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, 2000

                                       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, 2000: $ 434,200

     The aggregate  market value of the voting and  non-voting  common equity of
the  registrant  held by  non-affiliates  of the  registrant at May 17, 2001 was
approximately  $351,357  based  upon the  closing  sale  price of $0.071 for the
Registrant's  Common  Stock,  $.0001  par value,  as  reported  by the  National
Association of Securities Dealers OTC on May 17, 2001.

     As of May 17, 2001 the registrant  had  17,128,364  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, 2000


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

Item 1.   Business                                                            3
Item 2.   Properties                                                          8
Item 3.   Legal Proceedings                                                   8
Item 4.   Submission of Matters to Vote of Securities Holders                 9

                                     PART II

Item 5.   Market for the Registrant's Common Stock and Related
          Security Holder Matters                                            10
Item 6.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                          12
Item 7.   Financial Statements                                               16
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                           16

                                    PART III

Item 9.   Directors, Executive Officers, Promoters, and Control Persons;
          Compliance with Section 16(a) of Exchange Act                      17
Item 10.  Executive Compensation                                             18
Item 11.  Security Ownership of Certain Beneficial Owners and Management     19
Item 12.  Certain Relationships and Related Transactions                     21

                                     PART IV

Item 13.  Exhibit List and Reports on Form 8-K                               22

                                       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
intend to use the Internet in operating a music recording, distribution and
publishing business.

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
(OTCBB) 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 the stock was de-listed and began trading on
the Pink Sheets because of the requirement that all listed companies be "fully
reporting". In June 2000 the Company was re-listed after its successful
completion of the filing of the Form 10SB allowing it to be a "fully reporting"
company.

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 an entity that provides traditional sales of
recording of artists under distribution contracts and other prerecorded music
and recording operations. 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.

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, offered over 250,000 music titles for sale.
The site is not currently operational. 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.

     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. Due to the lack of
funding the Jeru distribution has ceased as have most other business operations.

     Open Door Studios. As part of the Open Door Records division, we opened our
own digital recording studio to be utilized for both our own in-house recording
projects and outside commercial recording projects. The studio is currently
dismantled while we attempt to relocate.

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,

                                       4
<PAGE>
2-Day Federal Express or Federal Express Overnight. Hopefully, the site can be
utilized in the near term with a strategic partner or in conjunction with the
distribution of our music library.

     Open Door Records uses traditional retail music stores, and intends to use
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 had a two- year term and was renewed for
another year to expire in August 2001. At that time, we intend to renegotiate a
new agreement prior to the expiration of the agreement's current term.

     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 $12.6 billion dollars as stated in the 1999
inter year report published by RIAA. 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.

     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.

                                       5
<PAGE>
     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.

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
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. Hearings have been in the U.S. Senate during 2001 that included
recording industry executives, artists, distributors, internet providers and
recording watchdog agencies that may result in a clarification of the market,
its operations over the internet and the payment of fee's for downloading
material, methods of compiling royalties due and how to control internet piracy.

     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.

                                       6
<PAGE>
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 one (1) full time and one (1) part time employee. These
employees have entered into employment agreements with certain terms of service.

     Resignation of employees have depleted the staff in early 2001 making sales
and marketing difficult and the operation of the recording studio impossible at
that particular location.

     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 insurance 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.

     Ms. Barbone and Mr. Carley resigned in January 2001.

     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.

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 in the capacity of a consultant.
Bridgewater Management Group has rendered no services since June 2000.

                                       7
<PAGE>
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 @ 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. The
agreement terminated in February 2001

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. This arrangement terminated January 10, 2001

*    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. The remaining leasehold improvements will
     be written off in the first quarter of fiscal 2001.

*    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. We are actively seeking strategic partners to
     utilize and distribute compilations of these recordings.

ITEM 3. LEGAL PROCEEDINGS

     We are currently a party to 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 and some that
were defended but for which judgments were received. However a charge of
$500,000 was taken in fiscal 1999 to establish a reserve for known debts and
contingencies of prior management. These judgments, when paid, will be applied
to the reserve with no further charge to the Company until the reserve is
depleted.

