stock may result
      in
      shareholders of the acquired business obtaining a significant interest in
      Genesis Holdings. This may result in a change in control of Genesis Holdings,
      which could result in the removal of our present officers and directors. New
      management may not have experience or qualifications related to the operation
      of
      any of our activities or the operations of the business acquired.





*We
      currently have only one officer and two directors who have other employment
      obligations:*




At
      present, we have no employees other than our sole officer, who devotes
      approximately ten hours a week to the business of the Company. One of our
      directors has devoted approximately forty hours a week on average over the
      past
      year to the business of Genesis. Each of our officers and directors has full
      time employment outside Genesis Holdings and will be available to participate
      in
      management decisions only on an "as needed" basis. None of our officers or
      directors have entered into written employment agreements with us and none
      is
      expected to do so in the foreseeable future. In the event of competing demands
      for their time, our officers and directors may grant priority to their full
      time
      positions rather than to us.




*Investors
      may not be able to review the terms of potential business combinations and
      any
      combination could result in losses:*




We
      do not
      intend to provide shareholders with complete disclosure documentation, including
      audited financial statements, concerning a target company and its business
      prior
      to merger or acquisition. Under Nevada law, a variety of corporate actions,
      including acquisitions, may be taken by holders of a majority of outstanding
      shares without notice or approval by remaining shareholders. Thus, purchasers
      of
      the shares offered hereby may not have the opportunity to review, approve or
      consent to the terms of an intended acquisition or business combination. In
      addition, consummation of a business combination may involve the issuance of
      authorized but unissued shares of our common stock. Our shareholders may not
      have the opportunity to approve or consent to such additional issuances of
      securities, which would dilute the ownership interest of the our shareholders.





II. Risks
      Related to Investment in a Real Estate Company





Although
      the Company does not presently intend to conduct any actual real estate or
      other
      operations directly, it does intend to pursue real estate development through
      its current subsidiary and pursue the acquisition of other real estate
      development companies. The Company may also create new subsidiaries to acquire
      specific real estate projects. The risks inherent to those companies or projects
      will affect the value of the Company’s shares. Accordingly, you should consider
      the risks associated with the investment in any company actively engaged in
      real
      estate projects, including the following:





*We
      are subject to currently unforeseeable risks associated with our potential
      business combinations, any of which could result in losses:*




Upon
      consummating a business combination, we will become subject to the risks
      inherent in that business operation’s real estate segment. These risks are
      presently unknown and unforeseeable. We may be dependent upon existing or new
      management of the target company, and may thus lack the control necessary to
      adjust the direction of the business in the event such operating management
      is
      unable to cope with business problems that may arise. Because we may participate
      in a business combination with newly-organized firms or with firms which are
      attempting to expand through new real estate markets, we may face additional
      special risks associated with that specific real estate segment.




7




*Leveraged
      transactions may encumber our assets and reduce any returns to
      investors:*




Even
      though our Dallas property has no indebtedness, the real estate industry
      typically relies on a high level of debt to finance the acquisition and
      development of real estate projects. It is possible that an acquisition or
      merger of a target or real estate project may be structured or consummated
      through the use of leverage. Leveraged transactions generally refer to the
      use
      of debt to acquire a business or assets. Typically, borrowed funds are used
      to
      purchase shares of selling shareholders, thus encumbering the assets and cash
      flow of the acquired business.




*Our
      business will be negatively affected if we do not keep pace with the latest
      real
      estate development trends and consumer preferences:*




End
      user
      real estate preferences are characterized by change. If we are unable to respond
      successfully to these developments or do not respond in a timely or
      cost-effective way, our business and operating results will be seriously harmed.
      Our success will depend, in part, on our ability to offer real estate products
      that keep pace with continuing changes in evolving industry standards and
      changing consumer preferences. In addition, we must recruit and retain
      professionals who are apprised of the preferences in each market segment we
      pursue.




*Management
      has limited experience with* *real
      estate development* *and
      may not manage current or future projects successfully:*




Management
      of the Company has substantial experience in business, finance, management,
      and
      real estate investing. However, because Genesis has only been operating for
      a
      short period of time, a limited record of performance is available to measure
      the skill of management in developing the real estate owned by Genesis. Past
      performance of properties developed by management is no indication of the return
      this Company will produce. The loss of one or more of our officers and directors
      may result in a material adverse effect on the Company.




The
      current property owned by the Company is located in the Dallas metropolitan
      area. Other than this real estate, the real estate the Company intends to
      acquire has not yet been identified. Shareholders must rely on management to
      (i) investigate, negotiate and purchase real property suitable for the
      Company's overall strategy; (ii) obtain credit facilities at favorable
      rates and enter into the appropriate guarantees to obtain the mortgages
      required; (iii) develop, enhance and ultimately sell the Company's real
      estate at favorable prices; and (iv) manage the staff necessary to complete
      the tasks to minimize the costs involved, among other matters.




*We
      may not be able to manage rapid growth and acquisition of substantial new
      opportunities effectively* *:*




We
      may
      not be able to manage the companies we acquire, or the real estate we acquire
      indirectly through our subsidiaries, effectively and the failure to do so may
      have an adverse effect on the financial condition and results of operations
      of
      the Company and could adversely affect the value of your investment in the
      Company.




*Our
      ownership of real estate may result in losses if demand for property
      declines:*




The
      Company will be subject to risks incident to the ownership (directly or
      indirectly) of real estate, including: changes in general economic or local
      conditions, such as a decrease in demand for residential, commercial and
      industrial space due to a decrease in population or employment or changes in
      technology or adverse downturns in the general economy; changes to preferences
      that reduce the attractiveness of our properties to end users; fluctuation
      in
      mortgage rates, building ownership or operating expenses; rises and falls in
      undeveloped land values; costs of infrastructure, construction or other
      development costs; changes in supply or demand of competing properties in an
      area; changes in interest rates, zoning and other governmental regulations
      and
      availability of permanent mortgage funds that may render the sale of a property
      difficult or unattractive; increases in the cost of adequate maintenance,
      insurance and other operating costs, including real estate taxes, associated
      with one or more properties, which may occur even when a property is not
      generating revenue; inflation; and changes in tax laws and rates. Realization
      of
      any of these risks could reduce the demand for our current or future properties
      and a reduction in demand could result in a loss to the Company upon the sale
      of
      a property.




8




*Our
      real estate activities will be subject to vigorous competition from other
      properties and other real estate investors, which may reduce our
      earnings:*




It
      is
      anticipated that any real estate projects acquired directly or indirectly by
      the
      Company will have vigorous competition from similar properties in the vicinity.
      The success of the Company may depend upon the success of its subsidiaries
      in
      competing with similar businesses within the vicinity. In addition, if there
      are
      numerous other investors bidding for real property, some of them may have
      greater financial resources and more experience than the Company or its
      subsidiaries. There is generally limited publicly available information about
      such properties, and the Company must rely on the due diligence of management
      and the Company’s third party contractors and agents to obtain information in
      connection with the Company's investment decisions.




*Development
      costs are difficult to estimate and if costs exceed our budget we may lose
      money
      on the sale of a property:*




Our
      estimate of the costs of improving, repositioning or developing an acquired
      property may prove to be too low, and, as a result, the property may fail to
      meet our estimates of the profitability of the property, either temporarily
      or
      for a longer time. Our pre-acquisition evaluation of the physical condition
      of
      each new investment may not detect certain defects or necessary improvements
      until after the property is acquired, which could significantly increase our
      total acquisition costs.




