SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

    For the fiscal year ended DECEMBER 31, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

    For the transition period from _________________  to _____________

                           Commission file No. 0-30584

                             OPEN DOOR ONLINE, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          New Jersey                                             05-0460102
-------------------------------                              -------------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

46 Old Flat River Road Coventry, Rhode Island                       02816
---------------------------------------------                     ----------
  (Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (401) 397-5987

        Securities registered pursuant to Section 12(b) of the Act: NONE

        Securities registered pursuant to Section 12(g) of the Act: NONE

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     Check if there is no disclosure of delinquent  filings pursuant to Item 405
of Regulation S-K contained herein, and no disclosure will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X].

     Issuer's revenues for the 12 months ended December 31, 1999: $46,164

     The aggregate  market value of the voting and  non-voting  common equity of
the  registrant  held by  non-affiliates  of the registrant at April 7, 2000 was
approximately  $1,271,809  based  upon the  closing  sale price of $0.56 for the
Registrant's  Common  Stock,  $.0001  par value,  as  reported  by the  National
Association of Securities Dealers OTC on April 7, 2000.

     As of April 7, 2000 the registrant  had 10,133,285  shares of Common Stock,
$.0001 par value, outstanding.
<PAGE>
                             OPEN DOOR ONLINE, INC.

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

Item 1.   Business                                                            3
Item 2.   Properties                                                         10
Item 3.   Legal Proceedings                                                  11
Item 4.   Submission of Matters to Vote of Securities Holders                11

                                     PART II

Item 5.   Market for the Registrant's Common Stock and Related
            Security Holder Matters                                          12
Item 6.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        15
Item 7.   Financial Statements
Item 8.   Changes in and Disagreements with Accountants on Accounting
            And Financial Disclosure                                         20

                                    PART III

Item 9.   Directors, Executive Officers, Promoters, and Control Persons;
            Compliance with Section 16(a) of Exchange Act                    21
Item 10.  Executive Compensation                                             22
Item 11.  Security Ownership of Certain Beneficial Owners and
            Management                                                       24
Item 12.  Certain Relationships and Related Transactions                     25

                                     PART IV

Item 13.  Exhibit List and Reports on Form 8-K                               26

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

RECENT DEVELOPMENTS

FORM AND YEAR OF ORGANIZATION

     Open Door Online,  Inc.,  formerly known as Genesis Media Group,  Inc., was
incorporated  under the laws of the state of New Jersey on June 20, 1987. We use
the  Internet  in  operating  a music  recording,  distribution  and  publishing
business.  In addition,  we are establishing a streaming  channel comprised of a
24/7 Internet radio site, webcasted events and specialty shows.

ACQUISITION AGREEMENT

     On June 17, 1999,  Open Door  Records,  Inc.,  a Rhode Island  corporation,
entered into a Plan of Exchange and  Acquisition  Agreement,  which is described
later  in this  registration  statement  as the  "Acquisition  Agreement,"  with
Genesis Media Group, Inc., a New Jersey corporation.  This exchange was intended
to qualify as a tax-free  reorganization pursuant to section 351 of the Internal
Revenue Code of 1986, as amended. Pursuant to the Acquisition Agreement, Genesis
Media Group  declared a 1 for 30 reverse stock split of its existing  shares and
issued  7,000,000  shares of common  stock in  exchange  for a  contribution  to
Genesis Media Group of 1,000 shares of Open Door Records, which constituted 100%
of the issued  and  outstanding  stock of Open Door  Records.  This  transaction
caused Open Door Records to become a wholly owned  subsidiary  of Genesis  Media
Group. The transaction also caused the former  shareholders of Open Door Records
to become the controlling  shareholders of Genesis Media Group, owning 7,000,000
shares,  or 69%, of the total  issued and  outstanding  shares of Genesis  Media
Group. As a result of this  transaction,  the  shareholders of Open Door Records
obtained  control  of  Genesis  Media  Group's  assets,  which  included  office
furniture and equipment,  leased  recording  equipment and  facilities,  and the
non-exclusive  rights to a music library  consisting of various  artist  titles.
Genesis Media Group then changed its name to Open Door Online, Inc. The existing
officers  and  directors  of Genesis  Media Group  resigned,  and new  directors
nominated by the former shareholders of Open Door Online were elected.  Prior to
the execution of the Acquisition  Agreement,  Genesis Media Group had operations
in the record, movie and advertising  business in southern  California.  Genesis
Media Group's  common stock was listed on the  Over-The-Counter  Bulletin  Board
(OTC:BB) market prior to the completion of the Acquisition Agreement.  The stock
continued to be so listed after the  transactions in the  Acquisition  Agreement
were complete.  On December 6, 1999,  however, we were de-listed from the OTC:BB
and began trading on the Over-The-Counter pink sheets.

     This  Disclosure  Statement is being filed for the purpose of allowing Open
Door Online,  f/k/a  Genesis  Media Group,  to  re-establish  its listing on the
Over-The-Counter Bulletin Market exchange.

FORWARD LOOKING STATEMENTS

     When  used in this  report,  the  words  "may,  will,  expect,  anticipate,
continue,   estimate  project  or  intend"  and  similar  expressions   identify
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E Securities  Exchange Act of 1934  regarding  events,
conditions  and  financial  trends that may effect our future plan of operation,
business   strategy.   Operating   results  and  financial   position.   Current
stockholders  and prospective  investors are cautioned that any  forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties  and that actual results may differ materially from those included
within  the  forward-looking  statements  as a result of various  factors.  Such
factors are  described  under the  headings  "Business-Certain  Considerations,"
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," and the financial Statements and there associated notes.

                                       3
<PAGE>
     Important  factors that may cause actual results to differ from projections
include, for example:

     *    the  success or failure of  management's  efforts to  implement  their
          business strategy;

     *    our ability to protect our intellectual property rights;

     *    our ability to compete with major established companies;

     *    our ability to attract and retain qualified employees; and

     *    other risks which may be described in future filings with the SEC.

GENERAL

     Open Door Online,  Inc. is a bona fide "brick and click" entity  supporting
traditional  sales and  recording  operations  with a broad  Internet  backbone.
Through strategic  planning and partnering,  the components of each division are
structured to grow with the  implementation  of dynamic  divisional  plans.  The
management  of  each  division  is  aggressive  in its  approach  to  marketing,
adherence to its well defined goals,  and  flexibility to lead or respond to the
ever changing malleability of the Internet,  related technologies,  and consumer
product demand.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

     Open Door Music. In February of 1999, Open Door Records,  Inc. created Open
Door  Music,  an online  music CD store.  Our  online CD store,  located  on the
Internet at www.opendoormusic.com, offers over 250,000 music titles for sale. To
assist  customers  in making music  selections,  the web site  contains  product
notes,  reviews,  related articles and sound samples and is open 24 hours a day,
seven  days a week.  It offers  its  customers  convenient  and  timely  product
fulfillment,  including  standard and overnight  delivery options.  Our web site
provides an entertaining and informative  resource  enabling users to search and
sample music and artist  information  interactively  through sound and graphics,
including online "sound stations" for each artist.  Music posted on our web site
in digital form is available for  downloading  using Real Audio(TM)  "plug-ins."
Visitors  to the web  site who are  interested  in the  music  they  sample  may
purchase it immediately online.

     Open  Door  Records.  On  November  21,  1997,  Open  Door  Records,   Inc.
established  its own  record  label,  "Open  Door  Records."  Subsequent  to the
acquisition  of Open Door  Records,  Inc.,  we now use our web site,  as well as
traditional  distribution channels to promote,  distribute and sell original and
licensed artists  recordings.  We intend to license master recordings from other
record labels and conventional  advertising and promotional  companies,  acquire
master recordings and publishing  catalogs and sign artists to the record label.
Through our web site,  we intend to feature and promote  individual  artists and
independent record labels.

     With respect to licensing  master  recordings from other record labels,  we
are in the process of creating compilation  recordings for release as commercial
items,  corporate  premiums for itself or outside  clients,  giveaways and other
promotional uses. To date the record label has three active projects, however we
have not entered into any  agreements for these projects as of this date. Two of
these  projects  are under  consideration  by outside  clients  and one has been
approved and is in production. The two projects under consideration are for J.C.
Penney and Hanes/Sara Lee, and projected  commencement dates are tentatively set
for January  1st,  2001.  The WHJY Radio  project  has  commenced  meaning  that
requests for master  licenses  have been sent to the various  record  labels and
music publishers. We have commenced negotiating the license fees for WHJY Radio,
with labels and  publishers  owning the masters  and  copyrights,  respectively,
setting a budget, developing art and manufacturing the product. WHJY Radio plans
to release the project in Fall 2000. In all cases, the client is responsible for
the  ultimate  purchase  and/or  sale  depending  upon  if it is to be used as a
premium item or as a consumer  product.  An ongoing and active  effort to secure

                                       4
<PAGE>
other  clients and projects of this nature is part of the  operational  plan for
Open Door Records for the coming years.

     In  an  effort  to  acquire  master  recordings  and  publish   catalogues,
solicitation has been made to various  individuals and organizations such as Zen
Archer Music, Cross Eyed Cat Songs, SESAC, Motown and Spirit Music. To date, the
record  label has  acquired the  exclusive  distribution  rights to WMG Record's
entire catalog,  which is comprised of six artists from Spirit Music.  Under the
terms of this distribution  agreement,  we are required to pay WMG Records, on a
quarterly  basis,  75% of the wholesale price of all WMG products it sells.  The
initial term of this agreement is for two years,  with an expiration date of May
18, 2001.  Thereafter,  the  agreement  automatically  renews for an  additional
one-year  term,  unless  WMG  Records  exercises  its  option to  terminate  the
agreement.  In addition,  we are in preliminary  negotiations  to acquire master
recordings by Stephen Bishop and Robert Lamm from Spirit Music.

     We actively  solicit the  acquisition  of  publishing  catalogues  from all
artists  signed to Open Door  Records.  As of this  date,  we have  secured  the
exclusive and entire right to 50% plus a 7.5% administration fee of all recorded
copyright works owned by the music group No Soap Radio for the group's next four
records.  Under  the  exclusive  recording  contract,  we  are  required  to pay
approximately $10,000 to the artists, 50% payable upon commencement of recording
each album and 50% upon approval and delivery of the album as an advance charged
against,  and recoupable  from,  all royalties the artists  receives from record
sales.  Royalties  received by the artists  range from 6% to 13.5% on each sale.
The initial term of this  agreement  expires  nine months after  delivery of the
last master recordings  comprising the artists' current  recording  obligations.
The artists anticipate  delivering the master recordings by the end of May 2000,
with a release  set for Fall 2000.  Thereafter,  we have the option to renew the
agreement  for an  additional  term,  whereby the artists  will be  obligated to
produce  another  recorded  work. We have three such  options,  one of which has
already been  exercised,  thus giving us rights to the artists next four records
including the recorded work in production at this time. All subsequent  optional
terms of the  agreement  expire  nine months  after  delivery of the last master
recordings comprising the artists' recording obligations for each optional term.

     On October 4, 1999, we entered into an agreement  with  Intershow  Records,
Inc. whereby were granted an exclusive  license to exploit two master recordings
of The Harlem  Gospel  Singers and Queen  Ester  Marrow.  In  exchange  for this
license,  we are  required  to pay $75,000 in  advances  to  Intershow  records,
payable by  installments  with the last  advancement  due on August 1, 2000.  We
receive 70% of the wholesale  price for each CD sold,  and the artitsts  receive
30% after recoupment of all advances and expenses.  With respect to non-Internet
related exploitation of the recordings,  the license granted to us is limited to
the territories of the United States, Canada and Mexico. There is no territorial
restriction on Internet exploitation of the recordings. The agreement expires on
August 1, 2002, after which we would have to renegotiate a new contract in order
for Open Door Records to continue exploiting the recordings.