     To date eight suits filed after the merger of Open Door Records and Genesis
Media Group, Inc. have been awarded judgments or have been settled in an
aggregate amount of approximately $202,000 plus fee's, costs and interest.

     There are eight additional suits either filed or threatened resulting from
the prior operations of Genesis Media Group, Inc. These suits may cause the
reserve to be inadequate. No additional charge has been taken as none of the
suits expected to reach the judgment stage in fiscal 2001 in the aggregate will
cause the reserve to be exceeded.

                                       8
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     Management will be required to take action against the former officers,
directors and counsel that issued opinions that no litigation was known or
threatened prior to June 1, 1999 to recover the damages for the cost of defense
and the judgments and associated costs. In the event that such recovery becomes
a reality the Company expects that no additional charges will be needed to add
to the reserve. Of course legal fee's to cause the recovery are likely.

     Open Door Online, Inc. has five suits that have either reached a judgment
phase or pending in courts. All suits have arisen in the normal course of
operations and are direct result of the lack of cash flow available to pay
operational debts or repay loans previously made to the Company. The case
involving the loan requires a $2,500 payment on May 1, 2001 and $1,400 per month
plus interest @12% until paid in full. The additional suits have a total face
value of $11,590 plus fee's and costs. All amounts for these suits have been
previously expensed as they occurred except for the fees, costs and interest, as
they are unknown at this reporting.

     Various artists and individuals threaten additional lawsuits over accrued
royalties, failure of distribution agreements and other contractual obligations.
All known amounts for these have been accrued. The Company believes it has
adequately provided for all such costs, net of recoverable amounts from third
parties.

     Prior officers and directors have threatened suit against the Company to
recover unpaid payroll and expenses and to reinstate notes previously payable
for which stock had been paid in settlement of such amounts. A suit of similar
nature was filed in New Jersey and dismissed for lack of jurisdiction. This suit
did not include the Company as a defendant. The known expenses and payroll plus
estimates of additional expenses have been accrued. No additional liabilities
have been added to the accounting records as none of the disputed shares
received for the payment of notes have been returned nor would they be accepted.
The Company will vigorously defend any action that may be filed. The Board of
Directors has given the President the authority to file an action against these
parties to recover the damages caused by their actions and breach of fiduciary
responsibility.

     In February 2001 the Company filed an action against Thomas R. Carley
seeking to enjoin him from selling 175,000 free-trading shares which he had not
paid for. The action was amended in May 2001 alleging breach of fiduciary duties
and other matters and added a defendant Camille Barbone.

     On May 21, 2001 Mr. Carley and Ms. Barbone filed a motion in Bergen County,
New Jersey requesting the court to allow them to file an amended complaint and
include the Company as a defendant in an action that had previously been
dismissed with prejudice because of a lack of jurisdiction and in which they
claimed to be acting on behalf of the Company and its shareholders as a class.

ITEM 4. SUBMISSION OF MATTERS

     None.

                                       9
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                                     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 periods of the June 2000 and prior months in
fiscal year 1999 the OTC Pink Sheets.

                                            Bid Prices           Ask Prices
                                          ---------------      ---------------
                                           High     Low         High     Low
                                          ------   ------      ------   ------
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

Open Door Online, Inc.

2000
January 1 - January 31                     .60       .3125      .625      .51
February 1 - February 29                   .50       .3125      .625      .32
March 1 - March 31                         .70       .32        .75       .32
April 1 - April 30                         .73       .45        .73       .56
May 1 - May 31                             .48       .40        .50       .43
June 1 - June 30                           .92       .45        1.01      .51
July 1 - July 31                           1.46      .77        1.62      .80
August 1 - August 31                       .9375     .5625      1.15      .625
September 1 - September 30                 .625      .38        .8125     .40
October 1 - October 31                     .44       .33        .68       .33
November 1 - November 30                   .8125     .27        1.0625    .32
December 1 - December 31                   .49       .30        .4375     .30

     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 May 17, 2001, except for 2,229,511 free trading shares, all other
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.