*The
      U.S. real estate market is cyclical, and is experiencing a downturn, which
      may
      increase the difficulty of selling our future property:*




Investment
      in real estate involves a high degree of business and financial risk, which
      can
      result in substantial losses and accordingly should be considered speculative.
      The market for property in the United States tends to be cyclical, with periods
      in which the prices of properties rise and fall. Prices are now falling, which
      may reduce any return generated upon the sale of our future property.





*Many
      real estate costs are fixe* *d
      and
      must be paid even if the property is not generating revenue:*




Our
      financial results depend primarily on being able to add value and then sell
      properties to others on terms favorable to us. Many costs associated with real
      estate investment, such as debt service, real estate taxes and maintenance
      costs, generally are not reduced even when a property is not fully improved
      or
      used. Thus, even a small increase to the time in which a real estate project
      can
      be sold can result in a significant increase in the carry costs of the property.
      As a result, cash flow from the operations of our properties may be reduced
      if
      we encounter a delay in anticipated development. Additionally, new properties
      that we may acquire may not produce any significant revenue immediately, and
      the
      cash flow from existing operations may be insufficient to pay the operating
      expenses and debt service associated with that property until the property
      is
      fully developed and sold.




*There
      is no assured market for properties* *and
      we may be unable to sell a property in a timely manner, which would reduce
      our
      earnings:*




Liquidity
      relates to the ability of the Company to sell a property in a timely manner
      at a
      price that reflects the fair market value of that property. The illiquidity
      of
      properties may adversely affect the ability of the Company to dispose of such
      properties in a timely manner and at a fair price at times when the Company
      deems it necessary or advantageous. The timing and likelihood of liquidation
      events is uncertain and unpredictable and affected by general economic and
      property-specific conditions. There may not be a market, or the market may
      be
      very limited, for the real estate which the Company will try to sell, even
      though the Company makes appropriate efforts to cover the available market.
      Investments in real properties are generally not liquid. The real estate the
      Company owns and is targeting does not generate rents or cash flow of any kind
      and is dependent on sale of the real property. The Company may not be able
      to
      dispose of its current and future properties within its anticipated time
      schedule and the sales of such properties may not be made at the prices
      projected by the Company.




9




*We
      are subject to zoning and environmental controls* *that
      may restrict the use of our property:*




Governmental
      zoning and land use regulations may exist or be promulgated that could have
      the
      effect of restricting or curtailing certain uses of the Company’s real estate.
      Such regulations could adversely affect the value of any of the Company's
      properties affected by such regulations. In recent years real estate values
      have
      also sometimes been adversely affected by the presence of hazardous substances
      or toxic waste on, under or in the environs of the property. A substance (or
      the
      amount of a substance) may be considered safe at the time the property is
      purchased but later classified by law as hazardous. Owners of properties have
      been liable for substantial expenses to remedy chemical contamination of soil
      and groundwater at their properties even if the contamination predated their
      ownership. Although the Company intends to exercise reasonable efforts to assure
      that no properties are acquired that give rise to such liabilities, chemical
      contamination cannot always be detected through readily available means, and
      the
      possibility of such liability cannot be excluded.




Under
      various federal, state and local laws, ordinances and regulations, we may be
      required to investigate and clean up certain hazardous or toxic substances
      released on or in properties we own or operate, and also may be required to
      pay
      other costs relating to hazardous or toxic substances. This liability may be
      imposed without regard to whether we knew about the release of these types
      of
      substances or were responsible for their release. The presence of contamination
      or the failure to remediate property contaminations at any of the Company's
      properties may adversely affect our ability to sell or lease the properties
      or
      to borrow using the properties as collateral. The costs or liabilities could
      exceed the value of the affected real estate. We have not been notified by
      any
      governmental authority, however, of any non-compliance, liability or other
      claim
      in connection with any of our properties, and we are not aware of any other
      environmental condition with respect to any of our properties that management
      believes would have a material adverse effect on the Company's business, assets
      or results of operations taken as a whole.




The
      uses
      of any of the Company's properties prior to our acquisition and the building
      materials used at the properties are among the property-specific factors that
      will affect how the environmental laws are applied to the Company's properties.
      Though we will attempt to determine the environmental condition of each property
      as part of our due diligence, we cannot be certain that this investigation
      will
      reveal all conditions that may impose an obligation on the Company to mitigate
      the environmental condition. If we were subject to environmental liability,
      which could be imposed based on Genesis’ ownership of its property, such
      liability could adversely affect the value of our shareholders' investment
      in
      the Company.




For
      instance, Genesis encountered a cemetery that was not found in the Phase I
      environmental report prepared for the Dallas area real estate. While the
      cemetery did not create major difficulties for Genesis, it did delay development
      of the real estate during the time period required for local and state
      authorities to investigate the cemetery and a court order had to be obtained
      to
      relocate the graves. The cost of moving the graves was paid by
      Genesis.




*We
      are subject to uninsured losses* *that
      may require substantial payments that would reduce our cash reserves or result
      in losses:*




The
      Company currently carries no comprehensive liability and casualty insurance
      and
      even if it obtains such insurance in the future, certain disaster insurance
      (such as earthquake insurance) may not be available or may be available only
      at
      prices which the Company deems  prohibitive.
      In addition, losses may exceed insurance policy limits, and policies may contain
      exclusions with respect to various types of losses or other matters.
      Consequently, all or a portion of the Company's properties may not be covered
      by
      disaster insurance and insurance may not cover all losses.


10




*As
      a
      developer of residential property, we are subject to risks affecting the
      homebuilding industry, any of which may reduce the sales price of our
      property:*




The
      homebuilding industry is substantially affected by changes in national and
      general economic factors outside of our and the homebuilders’ control, such as:




·
            short
                and long term interest rates;·
            the
                availability of financing for homebuyers;·
            consumer
                confidence (which can be substantially affected by external conditions,
                including international hostilities involving the United
                States);·
            federal
                mortgage financing programs; and·
            federal
                income tax provisions.




The
      cyclicality of the homebuilding industry is also highly sensitive to changes
      in
      economic conditions that can occur on a local or regional basis, such as changes
      in:




·
            housing
                demand;·
            population
                growth;·
            employment
                levels and job growth; and·
            property
                taxes.




Weather
      conditions and natural disasters such as earthquakes, hurricanes, tornadoes,
      floods, droughts, fires and other environmental conditions can harm homebuilding
      on a local or regional basis. Many of the properties we intend to acquire may
      be
      located in areas regularly impacted by tornadoes and flooding. Civil unrest
      can
      also have an adverse effect on the homebuilding industry.




Fluctuating
      lumber prices and shortages, as well as shortages or price fluctuations in
      other
      important building materials, can have an adverse effect on the homebuilding
      industry. Similarly, labor shortages or unrest among key trades, such as
      carpenters, roofers, electricians and plumbers, can delay the delivery of
      homebuilders’ homes and increase their costs. Rebuilding efforts underway in the
      gulf coast region of the United States following the destruction caused by
      the
      two devastating hurricanes there in the summer of 2005 may cause or exacerbate
      shortages of labor and/or certain materials.




The
      difficulties described above can cause demand and prices for homebuilders’ homes
      to diminish or cause them to take longer and incur more costs to build their
      homes. In addition, some of the difficulties described above could cause some
      homebuyers to cancel their home purchase contracts altogether. Any decrease
      in
      the number or price of new homes being sold in our markets may reduce the
      revenue generated by the Company.




The
      homebuilding industry is cyclical, and is experiencing a downturn. A decline
      in
      the prices for new homes would have an adverse effect on the homebuilding
      industry, and on the revenues to be generated by the Company. Many analysts
      believe the homebuilding industry is in the early stages of a prolonged downturn
      nationwide. In many markets nationwide, new home prices have declined in recent
      months.




