UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A-2

(Mark One)

|X| ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934


                   For the fiscal year ended December 31, 2007

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


                        Commission File Number: 033-34078-A

                          GENESIS COMPANIES GROUP, INC.
                          -----------------------------
      (Exact name of small business issuer as specified in its Chapter)

        Delaware                                             72-1175963
        --------                                             ----------
(State or other jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                   Identification Number)

               255 S. Leland Norton Way, San Bernardino, CA 92408
               --------------------------------------------------
                    (Address of principal executive offices)

                                  909-522-4414
                                  ------------
                           (Issuer's telephone number)

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                        Common Stock, $0.00001 Par Value
                                (Title of Class)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period 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  filers in response to Item 405 of
Regulation S-B contained in this form, 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. [ ]


<PAGE>




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

YES [ ] No [X]

The Registrant's revenues for its fiscal year ended December 31, 2007 were $0.

As of July  16,  2008,  there  were  15,242,000  shares  outstanding,  of  which
2,742,000 shares were held by  non-affiliates.  The Registrant's  shares are not
publicly traded at this time.

Transitional Small Business Disclosure Format (check one): YES[ ] NO[X]


Explanatory Note

This Form  10KSB/A  (the  "Amendment")  amends are Form 10KSB for the year ended
December 31, 2007,  which was filed with the Securities  Exchange  Commission on
July 17, 2008 (the "original Filing").  We are filing this Form 10KSB/A to amend
Item 8A "Controls and Procedures."


<PAGE>






                          GENESIS COMPANIES GROUP, INC.
                        2007 ANNUAL REPORT ON FORM 10-KSB

TABLE OF CONTENTS                                                   PAGE

PART I

Item 1. Description of Business                                         1

Item 2. Description of Property                                         9

Item 3. Legal Proceedings                                               10

Item 4. Submission of Matters to a Vote of Security Holders.            10

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.       10

Item 6. Management's Discussion and Analysis or Plan of Operation.      10

Item 7. Financial Statements.                                           14

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure.                                           14

Item 8A.    Controls and Procedures                                     14

Item 8A(T). Controls and Procedures.                                    15

Item 8B.    Other Information.                                          15

PART II

Item 9. Directors,  Executive Officers, Promoters, Control Persons and
            Corporate Governance; Compliance With Section 16(a)
            of the Exchange Act.                                        16

Item 10.  Executive Compensation.                                       17

Item 11. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters.                    19

Item 12.  Certain Relationship and Related Transactions, and Director
          Independence.                                                 21

Item 13.  Exhibits.                                                     21

Item 14.  Principal Accountant Fees and Services.                       21


Signatures                                                              23



<PAGE>







This annual report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  These statements relate to future
events or our future  financial  performance.  In some cases,  you can  identify
forward-looking  statements  by  terminology  such as "may,"  "will,"  "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue," or the negative of these terms or other  comparable
terminology.  These  statements are only  predictions  and may involve known and
unknown  risks,  uncertainties  and other  factors,  including  the risks in the
section  entitled "Risk  Factors,"  that may cause our or our industry's  actual
results,  level  of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  Except as required by applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.

                                     PART I

Item 1.  Description of Business

General Overview

Genesis Companies Group, Inc. ("the Company") was incorporated under the laws of
the State of Delaware on December 22,  1988,  for the purpose of engaging in any
lawful  activity.  From the date of inception to March 15, 2006, the Company had
minimal operating activities.  During this time, the Company did issue 4,500,000
shares of restricted  common stock to the  Company's  original  shareholders  in
exchange  for cash of  $13,500.  As such,  the  Company was defined as a "shell"
company, whose sole purpose at the time was to locate and consummate a merger or
acquisition with a private entity.

On March 15, 2006, the Company  appointed new management.  Mr. Daniel Medina and
Mr. Madhava Rao Mankal were appointed as the Chief  Executive  Officer and Chief
Financial Officer,  respectively.  At the same time,  Messrs.  Medina and Mankal
were  appointed to the  Company's  Board of Directors.  In  connection  with the
changes in  management,  4,500,000  shares of common  stock held by the original
stockholders  of the  Company  were  transferred  to Messrs.  Daniel  Medina and
Madhava Rao Mankal of Medina International Holdings, Inc. ("Medina") in exchange
for their shares of Medina.  Of the  4,500,000  common  shares,  500,000  common
shares were then transferred to Medina in exchange for 50,000  restricted common
shares of Medina, valued at $25,000.