                                       10
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     (b) HOLDERS

     As of May 17, 2001, there were approximately 266 registered holders of
free-trading shares and 94 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 the 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.

     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 4 for the month of September 2000 and
February 2001

     Thomas Carley failure to file Form 4 for the month of September 2000 and
all months thereafter that he may have been required to file.

     DJS Investors failure to Form 4 for the month of July 2000

     Camille Barbone failure to file Form 3 for the month of August 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).

                                       11
<PAGE>
2. RECENT SALES OF UNREGISTERED SECURITIES

     In February 2001, Open Door Online, Inc. issued 3,333,333 restricted common
shares to David N. DeBaene and 1,666,666 to Corporate Architects, Inc. for the
conversion of debt. Additionally, 200,000 restricted common shares were issued
to Steev Panneton for the acquisition of certain board games that he had
developed. Mr. Randolph Beimel received 34,400 shares in conversion of $8,600.
These shares were issued with reliance on an exemption from registration
requirements provided in Section 4(2) of the Securities Act of 1933.

     On October 27, 2000 560,000 restricted common shares were issued via Thomas
R. Carley for Web Magic Design and National Financial Services for services to
be rendered. These shares were issued with reliance on an exemption from
registration requirements provided in Section 4(2) of the Securities Act of
1933.

     On October 20, 2000 42,400 free-trading common shares were issued to Norman
J. Birmingham for unpaid salary. These shares in conjunction with the
effectiveness of registration statement filed on Form S-8.

     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.

     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. The shares were issued on July
25, 2000 and distributed to holders of debt for which Mr. DeBaene represented
his personal liability between receipt and November 30, 2000.

     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 in 1999, 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 for the years ended December 31, 2000 and 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.

                                       12
<PAGE>
SIGNIFICANT ACCOUNTING POLICIES

REVENUE

     We have adopted revenue recognition procedures in accordance with SEC Staff
accounting Bulletin No. 101which 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
     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 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, 2000 and 1999.

                                       13
<PAGE>
                                               December 31,        December 31,
                                                   2000                1999
                                               ------------        ------------
Summary of Operations
Net Revenues                                   $    434,200        $     46,164

Cost of Sales                                       299,731               1,560
Gross Profit                                        134,469              44,604
Operating Expenses                                  931,745             584,286
Net Profit (Loss)                                  (877,695)           (606,058)

Summary Balance Sheet Data
Total Assets                                   $ 10,600,096        $ 10,666,416
Total Liabilities                                 1,784,614           1,675,037
Shareholder's Equity                              8,815,482           8,991,379

2000

     Open Door Online, Inc. proceeded with its operational plan until the end of
August when it became evident that cash flow would not be available to continue
the types of operations envisioned. The viability of Internet sales and the cost
maintaining the site became a deterrent as financing was unsuccessfully sought.
Strategic alliances were sought and again stymied by the lack of available cash
to participate in these opportunities. Studio operations continued with the
facilities being consistently utilized but with limited revenue ever received
from the hours spent by staff.

     In October discussions began about finding a merger partner or to sell the
Company. Various negotiations took place and a letter of intent and an agreement
were signed in October and November 2000, respectively. The acquisition,
properly classified as a reverse merger was subsequently rescinded and the
search renewed again in January 2001. To date no merger or acquisition is
imminent. The President of the Company is negotiating a strategic alliance to
market the music library utilizing certain advertising media and distribution
agreements. The licensing and royalty rights are currently being researched and
releases sought for the production and distribution of compilations on
approximately 70% of the music library.

     The studio equipment is expected to relocated to a more commercially viable
space or leased to a third party during the second quarter of fiscal 2001.

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.

                                       14
<PAGE>
     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, 2000, 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 in 1999. Sales increased
801% to $434,200 at December 31, 2000 from $48,164 the period ended December 31,
1999. The majority of the sales increase was directly attributable to the sales
of our first artist release Jeru the Damaja which has sold $401,602. Revenues
from the studio were reduced to approximately $23,000 down $7,600 from fiscal
1999's 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, 2000 rose to
$299,731, a 2,787% increase over the $10,381 from the year ending December 31,
1999.