III.
      Risks Associated With Debt Financing




Debt
      financing carries risks of refinancing difficulties, loss of mortgaged
      properties, reduced ability to obtain new financing and increases in interest.
      Moreover, conduit and mezzanine lenders may require cross-collateralization
      that
      would put non-leveraged properties at risk of foreclosure.




*Our
      inability to make secured debt payments could result in the loss of any
      mortgaged property* *:*




The
      Company does not have any debt on its Dallas property as of the date of this
      report, but may use debt financing in connection with future properties. If
      we
      cannot meet our secured debt obligations, the lender could take the collateral
      and we would lose both the secured property and the income, if any, it produces.
      Foreclosure on mortgaged properties or an inability to refinance existing
      indebtedness would likely have a negative impact on our financial condition
      and
      results of operations. The Company (through a subsidiary) could have to pay
      substantial legal costs in connection with foreclosure of a property, and thus
      be subject to a deficiency judgment if the foreclosure sale amount is
      insufficient to satisfy the mortgage.




11




*Rising
      interest rates could adversely affect our cash flow* *:*




We
      may
      borrow money at variable interest rates in the future to finance operations.
      Increases in interest rates would increase our interest expense on our variable
      rate debt, which would adversely affect cash flow and our ability to service
      our
      debt.




IV.
      Risks Related to This Offering




*There
      is no market for our common stock and shareholders may be unable to sell their
      shares:*




As
      of the
      date of this report, there is no public market for our common stock. Although
      we have had preliminary discussions with an authorized OTC Bulletin
      Board market maker for sponsorship of our securities on the Over-the-Counter
      Bulletin Board, our attempts to list our common stock on the OTC Bulletin
      Board or any other market may not be successful. Furthermore, if our
      securities are not quoted on the OTC Bulletin Board or elsewhere, a market
      may
      not develop for the common stock or a market in the common stock may not be
      maintained. As a result of the foregoing, our shareholders may be unable to
      sell
      their shares for any reason. The OTC Bulletin Board is a limited market and
      subject to substantial restrictions and limitations in comparison to the NASDAQ
      system. Any broker/dealer that makes a market in our stock or other person
      that
      buys or sells our stock could have a significant influence over its price at
      any
      given time.




*If
      publicly traded, our stock price could be very volatile:*




The
      market price of common stock quoted for trading on the OTC Bulletin Board can
      be
      highly volatile and may continue to be volatile in the future. Any or a
      combination of the following factors could cause the public market value of
      our
      common stock to decline quickly:





·
            operating
                results that differ from market
                expectations;




·
            negative
                or other unanticipated results of the operations of our subsidiary,
                Genesis;




·
            delays
                identifying targets;




·
            rapid
                changes in the real estate markets we
                pursue;




·
            changes
                in government regulations;




·
            changes
                in lending rates; and,




·
            general
                economic and stock market
                conditions.





The
      stock
      market has experienced, and it may continue to experience, significant price
      and
      volume fluctuations. These fluctuations have particularly affected the market
      prices of equity securities of many small capitalization companies that are
      not
      yet profitable or that experience low or inconsistent earnings. Often, the
      affect on the price of such securities is disproportionate to the operating
      performance of such companies. In our case, such broad market fluctuations
      may
      adversely affect our shareholders' ability to dispose of their shares at a
      price
      equal to or above the price at which they purchased such shares.





*Our
      controlling shareholder may exert considerable influence over elections and
      other decisions:*





As
      of the
      date of this report, the Bankston Third Family Limited Partnership beneficially
      owns a majority of the outstanding shares of common stock. As a result, this
      shareholder is able to effectively control matters requiring the approval by
      shareholders of the Company, including the election of directors. This
      concentration of ownership by a single shareholder may also have the effect
      of
      delaying or preventing a change in control of the Company.




12





**ITEM
      2 - DESCRIPTION OF PROPERTY**




Genesis
      Holdings does not currently own any property, although its subsidiary Genesis
      owns the approximately 14 acre parcel (only lots not already sold) in Texas
      described above. Our principal administrative offices are located at 1525 Clover
      Hill Rd., Mansfield, Texas 76063. Our offices are located in the home of an
      affiliate of the Company, and the Company does not pay any rent for the use
      of
      this space. Since Genesis Holdings is incorporated in Nevada it is required
      to
      maintain a resident office in that state in which corporate documents are
      available. The resident office is located at 1000 E. William St., Suite 204,
      Carson City, NV 89701. No activities take place in the resident office. All
      other activities have been consolidated to the facilities described
      above.





**ITEM
      3 - LEGAL PROCEEDINGS**





The
      Company is not involved in any material legal proceedings.





**ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matter
      was submitted to a vote of the Company’s security holders during the fourth
      quarter of the fiscal year covered by this Annual Report.





**PART
      II**





**ITEM
      5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS’
MATTERS**





*Common
      Stock*





Our
      authorized capital common stock consists of 25,000,000 shares of common stock,
      $0.001 par value per share. As of the date of this report, there are 21,780,226
      shares of common stock issued and outstanding, which are held of record by
      approximately 1175 holders.





*Dividend
      Policy*





To
      date,
      Genesis Holdings has not paid any cash dividends on its common stock. Genesis
      Holdings currently intends to retain all of its future earnings for use in
      their
      business and, therefore, does not expect to pay dividends in the near
      future.





*Market
      Information*





As
      of the
      date of this report, there is no public market for our shares. Management
      has begun preliminary discussions with a single prospective
      market maker concerning its participation in the after-market for our
      securities on the OTC Bulletin Board, but there can be no assurance that this
      market maker will agree to participate or, if the market maker does agree to
      participate, that we will be successful in obtaining a listing for our common
      stock on the OTC Bulletin Board or any other market. There is no assurance
      that
      a trading market will ever develop or, if a market does develop that it will
      continue.





**ITEM
      6 -****MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




**Results
      of Operations**




Genesis
      Holdings, Inc. was incorporated on May 25, 1999 in the state of Nevada. The
      Company is a holding company for subsidiary acquisitions.





Genesis
      Land Development, LLC was formed on September 8, 2003 in the state of Texas.
      The
      company is engaged in the business of developing vacant land into single family
      residential lots. On July 1, 2006, the Company, which was formerly known as
      AABB, Inc., acquired all of the membership interests of Genesis Land
      Development, LLC, pursuant to a merger agreement dated as of July 1, 2006,
      among
      AABB, Inc., AABB Acquisitions Sub, Inc., certain shareholders and the members
      of
      Genesis Land Development, LLC. The Company acquired 100% of the ownership
      interest of Genesis Land Development, LLC from the sole member of the LLC for
      19,000,000 shares of the Company’s common stock.




13




For
      accounting purposes, the acquisition is treated as a recapitalization rather
      than a business combination. After the merger, AABB, Inc. changed its name
      to
      Genesis Holdings, Inc. The Company was considered a development stage company
      prior to its acquisition of Genesis Land Development, LLC.




**Critical
      Accounting Policies**




Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our financial statements, which have been prepared in accordance
      with
      accounting principles generally accepted in the United States of America. The
      preparation of these financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses. In consultation with our Board of Directors, we have identified
      several accounting principles that we believe are key to an understanding of
      our
      financial statements. These important accounting policies require management's
      most difficult, subjective judgments.




***Inventory
      of Fully Developed Residential Lots Held For Sale***





The
      inventory of fully developed residential lots held for sale is carried at the
      lower of cost or market. The cost of the lots is approximately $27,000 per
      lot
      and the market value is estimated at $38,500 per lot as determined by the option
      agreement.





Cost
      includes land, construction costs including hard and soft cost, capitalized
      interest, capitalized property taxes and loan costs.