On July  28,2006,  management  decided to acquire a "300  Watts  Portable  Laser
De-coating  System" ("PLDS") in exchange for 30,000,000  shares of the Company's
restricted  common stock.  The Company has issued  8,950,000  common shares,  as
partial  payment on the PLDS. Upon the issuance of the title and the transfer of
ownership  of the PLDS to the  Company,  the  Company  will issue the  remaining
21,050,000 common shares to complete the transaction.

                                       1

<PAGE>




In July 2006,  the Company issued 280,000 shares of its common stock in exchange
for cash totaling  $28,000 ($0.10 per share).  The shares were offered through a
private placement memorandum.  The Company has received funds of $26,000 and has
a receivable of $2,000,at December 31, 2007.

Current Business

We are currently in the process of upgrading electronic systems and refurbishing
existing equipment in connection with implementing the PLDS.

Principal Products

The PLDS is used to strip paints and other contaminants from surfaces of various
kinds of  objects  including  surfaces  consisting  of  metals,  composites  and
concrete.  The paint  and/or  contaminants  are removed  through a process  that
incinerates the hazardous materials and toxic chemicals.  In addition,  the PLDS
can be used to strip  paint  on  delicate  parts,  such as the  landing  gear of
aircraft, without causing damage to the metal.

Sales and Marketing

While there are different uses for the PLDS,  management,  is focusing its sales
and marketing  efforts on those markets where the PLDS is used  specifically for
paint removal. These potential customers who could make use of the PLDS include:

-    the  Department  of  Defense  ("DOD"),  the  PLDS can be used by the DOD in
     de-painting not only military  aircraft,  but also other pieces of military
     equipment;

-    amusement  parks where the PLDS can be used for the  maintenance and upkeep
     of rides and other pieces of equipment; and

-    city governments can use the PLDS to not only maintain  equipment,  such as
     water towers and bridges, but can also use the PLDS to remove graffiti.

Government Regulation

The  Company's  activities  and  products  to date have not been  subject to any
governmental  regulations  that  management  believes  would have a  significant
impact on its business.  The Company  believes that it is in compliance with all
applicable regulations that apply to its business, as it is presently conducted.
The Company will produce  professional  units for a series of durability testing
in accordance with U.S. regulations.

Competition

There  are many  domestic  and  foreign  companies  of  various  sizes  who have
equipment or chemical stripping capabilities to strip paint and/or other related
coatings.  Many of these companies have had longer operating histories,  greater
financial,  sales,  marketing,  technological  resources and established  client
relationships than the Company currently possesses. At this time, the Company is
unaware of any  competitors  whose  products  are able to reach  levels of laser
de-coating  capabilities,  comparable to the Company's  abilities.  As a result,
management of the Company believes that it does not face any direct  competition
from  its  competitors.   Nonetheless,  in  the  future  the  Company  may  face
competition  as a result of  technological  innovation,  changes in both product
emphasis and applications, and from new companies entering the market place, who
may have greater capabilities or better techniques and/or technologies.

                                       2

<PAGE>



Employees

As of December  31,  2007,  the Company has no  employees.  The  officers of the
Company have agreed to allocate a portion of their time to the  operation of the
Company without compensation.

                                  RISK FACTORS

The  Company's  business  operations  are  subject  to a  number  of  risks  and
uncertainties, including, but not limited to those set forth below:

RISK FACTORS RELATED TO OUR BUSINESS

If the Company is not able to devote adequate  resources to product  development
and commercialization, it may not be able to develop its product.

The  Company's  business  strategy  is  to  manufacture  and  market  the  PLDS.
Management  believes  that  revenue  growth  and  profitability,  if  any,  will
substantially depend upon management's ability to:

            |X|      raise additional needed capital for further research and
                     development;

            |X|      complete the development of the Company's product; and

            |X|      successfully introduce and commercialize the PLDS.

Because the Company has limited  resources to devote to product  development and
commercialization,  any delay in the  development of its PLDS or reallocation of
resources to development efforts that prove unsuccessful may delay or jeopardize
the  development  of the Company.  Management  believes  that it will be able to
finance the continued  development  of the PLDS through  private  placements and
other capital  resources.  If management is unsuccessful in bringing the PLDS to
market, the Company's ability to generate revenues will be adversely affected.

The commercial  viability of the PLDS remains  largely  unproven and the Company
may not be able to attract customers.