     Cost of Sales for the year ended December 31, 2000 for Open Door Online,
Inc. was approximately 69% of gross revenue. 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 $27,806 were incurred for the year ended December 31, 2000 an
increase of 38.3% over the $20,099 expended in the prior year ended December 31,
1999. This increase is directly relational to the promotional expenses of newly
signed artist that are not recoupable.

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 $69,259 to
the expenses for the year ended December 31, 2000 compared with $71,371,
decrease of 3% from the year ended December 31, 1999.

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 184% of net revenue for the
year ended December 31, 2000 compared to 1,048% of net revenue for the year
ended December 31, 1999. It is anticipated that overall general and
administrative expense will decrease as a percentage of revenue as revenue
increases. These expenses were reduced substantially in the fourth quarter of
fiscal 2000 and will decrease further with the reduction of payroll, public
company related costs, reduced rents and professional fees.

                                       15
<PAGE>
DEPRECIATION EXPENSE

     Depreciation and amortization expenses declined to $38,313 from $38,915 in
the years ended December 31, 2000 and December 31, 1999, respectively. The
decrease is attributed to the reduction of depreciation on certain items that
are fully depreciated.

INTEREST EXPENSE

     Net interest expense for the year ended December 31, 2000 was $80,431.
Comparable interest costs for the year ended 1999 were $66,376. This increase
was caused by additional the interest on previous years borrowing that has
subsequently been paid.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2000 we had approximately ($2,765) in cash deficit. The
deficit was due to checks paid by our bank on over drafted funds. 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 year ended
December 31, 2000 we borrowed $248,331. During the period June 30, 1999 and
December 31, 1999 we raised $393,000 through issuance of 674,000 common shares.
New capitalization will be required in the event a merger, sale or acquisition
of a subsidiary with cash reserves is completed. There is no assurance that we
will be successful in raising the required capital or completing any other
transaction.

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 create revenue from strategic alliances capable
of promoting and distributing compilations from our music library. We intend a
merger or acquisition to provide a solid base for the future. The operations
have been pared to the bare minimum with the President being the only full time
employee and a part-time Chief financial Officer that will need to be replaced
after the filing of our first quarter 2001 Form 10-QSB. The resignation of the
Chief Financial Officer will be effective immediately upon the acceptance of
such filing.

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.

                                       16
<PAGE>
                                    PART III

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

     As of May 17, 2001, 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         42     President, Chief Executive Officer
                                     and Director

     Edmond L. Lonergan       54     Director

     Norman J. Birmingham     46     Treasurer, Chief Financial Officer
                                     and Director

     Steev Panneton           42     Secretary and Director

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 through
December 15, 2000 and remained as director until May 2001. 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.

     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
America. 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
originally became a director June 17, 1999, he resigned in June 2000 and was
elected at the annual shareholder's meeting in March 2001.

     Norman J. Birmingham has served as President of Patina Corp., a holding
company for construction demolition and asbestos abatement companies and other
operations, since April of 1999 and subsequently after a merger with American
Commerce Solutions, Inc. (OTCBB:AACS) f/k/a JD American Workwear, Inc. a
director, treasurer and Chief Financial Officer since January 2000. 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 and a director in June 2000.

     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.

                                       17
<PAGE>
     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 Mr. DeBaene. 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 Mr. 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. Under the agreement he 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. Mr. Birmingham has informed the Board of Directors
that he will terminate this agreement immediately following the acceptance of
the filing of this Form 10-KSB and the Form 10QSB for the period ending March
31, 2001.

     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 1998, 1999, or 2000 were as follows:

                           SUMMARY COMPENSATION TABLE

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

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

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

CEO        David       1998       $     0      $   0        $   0        $     0         $   0           $   0         $   0
           DeBaene     1999       $ 10,962     $   0        $   0        $     0         $   0           $   0         $   0
                       2000       $ 24,574     $   0        $   0        $     0         $   0           $   0         $   0

CFO        Norman J.   2000       $ 24,543     $   0        $   0        $     0         $   0           $   0         $   0
           Birmingham
</TABLE>
                                       18
<PAGE>
DEFERRED SALARY

     Mr. DeBaene has deferred his respective 1999 salary of $84,038 until
required capitalization is in place. The salaries of current active officers
have been accrued. $13,581 of Mr. Birmingham's salary was received in the form
of 42,400 common shares.

