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, 2001
                                    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                                      05-0507504
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

               46 OLD FLAT RIVER ROAD COVENTRY, RHODE ISLAND 02816
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (401) 397-2659

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. [ ].

     Issuer's revenues for the 12 months ended December 31, 2001: $ (32,243)

     The aggregate market value of the voting and non-voting common equity of
the registrant held by non-affiliates of the registrant at May 15, 2002 was
approximately $279,856 based upon the closing sale price of $0.05 for the
Registrant's Common Stock, $.0001 par value, as reported by the National
Association of Securities Dealers OTC on May 15, 2002.

     As of May 15, 2002 the registrant had 34,167,943 shares of Common Stock,
$.0001 par value, issued with 21,842,943 outstanding.
<PAGE>
                             OPEN DOOR ONLINE, INC.

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001


                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                     PART I

Item 1.    Business                                                            3

Item 2.    Properties                                                          6

Item 3.    Legal Proceedings                                                   7

Item 4.    Submission of Matters to Vote of Securities Holders                 8

                                     PART II

Item 5.    Market for the Registrant's Common Stock and Related
             Security Holder Matters                                           8
Item 6.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                        11
Item 7.    Financial Statements                                               14
Item 8.    Changes in and Disagreements with Accountants on Accounting
             And Financial Disclosure                                         14

                                    PART III

Item 9.    Directors, Executive Officers, Promoters, and Control
             Persons; Compliance with Section 16(a) of Exchange Act           15
Item 10.   Executive Compensation                                             16
Item 11.   Security Ownership of Certain Beneficial Owners and
             Management                                                       17
Item 12.   Certain Relationships and Related Transactions                     19

                                     PART IV

Item 13.   Exhibit List and Reports on Form 8-K                               19

                                       2
<PAGE>
                                     PART I

ITEM 1.   BUSINESS

     RECENT DEVELOPMENTS

     In March 2002, the Company completed the acquisition of Anderson Associates
Entertainment Group in the first of several expected acquisitions. This
acquisition will provide concert promotion and new artist development
opportunities immediately.

     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.

     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.

     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 has provided traditional sales of
recording of artists under distribution contracts and other prerecorded music
and recording operations. The Board of Directors has embarked on a search for
the acquisition of various businesses in the entertainment industry. The Company
is searching for active, profitable, positive cash flow opportunities with
seasoned management in place. The Company wishes to broaden its base of business
to include recording studios, artist development and marketing, concert
promotion, entertainment video production and distribution and marketing of
various entertainment associated products.

                                       3
<PAGE>
     PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

     Open Door Records, Inc. produces, records and markets pre-recorded music
for sales worldwide. The operation distributes material for various artists and
some of the artists it provided recording services to. During calendar year 2001
the business embarked on a re-organization after the departure in January of the
Chief Operating Officer and prior resignation of the head of recording
operations. Subsequent legal actions proffered against the Chief Executive
Officer and later the Board of Directors and Company hampered our ability to do
business but not our restructuring effort.

     COMPETITIVE BUSINESS CONDITIONS

     With respect to recorded music sales, Open Door Music sells products
through a distribution contract to numerous retailers, including traditional
music retail stores, chains and mega-stores, mass merchandisers, consumer
electronics stores and music clubs.

     The US record industry grew to have in excess of fourteen billion dollars
as acknowledged in various industry reports. 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 in excess of 13.3% of the total
market while the Internet provided 17.3% of sales in 2000.

     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. The
industry expects independent record labels to increase their share of the market
by more than 10% over the next seven years. These five labels' current market
share is approximately 74%. 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.

     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. 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 review sites that market our materials. Sales through our
distribution system to conventional music retailers are currently the primary
source of our retail sales and with their projected decline in market share
become less of a dependency factor as we will compete directly with their
marketing efforts. Any adverse economic factors will likely impact the industry
as a whole.

                                       4
<PAGE>
     PROBABLE GOVERNMENTAL APPROVAL AND REGULATION

     We are unaware of any existing governmental regulations of our business 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. If the 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 held 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.

     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 who has entered into an employment
agreement with certain terms of service.

     Resignation of employees 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.