The  commercial  viability of the PLDS is not known at this time.  If commercial
opportunities  are not realized from the sale and use of the PLDS, the Company's
ability to generate revenue will be adversely affected.  There are no assurances
that the Company will be successful  in marketing  the PLDS,  or that  customers
will  ultimately  purchase  or lease the  Company's  products.  Failure  to have
commercial  success from the sale of the PLDS will  significantly and negatively
impact the Company's financial condition.

If the PLDS does not gain market  acceptance,  it is  unlikely  that the Company
will obtain profitability.

                                       3

<PAGE>




The commercial  success of the PLDS will depend upon the adoption of the product
by  manufacturers  and consumers as an alternative  approach to paint  stripping
methods  currently  in use.  Market  acceptance  will depend upon many  factors,
including but not limited to:

     |X|  the  willingness  and ability of consumers  and  industry  partners to
          adopt a new technology;

     |X|  the  Company's  ability to convince  potential  industry  partners and
          consumers  that the PLDS is an attractive  alternative  to current and
          future technologies for paint stripping methods;

     |X|  the Company's ability to manufacture our products and provide
            services in sufficient  quantities with acceptable quality and at an
            acceptable cost; and

     |X|  the Company's  ability to place and service  sufficient  quantities of
          its products.

The  manufacturing,  use or sale of the Company's  current and proposed products
may  infringe on the patent  rights of others,  and the Company may be forced to
litigate if an intellectual property dispute arises.

If the Company infringes or are alleged to have infringed another party's patent
rights,  management  may be required to seek a license,  defend an  infringement
action or challenge the validity of the patents in court.  Patent  litigation is
costly and time  consuming.  The Company may not have  sufficient  resources  to
bring these actions to a successful  conclusion.  In addition, if the Company is
unable to obtain a license, do not successfully defend an infringement action or
are unable to have infringed patents declared invalid, the Company may:

          |X|  incur substantial monetary damages;

          |X|  encounter   significant  delays  in  marketing  our  current  and
               proposed product candidates; and

          |X|  be unable to conduct or  participate in the  manufacture,  use or
               sale of product.

Parties  making such claims may be able to obtain  injunctive  relief that could
effectively  block the Company's ability to further develop or commercialize its
current  and  proposed  product  and could  result  in the award of  substantial
damages.  Defense of any  lawsuit or  failure to obtain any such  license  could
substantially harm the Company. Litigation,  regardless of outcome, could result
in substantial cost to and a diversion of efforts by the Company.

Management is unaware of the source of the 300 Watts Portable  Laser  De-coating
System (PLDS) and the Company may be forced into  litigation  if PLDS  infringes
upon someone else's ownership.

The Company has agreed to acquire the PLDS from Mr. Joe  Ermalovich  in exchange
for  common  stock of the  Company.  Management  is unaware of the source of the
PLDS,  its owner(s),  its  inventor(s),  its valid or invalid  patents or patent
pending.  Due to high risk and  uncertainties  of the  acquired  equipment,  the
Company's  ability to manufacture,  sell, or lease the equipment may be limited.
The Company may be forced into litigation by one or more factors mentioned above
and this could result in a heavy burden on the Company's finances.

                                       4

<PAGE>




Management  devotes a small portion of their time towards the Company's business
activities and this can limit the progress of the Company's business plans.

Management  anticipates  devoting up to twenty hours per month to the  Company's
business activities.  None of the Company's officers have entered into a written
employment  agreement  with the  Company  and no one is expected to do so in the
foreseeable future. The Company's has not obtained key man life insurance on any
of our officers and directors.  Notwithstanding  the combined limited experience
and  time  commitment  of  management,  loss  of the  services  of any of  these
individuals  could adversely affect the Company's  development and likelihood of
continuing  operations.  See "PART III, Item 9. Directors,  Executive  Officers,
Promoters  and Control  Persons;  Compliance  with Section 16(a) of the Exchange
Act."

Due to  management's  commitment  to devote  small  portion of their  time,  the
Company's management may have conflicts of interest.

The Company's  officers and directors may in the future  participate in business
ventures which could be deemed to compete directly with the Company's  business.
Additional conflicts of interest and non-arms length transactions may also arise
in the future if the officers or directors are involved in the management of any
firm with which the Company transacts business.

The Company has had negative cash flows from operations.  The Company's business
operations may fail if the Company's actual cash requirements  exceed estimates,
and if the Company is not able to obtain further financing.