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.

                             COMPENSATION COMMITTEE

     NONE

                       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         Percent of
Title of Class      Name/Address of Owner        Beneficially Owned      Class
--------------      ---------------------        ------------------      -----

   Common         DJS Investors (iv)                  1,905,000          10.56%
                  275 Crescent Street
                  West Bridgewater, MA 02379

   Common         Thomas R. Carley                    1,319,700           7.32%
                  46 Old Flat River Road
                  Coventry, Rhode Island

                                       19
<PAGE>
                                                       Shares         Percent of
Title of Class      Name/Address of Owner        Beneficially Owned      Class
--------------      ---------------------        ------------------      -----

   Common         David N. DeBaene(D)                 5,139,100          28.51%
                  46 Old Flat River Road
                  Coventry, Rhode Island

   Common         Camille M. Barbone                  1,001,000           5.55%
                  206 Bryan's Ferry Rd.
                  Hampton, NJ 08827

   Common         Norman J. Birmingham(v)(D)            932,400           5.17%
                  46 Old Flat River Rd.
                  Coventry, RI 02813

   Common         Steev Panneton(D)                     200,000           1.11%
                  46 Old Flat River Rd.
                  Coventry, RI 02813

   Common         Edmond L. Lonergan(D)               1,981,666          10.99%
                  46 Old Flat River Rd.
                  Coventry, RI 02813

   Common         All Officers and Directors         12,478,866          69.22%
                  over 5% per Individual

   Common         All Officers and Directors          8,253,166          45.78%

Notes: (1)  Includes only officers and directors subsequent to the June 30, 1999
            merger.

       (D)  Officer and/or Director of the Company

       (i)  All Percentages are calculated based upon 18,028,364 shares
            outstanding as of the date of the filing of this Form 10-KSB, which
            included 900,000 warrants.

      (ii)  As of May 17, 2001, we had 2,229,511 free trading shares outstanding
            and 14,898,853 restricted shares outstanding for a total of
            17,128,364 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.

      (v)   Norman J. Birmingham owns 32,400 common shares of stock and was
            granted 800,000 warrants during fiscal 2000 at an exercise price of
            $.36. This amount was increased to 900,000 warrants in February
            2001. Mr. Birmingham refused to accept the shares issued or a
            reduction in the warrant exercise price.

      (vi)  Edmond L. Lonergan is the beneficial owner of Corporate Architects,
            Inc., which holds 1,981,666 common shares.

                                       20
<PAGE>
                        SECURITY OWNERSHIP OF MANAGEMENT

                                                       Shares         Percent of
Title of Class      Name/Address of Owner        Beneficially Owned      Class
--------------      ---------------------        ------------------      -----

   Common           David N. DeBaene                  5,139,100          28.51%

   Common           Edmond L. Lonergan                1,981,666          10.99%

   Common           Norman J. Birmingham                932,400           5.17%

   Common           Steev Panneton                      200,000           1.11%

     (1) All percentages are calculated based upon 18,028,364 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 arrangements, 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

     Mr. DeBaene has been a lender or guarantor of funds to Open Door Online. As
of December 31, 2000 and 1999, the outstanding balances due him to lenders for
which he has guaranteed amounts are $113,000 and $498,622, including interest
expense of $4,237 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. Mr. DeBaene converted $100,000 of his debt in February
2001 for which the Company issued 3,333,333. 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.

     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.

                                       21
<PAGE>
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

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

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

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

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

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

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

   10.7*       Exclusive Recording Contract between Open Door Records, Inc. and
               Christopher O'Hara, Daniel Roselle, James Farrell, and Walter
               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.

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

   10.11*      Bowvau Distribution Agreement

   11          Computation of Net Income Per Common Share

   F-1         Auditors Opinion and Financial Statements

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

                                       22
<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: May 21, 2001                     OPEN DOOR ONLINE, INC.