     On June 1, 1999,  we signed an exclusive  distribution  agreement  with the
music artist "Jeru." Under the agreement,  we are granted the exclusive right to
manufacture  and  distribute the artist's  record "Jeru the Damaja  Presents the
Supa-Human Klik Featuring  MizMarvel" and any other records  produced during the
term of the agreement for a two year period. In exchange, we are required to pay
recoupable advances up to $25,000 for the artist's promotional  expenses.  After
recoupment of all advances, the royalty split on the wholesale purchase price of
the CD's is 50% for us and 50% for the artist. The initial term of the agreement
is for  two  years,  after  which  the  agreement  automatically  renews  for an
additional  one year period unless the artist opts not to renew the agreement by
written notice to us prior to expiration of the agreement.

     On July 1, 1999, we entered into an agreement  with Live on the Net whereby
Live on the Net is granted the  exclusive  right to broadcast  Open Door Records
artist  performances  on its website for a two year term. We are allowed to keep
100% of any  advertising  revenues we  generate.  Live on the Net is granted the
right to use our trademarks and other  intellectual  property in its programming
and archiving.  The agreement  expires on July 1, 2001, after which time we will
have to  renegotiate  a new agreement  for the  continued  performance  of these
services.

                                       5
<PAGE>
     Bowvau Records,  Inc., owned by super DJ Quincy Vaughn, has joined the Open
Door  Online  distribution  family.  We  entered  into a  two-year  distribution
agreement  with  Bowvau  Records  on April 12,  1999,  whereby  we were made the
exclusive  distributor  of Bowvau's  music  productions.  We are required to pay
Bowvau Records,  on a quarterly  basis, 75% of the wholesale price of all Bowvau
music  products we sell. The agreement  automatically  renews for successive one
year terms unless Bowvau  Records elects to terminate the agreement by giving us
thirty days written notice.

     Open Door Studios.  As part of the Open Door Records division,  we recently
opened our own digital recording studio to be utilized for both our own in-house
recording projects and outside commercial recording projects.

DISTRIBUTION METHODS AND SOURCES OF SUPPLY:

     We have designed an ordering system we believe is easy-to-use and simple to
understand.  At any time during a visit to our web site, a customer can click on
the "order now" button to place an item in his or her  personal  shopping  cart.
The customer can continue to shop the website,  adding  chosen  items.  When the
customer is ready to submit an order, he or she simply returns to the order page
and chooses a shipping  method.  We offer  shipping  services by the U.S.  Mail,
2-Day Federal Express or Federal Express Overnight. If not previously registered
with us, a customer is  prompted  to register at the time of purchase  and enter
his or her name,  address and password so that we can update our  database.  The
customer has the option of securely  submitting credit card information  on-line
or calling or faxing the  information  to the Open Door Music  Customer  Service
Department.  We also offer the option of  payment  by check or money  order.  By
assigning a password to every buyer,  our ordering  process  facilitates  repeat
business  by  eliminating  the  need  to  re-submit  credit  card  and  shipping
information  for subsequent  orders.  We keep customers  informed  regarding the
status of their  orders,  receipt and shipment of each order and whether an item
is  back-ordered.  We primarily use Sound Delivery,  a division of Valley Media,
Inc., as a third-party  fulfillment  operation to ship CDs,  cassettes,  and our
other products.  We anticipate  using Baker and Taylor to supply CDs,  cassettes
and  related  items  purchased  at our web site if these  items are  unavailable
through  Sound  Delivery.  All  inventory  is owned by  artists  and  labels and
warehoused  by Sound  Delivery  and  Baker and  Taylor.  Twice  daily,  we batch
customer orders and  electronically  transmit them to Sound  Delivery.  We use a
secure network through which we transmit data to Sound Delivery, thereby helping
to ensure  customer  security as well as data  integrity.  Sound Delivery picks,
packs and ships  customer  orders in Open Door Music  boxes,  and charges us the
negotiated rates for merchandise, shipping and handling.

     Customer  billing  is  performed   utilizing  a  third-party   credit  card
processor,  First USA, Inc. If a customer's  selection is not in stock,  we will
notify the  customer of the  backlogged  items.  We believe  that high levels of
customer  service and support are  critical to the value of our  services and to
retaining and expanding our customer base. Our Customer Service  representatives
are available from 10:00AM. to 10:00 PM EST on weekdays, and 10:00 AM to 6:00 PM
on weekends.

     Open Door Records uses traditional  retail music stores,  as well as online
Internet music stores to distribute the record label's music productions.

     On August 26, 1998, we entered into an agreement to use Sound  Delivery,  a
division of Valley Media,  Inc., to fill all online orders of CDs, cassettes and
other related products. This agreement has a two year term and therefore expires
on August 26, 2000. At that time, we intend to renegotiate a new agreement prior
to the  expiration of the  agreement's  current term. We intend to use Baker and
Taylor,  another  supplier,  to fill  customer  orders if and to the extent that
Sound  Delivery is unable to do so, or in the event we are unable to renegotiate
a second term with Sound  Delivery.  Nevertheless,  as of this date, we have not
entered into any  contracts  with Baker and Taylor for the  performance  of such
services.  All  inventory  is owned and stored by Sound  Delivery  and Baker and
Taylor.

                                       6
<PAGE>
     On July 22, 1999,  we entered into a  distribution  agreement  with Red Eye
Distribution  to  distribute  CD's,  cassettes  and vinyl  recordings of artists
produced by or who have  distribution  agreements with Open Door Records.  These
products are  manufactured by their sister company Red Eye  Manufacturing  or by
third parties who have won the bid for each separate  project.  The distribution
contract  allows us to receive 80% of the wholesale  price of each CD sold.  The
contract can be renegotiated prior to the end of its term on July 21, 2001.

COMPETITIVE BUSINESS CONDITIONS

     The market for Internet content providers is highly competitive and rapidly
changing. Since the Internet's commercialization in the early 1990's, the number
of web sites on the Internet competing for consumers, attention and spending has
proliferated.  With little or no substantial  barriers to entry,  we expect that
competition  will  continue  to  intensify.  With  respect  to  competition  for
consumers'  attention,  in addition to intense competition from Internet content
providers,  we face competition from traditional media such as radio, television
and print.

     With  respect  to  recorded  music  sales,  Open Door Music  competes  with
numerous Internet retailers,  including  traditional music retail stores, chains
and  mega-stores,  mass  merchandisers,  consumer  electronics  stores and music
clubs.

     The US record  industry  grew to $8.7  billion  dollars in the 1997  annual
survey  completed by the National  Association of Recording  Manufacturers.  The
report  reflects  CD sales of  approximately  $7.5  billion of the total  annual
record  industry  revenue.  The total of new releases  grew by 36.2% in 1997 and
34.6% in 1996.  We believe this trend is continuing  and only assists  companies
who are growth and artist oriented. An inter-year 1999 report published by RIAA,
another  record  industry  association,  reflects the US markets growth to $12.6
billion  annually.  The  advent  of  Internet  sites,  attributed  to what  were
previously  mail order  houses and record  clubs is  providing  the  majority of
competition  along with the newcomers  CDNOW.com and Amazon.com.  The mail order
sites  comprised  14.3% of the total market while the Internet  provided 0.3% in
1997. The interim 1999 report shows that Internet music sales had increased to a
15.8% market share.

     The top 5  independent  retail music  Internet  sites,  according to Forbes
Magazine  (11/15/99  issue)  ranks  Launch  Media  number  one in sales with $17
million annually. Other competitors range from $7.5 million to $3 million.

     We  believe  that  the  primary  competitive  factors  in  providing  music
entertainment  products and  services  via the  Internet  are name  recognition,
variety  of  value-added  services,  ease of use,  price,  quality  of  service,
availability  of  customer  support,   reliability,   technical   expertise  and
experience.

     Many of our current and potential competitors in the Internet and the music
entertainment businesses have longer operating histories,  significantly greater
financial,  technical  and marketing  resources,  greater name  recognition  and
larger existing customer bases than we do.

     With respect to the  recording  industry,  Open Door Records  competes with
major and other  independent  record  labels in signing  individual  artists and
groups to its record  label.  Some of the  independent  record  labels Open Door
Records competes with include TVT, Aftermath,  Cash Money,  Republic,  Righteous
Babe,  Ruff Ryder and  Rounder  Records.  Competition  from the major  recording
labels  includes  the five major  labels of Sony,  Universal,  WEA, EMI and BMG.
Financial Times 1998 Magazine expects these five labels' market share to decline
from 78%, its current  market share,  to 64% of the total market,  and that they
will maintain this market share through 2008 only by their web sites assistance.
Success in this  industry is often  based on the ability of the record  label to
move decisively and quickly on music trends, artist signings and promotion. Open
Door  Records  may not be able to compete  with other  record  labels  that have
larger advertising and promotion budgets.  Therefore, there is no guarantee that
we can successfully compete in this industry.

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     Our future  success  will depend  heavily  upon our ability to provide high
quality,  entertaining  content,  along with cutting edge  technology  and value
added  Internet  service.  Our  failure  to  compete  successfully  in the music
entertainment  business  would have a material  adverse  effect on our business,
results of operations and financial condition.

DEPENDENCE ON MAJOR CUSTOMERS

     We are not  currently  dependent on any major  customers  for either of our
business  divisions.  The  Internet has changed the way people shop by providing
convenience  and the ability to shop without  leaving  their home or office.  We
believe  customers  will log on to several  sites  searching  for  entertainment
products and services,  and we hope that customers will look to our web site due
to its  user-friendly  environment  and wide variety of products  and  services.
Sales through our  distribution  system to conventional  music retailers are not
the  primary  source of our  retail  sales and with their  projected  decline in
market  share  become less of a dependency  factor as we compete  directly  with
their marketing  efforts.  Any adverse  economic  factors will likely impact the
industry as a whole.

INTELLECTUAL PROPERTY

     Security.  We use an electronic data  interchange,  or "EDI",  interface to
ensure the  security  of  customer  credit  cards  transactions  and other order
information  shared with our order  fulfillment  partner and third party billing
company, Sound Delivery. Currently, the EDI interface we utilize is owned and/or
licensed  by  Sound  Delivery.  Under  our  distribution  agreement  with  Sound
Delivery,  we are allowed the  non-exclusive  use of the EDI for the term of the
agreement,  which expires in August 2000. The agreement  does not  automatically
renew for  successive  terms,  and  therefore we will have to  renegotiate a new
agreement  with  Sound  Delivery,  or  enter  into  an  agreement  with  another
distributor.  While we  believe  we could find  another  distributor  to provide
secured order  fulfillment  services in the event we are unable to renegotiate a
new  agreement  with  Sound  Delivery  or  cannot  come to terms  with a current
affiliate for the  utilization  of their EDI, there is no guarantee that we will
find such a provider to ensure security of our customer orders.

PROBABLE GOVERNMENTAL APPROVAL AND REGULATION

     We are unaware of any existing  governmental  regulations  of our business,
including the business of our divisions,  as presently conducted. In the future,
we expect to be subject,  both  directly  and  indirectly,  to various  laws and
regulations relating to its business, although there are few laws or regulations
directly  applicable  today  to  access  the  Internet.  Due to  the  increasing
popularity  and use of the  Internet,  it is possible  that a number of laws and
regulations will be adopted  governing  commerce on the Internet.  Such laws and
regulations may cover issues such as user privacy, pricing, content, copyrights,
distribution,  sales and other use taxes  and  characteristics  and  quality  of
products and services.  Further,  the growth and  development  of the market for
online  commerce may prompt calls for more stringent  consumer  protection  laws
that may  impose  additional  burdens  on those  companies  conducting  business
online.  The enactment of any additional  laws or  regulations  could impede our
ability  to  conduct  our  business,  and could  also  impede  the growth of the
Internet generally.  Either or both of these events could, in turn, decrease the
demand  for our  business,  or  otherwise  have an  adverse  effect  on us.  The
applicability  to  the  Internet  of  existing  laws  in  various  jurisdictions
governing issues such as property ownership, sales and other taxes, contests and
sweepstakes, libel, personal privacy, rights or publicity, language requirements
and  content  restrictions,  is  uncertain  and could  expose us to  substantial
liability.