The  Company  has had  negative  cash  flows  from  operations.  Management  has
estimated that it will require approximately $100,000 to carry out the Company's
business  plan for the twelve  months  ending  December  31,  2007.  There is no
assurance that actual cash requirements will not exceed estimates, in which case
the Company would require  additional  financing to finance  working capital and
pay for operating expenses and capital requirements until the Company achieves a
positive cash flow.

The Company may not be able to obtain  additional  equity or debt  financing  on
acceptable  terms if and when they need it. Even if financing is  available,  it
may not be available on terms that are favorable to the Company or in sufficient
amounts to satisfy the Company's  requirements.  If the Company requires, but is
unable to obtain,  additional financing in the future, the Company may be unable
to implement the Company's current business plan and growth strategies,  respond
to  changing  business  or  economic  conditions,  withstand  adverse  operating
results, and compete effectively.

The Company has a history of losses and negative cash flows,  which is likely to
continue  unless the PLDS  gains  sufficient  market  acceptance  to  generate a
commercially viable level of sales.

Since inception  through  December 31, 2007, the Company has incurred  aggregate
net loss of $305,221 and at December 31, 2007 had a working  capital  deficit of
$125,720. There is no assurance that the Company will ever operate profitably or
will ever generate positive cash flow in the future.

The Company's proposed  operations are speculative.  The success of the proposed
plan of  operations  will depend to a great extent on the  operation,  financial
condition  and  management  of the Company.  If the Company is unable to proceed
with its business  plan due to any of the factors  mentioned  above,  management
will have to seek other mergers or acquisition.

                                       5

<PAGE>





While management  intends to seek business  combination(s)  with entities having
established  operating  histories,  there can be no assurance  that they will be
successful  in  locating  candidates  meeting  such  criteria.  In the event the
Company  was to  complete  a  business  combination,  of which  there  can be no
assurance,  the success of its operations  will be dependent upon  management of
the successor  firm or venture  partner firm and numerous  other factors  beyond
management's control.



RISKS RELATED TO THE COMPANY'S COMMON STOCK

There is currently no market for the Company's  securities,  and there can be no
assurances  that any market will ever  develop or that our common  stock will be
quoted  for  trading  and if quoted,  it is likely to be subject to  significant
price fluctuations.

Prior to the date of this  annual  report,  there  has not been any  established
trading market for the Company's  common stock, and there is currently no market
whatsoever  for our  securities.  We will  seek to have a market  maker  file an
application  with the NASD on our  behalf to quote the  shares of the  Company's
common stock on the OTC Bulletin Board ("OTCBB")  maintained by the NASD.  There
can be no  assurance  as to whether  such  market  maker's  application  will be
accepted or, if  accepted,  the prices at which the common stock will trade if a
trading market develops, of which there can be no assurance.  The Company is not
permitted to file such  application  on its own behalf.  If the  application  is
accepted,  the Company cannot  predict the extent to which investor  interest in
the Company will lead to the  development of an active,  liquid trading  market.
Active  trading  markets  generally  result in lower price  volatility  and more
efficient execution of buy and sell orders for investors.

In addition, the common stock is unlikely to be followed by any market analysts,
and there may be few institutions  acting as market makers for the common stock.
Either of these factors could  adversely  affect the liquidity and trading price
of the  Company's  common  stock.  Until  the  Company's  common  stock is fully
distributed  and an orderly market  develops in the Company's  common stock,  if
ever, the price at which it trades is likely to fluctuate significantly.  Prices
for the Company's  common stock will be determined in the marketplace and may be
influenced by many factors,  including the depth and liquidity of the market for
shares of common  stock,  developments  affecting  our  business,  including the
impact of the factors  referred to  elsewhere  in these risk  factors,  investor
perception  of the  Company  and  general  economic  and market  conditions.  No
assurances  can be given that an orderly or liquid  market will ever develop for
the shares of the Company's common stock.

Because of the anticipated low price of the securities, many brokerage firms may
not be willing to effect transactions in these securities.

If a market develops for the Company's common stock,  Rule 144 sales may depress
prices in that market.

All of the  outstanding  shares of the  Company's  common  stock held by present
stockholders  are "restricted  securities"  within the meaning of Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act").