***Sales
      and Profit Recognition***





In
      accordance with statement of financial accounting standard (“SFAS”) No. 66,
“Accounting for Sales of Real Estate,” development land sales will be recognized
      at closing when sufficient down payments have been obtained, possession and
      other attributes of ownership have been transferred to the buyer and the Company
      has no significant continuing involvement.





The
      costs
      of acquiring and developing land are accumulated and will be charged to cost
      of
      sales as the related inventories are sold.





***Long-Lived
      Assets***





Statement
      of Financial Accounting Standards No. 144. “Accounting for the Impairment of
      Long-Lived Assets and for Long-Lived Assets to be Disposed of,” requires that
      long-lived assets be reviewed for impairment whenever events or changes in
      circumstances indicate that the historical cost carrying value of an asset
      may
      no longer be appropriate. The Company assesses recoverability of the carrying
      value of an asset by estimating the future net cash flows expected to result
      from the asset, including eventual disposition. If the future net cash flows
      are
      less than the carrying value of the asset, an impairment loss is recorded equal
      to the difference between the asset’s carrying value and fair value. This
      standard did not have a material effect on the Company’s results of operations,
      cash flows or financial position.





***Disclosures
      About Fair Value of Financial Instruments***




The
      Company estimates that the fair value of financial instruments at December
      31,
      2006 and 2005 as defined in FASB 107, does not differ materially from the
      aggregate carrying values of its financial instruments recorded in the
      accompanying balance sheet. The estimated fair value amounts have been
      determined by the Company using available market information and appropriate
      valuation methodologies.   14




***Use
      of Estimates***




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.




***Stock
      Issued for Non-Cash Transactions***




It
      is the
      Company’s policy to value stock issued for non-cash transactions, such as
      services, at the fair market value of the goods or services received or the
      consideration granted, whichever is more readily determinable, at the date
      the
      transaction is negotiated.





There
      were 1,800,000 shares of common stock issued during 2006 for consulting services
      valued at $15,000.





***Income
      Taxes***





Provisions
      for income taxes are based on taxes payable or refundable for the current year
      and deferred taxes on temporary differences between the amount of taxable income
      and pretax financial income and between the tax bases of assets and liabilities
      and their reported amounts in the financial statements. Deferred tax assets
      and
      liabilities are included in the financial statements at currently enacted income
      tax rates applicable to the period in which the deferred tax assets and
      liabilities are expected to be realized or settled as prescribed in FASB
      Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rates
      are enacted, deferred tax assets and liabilities are adjusted through the
      provision for income taxes.





***Net
      Income Per Share***





The
      Company adopted Statement of Financial Accounting Standards No. 128 that
      requires the reporting of both basic and diluted earnings per share. Basic
      earnings per share is computed by dividing net income available to common
      stockholders by the weighted average number of common shares outstanding for
      the
      period. Diluted earnings per share reflects the potential dilution that could
      occur if securities or other contracts to issue common stock were exercised
      or
      converted into common stock. In accordance with FASB 128, any anti-dilutive
      effects on net earnings per share are excluded.




**SELECTED
      FINANCIAL INFORMATION**




Year
                Ended12/31/2006
            
            12/31/2005Statement
                of Operations Data:Total
                revenue
            
            $
            2,334,919
            
            $
            2,310,000Income
                from operations
            
            
            565,663
            
            
            646,373Income
                from operations before corporation income and Texas franchise
                taxes
            
            $
            499,130
            
            $
            588,850Net
                income
            
            $
            436,656
            
            $
            588,850Net
                income per share - basic and diluted
            
            $
            0.02
            
            $
            0.03Balance
                Sheet Data:Total
                assets
            
            $
            1,509,396
            
            $
            3,037,023Total
                liabilities
            
            
            469,909
            
            
            2,449,910Stockholders'
                equity
            
            $
            1,039,487
            
            $
            587,113




15




**Results
      of Operations**




***Revenues.*** Revenues
      from operations for the year ended December 31, 2006 increased from the year
      ended December 31, 2005, due to an increase in the selling price of the lots
      in
      2006. This is offset by the fact that there were 60 lots sold during the year
      ended December 31, 2005 and there were 58 lots sold in the year ended December
      31, 2006.




***Cost
      of Sales.*** The
      cost
      of sales decreased for the year ended December 31, 2006 as compared to the
      year
      ended December 31, 2005 due to the decrease in the number of lots sold described
      above.




***Operating
      expenses***




Year
                Ended
            
            Increase12/31/2006
            
            12/31/2005
            
            (Decrease)Cost
                of sales
            
            $
            1,546,579
            
            $
            1,600,757
            
            $
            54,178General
                and administrative expenses:Accounting
                and legal
            
            $
            75,933
            
            $
            52,310
            
            $
            23,623Property
                taxes
            
            
            121,177
            
            
            -
            
            
            121,177Other
            
            
            25,567
            
            
            10,560
            
            
            15,007Total
                operating
            
            $
            222,677
            
            $
            62,870
            
            $
            159,807




***Operating
      Expenses.*** Operating
      expenses increased by $159,807 to $222,677 for the year ended December 31,
      2006,
      as compared to $62,870 for the year ended December 31, 2005, approximately
      a
      254% increase. This increase is primarily due to an increase in accounting
      and
      legal expenses due to the filing of a registration statement with the Securities
      and Exchange Commission and property taxes incurred during the year ended
      December 31, 2006.




***Liquidity
      and Capital Resources.*** We
      currently have no material commitments for capital expenditures and have no
      fixed expenses.




To
      date
      we have financed our operations with cash from our operating activities and
      the
      following loans:




On
      October 1, 2005, the Company’s subsidiary received a land development loan for
      $3,625,000 from Texas Bank. The loan bore an interest rate of 8.25%, and was
      paid off during 2006.




On
      October 13, 2004, the Company’s subsidiary received a $417,000 note from Texas
      Bank. The loan bore an interest of 8.25% and was paid off during
      2006.




During
      2005, the Company’s subsidiary entered into seven notes payable dated from
      January 28, 2005 through April 29, 2005 payable to Don Bankston. The loans
      bear
      interest at a rate of 7%, and principal is due on demand.




16




Working
      capital is summarized and compared as follows:


December
                  31,2006
              
              2005Current
                  assets
              
              $
              1,509,396
              
              $
              3,037,023Current
                  liabilities
              
              
              469,909
              
              
              2,449,910Working
                  capital
              
              $
              1,039,487
              
              $
              587,113




Our
      net
      cash provided by operations was $2,052,251 for the year ended December 31,
      2006.
      Net income for the year ended December 31, 2006 was $436,656, and included
      non-cash items such as consulting services paid with common stock of $15,000,
      and interest paid by the increase in notes payable of $18,920. We also had
      cash
      provided to us by a decrease in an investment in fully developed residential
      lots held for sale of $1,577,334, accounts payable and accrued expenses of
      $41,825, and corporation and Texas franchise taxes payable of $50,389. We used
      cash to fund an increase in accounts receivable of $82,603, and prepaid expenses
      of $5,270.




Our
      net
      cash provided by operations for the year ended December 31, 2005, consisted
      of
      net income of $588,850, and included non-cash interest paid by the increase
      in
      notes payable. We also had cash provided by a decrease in an investment in
      fully
      developed residential lots held for sale of $855,750, and an increase in
      accounts payable of $56,828. This was offset by a decrease in retainage payable
      of $135,579.




There
      was
      no net cash used or provided from investing activities for the years ended
      December 31, 2006 and 2005.




Our
      net
      cash used by financing activities during the year ended December 31, 2006 were
      repayment of land development loans payable, and notes payable for Don Bankston
      in the amounts of $2,034,074 and $57,061, respectively. These were offset by
      expenses paid by a stockholder and donated to the Company in the amount of
      $718.