                                       5
<PAGE>
     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

     The Company currently has one key Consultant providing accounting and
business management services. Other Consultants are will be added during the
second quarter of fiscal 2002 with the implementation of various re-organization
elements.

     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 monthly rental arrangement
to rent approximately 600 sq ft of office space at 46 Old Flat River Rd.,
Coventry, RI. This office houses the Company headquarters. The monthly rental is
$600 per month.

     All prior leased space was relinquished during fiscal year 2001.

     Equipment. Open Door Online currently owns approximately $135,000 of
equipment used in conjunction with its recording and production studio. Certain
recording equipment was illegally removed from the Company's possession and has
not been returned although a court order requiring its return has been issued.

     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

                                       6
<PAGE>
consideration of production and distribution costs. We are actively seeking
strategic partners to utilize and distribute compilations of these recordings.

     The Company released its first compilation, The Best of the Best, A Time
Remembered that was marketed in December 2001. Other compilations are expected
to be released in fiscal 2002.

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. The reserve has been offset by known judgments concluded in 2001
totaling $86,486.

     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 $115,500 plus fee's, costs and interest.

     There are seven 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 2002in the aggregate will
cause the reserve to be exceeded.

     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 nine suits that have either reached a judgment
phase or are pending in courts. All suits have arisen in the normal course of
operations and are a direct result of the lack of cash flow available to pay
operational debts or repay loans previously made to the Company. All amounts for
these suits have been previously expensed as they occurred except for legal
fees, related 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 filed 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. In an attempt to continue their takeover
efforts the original plaintiffs filed suit in the United States District Court
in New Jersey adding additional plaintiffs and the Company as a defendant. This
suit was also dismissed, with prejudice, for lack of jurisdiction. 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 Board of Directors gave the President the authority to
file an action against these parties to recover the damages caused by their
actions and breach of fiduciary responsibility.

                                       7
<PAGE>
     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.

     In May 2001, the Company brought suit against Camille Barbone the Superior
Court of Rhode Island for breach of fiduciary duty and various other complaints.
The suit was answered after a delay but brought none of the counter claims that
were originally claimed in her suit against the Company meaning that they may
not ever be brought again against the defendants of either suit. Ms. Barbone and
Mr. Carley are currently seeking to settle the case.

ITEM 4. SUBMISSION OF MATTERS

     None.

                                     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 fiscal year 2001 and June 2000 and
prior months in fiscal year 2000 from the OTC Pink Sheets.

                                    Bid Prices                 Ask Prices
                                 ---------------             --------------
                                 High        Low             High       Low
                                 ----        ---             ----       ---
Open Door Online, Inc.
2001
January 1 - January 31           .25         .17             .30        .20
February 1 - February 29         .17         .08             .16        .05
March 1 - March 31               .14         .06             .08        .05
April 1 - April 30               .13         .10             .10        .08
May 1 - May 31                   .10         .10             .10        .10
June 1 - June 30                 .13         .07             .10        .07
July 1 - July 31                 .13         .08             .10        .08
August 1 - August 31             .16         .14             .12        .08
September 1 - September 30       .24         .20             .17        .12
October 1 - October 31           .17         .14             .15        .10
November 1 - November 30         .18         .18             .15        .10
December 1 - December 31         .13         .09             .09        .09

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

                                       8
<PAGE>
     The above quotations are inter-dealer quotations, and the actual retail
transactions may involve dealer retail markups, markdowns, or commissions for
market makers of Open Door Online's stock. The prices quoted are based on the
then stock outstanding and has not been adjusted for mergers, exchanges, splits
or reverse splits. There can be no assurance the Common Stock will be accepted
for trading on an active public market. In addition, the shares of Common Stock
are subject to various governmental or regulatory body rules, which affect the
liquidity of the shares.

     As of May 15, 2002, except for 5,597,114 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.

(b) HOLDERS

     As of May 15, 2002, there were approximately 276 registered holders of
free-trading shares and 99 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

     On January 4, 2000, we became a reporting company, subject to the reporting
requirements set forth under the 1934 Securities Exchange Act. We have filed all
required Forms 10-KSB, 10-QSB, 8-K and Schedules 13D along with appropriate
proxy materials for the annual meeting in fiscal 2001. 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.