                                        By: /s/ David N. DeBaene
                                            ------------------------------------
                                            David N. DeBaene
                                            CEO, 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/  Edmond L. Lonergan             Director                        May 21, 2001
----------------------------
Edmond L. Lonergan


/s/  Norman J. Birmingham           Treasurer, Director and         May 21, 2001
----------------------------        Chief Financial Officer
Norman J. Birmingham


/s/  Steev Panneton                 Secretary                       May 21, 2001
----------------------------
Steev Panneton

                                       23
<PAGE>
                             OPEN DOOR ONLINE, INC.

                              FINANCIAL STATEMENTS


                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Accountants                                           F-2

Balance Sheets - December 31, 2000 and 1999                                 F-3

Statements of Operations for the two years ended December 31, 2000          F-4

Statements of Stockholders' Equity for the two years ended
December 31, 2000                                                           F-5

Statements of Cash Flows for the two years ended December 31, 2000          F-6

Notes to Financial Statements for the two years ended December 31, 2000     F-7

                                       F-1
<PAGE>
                        Report of Independent Accountants


To The Board of Directors
Open Door Online, 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, 2000 and 1999, 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. as of
December 31, 2000 and 1999 and the results of operations  and its cash flows for
the  years  then  ended  in  conformity  with  generally   accepted   accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losing from operations
and has depleted working capital that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to thee matters are
also described in Note 1. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.


                                /s/ Marshall & Weber, CPA's, P.L.C.

Scottsdale, Arizona
May 21, 2001

                                      F-2
<PAGE>
                             Open Door Online, Inc.
                                 Balance Sheets
                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                              December 31,
                                                                  ---------------------------------
                                                                      2000                 1999
                                                                  ------------         ------------
<S>                                                               <C>                  <C>
                                     ASSETS
Current Assets
  Cash and cash equivalents                                       $         --         $     34,567
  Accounts receivable - trade                                          107,603              204,489
  Loans receivable - trade                                             105,894               30,750
  Inventory                                                              8,603
                                                                  ------------         ------------
          Current Assets                                               222,100              269,806

Property and equipment, net of accumulated
    depreciation (Note 4)                                              122,991              141,605
Master music library (Notes 1 and 3)                                10,255,005           10,255,005
                                                                  ------------         ------------
                                                                  $ 10,600,096         $ 10,666,416
                                                                  ============         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                $    417,134         $    393,952
  Payroll taxes and accrued expenses                                   230,769              113,885
  Reserve for discontinued operations (Note 2)                         500,000              500,000
  Notes payable                                                        411,711              442,200
  Current portion of long term debt                                    150,000               75,000
                                                                  ------------         ------------
          Current liabilities                                        1,709,614            1,525,037
Long term debt                                                          75,000              150,000
                                                                  ------------         ------------
          Total liabilities                                          1,784,614            1,675,037

Stockholders' Equity
  Common Stock, $0.001 par value, 50,000,000 shares
   authorized, 11,893,965 and 10,133,235 issued and
   outstanding, respectively (Note 7)                                    1,189                1,013
  Additional paid in capital                                        10,311,994            9,610,372
  Accumulated deficit                                               (1,497,701)            (620,006)
                                                                  ------------         ------------
          Total Stockholders' Equity                                 8,815,482            8,991,379
                                                                  ------------         ------------

                                                                  $ 10,600,096         $ 10,666,416
                                                                  ============         ============
</TABLE>

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

                                      F-3
<PAGE>
                             Open Door Online, Inc.
                           Statements of Operations
                    for the two years ended December 31, 2000


                                                           December 31,
                                                 ------------------------------
                                                     2000              1999
                                                 ------------       -----------
Revenue

Sales                                            $    434,200       $    46,164
                                                 ------------       -----------
                                                      434,200            46,164
Cost of sales                                         299,731             1,560
                                                 ------------       -----------
Gross profit                                          134,469            44,604

Operating Expenses
  Administrative expenses                             444,167           343,272
  Salaries and payroll taxes                          359,592           115,000
  Professional and outside services                    89,673            87,099
  Amortization and depreciation                        38,313            38,915
                                                 ------------       -----------
       Total Operating Expense                        931,745           584,286
                                                 ------------       -----------
Loss from operations                                 (797,276)         (539,682)