Our
      net
      cash used by financing activities during the year ended December 31, 2005 were
      repayment of land development loans payable of $2,007,926. This was offset
      by
      proceeds from land development loans of $382,772, proceeds from notes payable
      for Don Bankston of $243,504 and expenses paid by a stockholder and donated
      to
      the Company in the amount of $2,000.




**ITEM
      7 - FINANCIAL STATEMENTS**




The
      required accompanying financial statements begin on page 22 of this
      document.




**ITEM
      8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





None.




**ITEM
      8A - CONTROLS AND PROCEDURES**





(a) Under
      the supervision and with the participation of our management, including our
      principal executive and principal financial officer, we conducted an evaluation
      of the design and operation of our disclosure controls and procedures, as such
      term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December
      31, 2006. Based on that evaluation, our principal executive and principal
      financial officer concluded that the design and operation of our disclosure
      controls and procedures were effective in timely alerting them to material
      information required to be included in the Company's periodic reports filed
      with
      the SEC under the Exchange Act. The design of any system of controls is based
      in
      part upon certain assumptions about the likelihood of future events, and there
      can be no assurance that any design will succeed in achieving its stated goals
      under all potential future conditions, regardless of how remote. However,
      management believes that our system of disclosure controls and procedure is
      designed to provide a reasonable level of assurance that the objectives of
      the
      system will be met.




17




(b) There
      were no changes in our internal control over financial reporting during the
      fourth quarter of 2006 that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial reporting.





**ITEM
      8B - OTHER INFORMATION**





There
      were no items required to be disclosed in a report on Form 8-K during the fourth
      quarter of the fiscal year ended December 31, 2006.





**PART
      III**




**ITEM
      9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**





The
      members of the Board of Directors of the Company serve until the next annual
      meeting of the stockholders, or until their successors have been elected. The
      officers serve at the pleasure of the Board of Directors.





There
      are
      no agreements for any officer or director to resign at the request of any other
      person, and the officers and directors named below are not acting on behalf
      of,
      or at the direction of, any other person.





Name
            
            Age
            
            Position
            
            TermJason
                Pratte
            
            35
            
            CEO,
                CFO, President, Director
            
            Since
                2001Larry
                Don Bankston
            
            59
            
            Director
            
            Since
                July 2006





Jason
      Pratte: Since April 2001, Mr. Pratte has served as the Chief Executive Officer
      of Diagnostic International, Inc., dba Aerobic Life, a nutritional supplement
      company located in Phoenix, Arizona. In February of 2006, Mr. Pratte began
      serving as a board member of Life Development Institute, a non-profit
      educational institution based in Arizona. Mr. Pratte earned a BA degree from
      Baylor University in Texas. Mr. Pratte devotes approximately 10 hours per week
      on average to the business of the Company.





Larry
      Don
      Bankston: Since 1985, Mr. Bankston has been the Chief Executive Officer of
      Bankston Electric Company, Inc. (BECI), a commercially licensed electrical
      contracting company based in Texas. BECI serves the Dallas and Fort Worth
      metropolitan area providing services in new construction, remodeling, repair
      and
      trouble call related electrical services including today’s latest computerized
      motor controls, equipment and appliance applications. Mr. Bankston created
      Genesis Land Development, LLC with two partners in July 2003. In July 2004
      Mr.
      Bankston bought out the two other partners and owned the company exclusively
      until its merger with AABB. Genesis Land Development completed its first
      residential development in 2005, which consisted of the 55 acre, 172 lot
“Bankston Meadows” development. Mr. Bankston has devoted an average of 40 hours
      per week to the business of Genesis over the last year.





There
      have been no material changes to the procedures by which our shareholders may
      recommend nominees to the Board of Directors during our last fiscal year. The
      Company's Board of Directors has not established any committees. The entire
      Board of Directors is currently acting as the audit committee. There is no
      "audit committee financial expert," as such term is defined in rules and
      regulations of the SEC, currently serving on the Board of Directors. However,
      our two directors believe that they have sufficient knowledge and experience
      to
      fulfill their duties and obligations with respect to audit committee functions
      of the Board.




18




Section
      16(a) Beneficial Ownership Reporting Compliance




Section
      16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the
      Company’s directors and executive officers, and persons who beneficially own
      more than ten percent of a registered class of our equity securities, to file
      with the Securities and Exchange Commission (the “Commission”) initial reports
      of beneficial ownership and reports of changes in beneficial ownership of our
      Common Stock. The rules promulgated by the Commission under Section 16(a) of
      the
      Exchange Act require those persons to furnish us with copies of all reports
      filed with the Commission pursuant to Section 16(a). The information in this
      section is based solely upon a review of Forms 3, Forms 4, and Forms 5 received
      by us.





We
      believe that the Company’s executive officers, directors and 10% shareholders
      timely complied with their filing requirements during the year ended December
      31, 2006.





Code
      of Ethics




The
      Company has not adopted a code of ethics with standards as set out by the SEC's
      regulations as of the date of this filing, due to the small size of the Company.
      Should the Company increase in size, management intends to reconsider the need
      for a code of ethics.





**ITEM
      10 - EXECUTIVE COMPENSATION**




**Executive
      Compensation**




Name
                and Principal Position
            
            Year
            
            Salary
            
            All
                Other Compensation
            
            TotalJason
                Pratte, CEO
            
            
            2004
            
            
            0
            
            
            0
            
            
            02005
            
            
            0
            
            
            0
            
            
            02006
            
            
            0
            
            
            0
            
            
            0





There
      was
      no compensation paid to any other director or officer during the fiscal years
      ended December 31, 2004-2006.





***Employment
      Agreements***





The
      Company has not entered into employment agreements with any of its officers
      as
      of the date of this filing.





Director
      Compensation





The
      Company’s directors did not receive any cash or other compensation during any of
      the respective years ended December 31, 2006, 2005 or 2004.





**ITEM
      11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




The
      following tables set forth certain information regarding the beneficial
      ownership of the Company’s common stock as of March 30, 2007 for (a) each person
      known by the Company to be a beneficial owner of five percent or more of the
      outstanding common stock of the Company, (b) each executive officer, director
      and nominee for director of the Company, and (c) directors and executive
      officers of the Company as a group. As of March 30, 2007, the Company had
      21,780,226 shares of common stock outstanding.




19




Title
                of Class
            
            Name
                & Address of Beneficial Owner(1)
            
            Amount
                and Nature of Beneficial Ownership(2)
            
            Percentage
                of Class(3)Common
                Stock
            
            
            Larry
                Don Bankston, Director
            
            
            19,000,000(4)
            
            
            88.6
            %Common
                Stock
            
            
            Jason
                Pratte, President, CEO, CFO, Director
            
            
            0
            
            
            n/aCommon
                Stock
            
            
            Directors
                and Officers as a group, 2 people
            
            
            19,000,000
            
            
            88.6
            %




(1)
      The address of each beneficial owner is c/o Genesis Holdings, Inc., 1525 Clover
      Hill Road, Mansfield, Texas 76063.




(2) All
      of the
      shares shown are held by individuals or entities possessing sole voting and
      investment power with respect to such shares.




(3) The
      "Percentage of Class" is calculated by dividing the amount of shares
      beneficially owned by the sum of the total outstanding shares of common stock
      of
      the Company.




(4)
      Includes 19,000,000 shares held by the Bankston Third Family Limited
      Partnership, of which Larry Don Bankston is the controlling
      partner.




The
      Company has no equity compensation plans.