                                       6

<PAGE>




As restricted  shares,  these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable
state  securities  laws. Rule 144 provides in essence that a person who has held
restricted  securities for a prescribed period (six months starting February 15,
2008),  may,  under certain  conditions,  sell every three months,  in brokerage
transactions,  a number  of  shares  that does not  exceed  1.0% of a  company's
outstanding  common stock. The alternative  average weekly trading volume during
the four calendar  weeks prior to the sale is not available to our  shareholders
being that the OTCBB (if and when listed thereon)is not an "automated  quotation
system" and, accordingly,  market based volume limitations are not available for
securities  quoted only over the OTCBB.  As a result of  revisions  to Rule 144,
which  became  effective  on or about April 29,  1997,  there is no limit on the
amount of restricted  securities  that may be sold by a  non-affiliate  (i.e., a
stockholder  who is not an  officer,  director  or  control  person)  after  the
restricted  securities  have been held by the owner for a period of two years. A
sale under Rule 144 or under any other exemption from the Act, if available,  or
pursuant to registration of shares of common stock of present stockholders,  may
have a  depressive  effect upon the price of the common stock in any market that
may develop.

Any market that develops in shares of the Company's common stock will be subject
to the penny stock  restrictions  which will create a lack of liquidity and make
trading difficult or impossible.

Until the Company's  common stock  qualifies for inclusion in the NASDAQ system,
if  ever,  the  trading  of the  Company's  securities,  if any,  will be in the
over-the-counter  markets  which  are  commonly  referred  to as  the  OTCBB  as
maintained  by the NASD.  As a result,  an  investor  may find it  difficult  to
dispose of, or to obtain  accurate  quotations  as to the price of the Company's
securities.

The SEC has adopted  rules that regulate  broker-dealer  practices in connection
with  transactions  in "penny  stocks."  Penny  stocks  (generally)  are  equity
securities with a price of less than $5.00, other than securities  registered on
certain national securities exchanges or quoted on NASDAQ, provided that current
price and volume  information with respect to transactions in such securities is
provided by the exchange or system.  Prior to a transaction  in a penny stock, a
broker-dealer is required to:

          -    Deliver a standardized  risk disclosure  document prepared by the
               SEC;

          -    Provide the customer  with current bid and offer  quotations  for
               the penny stock;

          -    Explain the compensation of the broker-dealer and its salesperson
               in the transaction;

          -    Provide  monthly account  statements  showing the market value of
               each penny stock held in the customer's account;

          -    Make a special  written  determination  that the penny stock is a
               suitable investment for the purchaser; and

          -    Provide a written agreement to the transaction.

                                       8

<PAGE>




These requirements may have the effect of reducing the level of trading activity
in the secondary market for the Company's stock.  Because our shares are subject
to the penny stock  rules,  you may find it more  difficult to sell your shares.
The additional  burdens imposed upon  broker-dealers  by such  requirements  may
discourage  broker-dealers  from  recommending  transactions  in our securities,
which could  severely  limit the liquidity of our  securities  and  consequently
adversely affect the market price for the Company's securities.

If and  when  the  Company's  securities  become  quoted  on the  OTCBB or other
exchange the securities may be thinly traded which may not provide liquidity for
the Company's investors.

If the Company's  securities  become  quoted on the OTCBB or other  exchange our
securities  may be  thinly  traded  which  may  not  provide  liquidity  for our
investors.  The OTCBB is an inter-dealer,  over-the-counter market that provides
significantly  less  liquidity  than the  NASDAQ  Stock  Market or  national  or
regional  exchanges.  Securities  traded on the OTCBB are usually thinly traded,
highly volatile,  have fewer market makers and are not followed by analysts. The
SEC's order handling  rules,  which apply to  NASDAQ-listed  securities,  do not
apply to securities quoted on the OTCBB. Quotes for stocks included on the OTCBB
are not listed in newspapers.  Therefore, prices for securities traded solely on
the OTCBB may be difficult to obtain and holders of our securities may be unable
to resell their  securities at or near their original  acquisition  price, or at
any price.

Investors must contact a broker-dealer to trade OTCBB  securities.  As a result,
you may not be able to buy or sell the  Company's  securities  at the times that
you may wish. Even if the Company's  securities  become quoted on the OTCBB, the
OTCBB may not permit the Company's  investors to sell securities when and in the
manner that they wish.  Because there are no automated  systems for  negotiating
trades on the OTCBB, they are conducted via telephone.  In times of heavy market
volume, the limitations of this process may result in a significant  increase in
the time it takes to execute  investor orders.  Therefore,  when investors place
market orders to buy or sell a specific  number of shares at the current  market
price it is  possible  for the  price of a stock to go up or down  significantly
during the lapse of time between placing a market order and its execution.

The  Company  does  not  intend  to pay  dividends  in the  foreseeable  future;
therefore, you may never see a return on your investment.