Other Expenses
  Interest expense                                     80,419            66,376
                                                 ------------       -----------
Loss before income taxes                             (877,695)         (606,058)

Provision (benefit) of income taxes (Note 6)               --                --
                                                 ------------       -----------
Net Loss                                         $   (877,695)      $  (606,058)
                                                 ============       ===========

Net loss per common share (Note 8)               $      (0.08)      $     (0.11)
                                                 ============       ===========

Weighted average shares outstanding                10,691,063         5,432,863
                                                 ============       ===========

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

                                      F-4
<PAGE>
                             Open Door Online, Inc.
                       Statements of Stockholders' Equity
                    for the two year ended December 31, 2000

<TABLE>
<CAPTION>
                                             Common Stock
                                       -----------------------      Paid in      Accumulated
                                         Shares        Amount       Capital        Deficit          Total
                                       ----------    ---------    -----------    -----------     ----------
<S>                                    <C>           <C>          <C>            <C>             <C>
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)     5,821,348        226,267      6,047,284

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      9,610,372       (620,006)     8,991,379
                                       ----------    ---------    -----------    -----------     ----------

Issuance of Common Stock                1,158,280          116        474,779                       474,895

Issuance of stock for services            602,400           60        226,843                       226,903

Net Income/(Loss)                                                                   (877,695)      (877,695)
                                       ----------    ---------    -----------    -----------     ----------
Balance at December 31, 2000           11,893,965    $   1,189    $10,311,994    $(1,497,701)    $8,815,482
                                       ==========    =========    ===========    ===========     ==========
</TABLE>

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

                                      F-5
<PAGE>
                             Open Door Online, Inc.
                            Statements of Cash Flows
                    for the two years ended December 31, 2000

<TABLE>
<CAPTION>
                                                                    December 31,
                                                            ---------------------------
                                                               2000              1999
                                                            ---------         ---------
<S>                                                         <C>               <C>
Cash Flows from Operations
  Net loss                                                  $(877,695)        $(606,058)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
   Amortization and depreciation                               38,313            38,915
   Issuance of stock for services                             226,903
                                                            ---------         ---------
Changes in cash flows (used) by operating activities         (612,479)         (567,143)

Changes in operating assets and liabilities (net of
 effects from acquisition of business):
  Accounts receivable                                          96,886          (167,304)
  Loans receivable - trade                                    (75,144)          (30,750)
  Inventory                                                    (8,603)
  Prepaid expenses                                              1,477
  Other assets                                                  2,737
  Accounts payable                                             22,994           236,222
  Accrued payroll and taxes                                   116,884
                                                            ---------         ---------
         Net cash flow used by operating activities          (459,462)         (524,761)
                                                            ---------         ---------
Cash Flows from investing activities
  Acquisition of property, plant and equipment                (46,905)
                                                            ---------         ---------
         Net cash used in investing activities                (46,905)
                                                            ---------         ---------
Cash flow from financing activities
  Proceeds from issuance of debt net of repay                 442,200
  Proceeds for issuance of Common Stock                       424,895           164,000
                                                            ---------         ---------
         Net cash provided by financing activities            424,895           606,200
                                                            ---------         ---------
Net increase (decrease) in cash and cash equivalents          (34,567)           34,534

Cash at January 1,                                             34,567                33
                                                            ---------         ---------
Cash at end of period                                       $       0         $  34,567
                                                            =========         =========
</TABLE>

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

                                      F-6
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2000


NOTE 1 - ORGANIZATION

     Open Door Records, Inc. ("Open Door") was incorporated in the state of
Rhode Island on November 20, 1997.

MANAGEMENT PLANS

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had limited operations in
2000, had losses of $877,695 and $606,058 for the years ended December 31, 2000
and 1999, respectively, and has limited working capital reserves. The Company
expects to face many operating and industry challenges and will be doing
business in a highly competitive industry.