**ITEM
      12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**





On
      July
      1, 2006, Genesis Holdings entered into a Merger Agreement with Genesis Land
      Development, LLC to acquire Genesis Land Development, LLC as a wholly-owned
      subsidiary in exchange for the issuance of 19,000,000 shares of Genesis Holdings
      common stock.





Mr.
      Bankston controls the Bankston Third Family Limited Partnership, the sole equity
      holder in Genesis Land Development, LLC. Other than through beneficial ownership
      of this equity, there was no relationship between Mr. Bankston and the Company.





On
      January 1, 2006, Genesis Holdings entered into Consulting Agreements with William
      Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital ,
      whereby William
      Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital agreed
      to provide consulting services to the Company for a one-year period. In exchange
      for entering into the agreement and performing the services required thereby, William
      Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital received
      an aggregate of 1,800,000 shares of common stock in the Company. The Company
      is
      not required to make any additional payments to William
      Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital ,
      but is
      responsible for reimbursing certain expenses incurred to William
      Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital during
      the performance of their duties.





Genesis
      entered into seven notes payable dated from January 28, 2005 through April
      29,
      2005 payable to Larry Don Bankston. The loans bear interest at a rate of 7%.
      Principal is due on demand. The principal and accrued interest balance at June
      30, 2006 was $314,404. These notes have not been documented in
      writing.





On
      September 30, 2003, Larry Don Bankston contributed the Dallas real estate to
      Genesis.





None
      of
      the Company’s directors are independent. Although the Company is not subject to
      any listing standards with respect to director independence, for purposes of
      this determination the Company used the NASDAQ director independence standard.




20




**ITEM
      13 - EXHIBITS AND REPORTS ON FORM 8-K**




The
      exhibits marked with an "*" were filed with the Company's original Form 8-A12G
      on August 10, 2001, and those
      marked with a “#” were filed with the Company’s initial Form SB-2 on September
      15, 2006. The remaining exhibits are filed with this report.





**Exhibit #**
            
            **Description***3.1
            
            Articles
                of Incorporation*3.2
            
            By-Laws#10.1
            
            Agreement
                of Purchase and Sale dated June 3, 2005 by and between Genesis Land
                Development, LLC and Wall Homes, Inc.#10.2
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and William
                E.
              Lane#10.3
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and RD
                Bickerstaff#10.4
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and Laura
                Poulson#10.5
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and Heritage
                West Capital#10.6
            
            Merger
                Agreement, dated July 1, 2006, by and among AABB, Inc., AABB Acquisition
                Sub, Inc., Genesis Land Development, LLC and certain
                shareholders31
            
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive and Chief Financial Officer32
            
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive and Chief Financial
                Officer





Reports
      on Form 8-K





None.




**ITEM
      14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES**




The
      Company paid or accrued the following fees in the prior fiscal year to its
      principal accountant, Weaver & Martin, LLC:





Year
                ended December 31, 20061.Audit
                fees
            
            $
            12,5002.Audit-related
                fees
            
            
            —3.Tax
                fees
            
            
            —4.All
                other fees
            
            
            —Totals
            
            $
            12,500




The
      Company’s principal accountant did not engage any other persons or firms other
      than the principal accountant’s full-time, permanent employees. As the Company
      does not have an audit committee, the entire Board pre-approves all services
      provided by the Company's principal accountant.




21




**Report
      of Independent Registered Public Accounting Firm**





**Stockholders
      and Directors**


**Genesis
      Holdings, Inc.**





We
      have
      audited the accompanying balance sheets of Genesis Holdings, Inc. as of December
      31, 2006 and December 31, 2005 and the related statements of operations,
      shareholder’s equity, and cash flows for the years then ended. These financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatements. 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 Holdings, Inc. as of
      December 31, 2006 and 2005 and the results of its operations and cash flows
      for
      each of the two years in the period ended December 31, 2006 in conformity with
      U.S. generally accepted accounting principles.





/s/
      Weaver & Martin, LLC


**Weaver
      & Martin, LLC**


Kansas
      City, Missouri


March
      16,
      2007





22





**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**CONSOLIDATED
      BALANCE SHEETS**


**DECEMBER
      31, 2006 AND 2005**


**2006**
              
              **2005****ASSETS**Cash
              
              $
              10,778
              
              $
              48,944Investment
                  in fully developedresidential
                  lots held for sale
              
              
              1,410,745
              
              
              2,988,079Accounts
                  receivable
              
              
              82,603
              
              
              -Prepaid
                  expenses
              
              
              5,270
              
              
              -**TOTAL
                  ASSETS**
              
              $
              1,509,396
              
              $
              3,037,023**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              152,898
              
              $
              111,073Corporation
                  and Texas franchise taxes payable
              
              
              50,389
              
              
              -Land
                  development loans payable
              
              
              -
              
              
              2,034,074Notes
                  payable and accrued interest - Don Bankston
              
              
              266,622
              
              
              304,763**TOTAL
                  LIABILITIES**
              
              
              469,909
              
              
              2,449,910**STOCKHOLDERS’
                  EQUITY**Common
                  stock, $0.001 par valueAuthorized
                  - 25,000,000 sharesIssued
                  and outstandingDecember
                  31, 2006 - 21,780,226 shares
              
              
              21,780
              
              
              -December
                  31, 2005 - 19,980,226 shares as restated
              
              
              -
              
              
              19,980Additional
                  paid-in capital
              
              
              581,051
              
              
              567,133Retained
                  earnings
              
              
              436,656
              
              
              -**TOTAL
                  STOCKHOLDERS’ EQUITY**
              
              
              1,039,487
              
              
              587,113**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY**
              
              $
              1,509,396
              
              $
              3,037,023





See
      Accompanying Notes.





23




**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**CONSOLIDATED
      STATEMENTS OF INCOME**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**


**2006**
              
              **2005****REVENUES
                  - SALE OF LOTS**
              
              $
              2,334,919
              
              $
              2,310,000**COST
                  OF SALES**
              
              
              1,546,579
              
              
              1,600,757**GROSS
                  PROFIT**
              
              
              788,340
              
              
              709,243**GENERAL
                  AND ADMINISTRATIVE EXPENSES**Accounting
                  and legal
              
              
              75,933
              
              
              52,310Property
                  taxes
              
              
              121,177
              
              
              -Other
              
              
              25,567
              
              
              10,560**TOTAL
                  GENERAL AND****ADMINISTRATIVE
                  EXPENSES**
              
              
              222,677
              
              
              62,870**INCOME
                  FROM OPERATIONS**
              
              
              565,663
              
              
              646,373**INTEREST
                  EXPENSE**
              
              
              66,533
              
              
              57,523**INCOME
                  BEFORE CORPORATION****INCOME
                  AND TEXAS FRANCHISE TAX**
              
              
              499,130
              
              
              588,850**CORPORATION
                  INCOME AND****TEXAS
                  FRANCHISE TAX**
              
              
              62,474
              
              
              -**NET
                  INCOME**
              
              $
              436,656
              
              $
              588,850**NET
                  INCOME PER COMMON SHARE**Basic
                  and Diluted
              
              $
              .02
              
              $
              .03**WEIGHTED
                  AVERAGE NUMBER OF****COMMON
                  SHARES OUTSTANDING**
              
              
              21,780,226
              
              
              19,980,226





See
      Accompanying Notes.