     In  addition,  several  telecommunications  carriers  are  seeking  to have
telecommunications  over the Internet  regulated  by the Federal  Communications
Commission (the "FCC") in the same manner as other telecommunications  services.
For example,  America's  Carriers  Telecommunications  Association  has recently
filed a petition with the FCC for this purpose.  The growing  popularity and use
of the Internet has burdened the existing telecommunications infrastructure, and
many areas with high  Internet  use have begun to  experience  interruptions  in

                                       8
<PAGE>
phone service,  local telephone carriers,  such as Pacific Bell, have petitioned
the FCC to regulate Internet service providers and online service providers in a
manner similar to long distance  telephone carriers and to impose access fees on
such  providers.  If either of these  petitions  are  granted,  or if the relief
sought therein is otherwise granted,  the costs of communicating on the Internet
could  increase  substantially,  potentially  slowing  the  growth in use of the
Internet.

     Any such new  legislation,  regulation,  application or  interpretation  of
existing  laws  could  have  an  adverse  effect  on our  business,  results  of
operations and financial condition.  U.S. and foreign laws regulate certain uses
of customer  information  and  development and sale of mailing lists. We believe
that it is in material compliance with such laws, but new restrictions may arise
in this area that could have an adverse affect on Open Door Online.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

     We  anticipate  that  we  will  have  no  material  costs  associated  with
compliance with federal, state or local environmental law.

EMPLOYEES

     We currently  have four (4) full time employees and thirteen (13) part-time
employees.  These are the employees used for either Open Door Music or Open Door
Records.  All of these employees have been hired on an "at-will" basis, and thus
are not under contract for any definite term.  However,  Open Door Online,  Inc.
has  entered  into  employment  agreements  with  certain  of its  officers  and
directors.

     On November 15, 1999, we entered into three year employment agreements with
Messrs. DeBaene and Carley. Under the agreements,  each is entitled to receive a
base annual salary of $95,000 during the period of November 15, 1999 to December
31, 2000. The salary will be increased  annually,  effective January 1st of each
year,  except in year one,  by an amount of 13% or higher as  determined  by the
Board of  Directors.  In addition to the base  salary  amounts,  each of Messrs.
DeBaene and Carley  will  receive  incentive  bonuses  ranging  from 1-3% of our
after-tax  profits,  standard  benefits  such  as  health  and  life  insurance,
disability payments and reimbursement of reasonable business expenses.

     On March 1, 2000, we entered into three year employment agreements with Mr.
Birmingham and Ms. Barbone. Under the agreements,  each is entitled to receive a
base  annual  salary of $75,000  during the period of March 31, 2000 to December
31, 2000. The salary will be increased  annually,  effective January 1st of each
year,  except in year one,  by an amount of 13% or higher as  determined  by the
Board of Directors.  In addition to the base salary  amounts,  each will receive
incentive bonuses ranging from 1-3% of our after-tax profits,  standard benefits
such as health and life  insurance,  disability  payments and  reimbursement  of
reasonable business expenses.

     We may terminate any of the employment  agreements for cause, as defined in
the agreements,  or without cause.  In addition,  the employee may terminate the
agreement for "good reason" or upon the occurrence of a "change in control",  as
both  terms  are  defined  in the  agreements.  In the  event we  terminate  the
employment  agreement  without cause, the employee  terminates the agreement for
"good reason", or upon the death or disability of the employee at any time prior
to the end of the term of the  agreement,  the employee is entitled to receive a
severance  payment  in an amount  equal to the  balance of the  employee's  base
salary due through the balance of the term of the agreement.

     Competition  for  qualified  personnel in certain  areas of our industry is
intense,  particularly among software  development and other technical staff. We
believe that our future success will depend in part on our continued  ability to
attract, hire and retain qualified personnel.

                                       9
<PAGE>
CERTAIN KEY CONSULTANTS

     Bridgewater Management Group Inc. has been instrumental in the creation and
implementation of the Internet  activities of Open Door Online Inc. The services
Bridgewater   Management  Group  has  provided  for  Open  Door  Online  include
coordination  of Internet  activities,  research and  development of current and
future Internet ventures,  identifying  potential  acquisition  candidates,  and
general  corporate  strategic  guidance.  For  each of the  services  performed,
Bridgewater  Management  Group  has  acted,  and will  continue  to act,  in the
capacity of a consultant.  It is anticipated that  Bridgewater  Management Group
Inc. will continue to play an important role in the  coordination  and growth of
the Open Door Music division.

     Ms.  Pat  Rogers  brings  well over  twenty  years of  experience  in music
publishing  and  licensing.  The services  that Ms. Rogers has provided for Open
Door  Online  include  consultation  services in music  publishing  for film and
television, consultation services with respect to new emerging technologies such
as MP3 and other digital download technology,  and has assisted Open Door Online
in its composer/artist relations. For each of the services performed, Ms. Rogers
has acted,  and will  continue to act, in the  capacity of a  consultant.  It is
anticipated that Ms. Rogers will play an important role in the future publishing
activities of Open Door Online Inc.

FAMILY RELATIONSHIPS

     There are no family relationships between the directors, executive officers
or any other  person who may be selected as one of our  directors  or  executive
officers.

ITEM 2. PROPERTIES

     Real  Property.  In January,  2000 we entered  into a month to month rental
arrangement to rent approximately 600 sq ft of office space at 46 Old Flat River
Rd.,  Coventry,  RI. This office is  temporary  while we search for the required
space to house our corporate office and Internet related operations. The monthly
rental is $600 per month.

     We also  rent 800 sq ft of space at 40  Wilson,  West  Warwick,  RI for pre
production and mixing of artist under contract or from third parties who pay for
studio  rental.  This  space  rents  for  $500  per  month  on a month  to month
arrangement.

     Our New York/New Jersey Metro office is located at 206 Bryan's Rd, Hampton,
NJ where 530 sq ft. are rented on a monthly arrangement for $600 per month. This
facility  comprises  office space and  fulfillment  of certain small quantity CD
orders.

     Equipment.  Open Door  Online  currently  owns  approximately  $146,000  of
equipment  and  leasehold  improvements  that are used in  conjunction  with its
recording and production studio.

     Music Library.  Open Door Online has a music library consisting of original
and digitally mastered music media from numerous artists from the 1940's through
the  1990's.  Open Door  Online  owns  certain of the master  recordings  in the
Library, and has nonexclusive license rights to the rest of the recordings. Open
Door Online is currently in the process of purchasing those master recordings to
which it currently has only the nonexclusive license rights. This library can be
used to produce  original  singles  and albums by the various  artists,  used to
score  motion  picture   productions,   television   productions  and  specialty
productions.   Open  Door  Online  intends  to  utilize  this  product   through
traditional  CD  production  and sales and MP3 digital  sales over the Internet.
Pursuant to industry  standards,  Open Door Online is  obligated  to pay artists
royalties  on units sold.  Open Door Online has valued this library at the lower
of the appraised  value or the present value of the estimated cash flow from the
sale  and  utilization  of  these  assets  over  the  next  seven  years,  after
consideration of production and distribution costs.

                                       10
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

     We are currently  vigorously defending suits that were either known to have
been or threatened to be filed against  Genesis Media Group,  Inc.  prior to the
time of the acquisition and were not disclosed to the current management.

Willette v Genesis Media Group, Inc.
Crawford County, Michigan, Circuit Court

     This suit  involves a purported  deficiency of  compensation  of $15,184 of
which more than one-half has been paid.  However,  it appears that the plaintiff
has in fact been over paid in cash by prior management and that he has failed to
account for such funds.  We intend to pursue a counterclaim  for the recovery of
the excess payments.

Pamela Lane v Genesis Media Group, Inc.,  Donald R. Logan, Shelly  Liebowitz and
  Does 1 through 50.
Superior Court of the State of California for the County of Los Angeles

     The complaint alleges fraud and conspiring to commit fraud;  breach of oral
contract,  assault and battery,  intentional  infliction of emotional  distress,
negligent  infliction of emotional distress,  false imprisonment,  and breach of
fiduciary duty.

     Our  California  counsel will file a petition  seeking  dismal of the suit.
Counsel expects the claims to be dismissed without liability.

Empire  Studios,  Inc.  v  Let's  Do  It  Again  Production  (Open  Door  Online
  Productions, Inc.)
Superior Court of the State of California for the County of Los Angeles

     Complaint  alleges breech of production  facility  agreements  that Genesis
Media  Group,  Inc.  was  peripherally  involved in. The claim is for $70,000 of
studio  time  that was  contracted  for and never  used.  It  appears  that some
monetary settlement,  in installments will have to be paid. Additional,  parties
who provided guarantees may be brought in to mitigate any liability.

Octavia Entertainment Group, Inc. v Genesis Media Group, Inc.(Open Door Records,
  Inc.) and Don R. Logan
Grand Traverse County Michigan, Circuit Court

     Suit alleges fraudulent misrepresentation, fraudulent conversion and breach
of contract for failing to pay for the equipment and not returning the recording
equipment.  A response will be forthcoming when the particulars of the situation
are known and within the 45 days  allowed by the court.  Damages are expected to
minimal after return of the equipment. Specified claim maximum $25,000.

ITEM 4. SUBMISSION OF MATTERS

         None.

                                       11
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     1. MARKET INFORMATION

     The  following  table sets forth high and low bid and asked prices  derived
from the National  Association of Securities  Dealers Over the Counter  Bulletin
Board Quotation System or for the month of December 1999 the OTC Pink Sheets.

                                          Bid Prices              Ask Prices
                                        -------------          ---------------
                                        High      Low          High       Low
                                        ----      ---          ----       ---
Predecessor: Hollywood Television Network, Inc.
1998

January 1 - January 31                  11/16      1/4         9/16       1/8
February 1 - February 28                1/4        1/8         1/4        3/16
March 1 - March 31                      --         --          --         --

Predecessor: Genesis Media Group, Inc.
1998

April 1 - April 30                       --         --          --         --
May 1 - May 31                          1-5/8       1-5/16     1-15/16    1-5/8
June 1 - June 30                        1-3/8       1-1/16     1-11/16    1-1/4
July 1 - July 31                        1-3/8       5/8        1-7/16     13/16
August 1 - August 31                    11/16       3/8        11/16      7/16
September 1 - September 30              11/16       3/8        11/16      7/16
October 1 - October 31                  3/8         1/4        7/16       1/4
November 1 - November 30                5/16        .15        3/8        .18
December 1 - December 31                .15         .07        3/8        .11

Predecessor: Genesis Media Group, Inc.
1999

January 1 - January 31                  .15         .09        .26        .12
February 1 - February 28                .22         1/8        .30        1/8
March 1 - March 31                      .20         1/8        .26        1/8
April 1 - April 30                      .23         .08        .37        .13
May 1 - May 31                          .21         .16        .30        .17
June 1 - June 30                        .17         .10        .18        .11
July 1 - July 31                        .13         .08        3/16       .12

Open Door Online, Inc.
1999 1 for 30 reverse split

August 1 - August 31                    3.60        1-9/16     3.90       2.00
September 1 - September 30              4-1/8       1-9/16     4-3/4      1-7/8
October 1 - October 31                  3-3/16      1-1/8      3-7/8      1-5/8
November 1 - November 30                1-7/8       .15        2-5/8      .42
December 1 - December 31                .59         .3125      .75        .32

                                       12
<PAGE>
     The above  quotations are  inter-dealer  quotations,  and the actual retail
transactions  may involve dealer retail markups,  markdowns,  or commissions for
market  makers of Open Door Online's  stock.  The prices quoted are based on the
then stock outstanding and has not been adjusted for mergers,  exchanges, splits
or reverse  splits.  There can be no assurance the Common Stock will be accepted
for trading on an active public market. In addition,  the shares of Common Stock
are subject to various  governmental or regulatory body rules,  which affect the
liquidity of the shares.