     Capital reserves at December 31, 2000 were essentially depleted. As a
result, the Company has severely restricted operations. The Company is trying to
raise additional working capital through various debt and equity arrangements.
If sufficient funds can not be obtained or satisfactory joint venture
arrangements made the Company will probably not be able to continue as a going
concern. The additional funds will allow us to fund operations at the current
level until April 30, at which time we will need to raise additional capital.

NOTE 2 - MERGER AND DISCONTINUED OPERATIONS

     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
average closing bid price including June 17, 1999, the date of the transaction
and the two trading days immediately before and after the transaction date of
$3.78 on a post reverse basis. The shareholders of Genesis Media Group retained
1,277,626 common shares and 1,181,665 were issued as expenses of the
transaction. 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. A summary of assets and liabilities
acquired, at established fair market value was as follows:

                                      F-7
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2000


     Assets - Music Library                                   $ 10,255,005
                                                              ------------
          Total Assets                                        $ 10,255,005

     Acquisition fees                                             (120,000)
     Current liabilities assumed                                  (688,885)
     Long-term liabilities assumed                                (150,000)
                                                              ------------
     Fair market value of Genesis                             $  9,296,120
                                                              ============

     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.

                                                               December 31
     Pro Forma (unaudited)                                        1999
                                                               -----------

     Revenue                                                   $    99,264
     Cost of good sold                                               7,060
                                                               -----------
          Gross profit                                              92,204

     Expenses
       Selling, general and administrative                      (1,369,517)
       Interest expense                                            (76,765)
                                                               -----------
     Loss from operations                                      $(1,353,967)
                                                               ===========

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

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

     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, close the operations and allow for
contingencies.

                                      F-8
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2000


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 has
various distribution contracts for recorded music from which the majority of its
revenue is derived.

REVENUE RECOGNITION

     Revenue is generally recognized upon shipment to the customer or upon
completion of the services and is fully earned. Through December 31, 2000, the
majority of the revenue was derived from the distribution of recorded music. In
the year ended 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.

                                      F-9
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2000


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

     The financial statements have been prepared in accordance with generally
accepted accounting principles and necessarily include amounts based on
estimates and assumptions by management. Actual results could differ from those
amounts. Significant estimates include amounts for litigation, royalties
inventory and accounts receivable exposure.

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.

NOTE 4 - PROPERTY AND EQUIPMENT

     Depreciation and amortization for the years ended December 31, 2000 and
1999 were $38,313, and $38,915, respectively.

Property plant and equipment consist of the following:

                                                              December 31,
                                                        -----------------------
                                                           2000          1999
                                                        ---------     ---------
     Production equipment                               $ 146,380     $ 144,251
     Office equipment, furniture and fixtures              51,555        33,985
     Leasehold improvements                                13,605        13,605
                                                        ---------     ---------
                                                          211,540       191,841
     Less accumulated depreciation and amortization       (88,549)      (51,236)
                                                        ---------     ---------
                                                        $ 122,991     $ 141,605
                                                        =========     =========

NOTE 5 - RELATED PARTY SHORT TERM DEBT

     Short-term debt is due to the president of the Company and others 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, 2000 and 1999 were
$474,707 and $332,200, respectively. The ending balances at December 31, 2000
and 1999 were $411,711, and $442,200, respectively. Interest expense for the
periods was $80,431 and $ 66,376, respectively. In February 2001 the Company
granted 7,700 to an employee.

                                      F-10
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2000


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,
                                                     --------------------------
                                                       2000             1999
                                                     ---------        ---------
     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             350,000          242,000
                                                     ---------        ---------
     Tax effects of carryforwards
       Tax effects of future taxable differences
        and carryforwards                              350,000          804,000
     Less deferred tax asset valuation allowance      (350,000)        (804,000)
                                                     ---------        ---------
     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 of approximately
$1,500,000 expire over the next 20 years, the majority of which expire in 2019
and 2020. 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-11
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2000


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. 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 11,893,965 and 10,133,285
shares December 31, 2000 and 1999, 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, 2000, the weighted
average number of shares used to compute the earnings per share was 11,155,000.
The weighted average shares used to compute 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.

                                      F-12