                                       9
<PAGE>
     We believe that the following officers or former officers are delinquent in
certain filings described below. We have undertaken steps to insure the filing
of these documents within 5 days of the filing of this Form 10KSB.

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

     David N. DeBaene failure to file Form 4 for the month of February 2001 plus
February and March 2002.

     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).

2. RECENT SALES OF UNREGISTERED SECURITIES

     On September 13, 2001, Open Door Online, Inc. issued 3,730, 883 restricted
common shares for the payment of debt. These shares were issued with reliance on
an exemption from registration requirements provided in Section 4(2) of the
Securities Act of 1933.

     In June 2001, the Company issued 888,381restricted common shares in lieu of
cash to certain note holders who had submitted conversion notices. These shares
were issued with reliance on an exemption from registration requirements
provided in Section 4(2) of the Securities Act of 1933.

     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.

                                       10
<PAGE>
     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.

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, 2001 and for the year
ended December 31, 2000, respectively, and the related notes to each statement
appearing elsewhere in this Form 10-KSB. In addition to historical information,
the following discussion and other parts of this Form 10-KSB contain
forward-looking information that involves risks and uncertainties. Actual
results could differ materially from those anticipated by this forward-looking
information due to factors discussed in other sections of this Form 10-KSB.

     SIGNIFICANT ACCOUNTING POLICIES

     REVENUE

     We have adopted revenue recognition procedures in accordance with SEC Staff
accounting Bulletin No. 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

                                       11
<PAGE>
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, 2001 and 2000.

                                             December 31,           December 31,
                                                 2001                   2000
                                                 ----                   ----
Summary of Operations
Net Revenues                                 $    (32,243)         $    434,200

Cost of Sales                                           0               299,731
Gross Profit                                      (32,243)              134,469
Operating Expenses                                620,136               931,745
Net Profit (Loss)                                (652,379)             (877,695)
Summary Balance Sheet Data
Total Assets                                 $ 10,501,696          $ 10,600,096
Total Liabilities                               1,917,604             1,784,614
Shareholder's Equity                            8,584,092             8,815,482

     2001

     Open Door Online, Inc. has chosen to shift its focus to become a holding
company for existing entertainment operations that operate as wholly owned
subsidiaries. These subsidiaries are to be in recording, artist development
concert promotion and additional marketing of entertainment related products.

     Several contacts have been made with reputable entertainment industry
managers that will allow the Company to acquire operations to meet its newly
defined business model. Financing for various acquisitions and promotions is
currently being sought. While there is no guarantee that the financing will be
secured, management is confident that with the recovering economy financing
opportunities will be more readily available.

     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. The
President of the Company is negotiating strategic alliances to market the music
library utilizing certain advertising media and distribution agreements. The
licensing and royalty rights are currently being researched and releases sought

                                       12
<PAGE>
for the production and distribution of compilations on approximately 6% of the
music library.

     RESULTS OF OPERATIONS

     SALES

     From inception to December 31, 2001, 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. Sales decreased to $(32,243) as a
result of product returns at December 31, 2001 from $434,200 the period ended
December 31, 2000. Limited new shipments of product were made during 2001 and
were surpassed by returns of previously shipped products. The majority of the
sales in 2000 were 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 $0 down $23,000 from fiscal 2000's revenue.

     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, 2001 were $0 down
from $299,731 from the year ending December 31, 2000.

     Cost of Sales for the year ended December 31, 2001 for Open Door Online,
Inc. did not exist as all cost of product returned is subject to recovery from
the artist and not a function of inventory. 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 $10,632 were incurred for the year ended December 31, 2001 a
decrease of 61.8% over the $27,806 expended in the prior year ended December 31,
2000. This decrease was directly relational to the lack of promotional expenses
for marketing new artists.

     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 $5,000 to
the expenses for the year ended December 31, 2001 compared with $69,259 for the
year ended December 31, 2000. The decrease is attributable to lack of new
artists and marketing.