     As of April 7, 2000,  except for 1,273,910 free trading shares,  all shares
issued by Open Door  Online are  "restricted  securities"  within the meaning of
Rule 144 under the Securities Act of 1933. Ordinarily,  under Rule 144, a person
holding restricted  securities for a period of one year may, every three months,
sell in ordinary  brokerage  transactions  or in  transactions  directly  with a
market maker an amount equal to the greater of one percent of Open Door Online's
then-outstanding  Common Stock or the average  weekly  trading volume during the
four calendar  weeks prior to such sale.  Future sales of such shares could have
an adverse effect on the market price of the Common Stock.

(b) HOLDERS

     As of April 7, 2000,  there were  approximately  236 registered  holders of
free-trading  shares  and 90  holders of Open Door  Online's  restricted  Common
Stock, as reported by Open Door Online's  transfer agent.  Some holders own both
free-trading and restricted shares and would be included in both classifications
above.

(c) DIVIDENDS

     Open Door Online has not paid any dividends on its Common Stock.  Open Door
Online currently intends to retain any earnings for use in its operations and to
finance the development and the expansion of its business.  Therefore, Open Door
Online does not anticipate paying cash dividends in the foreseeable  future. The
payment of dividends is within the  discretion  of the Board of  Directors.  Any
future decision with respect to dividends will depend on future earnings, future
capital needs and the  registrant's  operating and  financial  condition,  among
other factors.

(d) REPORTS TO SECURITY HOLDERS

     Prior to filing this Form  10-SB,  we were not  required to deliver  annual
reports. On January 4, 2000, however, we became a reporting company,  subject to
the reporting  requirements set forth under the 1934 Securities Exchange Act. We
anticipate  filing  Forms  10-KSB,  10-QSB,  8-K and  Schedules  13D along  with
appropriate  proxy  materials as they come due. In addition,  Paragraph 16(a) of
the Securities  Exchange Act requires our executive officers and directors,  and
persons who own 10% or more of a registered  class of our equity  securities  to
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange Commission if we and our equity securities meet certain requirements.

     As of this date, we have not received or reviewed any filings under Section
16(a)  from such  individuals,  including  any  filing on Forms 3, 4 or 5. If we
issue  additional  shares,  we may file additional  registration  statements for
those shares.

                                       13
<PAGE>
     We believe that the following officers or former officers are delinquent in
certain filings  described  below. We have undertaken steps to insure the filing
of these documents within 5 days of the filing of this Form 10KSB.

     Don R. Logan failure to file Form 4 for the  acquisition  or sale of shares
as required  for periods  beginning  as early as January 3, 2000 or others under
Section 13D of the Securities Act of 1933.

     David N. DeBaene failure to file Form 3 for the month of January, 2000

     Thomas Carley failure to file Form 3 for the month of January, 2000

     DJS Investors failure to Form 3 for the month of January, 2000

     Other  documents may require filing and  compliance  will be forthcoming on
the advice of counsel.

     Also, to the extent we are required in the future to deliver annual reports
by the rules or regulations of any exchange upon which our shares are traded, we
intend to deliver  annual  reports.  If we are not  required  to deliver  annual
reports in the future for any  reason,  we do not intend to go to the expense of
producing  and  delivering  such reports.  If we are required to deliver  annual
reports, they will contain audited financial statements as required.  The public
may read and copy  materials  contained  in our files  with the  Securities  and
Exchange  Commission  at the  Commission's  Public  Reference  Room at 450 Fifth
Street, N.W.,  Washington,  D.C. 20549. The public may obtain information on the
operation  of  the  Public   Reference   Room  by  calling  the   Commission  at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports,
proxy and information  statements,  and other information regarding issuers that
file   electronically   with  the  Commission.   The  Internet  address  of  the
Commission's site is (http://www.sec.gov).

2. RECENT SALES OF UNREGISTERED SECURITIES

     On May 18, 1998,  Genesis Media Group,  Inc, the predecessor,  completed an
offering under Regulation D, Rule 504 whereby 21,529,607 shares of Genesis Media
Group's common stock were sold. Of these shares,  5,452,857 were freely trading,
while 16,076,750 were subject to trading restrictions.

     On August 17, 1997,  Hollywood Showcase Television Network,  Inc. issued an
equivalent 303,418 shares of its common stock in conjunction with the merger and
exchange of shares of Genesis Group,  Inc. These shares were issued  pursuant to
the exchange agreement between those companies.

     In 1999, Genesis Media Group, Inc. issued to Don R. Logan, the former chief
executive  officer and director of Genesis  Media  Group,  Inc.,  an  equivalent
9,000,000 pre-reverse shares of restricted common stock in lieu of compensation.
At the time of the issue,  the fair market value of the stock based on the asked
price  was  $.064  per  equivalent  share  and  discounted  20% to allow for the
restricted nature of the securities issued.

     In conjunction with the Acquisition  Agreement described above, on June 30,
1999 Open Door  Records,  Inc.  was issued  7,000,000  shares of  Genesis  Media
Group's  common  stock  outstanding  immediately  prior  to the  closing  of the
Acquisition Agreement.  In exchange, Open Door Records, Inc. issued 1,000 of its
shares to Genesis Media Group, Inc.

                                       14
<PAGE>
     In conjunction with the Acquisition  Agreement,  we granted Mr. DeBaene the
right  to  convert  up to  100% of the  debt  owed  to him by us,  plus  accrued
interest, into our Common Stock. On March 7, 2000, he converted $474,895 of debt
into 1,158,280  shares at a conversion price equal to the average bid price over
the prior 20 day period preceding the conversion.

     On August 9, 1999,  we issued  116,667  shares of our common stock to three
investors at a price of $1.20 per share pursuant to an offering under Regulation
D, Rule 504.

     On September  17,  1999,  we issued  557,333  shares of our common stock to
three  investors  at a price of $.075 per share  pursuant to an  offering  under
Regulation D, Rule 504.

     For all of the above  referenced  offerings,  we are relying on information
provided  to us such as the  number  of  investors  solicited,  the  information
provided to and received from investors,  and the representations  made to us by
counsel and/or the issuers'  management,  that such offerings were in compliance
with federal and state securities laws.

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

     The  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations"  included  herein should be read in conjunction  with the
financial  statements  of Genesis  Media  Group,  Inc.  for the two years  ended
December 31, 1998 and December 31, 1997,  Open Door  Records,  Inc. for the year
ended  December 31, 1998 and Open Door Online,  Inc. for the year ended December
31,  1999,  respectively,  and the  related  notes to each  statement  appearing
elsewhere  in this Form  10-KSB.  In addition  to  historical  information,  the
following discussion and other parts of this Form 10-KSB contain forward-looking
information that involves risks and  uncertainties.  Actual results could differ
materially  from those  anticipated by this  forward-looking  information due to
factors discussed in other sections of this Form 10-KSB.

SIGNIFICANT ACCOUNTING POLICIES

REVENUE

     We have adopted revenue recognition procedures in accordance with SEC Staff
accounting  Bulletin No. 101 which requires different methods for various sales.
Revenue is recognized based on these four salient facts;

     Does the registrant

     1.   act as principal in the transaction,
     2.   take title to the products,
     3.   have the risk and rewards of  ownership,  such as loss of  collection,
          delivery, or return, and
     4.   act as agent or broker (by performing  services,  in substance,  as an
          agent or broker) with compensation on a commission or fee basis.

     Based  on these  qualification  and in  keeping  with APB  Opinion  No.  22
paragraph 12 which states  that,  "the  disclosure  should  encompass  important
judgments  as  to  the   appropriateness  of  principles   relating  to  revenue
recognition"' we offer the following:

     Revenue from sales of studio time are recorded when known.

     Revenue from the sale of merchandise,  recordings or marketable items owned
     by us are recorded at the time of sale.  The exception to this statement is
     for items sold  wholesale to retailers or other  distributors  who have the
     right to return product for up to one year. Our distribution agreement with
     Red Eye Distribution  stipulates that we will receive 60 days after the end
     of each  quarter  80% of the gross  value  (currently  $8.15 per single CD)
     shipped  that  quarter.  We will  book the  known  receipt  and  carry  the

                                       15
<PAGE>
     remaining  value  as a  consignment  with  the  requisite  reserve  account
     established to provide for the possible risk of return.

     Revenue  from  advertising  is  recognized  at the end of each  month  that
     advertisers ran banners or other solicitations on Open Door channels or for
     which  affiliates  pay in  cash  but  not in  kind  per  their  contractual
     agreements.

     Revenue  from  Internet  sales  for  products  that  we,  do  not  own  and
     substantially  act as agent for are recorded at the amount of  compensation
     to be received by us at the time of sale.

STOCK BASED COMPENSATION

     We have  adopted the  provisions  of SFAS 123,  Accounting  of  Stock-Based
Compensation,  in accounting for stock-based  transactions of non-employees and,
accordingly,  record  compensation  expense in the  consolidated  statements  of
operations for such transactions.  We continue to apply the provisions of APB 25
for transactions with employees, as permitted by SFAS 123.

HISTORICAL

     Our historical  financial  data  presented  below has been derived from the
financial  statements  of Open Door Online and its  predecessors,  including the
notes thereto, appearing elsewhere herein.

     The financial  data includes the results of operations of Open Door Online,
Inc. for December 31, 1999,  Open Door  Records,  Inc. for December 31, 1998 and
the results of  operations  of Genesis  Media Group,  Inc. and its  predecessor,
Hollywood Showcase Television Network, Inc. for 1998 and 1997.

                                    December 31,              December 31,
                              -----------------------    -----------------------
                                 1999          1998         1998         1997
                              -----------     -------    ----------   ----------
Summary of Operations

Net Revenues                  $    46,164    $ 37,185    $  521,562   $  829,985

Cost of Sales                       1,560      10,485        81,564        3,196
Gross Profit                       44,604      26,700       439,998      826,789
Operating Expenses                650,662      40,648       813,971      575,031
Net Profit (Loss)                (606,058)    (13,948)      320,470)     151,055

Summary Balance Sheet Data
Total Assets                  $14,620,411     175,047    $3,229,655   $2,218,216
Total Liabilities               1,675,037     116,720       558,241      180,941
Shareholder's Equity            1,945,374      58,327     2,671,414    2,037,275

1997 AND 1998

     The  operations of the company for 1998 and 1997 are those of Genesis Media
Group, Inc., and its predecessor,  Hollywood Showcase Television  Network,  Inc.
The  business of those  entities  was editing  and the  production  of movie and
television media and commercial  advertising.  Genesis Media Group was unable to
either generate sufficient liquidity or capital to expand its base of operations
and  acquire  the  necessary   infrastructure   to  attract   large   production
engagements.  The primary  sales  revenue came from editing of  advertising  for
various  television  media.  The  expansion of the business  would have required
substantial  outlays of capital  for  additional  state of the art  editing  and
production equipment. The production business is highly competitive and requires
continual  updating of  production  techniques.  Most  contracts  are awarded by
competitive bid to companies with  demonstrated  capability and personnel.  Most
contracts  obtained by Genesis Media Group,  Inc. were relatively  short term in
duration and did not include the feature film market,  which could extend beyond
one year in  duration.  Genesis  Media  Group was not able to develop its record
library for use in the production of films or television  entertainment due to a
lack of working capital to develop and release such music.