24




**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY**


FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND
      2005




**Common
                  Stock**
              
              **Additional
                  Paid-In**
              
              **Retained**
              
              **Deficit
                  Accumulated During The Development**
              
              **Member’s****Shares**
              
              **Amount**
              
              **Capital**
              
              **Earnings**
              
              **Stage**
              
              **Equity**
              
              **Total****BALANCE,****DECEMBER
                  31, 2005**
              
              
              980,226
              
              $
              980
              
              $
              2,000
              
              $
              -
              
              $
              (
                  2,980
              )
              $
              587,113
              
              $
              587,113**COMMON
                  STOCK ISSUED****FOR
                  GENESIS LAND****DEVELOPMENT,
                  LLC IN****CONNECTION
                  WITH****MERGER
                  (REVERSE****ACQUISITION)**
              
              
              19,000,000
              
              
              19,000
              
              
              565,133
              
              
              -
              
              
              2,980
              
              
              (
                  587,113
              )
              
              -**BALANCE,
                  DECEMBER****31,
                  2005, AS RESTATED****AFTER
                  MERGER**
              
              
              19,980,226
              
              
              19,980
              
              
              567,133
              
              
              -
              
              
              -
              
              
              -
              
              
              587,113**COMMON
                  STOCK ISSUED****FOR
                  CONSULTING****SERVICES**
              
              
              1,800,000
              
              
              1,800
              
              
              13,200
              
              
              -
              
              
              -
              
              
              -
              
              
              15,000**EXPENSES
                  PAID BY A****STOCKHOLDER
                  AND****DONATED
                  TO THE****COMPANY**
              
              
              -
              
              
              -
              
              
              718
              
              
              -
              
              
              -
              
              
              -
              
              
              718**NET
                  INCOME FOR THE****YEAR
                  ENDED****DECEMBER
                  31, 2006**
              
              
              -
              
              
              -
              
              
              -
              
              
              436,656
              
              
              -
              
              
              -
              
              
              436,656**BALANCE,
                  DECEMBER****31,
                  2006**
              
              
              21,780,226
              
              $
              21,780
              
              $
              581,051
              
              $
              436,656
              
              $
              -
              
              $
              -
              
              $
              1,039,487




See
        Accompanying Notes.


25


**GENESIS
        HOLDINGS, INC.**
 **(FORMERLY
        KNOWN AS AABB, INC.)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2006 AND 2005**


**2006**
              
              **2005****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income
              
              $
              436,656
              
              $
              588,850Adjustments
                  to reconcile net incomeTo
                  net cash provided by operating activities:Consulting
                  services paid with common stock
              
              
              15,000
              
              
              -Interest
                  paid by increase in notes payable toDon
                  Bankston
              
              
              18,920
              
              
              61,259Changes
                  in operating assets and liabilities:Investment
                  in fully developed residentiallots
                  held for sale
              
              
              1,577,334
              
              
              855,750Accounts
                  receivable
              
              
              (
                  82,603
              )
              
              -Prepaid
                  expenses
              
              
              (
                  5,270
              )
              
              -Accounts
                  payable and accrued expenses
              
              
              41,825
              
              
              56,828Retainage
                  payable
              
              
              -
              
              
              (135,579
              )Corporation
                  and Texas franchisetaxes
                  payable
              
              
              50,389
              
              
              -**NET
                  CASH PROVIDED BY****OPERATING
                  ACTIVITIES**
              
              
              2,052,251
              
              
              1,427,108**CASH
                  FLOWS FROM INVESTING ACTIVIITES**
              
              
              -
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from land development loans
              
              
              -
              
              
              382,772Repayment
                  of land development loans payable
              
              
              (
                  2,034,074
              )
              
              (
                  2,007,926
              )Proceeds
                  from notes payable - Don Bankston
              
              
              0
              
              
              243,504Repayment
                  of notes payable - Don Bankston
              
              
              (
                  57,061
              )
              
              -Expenses
                  paid by stockholder and donated to the company
              
              
              718
              
              
              2,000**NET
                  CASH (USED) BY****FINANCING
                  ACTIVITIES**
              
              
              (
                  2,090,417
              )
              
              (
                  1,379,650
              )**NET
                  INCREASE (DECREASE) IN CASH****AND
                  CASH EQUIVALENTS**
              
              
              (
                  38,166
              )
              
              47,458**CASH
                  AND CASH EQUIVALENTS,****BEGINNING
                  OF YEAR**
              
              
              48,944
              
              
              1,486**CASH
                  AND CASH EQUIVALENTS, END OF YEAR**
              
              $
              10,778
              
              $
              48,944




See
      Accompanying Notes.




26





**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.) (CONTINUED)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**


**2006**
              
              **2005****SUPPLEMENTAL
                  DISCLOSURE OF****CASH
                  FLOW INFORMATION****CASH
                  PAID DURING THE YEAR FOR:**Interest
              
              $
              31,719
              
              $
              270,548Taxes
              
              $
              -
              
              $
              -**SCHEDULE
                  OF NON-CASH INVESTING****AND
                  FINANCING ACTIVITIES:**Consulting
                  services paid with common stock
              
              $
              15,000
              
              $
              -Expenses
                  paid by stockholder and donatedto
                  the company
              
              $
              718
              
              $
              -Interest
                  paid by increase in notes payable toDon
                  Bankston
              
              $
              18,920
              
              $
              61,259




See
      Accompanying Notes.





27




**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**








**NOTE
      1**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Nature
      of Business and History of Company**





Genesis
      Holdings, Inc. (the Company) was incorporated on May 25, 1999 in the state
      of
      Nevada. The Company is a holding company for subsidiary
      acquisitions.





Genesis
      Land Development, LLC was formed on September 8, 2003 in the state of Texas.
      The
      company is engaged in the business of developing vacant land into single family
      residential lots.





On
      July
      1, 2006, the Company, which was formerly known as AABB, Inc., acquired all
      of
      the membership interests of Genesis Land Development, LLC, pursuant to a merger
      agreement dated as of July 1, 2006, among AABB, Inc., AABB Acquisitions Sub,
      Inc., certain shareholders and the members of Genesis Land Development, LLC.
      The
      Company acquired 100% of the ownership interest of Genesis Land Development,
      LLC
      from the sole member of the LLC for 19,000,000 shares of the company’s common
      stock.





For
      accounting purposes, the acquisition is treated as a recapitalization rather
      than a business combination.





After
      the
      merger, AABB, Inc. changed its name to Genesis Holdings, Inc. ****





The
      Company was considered a development stage company prior to its acquisition
      of
      Genesis Land Development, LLC.





**Basis
      of Presentation**





The
      Company’s financial statements have been prepared on an accrual basis of
      accounting, in conformity with accounting principles generally accepted in
      the
      United States of America. These principles contemplate the realization of assets
      and the liquidation of liabilities in the normal course of
      business.





**Accounting
      Estimates**





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with generally accepted accounting principles. Those estimates and assumptions
      affect the reported amounts of assets and liabilities, the disclosure of
      contingent assets and liabilities, and the reported revenues and expenses.
      Actual results could vary from the estimates that were used.





28





**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





**NOTE
      1**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**  **(CONTINUED)**





**Cash
      and Cash Equivalents**





For
      purposes of the statement of cash flows, the Company considers all highly liquid
      debt instruments purchased with an original maturity of three months or less
      to
      be cash equivalents.





**Inventory
      of Fully Developed Residential Lots Held For Sale**





The
      inventory of fully developed residential lots held for sale is carried at the
      lower of cost or market. The cost of the lots is approximately $27,000 per
      lot
      and the market value is estimated at $38,500 per lot as determined by the option
      agreement as disclosed in footnote 2.





Cost
      includes land, construction costs, including hard and soft cost, capitalized
      interest, capitalized property taxes and amortization of loan
      costs.





**Sales
      and Profit Recognition**





Land
      sales are recognized at closing when sufficient down payments have been
      obtained, possession and other attributes of ownership have been transferred
      to
      the buyer and the Company has no significant continuing
      involvement.