     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 $533,547 for the year ended December 31,
2001 compared to $798,928 for the year ended December 31, 2000. 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 2001 continuing a trend that began 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. Legal fees increased
approximately $194,000 in fiscal 2001.

                                       13
<PAGE>
     DEPRECIATION EXPENSE

     Depreciation and amortization expenses increased to $70,957 from $38,313 in
the years ended December 31, 2001 and December 31, 2000, respectively. The
increase was attributed to the write off of obsolete items and the remaining
leasehold improvements plus the complete write off of the web site development
that was not used in 2001.

     INTEREST EXPENSE

     Net interest expense for the year ended December 31, 2001 was $40,212.
Comparable interest costs for the year ended 2000 were $80,431. This decrease
was caused by the reduction of notes payable that converted to stock during
2001.

     LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2001 we had $0. Bills were being paid on as needed basis
with funds borrowed by the Company up to the required amount for payment.
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, 2001 we borrowed $84,176. During the period ended December
31, 2000 we raised $248,331 through issuance of notes. 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

     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 2002 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 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.

                                       14
<PAGE>
                                    PART III

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

     As of May 15, 2002, 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       43   President, Chief Executive Officer and Director

     Edmond L. Lonergan     55   Director

     Norman J. Birmingham   47   Treasurer, Chief Financial Officer and Director

     Steev Panneton         43   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
American. He was self-employed from July 1996 to May 1998, as a business
consultant. Mr. Lonergan has owned and operated Corporate Architects, Inc., a
merger and acquisition consulting business specializing in reverse mergers of
private companies into inactive public companies, since May 1998. Mr. Lonergan
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 is currently the President of American Commerce
Solutions, Inc. (OTCBB: AACS) having been selected for the position in March
2002. He 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. f/k/a JD American Workwear, Inc. a director, treasurer and Chief
Financial Officer from January 2000 to April 2001. 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

                                       15
<PAGE>
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.

     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, Mr. DeBaene 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 terminated his 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 Open Door Records, Inc.,
and Open Door Online, Inc. during 2001 was as follows:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               Long Term Compensation

                                            Annual Compensation                  Awards         Payouts
                                     ---------------------------------  ----------------------  -------
                  (a)         (b)       (c)         (d)        (e)          (f)        (g)         (h)         (i)

                                                             Other      Restricted  Securities                 All
              Name and                                       Annual        Stock    Underlying    LTIP         Other
              Principal                                      Compensa-    Award(s)   Options/    Payouts   Compensation
              Position     Year      Salary($)   Bonus ($)   tion ($)       ($)      SARs (#)      ($)          ($)
              --------     ----      ---------   ---------   --------       ---      --------      ---          ---
<S>           <C>          <C>       <C>         <C>         <C>          <C>        <C>         <C>         <C>
CEO and       David N.     2001      $110,083    $ - 0 -     $ - 0 -      $ - 0 -    $ - 0 -     $ - 0 -     $ - 0 -
President     DeBaene      2000      $ 24,574
</TABLE>

     DEFERRED SALARY

     Mr. DeBaene has deferred $47,500 of his 2001 salary. All the value received
in 2001 was from the acceptance of 870,315 shares of common stock.

                                       16
<PAGE>
     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

<TABLE>
<CAPTION>
                                                                    Shares
                                                                 Beneficially       Percent of
     Title of Class         Name/Address of Owner                   Owned             Class
     --------------         ---------------------                   -----             -----
<S>                    <C>                                         <C>                <C>
     Common            David N. DeBaene                            5,658,415          25.91%
                       46 Old Flat River Road
                       Coventry, Rhode Island (D)

     Common            Norman J. Birmingham                          500,000           1.51%
                       46 Old Flat River Rd.
                       Coventry, RI 02813 (D)

     Common            Steev Panneton                                200,000           2.29%
                       46 Old Flat River Rd.
                       Coventry, RI 02813 (D)

     Common            Edmond L. Lonergan                          1,981,666           9.07%
                       46 Old Flat River Rd.
                       Coventry, RI 02813 (D)
</TABLE>

                                17
<PAGE>
<TABLE>
<CAPTION>
<S>                    <C>                                         <C>                <C>
     Common            DJS Investors (iv)                          1,905,000           8.72%
                       275 Crescent St.
                       West Bridgewater, MA 02379

     Common            All Officers and Directors over 5% per     10,445,081          47.82%
                       Individual

     Common            All Officers and Directors                  8,540,081          38.78%
</TABLE>

Notes:    (D)   Officer and/or Director of the Company

          (i)   All Percentages are calculated based upon 34,167,943 shares
                outstanding as of the date of the filing of this Form 10-KSB.