                                       16
<PAGE>
     Genesis  Media Group,  Inc. did not have  sufficient  sources of capital or
liquidity to allow it to pursue its intended  business  lines with the intensity
and  stability  that was  needed  to  compete  in the West  Coast  entertainment
industry.  The business of Genesis Media Group, Inc. was labor intensive in that
they  required  skilled  technicians  to  operate  the  production  and  editing
equipment.  As a result,  the labor costs per hour of Genesis Media Group,  Inc.
were greater than those found in less skilled industries. These factors were the
major contributing circumstances,  which lead Genesis Media Group, Inc. to enter
into the Acquisition  Agreement.  In conjunction with the Acquisition Agreement,
the new management of the company  abandoned those operations upon completion of
certain  contracts  in process and elected to pursue its own  business  plan and
implement the Internet operations and expand the distribution operations of Open
Door  Online,  Inc.,  acquired  in the  exchange  with Open Door  Records,  Inc.
Therefore,  we do not  believe  that the  historical  results of  operations  of
Genesis  Media Group,  Inc. and its  predecessor  are  indicative  of the future
operations of Open Door Online, Inc.

1999

     The  operations  of Open Door Online,  Inc.,  subsequent  to the  exchange,
effective  June 30, 1999,  through the year ended  December  31, 1999  consisted
primarily of three phases.  The first phase was to wrap up the operations of the
predecessor,  Genesis Media Group, to which the Company completed open contracts
as  required,  laid-off  all West  Coast  personnel,  and set about the  orderly
liquidation of the owned and leased equipment of the predecessor.  This resulted
in  an  operating   loss  from   discontinued   operations  for  the  period  of
approximately  $783,940  in  addition  to the  establishment  of a  reserve  for
discontinued  operations of $500,000 to buy-out and terminate  certain long term
leases of production equipment.

     Second,  we devoted  substantial  resources to  completion of our web based
business  sites and related  programs,  processing  applications  and  marketing
plans.  Portions of the Internet  structure  were up and  operating by December,
1999.  However,  we continue  to add more  services  and  products as quickly as
possible to capture a  significant  market share of the home  entertainment  and
music distribution markets while implementing our Internet sales presence.

     Third, we devoted our time and resources to raising liquidity, assembling a
management team and developing  strategic  alliances with artists,  managers and
promoters.   During  this  period  we  raised  approximately   $393,000  of  new
equity/liquidity.

RESULTS OF OPERATIONS

SALES

     From inception to December 31, 1999,  revenues have primarily  consisted of
the sale of CD's from our distribution division, Open Door Records, and from the
commercial  operations  of Open Door  Studios.  Minimal other income was derived
from sales of merchandise at locally sponsored concerts.  Sales increased 24% to
$46,164 at December 31, 1999 from  $37,185 the period  ended  December 31, 1998.
The majority of the sales increase was directly  attributable  to the operations
of the recording studio that added new revenue of $30,600.

COST OF SALES

     Cost of Sales, primarily represent CD and fulfillment operations and artist
record  promotions and royalties plus studio  engineering cost. Future costs may
include  Internet site  maintenance and  programming,  connectivity  charges and
supplies.  The Cost of Sales for the year ended  December 31, 1999  decreased to
$1,560, an 85% decrease over the prior year ending December 31, 1998.

                                       17
<PAGE>
     Cost of Sales for the year ended  December  31, 1999 for Open Door  Online,
Inc. was  approximately  3% of gross  revenue.  The  operations of Genesis Media
Group, the predecessor,  were not comparative.  As sales volume  increases,  the
cost of sales,  as a percentage of sales,  should decrease since fixed costs are
spread over a greater base.

SALES AND MARKETING EXPENSE

     Sales  and  marketing  expense  consists   primarily  of  direct  marketing
expenses,  promotional  activities,   salaries  and  costs  related  to  website
maintenance  and  development.  We  anticipate  that overall sales and marketing
costs will increase  significantly in the future;  however,  sales and marketing
expense as a percentage of net revenue may fluctuate  depending on the timing of
new marketing programs and addition of sales and marketing personnel.

     Expenses of $20,099 were  incurred for the year ended  December 31, 1999 an
increase of 388% over the $4,121  expended in the prior year ended  December 31,
1998. This increase is directly relational to the promotional  expenses of newly
signed artist that are not  recoupable  and  promotional  concerts  sponsored to
introduce Open Door Records, Inc.

     In the future,  we  anticipate  that we will enter into  arrangements  with
additional  leading  artists  and  record  labels  to  secure  distribution  and
marketing services and obtain rights to their music. Future expenses may include
costs related to  promotional  events,  which will be expensed in the period the
event is held.

CONSULTING EXPENSES

     Consulting  expenses  for  web  site  maintenance  and  hosting  after  the
completion of the initial  development  process was  completed  and  consultants
surrounding the implementation of artist signing and promotions added $71,371 to
the expenses for the year ended  December  31, 1999.  There were no  comparative
expenses in 1998.

GENERAL AND ADMINISTRATIVE

     General and administrative  expense consists  primarily of salaries,  legal
and other administrative costs, fees for outside consultants and other overhead.
General and administrative  expense was approximately  1,048% of Revenue for the
year ended  December  31,  1999.  The year  ended  December  31,  1998 saw these
expenses  at 477%  of  Revenue.  It is  anticipated  that  overall  general  and
administrative  expense  will  decrease  as a  percentage  of revenue as revenue
increases.

DEPRECIATION EXPENSE

     Depreciation and amortization  expenses rose to $38,915 from $11,321 in the
years ended December 31, 1999 and December 31, 1998, respectively.  The increase
is  attributed  to the  addition  of  certain  assets  being  retained  from the
Acquisition  agreement and the remainder of the assets being  depreciated  for a
full year.

INTEREST EXPENSE

     Net  interest  expense for the year ended  December  31, 1999 was  $66,376.
Comparable  interest costs for the year ended 1998 were $3643. This increase was
caused by  additional  $332,200 of  borrowing  during 1999.  Interest  costs may
increase in future periods as the Company  expands through a combination of debt
and equity offerings.

                                       18
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 1999 we had  approximately  $34,567 in cash.  Sufficient
cash to finance operations for the short term were received in the first week of
January,  2000.  Historically  we have financed our operations  with  short-term
convertible  debt or through  the  issuance  of equity in the form of our common
stock.  During the period  between June 30, 1999 and December 31, 1999 we raised
$393,000  through  issuance of 674,000 common shares.  Significant  increases in
capital will be required to fund our  aggressive  business  plan and support the
manufacturing and distribution  requirements of our current artist  distribution
contracts. While there is no assurance that we will be successful in raising the
required  capital all  indications  through our current  financing  negotiations
suggest that we will receive substantial capital.

FUTURE PLAN OF OPERATION

     The post  acquisition  company,  Open Door  Online,  has  discontinued  the
production  operations of the  predecessor  and focused on branding  itself as a
virtual "open door"  bridging  together  artists and  consumers  from around the
world  and  ultimately  maintaining  a  loyal  and  appreciative   entertainment
community.  Our objective is to build a global entertainment  company offering a
broad range of  entertainment  commerce related products and to deliver a wealth
of original content in a highly personalized interactive context.

     We  recognize  that the  nature  and scope of our  intended  business  will
require substantial additional financing.  To meet this requirement,  we plan to
finance our cash requirements through a combination of equity offerings and debt
financing.  This  process  will allow us to complete  the initial  phases of our
Internet  marketing  plan.  Once  in  place,  we  believe  this  should  provide
sufficient operating revenue to expand the other intended areas of our business.

     The Internet marketing arena is highly competitive.  We believe that we are
well placed to take  advantage  of this  growing  market and look to become more
competitive in the entertainment and distribution sectors of that market.

     We will  expand  our  workforce  to  meet  our  business  plan  and  growth
objectives while providing  quality  services and products.  The overall plan of
operation and objectives is detailed earlier in this Form 10-KSB.

     Our business plan estimates that revenue will be approximately $6.9 million
in the first full year of operations  subsequent to the exchange  resulting in a
net operation loss for the period of approximately  $450,000. The total revenues
anticipate  $3.0  million from retail CD sales,  $3.5 million from  wholesale CD
sales of  artists  under  distribution  contracts,  $ .2 million  from  Internet
advertising  and $.2 million from product  license and studio rental.  Our basis
for arriving at these figures include  developing  sales patterns from our first
quarter 2000 and current industry conditions.  The loss for this first period is
due in large part to  expensing  costs  related to the  programming,  promotion,
setup and implementation of the Internet presence necessary for our activities.

YEAR 2000 DISCLOSURE

     We do not  anticipate  any problem in dealing with computer  entries in the
year  2000  or  thereafter,  with  any  computers  currently  used at any of its
facilities.  All of our  computer  systems  are  new and  have  been  Year  2000
compliant  since  their  acquisition.  We keep  current  with  all  updates  and
revisions  with all  software  we  currently  use.  It is  anticipated  that the
software updates reflect required  revisions to accommodate  transactions in the
Year 2000 and thereafter.

                                       19
<PAGE>
     The Year 2000 issue is the result of computer  programs being written using
two digits  rather  than four to define the  applicable  year.  In other  words,
date-sensitive  software may recognize a date using "00" as the year 1900 rather
than the year 2000.  This could  result in system  failures  or  miscalculations
causing  disruptions  of  operations,   including,  among  others,  a  temporary
inability to process  transactions,  send invoices,  or engage in similar normal
business  activities.  We do not believe that we have  material  exposure to the
Year 2000 issue with respect to our own  information  systems since our existing
systems  correctly  define the year 2000. We are currently unable to predict the
extent to which the Year 2000  issue  will  affect our  clients,  customers  and
suppliers,  or the extent to which any of them would be  vulnerable to a failure
to remediate any Year 2000 issues on a timely basis.

     In addition,  most of the purchases on our web site are expected to be made
with credit cards,  and our operations  may be adversely  affected to the extent
its  customers  are unable to use their credit cards due to any Year 2000 issues
that are not rectified by their credit card vendors.  In a worst case  scenario,
if our  customers'  computer  systems or that of  suppliers  and  vendors do not
contain the necessary software updates to be Year 2000 compliant, a multitude of
problems could occur which may include,  among others, lost orders,  merchandise
not  shipped  or shipped  to  incorrect  addresses  and  credit  card  purchases
incorrectly credited or debited. As a result, we could lose customers,  clients,
and credibility  which could have a material  adverse effect on our business and
our financial  condition.  Such problems  could occur with Sound  Delivery,  our
supplier  of music  CDs,  cassettes  and  other  related  products.  We have not
independently  verified  whether  Sound  Delivery  is Year 2000  compliant,  nor
assessed the risk that this poses to our  business.  We have not taken any steps
in preparation  for a worst-case  scenario if our customers or suppliers are not
Year 2000 Compliant.  We do not have, nor do we intend to create,  a contingency
plan to handle such an event.

     We have  concluded,  based on our  review of our  operations  and  computer
systems  and  those of our major  suppliers  and  distributors  have not had any
problems associated with the Year 2000 issue.  However, we cannot guarantee that
such problems will not arise in the future.

ITEM 7. FINANCIAL STATEMENTS

     The  financial  statements  for this  section may be found  beginning  with
Appendix page F-1.

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

     There  has  been  no  disagreement  with  our  independent   auditor.   The
independent  auditor for Open Door Records,  Inc., our predecessor,  also became
the accountant for Genesis Media Group, Inc. another predecessor.