The
      costs
      of acquiring and developing land are accumulated and will be charged to cost
      of
      sales as the related inventories are sold.





**Long-Lived
      Assets**





The
      Company reviews long-lived assets for impairment whenever events or changes
      in
      circumstances indicate that the historical cost-carrying value of an asset
      may
      no longer be appropriate. The Company assesses recoverability of the carrying
      value of an asset by estimating the future net cash flows expected to result
      from the asset, including eventual disposition. If the future net cash flows
      are
      less than the carrying value of the asset, an impairment loss is recorded equal
      to the difference between the asset’s carrying value and fair value.





29




**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





**NOTE
      1** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Disclosures
      About Fair Value of Financial Instruments**





The
      Company estimates that the fair value of financial instruments at December
      31,
      2006 and 2005, does not differ materially from the aggregate carrying values
      of
      its financial instruments recorded in the accompanying balance sheet. The
      estimated fair value amounts have been determined by the Company using available
      market information and appropriate valuation methodologies. Considerable
      judgment is required in interpreting market data to develop the estimates of
      fair value, and, accordingly, the estimates are not necessarily indicative
      of
      the amount that the Company could realized in a current market
      exchange.





**Income
      Taxes**





Provisions
      for income taxes are based on taxes payable or refundable for the current year
      and deferred taxes on temporary differences between the amount of taxable income
      and pretax financial income and between the tax bases of assets and liabilities
      and their reported amounts in the financial statements. Deferred tax assets
      and
      liabilities are included in the financial statements at currently enacted income
      tax rates applicable to the period in which the deferred tax assets and
      liabilities are expected to be realized or settled. As changes in tax laws
      or
      rates are enacted, deferred tax assets and liabilities are adjusted through
      the
      provision for income taxes.





**Net
      Income Per Share**





The
      Company adopted Statement of Financial Accounting Standards No. 128 that
      requires the reporting of both basic and diluted earnings per share. Basic
      earnings per share is computed by dividing net income available to common
      stockholders by the weighted average number of common shares outstanding for
      the
      period. Diluted earnings per share reflects the potential dilution that could
      occur if securities or other contracts to issue common stock were exercised
      or
      converted into common stock. Any anti-dilutive effects on net earnings (loss)
      per share are excluded.





**Recently
      Issued Accounting Standards Not Yet Adopted**





There
      currently are no recently issued accounting standards with pending adoptions
      that have any applicability to the Company.





30




**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





**NOTE
          2** **OPTION
          AGREEMENT**





On
                June 3, 2005, the Company entered into an option agreement to sell
                171
                lots to Well Homes, Inc. under the following terms and
                conditions:





1.
            Sales
                price - 171 lots at $38,500 for a total of $6,583,500. The price
                increases
                6% each year.


2.
              Lot
                  closing schedule:





1 st closing
      - at date of closing - 60 lots at $38,500


2 nd closing
      - 6 months from initial closing - 28 lots at $38,500 plus 6%


3 rd to final
      closing - every 6 months - 28 lots each closing at $38,500 plus 6%




As
      of
      December 31, 2006, the Company has received payments for 118 lots.





**NOTE
          3** **ACCOUNTS
          PAYABLE AND ACCRUED EXPENSES**





The
                accounts payable and accrued expenses as of December 31, 2006 and
                2005 are
                as follows:


**2006**
              
              **2005**Construction
                  Costs
              
              $
              87,573
              
              $
              111,073Property
                  Taxes
              
              
              60,380
              
              
              -Professional
                  Fees
              
              
              4,945
              
              
              -$
              152,898
              
              $
              111,073




**NOTE
      4**  **LAND
      DEVELOPMENT LOANS PAYABLE**





At
      December 31, 2005, the Company had the following land development loans which
      were paid off in 2006:





On
                October 1, 2003, the Company received a land development loan for
                $3,625,000 from Texas Bank for developing land into the proposed
                Bankston
                Meadows Subdivision. The details of the loan are as
                follows:




31




**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





**NOTE
      4**  **LAND
      DEVELOPMENT LOANS PAYABLE (CONTINUED)**




1.
            Maximum
                loan amount - $3,625,000.


2.
              Interest
                  rate - the greater of prime plus 1% or 6%. The interest rate ranged
                  from
                  6.4%
                  to 8.25% during the year.


3.
              Maturity
                    - October 1, 2006.


4.
            Security
                - Land and improvements in Bankston Meadows
                Subdivision.





5.
            Personal
                guarantors - Don Bankston.





6.
            Balance
                due at December 31, 2006 and 2005 was $-0- and $1,617,074,
                respectively.





7.
            Interest
                rate at December 31, 2005 was
                8.25%.





8.
            Deed
                releases - 90% of sales proceeds per
                lot.





On
      October 13, 2004, the Company received a $417,000 note from Texas Bank. The  loan
      bears interest at prime plus 1% payable quarterly (8.25% at December 31, 2005) was
      secured by the land on the proposed Bankston Meadows Subdivision, and matured  on
      October 13, 2006. The principal balance at December 31, 2006 and 2005 was $-0-
      $417,000, respectively.





**NOTE
          5** **NOTES
          PAYABLE, DON BANKSTON**






The
                Company entered into seven notes payable dated from January 28, 2005
                through April 29, 2005 payable to Don Bankston. The loans bear interest
                at
                a rate of 7%. Principal is due on demand. The principal and accrued
                interest balance at December 31, 2006 and 2005 was $266,622 and $304,763,
                respectively.





**NOTE
          6** **INTEREST
          EXPENSE**





Interest
      expense for the years ended December 31, 2006 and 2005 were $66,533 and $55,723,
      respectively. In addition, interest costs were capitalized as part of the
      development costs for the Bankston Meadows Subdivision. Capitalized interest
      costs for the year ended December 31, 2006 and 2005 were $-0- and $174,694,
      respectively.





32




**GENESIS
      HOLDINGS, INC.**


**(FORMERLY
      KNOWN AS AABB, INC.)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





**NOTE
                7**
            **COMMON
                STOCK TRANSACTIONS**





On
                January 1, 2006, the Company issued 1,800,000 shares to consultants.
                The
                stock was valued at $15,000, which was the fair market value of the
                consulting services rendered.
              
              We
                account for non-employee stock-based awards in which goods or services
                are
                the consideration received for the equity instruments by using the
                market
                price of our stock.





**NOTE
                8**
            **INCOME
                TAXES**





The
                provisions for income taxes for the years ended December 31, 2006
                and 2005
                consist of the following:




**2006**
              
              **2005**Current
                  United States of AmericaCorporation
                  Income Tax
              
              $
              27,765
              
              $
              -Texas
                  Franchise Tax
              
              
              34,709
              
              
              -$
              62,474
              
              $
              -Deferred
              
              $
              -
              
              $
              -




A
      reconciliation of the provision for income taxes to the statutory federal rate
      for continuing operations is as follows:


**2006**
              
              **2005**Statutory
                  federal income tax rate
              
              
              34.0
              %
              
              34.0
              %Effect
                  on taxes relating to incomeprior
                  to July 1, 2006 (LLC)
              
              
              (
                  23.8
              )%
              
              (
                  34.0)
              %Effect
                  of surcharge exemptions
              
              
              (
                  2.2
              )%Effect
                  of deducting state franchise tax
              
              
              (
                  2.4
              )%5.6
              %
              
              0
              %




33




SIGNATURES





In
      accordance with the requirements of the Exchange Act, the Company caused this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Dated:
      April 10, 2007


Genesis
                Holdings, Inc., a Nevada corporationBy
            /s/ Jason
              PratteJason
              Pratte, Chief Executive and Chief Financial
              Officer


34