          (ii)  As of May 155, 2002, we had 5,597,114 free trading shares
                outstanding and 16,245,829 restricted shares outstanding for a
                total of 21,842,943 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)   Edmond L. Lonergan is the beneficial owner of Corporate
                Architects, Inc., which holds 1,981,666 common shares.

     SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>
<CAPTION>
                                                       Shares
                                                    Beneficially    Percent of
     Title of Class    Name/Address of Owner            Owned          Class
     --------------    ---------------------            -----          ------
<S>                    <C>                            <C>              <C>
     Common            David N. DeBaene               5,658,415        25.91%

     Common            Edmond L. Lonergan             1,981,666         9.07%

     Common            Norman J. Birmingham             500,000         1.51%

     Common            Steev Panneton                   400,000         2.29%
</TABLE>

     (1) All percentages are calculated based upon 21, 842,943 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

                                       18
<PAGE>
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, 2001 and 2000, the outstanding balances due him to lenders for
which he has guaranteed amounts are $41,949 and $113,000, including interest
expense of $2,927 and $4,237, 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. 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.

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

F-1       Auditors Opinion and Financial Statements

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

                                       19
<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 20, 2002                     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 20, 2002

/s/ Norman J. Birmingham        Treasurer , Director and            May 20, 2002
                                  Chief Financial Officer

/s/ Steev Panneton              Secretary                           May 20, 2002

                                       20
<PAGE>
                         PART F/S FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

OPEN DOOR ONLINE, INC.:

Report of Independent Accountants

Balance Sheets - December 31, 2001 and 2000

Statements of Operations for the two years ended December 31, 2001

Statements of Stockholders' Equity for the two years ended December 31, 2001

Statements of Cash Flows for the two years ended December 31, 2001

Notes to Financial Statements for the two years ended December 31, 2001

                                       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, 2001 and 2000, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit 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, 2001 and 2000 and the results of operations and its cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company 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 the matters are
also described in Note 1. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.


                                             James C. Marshall, CPA, P.C.

Scottsdale, Arizona
May 20, 2002

                                       F-2
<PAGE>
                             Open Door Online, Inc.
                                 Balance Sheets
                           December 31, 2001 and 2000

                                     ASSETS

                                                            December 31,
                                                   ----------------------------
                                                       2001            2000
                                                   ------------    ------------
Current Assets
  Cash and cash equivalents                        $         --    $         --
  Accounts receivable - trade                            66,650         107,603
    Loans receivable - trade                            110,159         105,894
    Inventory                                             9,848           8,603
                                                   ------------    ------------
        Current Assets                                  186,657         221,100

Property and equipment, net of accumulated
  depreciation (Note 4)                                  60,034         122,991
Master music library (Notes 1 and 3)                 10,255,005      10,255,005
                                                   ------------    ------------
                                                   $ 10,501,696    $ 10,600,096
                                                   ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable                               $    401,422    $    417,134
    Payroll taxes and accrued expenses                  579,427         230,769
    Reserve for discontinued operations (Note 2)        413,514         500,000
    Judgments payable                                   110,596
    Notes payable                                       262,645         411,711
    Current portion of long term debt                   150,000         150,000
                                                   ------------    ------------
        Current liabilities                           1,917,604       1,709,614
Long term debt                                                           75,000
                                                   ------------    ------------
        Total liabilities                             1,917,604       1,784,614

Stockholders' Equity
  Common Stock, $0.001 par value,
    50,000,000 shares authorized, 18,898,628
    and 11,893,965 issued and outstanding,
    respectively (Note 7)                                 1,890           1,189
    Additional paid in capital                       10,732,283      10,311,994
    Accumulated deficit                              (2,150,081)     (1,497,701)
                                                   ------------    ------------
        Total Stockholders' Equity                    8,584,092       8,815,482
                                                   ------------    ------------
                                                   $ 10,501,696    $ 10,600,096
                                                   ============    ============