                                       20
<PAGE>
                                    PART III

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

     As of April 7, 2000,  our  directors and  executive  officers,  their ages,
positions,  the dates of their initial  election or  appointment  as director or
executive officer, and the expiration of the terms as directors are as follows:

            Name            Age                  Position
            ----            ---                  --------
     David N. DeBaene       41     President, Chief Executive Officer
                                     and Director

     Thomas Carley          38     Vice President and Director

     Edmond L. Lonergan     53     Director

     Norman J. Birmingham   45     Treasurer and Chief Financial Officer

     Steev Panneton         41     Secretary

     Camille M. Barbone     48     Vice President and Chief Operating Officer

BUSINESS EXPERIENCE

     Mr. David DeBaene,  one of the founders of Open Door Online,  serves as its
President  and CEO. In June 1991,  David DeBaene  founded JD American  Workwear,
Inc., a publicly  traded  manufacturer  and distributor of safety work wear, and
currently  serves as  Chairman  of the Board and Chief  Executive  Officer.  Mr.
DeBaene created four styles of industrial  safety work pants,  which are secured
by individual patents.  These products are distributed  worldwide.  Entrepreneur
Magazine  has  recognized  Mr.  DeBaene  as  one of  its  featured  "outstanding
entrepreneurs." Mr. DeBaene is also a musician and played  professionally for 10
years.  Mr.  DeBaene began  serving as a director of Open Door Records,  Inc. in
June 1997 and has been one of our directors since June 17, 1999.

     Mr. Thomas Carley,  one of the founders of Open Door Records,  Inc., serves
as a Vice  President  and member of our Board of  Directors.  Thomas  Carley has
actively been involved in the music industry as a freelance performer,  producer
and recording  engineer.  Prior to joining Open Door Online,  Mr. Carley was the
owner and operator of C & C  Contracting  and  Painting,  a general  contracting
firm,  securing  both union and  non-union  contracts,  from June 1988 to August
1997.  Mr.  Carley  has  been  a  director  of  Open  Door  Records,  Inc.,  and
subsequently Open Door Online, since June 1997.

     Edmond L. Lonergan, over the last five years, has been involved in business
consulting  and the  insurance  field.  From  February  1994 to July  1996,  Mr.
Lonergan was President of an Insurance  Company  called  Insurance  Providers of
American.  He was self  employed  from  July  1996 to May  1998,  as a  business
consultant.  Mr. Lonergan has owned and operated Corporate  Architects,  Inc., a
merger and acquisition  consulting  business  specializing in reverse mergers of
private companies into inactive public  companies,  since May 1998. Mr. Lonergan
has been a one of our directors since June 17, 1999.

     Norman J.  Birmingham  has served as President of Patina  Corp.,  a holding
company for  construction  demolition and asbestos  abatement  companies,  since
April of 1999.  From September 1998 to January 1999,  Mr.  Birmingham  served as
Chief Financial  Officer of Mediforce,  Inc., a medical  products  company.  Mr.
Birmingham was Chief Financial Officer for General  Environmental  Technologies,
Inc., a holding  company for three  demolition  companies,  from January 1998 to
September  1998.  From  November 1995 to August 1997, he served as President and
Chief Financial Officer for Westmark Group Holdings, Inc., a holding company for
wholesale mortgage companies.  In addition, he served as President of Heart Labs
of America,  Inc. from November 1995 to June 1996. Mr.  Birmingham was President
of Budget Services and provided accounting,  tax and financial planning services
from September 1986 to July 1997. Mr.  Birmingham became an officer of Open Door
Online in February 2000.

                                       21
<PAGE>
     Mr. Steev  Panneton has served as Vice President of  Manufacturing  and New
Product Development for JD American Workwear,  Inc. since June 1991. He has also
worked as a freelance  commercial  artist and  illustrator for the past 10 years
and is a graduate of the College of Rhode  Island.  Mr.  Panneton has  developed
several new products,  including a patented game called Vegas Run . He currently
has  several  other  patents  pending.  He was  elected a director  of Open Door
Records, Inc. in June 1997 and has served as one of our directors since June 17,
1999.

     Ms.  Barbone has been  involved in the music  industry for over  twenty-two
years. She has discovered,  developed and managed many significant artists. From
January 1995 to March 1999,  Ms.  Barbone has owned and been  employed by August
Artist Management, where she has managed several music artists. Her clients have
included The Rolling Stones,  Aerosmith,  The Indigo Girls,  Michael Bolton, The
Monkees,  J.Giles,  Edgar and Johnny  Winters.  Camille also produced the Gospel
segment of Woodstock `94 for a crowd of 350,000. She has lectured throughout the
country at seminars,  workshops,  and  conventions  and has been  interviewed by
major newspapers, magazines and television specials such as 20/20, Entertainment
Tonight and Fox News. Ms.  Barbone  elected Vice President of Open Door Records,
Inc.  in March 1999 and has served as our Chief  Operating  Officer  since March
2000. All prior  directors and executive  officers of Genesis Media Group,  Inc,
our predecessor, tendered their resignations in conjunction with the Acquisition
Agreement dated June 17, 1999.

     Donna  Petronelli  is the  beneficial  owner of one hundred  percent of the
outstanding shares of DJS Investors whose ownership of 20.77% of the outstanding
common shares makes her a control  person.  Ms.  Petronelli is not active in the
company.

     Our directors are elected at the annual  meeting of  stockholders  and hold
office  until their  successors  are elected and  qualified.  Our  officers  are
appointed by the Board of  Directors  and serve at the pleasure of the Board and
subject to employment agreements, if any, approved and ratified by the Board.

ITEM 10. EXECUTIVE COMPENSATION

     No compensation or directors fees have been paid to any executive  officers
or directors of Open Door Online or Open Door Records,  Inc. from November 1997,
the date of Open Door Records'  inception,  to the date hereof.  On November 15,
1999, we entered into three year employment agreements with Messrs.  DeBaene and
Carley.  Under the agreements,  each is entitled to receive a base annual salary
of $95,000  during the period of November  15, 1999 to December  31,  2000.  The
salary will be increased annually, effective January 1st of each year, except in
year one, by an amount of 13% or higher as determined by the Board of Directors.
In addition to the base salary amounts, each of Messrs.  DeBaene and Carley will
receive incentive bonuses ranging from 1-3% of our after-tax  profits,  standard
benefits   such  as  health  and  life   insurance,   disability   payments  and
reimbursement of reasonable business expenses.

     In  addition,  On March 1,  2000,  we entered  into  three year  employment
agreements with Mr.  Birmingham and Ms. Barbone.  Under the agreements,  each is
entitled to receive a base annual  salary of $75,000  during the period of March
31, 2000 to December 31, 2000. The salary will be increased annually,  effective
January  1st of each year,  except in year one, by an amount of 13% or higher as
determined  by the Board of Directors.  In addition to the base salary  amounts,
each will receive incentive bonuses ranging from 1-3% of our after-tax  profits,
standard  benefits such as health and life  insurance,  disability  payments and
reimbursement of reasonable business expenses.

                                       22
<PAGE>
     Compensation  paid to the  officers and  directors of Genesis  Media Group,
Inc., Hollywood Showcase Television Network,  Inc., Open Door Records, Inc., and
Open Door Online, Inc. during 1997, 1998, or 1999 were as follows:


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                  Long Term Compensation
                                                              -------------------------------
                              Annual Compensation                      Awards          Payouts
                        -----------------------------------    ----------------------  -------
                                                                            Securities
  Name and                                       Other         Restricted   Underlying
  Principal                                      Annual          Stock       Options/    LTIP        All Other
  Position       Year   Salary($)   Bonus($)  Compensation($)  Award(s)($)   SARs(#)   Payouts($)  Compensation($)
  --------       ----   ---------   --------  ---------------  -----------   -------   ----------  ---------------
<S>         <C>       <C>        <C>         <C>         <C>            <C>          <C>          <C>       <C>
Don R. Logan     1997   $-0-        $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
CEO              1998   $66,500     $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
       6 months  1999   $-0-        $ -0-        $ -0-            $576,000    $ -0-      $ -0-          $ -0-

Barrie Logan     1997   $-0-        $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
Secretary        1998   $30,826     $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
       6 months  1999   $-0-        $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-

Carl Conte       1997   $-0-        $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
Treasurer        1998   $31,250     $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
       6 months  1999   $20,000     $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-

David DeBaene    1997   $-0-        $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
CEO              1998   $-0-        $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
                 1999   $10,962     $ -0-        $ -0-            $-0-        $ -0-      $ -0-          $ -0-
</TABLE>

DEFERRED SALARY

     Messrs DeBaene and Carley have each deferred their  respective  1999 salary
of $10,962 each until our required capitalization is in place.

STOCK OPTION PLAN

     We currently provide no stock option plan.  However,  we, with the approval
of the Board of Directors,  may ask the  shareholders  to approve such a plan at
any meeting of the shareholders following the submission of this Form 10-KSB.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

     None.

AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

     None.

                                       23
<PAGE>
COMPENSATION COMMITTEE

     The compensation  committee currently consists of David N. DeBaene,  Edmond
L.  Lonergan and Camille M. Barbone.  This  committee is empowered to review the
personnel  needs in key management  positions,  review and revise pay scales and
make  recommendations  with respect to officers,  key  employees and certain key
consultants. The role of this committee is expected to expand for the review and
award of bonuses,  the  granting of employee  stock  options and any other stock
based compensation.

LIMITATION OF DIRECTORS' LIABILITY

     Our Articles of  Incorporation  eliminate,  to the fullest  possible extent
permitted  by New Jersey  law,  the  personal  liability  of our  directors  for
monetary  damages in  relation to breaches of  fiduciary  duty.  However,  these
articles  do not provide  for the  elimination  or  limitation  of the  personal
liability  of  a  director  for  acts  or  omissions  that  involve  intentional
misconduct,  fraud or  knowing  violation  of the  law,  or  unlawful  corporate
distributions.  These  provisions  will  limit  the  remedies  available  to the
stockholder  who is  dissatisfied  with a  decision  of the  board of  directors
protected by these provisions, and the stockholders' only remedy may be to bring
suit to prevent  the action of the board.  This remedy may not be  effective  in
many situations  because  stockholders' are often unaware of a transaction or an
event  before the board's  action.  In these  cases,  our  stockholders  and our
company could be injured by a board's decision and have no effective remedy.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

                                                      Shares
                                                   Beneficially   Percent of
Title of Class       Name/Address of Owner            Owned          Class
--------------       ---------------------            -----          -----
Common           Don R. & Barrie M. Logan              545,530       5.38%
                 23355 Gondor Drive
                 Lake Forrest, California 90710

Common           DJS Investors (iv)                  2,105,000      20.77%
                 275 Crescent Street
                 West Bridgewater, MA 02379

Common           Thomas R. Carley                    1,977,000     19.517%
                 46 Old Flat River Road
                 Coventry, Rhode Island  (D)

Common           David N. DeBaene                    1,837,000      18.13%
                 46 Old Flat River Road
                 Coventry, Rhode Island  (D)

Common           Camille M. Barbone                    705,000       6.96%
                 206 Bryan's Ferry Rd.
                 Hampton, NJ 08827 (D)

Common           All Officers and Directors          4,519,000      44.59%
                 over 5% per Individual

Common           All Officers and Directors          5,044,000      49.78%

                                       24
<PAGE>
----------
Notes:
(1)   Includes  only  officers  and  directors  subsequent  to the June 30, 1999
      merger.
(D)   Officer and Director of the Company
(i)   All Percentages are calculated based upon 10,133,285 shares outstanding as
      of the date of the filing of this Form 10-KSB.
(ii)  As of April 7, 2000, we had 1,275,744 free trading shares  outstanding and
      8,857,541 restricted shares outstanding for a total of 10,133,285 shares.
(iii) All common  shares are  entitled  to 1 vote per share.  There are no other
      shares with voting rights.
(iv)  Donna  Petronelli owns 100% of the shares of DJS Investors,  and therefore
      is the  beneficial  owner of these  shares.  Her  address is 275  Crescent
      Street, Bridgewater, MA 02379.