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, 2001

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

Sales                                              $    (32,243)   $    434,200
                                                   ------------    ------------
                                                        (32,243)        434,200
Cost of sales                                                           299,731
                                                   ------------    ------------
Gross profit                                            (32,243)        134,469

Operating Expenses
  Administrative expenses                               119,555         444,167
  Salaries and payroll taxes                             95,000         359,592
  Professional and outside services                     294,412          89,673
  Amortization and depreciation                          70,957          38,313
                                                   ------------    ------------
     Total Operating Expense                            579,924         931,745
                                                   ------------    ------------
Loss from operations                                   (612,167)       (797,276)
Other Expenses
   Interest expense                                      40,212          80,419
                                                   ------------    ------------
Loss before income taxes                               (652,379)       (877,695)

Provision (benefit) of income taxes (Note 6)                 --              --
                                                   ------------    ------------
 Net Loss                                          $   (652,379)   $   (877,695)
                                                   ============    ============

Net loss per common share (Note 8)                 $      (0.04)   $      (0.08)
                                                   ============    ============

Weighted average shares outstanding                  17,020,217      10,691,063
                                                   ============    ============

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, 2001

<TABLE>
<CAPTION>
                                        Common Stock
                                 -------------------------     Paid in     Accumulated
                                    Shares        Amount       Capital       Deficit         Total
                                 -----------   -----------   -----------   -----------    -----------
<S>                               <C>                <C>       <C>            <C>           <C>
Balance at January 1, 2000        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
                                 -----------   -----------   -----------   -----------    -----------
Issuance of Common Stock           5,337,663           534       370,445                      370,979

Issuance of stock for services     1,667,000           167        49,843                       50,010

Net Income/(Loss)                                                             (652,379)      (652,379)
                                 -----------   -----------   -----------   -----------    -----------
Balance at December 31, 2001      18,898,628   $     1,890   $10,732,282   $(2,150,080)   $ 8,584,092
                                 ===========   ===========   ===========   ===========    ===========
</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, 2001

                                                              December 31,
                                                         ----------------------
                                                            2001         2000
                                                         ---------    ---------
Cash Flows from Operations
     Net loss                                            $(652,379)   $(877,695)

  Adjustments to reconcile net loss to net cash
    used by operating activities:

  Amortization and depreciation                             70,957       38,313
  Issuance of stock for services                            50,010      226,903
                                                         ---------    ---------
Changes in cash flows (used) by operating activities      (531,412)    (612,479)

Changesin operating assets and liabilities (net
  of effects from acquisition of business):
  Accounts receivable                                       40,953       96,886
  Loans receivable - trade                                  (4,265)     (75,144)
  Inventory                                                 (1,245)      (8,603)
  Accounts payable                                         (15,712)      22,994
  Accrued payroll, taxes                                   348,658      116,884
                                                         ---------    ---------
    Net cash flow used by operating activities             368,389     (459,462)
                                                         ---------    ---------
Cash Flows from investing activities
  Acquisition of property, plant and equipment
                                                         ---------    ---------
    Net cash used in investing activities
                                                         ---------    ---------
Cash flow from financing activities
    Proceeds from issuance of debt net of repay            163,023
    Proceeds for issuance of Common Stock                               424,895
                                                         ---------    ---------
    Net cash provided by financing activities              163,023      424,895
                                                         ---------    ---------
Net increase (decrease) in cash and cash equivalents             0      (34,567)

Cash at January 1,                                               0       34,567
                                                         ---------    ---------
Cash at end of period                                    $       0    $       0
                                                         =========    =========

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, 2001


Note 1 - Organization

     Open Door Records, Inc. ("Open Door") was incorporated in the state of
Rhode Island on November 20, 1997. As the surviving entity from a merger with
Genesis Media Group, Inc. in June 1999, Open Door Online, Inc. is a New Jersey
corporation formed on June 20, 1987.

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
2001, had losses of $652,379 and $877,695 for the years ended December 31, 2001
and 2000, respectively, and has a deficit working capital. 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, 2001 were essentially depleted. As a
result, the Company has severely restricted operations. The Company is trying to
raise 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
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 - 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

     To date the Company to date has derived revenue from the promotion,
production and studio recording services to music artists. The Company had
various distribution contracts for recorded music from which the majority of its
revenue was 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, 2001, the
revenue was non-existent from the distribution of recorded music. In the year
ended December 31, 2000 substantially all of the revenue is derived from the
sale of recorded music.

                                       F-7
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2001


Note 2 - Summary of Significant Accounting Policies

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.

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.

IMPAIRMENT

     The Company has adopted SFAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of" which requires
that long-lived assets to be held and used be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

                                       F-8
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2001

Note 2 - Summary of Significant Accounting Policies

NEW TECHNICAL PRONOUNCEMENTS

     In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. This statement establishes accounting and reporting standards for
goodwill and intangibles for years commencing after December 15, 2001. Whether
already acquired or subsequently acquired after the effective date, companies
are required to identify intangibles with finite lives and those with indefinite
lives. Those intangibles with finite lives are to be amortized over the
estimated useful lives of the assets while those with indefinite lives are not
to be amortized. Each intangible or goodwill asset should be analyzed at least
annually for impairment where the carrying value is in excess of the fair value
of the intangibles and in excess of the implied fair value in the case of
goodwill assets. The asset's carrying value is to be reduced by a charge to
income if the fair value is lower than the carrying value. The Company has not
determined the effect if this new standard.

Note 3 - Property and Equipment

     Depreciation and amortization for the years ended December 31, 2001 and
2000 were $70,957, and $38,313, respectively.

Property plant and equipment consist of the following:

                                                             December 31,
                                                          2001           2000
                                                       ---------      ---------
Production equipment                                   $ 132,305      $ 146,380
Office equipment, furniture and fixtures                  10,375         51,555
Leasehold improvements                                                   13,605
                                                       ---------      ---------
                                                         142,680        211,540
Less accumulated depreciation and amortization           (82,646)       (88,549)
                                                       ---------      ---------
                                                       $  60,034      $ 122,991
                                                       =========      =========

Note 4 - 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. Advances during the years
ended December 31, 2001 and 2000 were $64,650 and $474,707, respectively. The
ending balances at December 31, 2001 and 2000 were $394,950, and $411,711,
respectively. Interest expense for the periods was $40,212 and $ 80,431,
respectively.

                                       F-9
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2001

Note 5 - Income Taxes

     The tax-free exchange with Genesis creates a difference in the basis of the
assets between tax basis and accounting basis. At December 31, 2001, the tax
basis of the assets is approximately $1,902,000 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:

<TABLE>
<CAPTION>
                                                               December 31,
                                                           2001             2000
                                                       -----------      -----------
<S>                                                    <C>              <C>
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                  280,000          792,000
                                                       -----------      -----------
Tax effects of carryforwards
  Tax effects of future taxable differences and
    carryforwards                                          280,000
                                                                          1,154,000
Less deferred tax asset valuation allowance               (280,000)      (1,154,000)
                                                       -----------      -----------
Net deferred tax asset                                 $        --      $        --
                                                       ===========      ===========
</TABLE>

     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
$2,100,000 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-10
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                    for the two years ended December 31, 2001


Note 6 - Common Stock

     The outstanding stock of the Company was 18,898,628 and 11,893,965 shares
December 31, 2001 and 2000, respectively.

Note 7 - 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, 2001 and 2000, the
weighted average number of shares used to compute the earnings per share was
17,020,217 and 10,691,063.

Note 8 - Contingencies

     Per agreements with certain consultants restricted common shares were to be
issued pursuant to their agreements. The number of common shares to be issued
per these agreements is 1,150,000 and is to be earned over a two-year period on
a vesting schedule. No current charges have been taken for these shares that are
required to be issued.

     The Company is party to various litigation matters for which the Company
believes adequate provision for costs and settlements have been provided.

                                      F-11