                        SECURITY OWNERSHIP OF MANAGEMENT

                                                          Shares
                                                       Beneficially   Percent of
Title of Class       Name/Address of Owner                Owned          Class
--------------       ---------------------                -----          -----
Common           David N. DeBaene                       1,837,000        18.13%

Common           Thomas R. Carley                       1,977,000        19.51%

Common           Camille M. Barbone                       705,000         6.96%

     (1) All percentages are calculated  based upon 10,133,285  shares of common
stock of Open Door Online issued and  outstanding  as of the date of filing this
Form 10-kSB.

CHANGES IN CONTROL

     There are no known or contemplated arrangement which may result in a change
of control.

ESCROW OF SHARES

     We currently have held through our Escrow Agent,  Mr. Thomas Connors,  Esq.
100,000 restricted common shares of the stock belonging Don R. Logan pursuant to
the fulfillment or completion of certain provisions of the Acquisition Agreement
dated June 17, 1999 between  Genesis  Media Group,  Inc. and Open Door  Records,
Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 1998 and 1999,  Mr.  DeBaene has been a lender or guarantor of funds
to Open Door  Online.  As of  December  31, 1998 and  September  30,  1999,  the
outstanding  balances due him to lenders for which he has guaranteed amounts are
$113,643  and  $498,622,  including  interest  expense  of  $3,643  and  $8,224,
respectively.  Interest rates range from 12% to 20% per annum. On March 7, 2000,
Mr. DeBaene  converted  $474,895 of this debt into 1,158,280 shares based on the
average bid price of our Common Stock over the twenty day period  preceding  the
conversion. He has elected not to convert any of the guaranteed debt outstanding
incurred prior to the initial filing of this registration  statement. At no time
has Mr. DeBaene  received any  consideration,  directly or  indirectly,  for the
amounts he has guaranteed.

     On  February  22,  1999,  Genesis  Media  Group,  Inc.  distributed  to its
shareholders shares of TranStar  Communications,  Inc., that Genesis Media Group
received  in  exchange  for  certain  assets,  based on the book  value of those
assets.  The  assets  consisted  of  equipment  valued at  $70,000  and  certain
receivables  in the amount of  $165,168.  The fair market value of the shares at
the time of distribution was $.50 per share. These shares were subsequently sold
by the shareholders in a private transaction on April 9, 1999 at a price of $.50
per share.

                                       25
<PAGE>
     On April 12, 1999,  Genesis Media Group issued to Don R. Logan,  the former
chief executive officer and director of Genesis Media Group, 9,000,000 shares of
restricted  common stock in lieu of compensation.  At the time of the issue, the
fair market value of the stock based on the asked price was $.064 per equivalent
share and discounted  20% to allow for the  restricted  nature of the securities
issued. Genesis Media Group therefore recognized salary expense in the amount of
$576,000 for the six months ended June 30, 1999.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)  The  following  exhibits  are to be filed as part of this Form 10-KSB,
          all items have been previously filed with Form 10-SB/a:

Exhibit No.                        Identification of Exhibit
-----------                        -------------------------
  3.1*       Articles of Incorporation

  3.2*       By-laws

             Stock Exchange Agreement between Genesis Media Group, Inc. and
  10.1*      Open Door Records, Inc.

             Employment Agreement between Open Door Online, Inc. and David N.
  10.2*      DeBaene

             Employment Agreement between Open Door Online, Inc. and Camille
  10.3*      M. Barbone

             Employment Agreement between Open Door Online, Inc. and Norman J.
  10.4*      Birmingham

             Employment Agreement between Open Door Online, Inc. and Thomas
  10.5*      Carley

             Exclusive Distribution Agreement between Richard Wagner d/b/a
  10.6*      Wagner Music Group and Open Door Music Distribution

             Exclusive Recording Contract between Open Door Records, Inc. and
             Christopher O'Hara, Daniel Roselle, James Farrell, and Walter
  10.7*      Lockhart (No Soap Radio)

  10.8*      License Agreement between Intershow Records AG and Open Door Music

  10.9*      Agreement between LiveOnTheNet.com and Open Door Music, Inc.

             Exclusive Distribution Agreement between KnowSavage Productions,
  10.10*     Inc. and Open Door Music Distribution

  10.11*     Bowvau Distribution Agreement

  F-1        Auditors Opinion and Financial Statements

* Previously filed as exhibits to Form 10-SB/A

                                       26
<PAGE>
                                   SIGNATURES

     In  accordance  with  the  section  13 or 15(d) of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

DATED: April 13, 2000                     OPEN DOOR ONLINE, INC.

                                          By: /s/ David N. DeBaene
                                              ----------------------------------
                                              David N. DeBaene
                                              President and Director

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

SIGNATURE                             TITLE                          DATE
---------                             -----                          ----

/s/  Thomas Carley              Vice President and Director       April 13, 2000
---------------------------


/s/  Norman J. Birmingham       Treasurer and                     April 13, 2000
---------------------------     Chief Financial Officer


/s/  Camille M. Barbone         Vice President and                April 13, 2000
---------------------------     Chief Operating Officer


/s/  Steev Panneton             Secretary                         April 13, 2000
---------------------------


/s/  Edmond L. Lonergan         Director                          April 13, 2000
---------------------------

                                       27
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----
OPEN DOOR ONLINE, INC.:

Report of Independent Accountants.........................................   F-1

Balance Sheets - December 31, 1999 and 1998...............................   F-2

Statements of Operations for the two years ended December 31, 1999........   F-3

Statements of Stockholders' Equity for the two years ended
  December 31, 1999 ......................................................   F-4

Statements of Cash Flows for the two years ended December 31, 1999........   F-5

Notes to Financial Statements for the two years ended
  December 31, 1999 ......................................................   F-6

                                       28
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To The Board of Directors
Open Door Online, Inc. (formerly Genesis Media Group, Inc.)
Providence, Rhode Island


We have  audited  the  accompanying  balance  sheets of Open Door  Online,  Inc.
(formerly  Genesis Media Group,  Inc.) as of December 31, 1999 and 1998, and the
related  statements of operations,  stockholders'  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  materials  respects,  the  financial  position  of Open Door  Online,  Inc.
(formerly  Genesis Media Group,  Inc.) as of December 31, 1999 and 1998, and the
results of operations  and its cash flows for the years then ended in conformity
with generally accepted accounting principles.


                                            James C. Marshall, CPA, PC

Scottsdale, Arizona
April 13, 2000

                                       F-1
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                                 BALANCE SHEETS
                        DECEMBER 31, 1999 AND 1998

                                     ASSETS

                                                             December 31,
                                                      -------------------------
                                                          1999          1998
                                                      ------------    ---------
Current Assets
    Cash and cash equivalents                         $     34,567    $      33
    Accounts receivable - trade                            204,489       37,185
    Loans receivable - trade                                30,750
    Prepaid expenses                                                      1,477
                                                      ------------    ---------
                                                           269,806       38,695

Property and equipment, net of accumulated
    depreciation (Note 4)                                  141,605      133,615
Master music library (Notes 1 and 3)                    14,209,000
Other assets                                                              2,737
                                                      ------------    ---------
                                                      $ 14,620,411    $ 175,047
                                                      ============    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable                                  $    393,952    $   6,720
    Payroll taxes and accrued expenses                     113,885
    Reserve for discontinued operations (Note 2)           500,000
    Notes payable                                          442,200      110,000
    Current portion of long term debt                       75,000
                                                      ------------    ---------
                                                         1,525,037      116,720

Long term debt                                             150,000
                                                      ------------    ---------
    Total liabilities                                    1,675,037      116,720

Stockholders' Equity(1),
    Common Stock (Notes 7 and 9)                             1,013        1,000

    Additional paid in capital                          13,564,367       71,275

    Retained earnings (deficit)                           (620,006)     (13,948)
                                                      ------------    ---------
                                                        12,945,374       58,327
                                                      ------------    ---------
                                                      $ 14,620,411    $ 175,047
                                                      ============    =========

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

                                       F-2
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                             STATEMENTS OF OPERATIONS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1999

                                                              December 31,
                                                      --------------------------
                                                        1999             1998
                                                      ---------        --------
Revenue
Sales                                                 $  46,164        $ 37,185
                                                      ---------        --------
                                                         46,164          37,185
Cost of sales                                             1,560          10,485
                                                      ---------        --------
Gross profit                                             44,604          26,700

Operating Expenses
    Administrative expenses                             244,318          23,530
    Amortization and depreciation                        38,915          11,321
    Interest expense                                     66,376           3,888
    Office expense                                       60,264           1,144
    Professional and outside services                    87,099             765
    Rent                                                 38,690
    Salaries and payroll taxes                          115,000
                                                      ---------        --------
       Total Operation Expense                          650,662          40,648
                                                      ---------        --------
Net Loss                                              $(606,058)       $(13,948)
                                                      =========        ========

Net loss per common share (Note 8)                    $   (0.11)       $ (13.95)
                                                      =========        ========

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

                                       F-3
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE TWO YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                         Common Stock
                                     --------------------      Paid in     Retained
                                       Shares     Amount       Capital     Earnings        Total
                                     ----------   -------    -----------   ---------    ------------
<S>                                  <C>          <C>        <C>           <C>          <C>
Balance at January 1, 1998                1,000   $ 1,000    $    71,275                $    72,275

New Income/(Loss)                                                          $ (13,948)       (13,948)
                                     ----------   -------    -----------   ---------    -----------
Balance December 31, 1998                 1,000     1,000         71,275     (13,948)        58,327

Adjustment to reflect Genesis
    acquisition of Open Door
    Records (Note 7)                    936,626       (63)     2,839,417    (226,267)     2,613,087
                                     ----------   -------    -----------   ---------    -----------
Restated Balance at
    January 1, 1999                     937,626       937      2,910,692    (240,215)     2,671,414

Issuance of Common Stock of
   Genesis prior to acquisition of
   Open Door Records (Note 7)           340,000       340        714,399                    714,739

Issuance for acquisition of Open
   Door Records (Note 7)              8,181,665      (331)     9,775,343     226,267     10,001,279

Issuance of Common Stock                673,994        67        163,933                    164,000

Net Income/(Loss)                                                           (606,058)      (606,058)
                                     ----------   -------    -----------   ---------    -----------

Balance at December 31, 1999         10,133,285   $ 1,013    $13,564,367   $(620,006)   $12,945,374
                                     ==========   =======    ===========   =========    ===========
</TABLE>

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

                                       F-4
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                             STATEMENTS OF CASH FLOWS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1999

                                                              December 31,
                                                        ------------------------
                                                          1999          1998
                                                        ---------     ---------
Cash Flows from Operations
  Net loss                                              $(606,058)    $ (13,948)

  Adjustments to reconcile net loss to net
    cash used by operating activities:
    Amortization and depreciation                          38,915        11,321

Changes in cash flows provided (used) by
  operating activities                                   (567,143)       (2,627)

Changes in operating assets and liabilities
  (net of effects from acquisition of business):
       accounts receivable                               (167,304)      (37,185)
       loans receivable - trade                           (30,750)
       prepaid expenses                                     1,477        (1,477)
       other assets                                         2,737        (2,737)
       accounts payable                                   236,222         6,720
       accrued expenses
                                                        ---------     ---------
    Net cash flow used by operating activities           (524,761)      (37,306)
                                                        ---------     ---------
Cash Flows from investing activities
    Acquisition of property, plant and equipment          (46,905)      (73,661)
                                                        ---------     ---------
    Net cash used in investing activities                 (46,905)      (73,661)
                                                        ---------     ---------
Cash flow from financing activities
    Proceeds from issuance of debt                        442,200       110,000
    Proceeds for issuance of Common Stock                 164,000         1,000
                                                        ---------     ---------
    Net cash provided by financing activities             606,200       111,000
                                                        ---------     ---------
Net increase in cash and cash equivalents                  34,534            33

Cash at January 1,                                             33            --
                                                        ---------     ---------
Cash at end of period                                   $  34,567     $      33
                                                        =========     =========

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

                                       F-5
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1999


NOTE 1 - ORGANIZATION

     Open Door  Records,  Inc.  ("Open Door") was  incorporated  in the state of
Rhode Island on November 20, 1997. The Company had no operations during 1997.

     In June  1999,  Open Door  entered  into a stock  exchange  agreement  with
Genesis Media Group,  Inc.  ("Genesis")  accounted for as a reverse  acquisition
whereby all of Open Door's  outstanding  stock would be acquired in exchange for
stock of Genesis. On an aggregate basis,  Genesis  shareholders  received 0.0333
shares of the Company for each share of Genesis common stock.  In addition,  the
agreement  provides for the  resignation  of management and directors of Genesis
and the  appointment  of directors and  executives  selected by Open Door.  This
agreement  was completed as of June 30, 1999,  whereupon  the  resulting  entity
changed  its  name to Open  Door  Online,  Inc.  (the  "Company")  and  state of
incorporation  to New  Jersey.  The  combination  of Open Door with  Genesis was
accounted for as a tax-free exchange under the Internal Revenue Code.

     The purchase  method of  accounting  was  performed on Genesis based on the
fair market value at the transaction  date. The fair market value of Genesis was
based on the per share value of Genesis  common  stock near June 30,  1999,  the
closing date of the merger.  Since the appraised  value of the music library was
in excess of $38  million,  the fair  market  value of the merger was  allocated
music  library and results in no  goodwill  being  recorded.  The  valuation  of
Genesis,  including transaction costs of $120,000 was $13,370,115.  A summary of
assets  and  liabilities  acquired,  at  established  fair  market  value was as
follows:

     Assets - Music Library               $ 14,209,000
                                          ------------
       Total Assets                       $ 14,209,000

     Current liabilities assumed              (688,885)
     Long-term liabilities assumed            (150,000)
                                          ------------
     Fair market value of Genesis         $ 13,370,115
                                          ============

     The accompanying  financial statements include the results of Open Door for
all periods and the results of Genesis  beginning on July 1, 1999. The unaudited
pro forma  financial  data does not  purport  to  represent  what the  Company's
results from continuing  operations would actually have been had the transaction
in fact  occurred as of an earlier  date,  or project the results for any future
date or period.

                                       F-6
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1999


NOTE 1 - ORGANIZATION (CONTINUED)

                                                       December 31
                                                --------------------------
     Pro Forma (unaudited)                         1999           1998
                                                -----------    -----------
     Revenue                                    $    99,264    $   558,747
     Cost of good sold                                7,060         92,049
                                                -----------    -----------
       Gross profit                                  92,204        466,698

     Expenses
       Selling, general and administrative       (1,369,517)      (749,602)
       Interest expense                             (76,765)       (31,950)
                                                -----------    -----------
     Loss from operations                       $(1,353,967)   $  (314,854)
                                                ===========    ===========

     Loss per share                             $     (0.14)   $     (0.04)
                                                ===========    ===========

     Weighted average number of shares            9,573,069      9,119,291
                                                ===========    ===========

NOTE 2 - DISCONTINUED OPERATIONS

     In conjunction  with the acquisition,  the Company had certain  capitalized
leases and operating lease  obligations that extend through 2003.  Genesis had a
number of  capitalized  leases and other  obligations  as of June 30,  1999 with
scheduled  payments of approximately  $820,000 through 2003 which the Company is
in the process of  eliminating.  As of June 30,  1999,  the  Company  elected to
discontinue the acquired movie production and editing business in California and
accordingly  provided a reserve of $500,000 in excess of the net carrying  value
of Genesis to terminate such leases and close the operations.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The summary of significant  accounting policies of Open Door Records,  Inc.
is presented to assist in understanding the Company's financial statements.  The
financial statements and notes are representations of the Company's  management.
Management is responsible for their integrity.  The accounting  policies conform
to generally accepted accounting  principles and have been consistently  applied
in the preparation of the financial statements.

LINE OF BUSINESS

     The business of the Company to date has derived revenue from the promotion,
production and studio recording services to music artists. The Company is in the
process of developing and internet presence for the sales and marketing of music
and  related   products  through  the  internet  and  expanding  its  promotion,
production and recording services to the entertainment and music markets.

                                      F-7
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1999


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

     Revenue is  generally  recognized  upon  shipment  to the  customer or upon
completion  of the  services  and is fully  earned.  Through  December 31, 1999,
substantially  all of the revenue is derived  from the sale of music  production
services to third parties.

EQUIPMENT AND DEPRECIATION

     Depreciation  has been  provided  on a  straight-line  basis for  financial
accounting  purposes  using the  straight-line  method  over the  shorter of the
asset's  estimated  life or the lease term.  The  estimated  useful lives of the
assets are as follows:

     Record and production equipment             5-7 Years
     Website Development                         5-7 Years
     Leasehold improvements                      3-10 Years

MASTER MUSIC LIBRARY

     The master music library consists of original and digitized masters of well
known  artists.  The  Company  has the right to  produce,  sell,  distribute  or
otherwise  profit  from its  utilization  of this  library  subject to  industry
standard royalty fees to be paid to artists as copies of the product are sold or
distributed.  The  Company  will  amortize  the library on a units sold basis in
accordance  with SFAS 50 that relates the  capitalized  costs to  estimated  net
revenue to be realized.  When  anticipated  sales appear to be  insufficient  to
fully recover the basis, a provision against current operations will be made for
anticipated  losses.  To date the  Company  has not  utilized  the  library  nor
expensed any of the carrying value.

COMPREHENSIVE NET LOSS

     There is no  difference  between the Company's net loss as reported for any
of the periods reported herein and the Company's  comprehensive loss, as defined
by the Statement of Financial Accounting Standards No. 130.

                                      F-8
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1999


NOTE 4 - PROPERTY AND EQUIPMENT

     Depreciation  and  amortization  for the years ended  December 31, 1999 and
1998 were $38,915, and $11,321, respectively.

     Property plant and equipment consist of the following:

                                                           December 31,
                                                      ----------------------
                                                        1999         1998
                                                      ---------    ---------
     Production equipment                             $ 144,251    $ 105,306
     Office equipment, furniture and fixtures            33,985       33,985
     Leasehold improvements                              13,605        5,645
                                                      ---------    ---------
                                                        191,841      144,936
     Less accumulated depreciation and amortization     (50,236)     (11,321)
                                                      ---------    ---------
                                                      $ 141,605    $ 133,615
                                                      =========    =========

NOTE 5 - RELATED PARTY SHORT TERM DEBT

     Short term debt is due to the  president  of the Company for cash  advances
made to the Company for working  capital.  No  repayments  have been made on the
balances.  Advances  during  the years  ended  December  31,  1999 and 1998 were
$332,200 and $110,000,  respectively.  The ending  balances at December 31, 1999
and 1998, were $442,200,  and $110,000,  respectively.  Interest expense for the
periods was $8,224 and $0, respectively. See Note 9 for subsequent events.

                                      F-9
<PAGE>
                             OPEN DOOR ONLINE, INC.
                       (FORMERLY GENESIS MEDIA GROUP, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1999


NOTE 6 - INCOME TAXES

     The tax-free exchange with Genesis creates a difference in the basis of the
assets between tax basis and accounting basis. At July 1, 1999, the tax basis of
the assets is approximately  $906,000 greater than the accounting  basis. In the
future,  as assets are disposed  of,  depreciated,  or amortized or  liabilities
paid,  the  deduction  for tax  purposes  will be greater  than the book  basis,
resulting in reduced tax expense or greater net operating loss carryover for tax
purposes  than would  otherwise  be  expected.  There is no  certainty as to the
timing of such  recognition  nor that the Company will be able to fully  utilize
these differences.

     The components of deferred tax assets and liabilities are as follows:

                                                               December 31,
                                                          ---------------------
                                                             1999       1998
                                                          ---------    -------
     Tax effect of assets acquired in business
        combination                                       $ 362,000    $    --
     Tax effects of reserve for discontinued operations     200,000         --
     Tax effects of carryforward benefits:
         Net operating loss carryforwards                   242,000      5,600
                                                          ---------    -------
     Tax effects of carryforwards
        Tax effects of future taxable differences
          and carryforwards                                 804,000      5,600
     Less deferred tax asset valuation allowance           (804,000)    (5,600)
                                                          ---------    -------
     Net deferred tax asset                               $      --    $    --
                                                          =========    =======

     Realization  of the net  deferred  tax assets is  dependent  on  generating
sufficient taxable income prior to their expiration.  Tax effects are based on a
9.0% state and 34.0%  federal  income tax rates for a net combined  rate of 40%.
The tax effects of the acquired business combination have not been recognized in
the current or prior periods but will be recognized in future periods,  at which
time if the current period taxable income is insufficient to offset such charges
for tax  purposes,  the  effect  will  be  available  to the  Company  over  the
succeeding 20 years.  The realized net operating  losses expire over the next 20
years,  the  majority of which expire in 2019.  A valuation  allowance  has been
provided  for the full  deferred  tax asset  amount due to the lack of operating
history and operating losses in recent periods. When realization of the deferred
tax  asset  is more  likely  than  not to  occur,  the  benefit  related  to the
differences will be recognized as a reduction of income tax expense.

                                      F-10
<PAGE>
                             OPEN DOOR ONLINE, INC.
                      (FORMERLY GENESIS MEDIA GROUP, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE TWO YEARS ENDED DECEMBER 31, 1998


NOTE 7 - COMMON STOCK

     Genesis was the nominal acquirer in the Open Door Records, Inc. transaction
in which Open Door was the  nominal  acquiree in the  reverse  acquisition.  The
December 31, 1998  financial  statements  represent the  activities of Open Door
only.  As the legal  acquirer,  the  Genesis  balances  at  January 1, 1999 were
adjusted to reflect the business  combination  and to give effect to the one for
30  reverse  split of the  Genesis  shares as of June 30,  1999  retroactive  to
January  1, 1999 in  accordance  with SFAS 128.  The  Company  issued a total of
8,181,665 shares for former Open Door Records, Inc. holders and to promoters and
sponsors of the transaction. The outstanding stock of the Company was 10,133,285
shares and 1,000 shares at December 31, 1999 and 1998, respectively.

NOTE 8 - EARNINGS PER COMMON SHARE

     Earnings per share of common stock have been computed based on the weighted
average  number of shares  outstanding.  As of December 31,  1998,  the weighted
average number of shares  outstanding was 1,000.  The weighted average number of
shares used to compute the earnings per share at December 31, 1999, after giving
effect to the  acquisition  on June 30, 1999 by Genesis,  the legal  acquirer of
Open Door Records, Inc., and giving retroactive effect to January 1, 1999 of the
one for 30 reverse stock split of Genesis was 5,432,863.

NOTE 9 - STOCK TRANSACTIONS - SUBSEQUENT EVENTS

     In March,  2000 the Company  granted and on March 7, 2000, the president of
the Company  exercised  his option to convert his loans to the Company to common
stock. The conversion price was based on the average of the last 20 days average
price of the stock  immediately  preceding  the exercise.  The Company  issued a
total of 1,183,853 shares which included  principal and interest due of $473,541
and the Company reduced its liability for the debt.