Management  does not  anticipate  the payment of cash dividends on the Company's
common stock in the foreseeable future.  Management anticipates that any profits
from  the  Company's   operations  will  be  devoted  to  the  Company's  future
operations.  Any  decision  to pay  dividends  will  depend  upon the  Company's
profitability at the time, cash available and other factors.

Item 2.  Description of Property

The Company's  administrative  and principal place of business is located at 255
S. Leland Norton Way, San Bernardino, CA 92408, on a rent free basis pursuant to
an oral agreement.  It is anticipated that this arrangement will be suitable for
the Company's needs for the foreseeable future.

                                       9

<PAGE>




Item 3.  Legal Proceedings

There are no legal proceedings which are pending or have been threatened against
the Company and/or the officers and directors of the Company of which management
is aware.

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

None.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters

Market Information

Currently, there is no public trading market for the Company's common stock.

Holders

As of December 31, 2007, there are 58 holders of the Company's common stock.

Dividends

The Company has not  declared or paid any cash  dividends  since  inception  and
management does not intend to pay any cash dividends in the foreseeable  future.
Although  there are no  restrictions  that  limit the  Company's  ability to pay
dividends on shares of the Company's common stock other than as described below,
management  intends to retain future  earnings for use in our operations and the
expansion of our business.

Equity Compensation Plan Information

The Company has not adopted any equity compensation plans.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial  statements and notes thereto and included herein. In connection with,
and because we desire to take advantage of, the "safe harbor"  provisions of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by us, or on our behalf,  whether or
not in future  filings  with the  Securities  and Exchange  Commission.  Forward
looking statements are statements not based on historical  information and which
relate  to  future   operations,   strategies,   financial   results   or  other
developments.  Forward looking  statements are necessarily  based upon estimates
and assumptions that are inherently  subject to significant  business,  economic
and competitive  uncertainties and  contingencies,  many of which are beyond our
control  and many of which,  with  respect  to future  business  decisions,  are
subject to change.  These  uncertainties  and  contingencies  can affect  actual
results and could cause actual results to differ materially from those expressed
in any forward looking  statements made by us, or on our behalf. We disclaim any
obligation to update forward looking statements.

                                       10

<PAGE>





Results of Operations

During the years ended December 31, 2007 and 2006, the Company did not recognize
any revenues from operations.

Total  operating  losses  for the year  ended  December  31,  2007 were  $12,801
compared to $152,304  for the year ended  December  31,  2006.  The  decrease of
$139,503  was due to  decreased  operating  activities  through  the year  ended
December 31, 2007 compared to the year ended December 31, 2006.  During the year
ended  December  31,  2007  operating  expenses   included:   $12,710  worth  of
professional fees and $91 of administrative  expenses compared to the year ended
December 31, 2006 operating  expenses  included:  $10,793 worth of  professional
fees,  $60  in  registration  fees  and  $141,451  of  administrative  expenses.
Administrative  expenses included $140,000 of consulting services, such services
were paid for by the Company  through the  issuance of  1,400,000  shares of the
Company's common stock.

For the year ended December 31, 2007, the Company incurred a net loss of $14,216
compared  to a net loss of $161,845 as of December  31,  2006.  The  decrease of
$139,503 was due to an decrease in operating  activities in connection  with the
purchasing of the PLDS.


Liquidity and Capital

The  Company's  principal  capital  resources  have been through the issuance of
common  stock,  although in the future the Company  may use  shareholder  loans,
advances from related parties, or borrowings.

At December 31, 2007,  there was a working capital deficit of $125,720  compared
to a working capital deficit of $111,504 at December 31, 2006.

At December 31, 2007,  total current  assets were $0,  compared to total current
assets of $21,825 as of December 31,2006.

At December 31, 2007, total current liabilities were $125,720, compared to total
current liabilities of $133,329 as of December 31, 2006.

At December 31, 2007, the Company had a cash  overdraft  balance of $15 compared
to $26 as of December 31, 2006.

Plan of Operations

During the year ended December 31, 2006,  management of the Company concentrated
its  efforts on the  acquisition  of the "300 Watts  Portable  Laser  De-coating
System"  ("PLDS").  The PLDS is being acquired in exchange for 30,000,000 shares
of the  Company's  restricted  common  stock.  The Company has issued  8,950,000
common shares,  as partial  payment on the PLDS.  Upon the issuance of the title
and the transfer of ownership of the PLDS to the Company, the Company will issue
the remaining 21,050,000 common shares to complete the transaction.

                                       11

<PAGE>




The Company  expects to spend  $100,000  during the  twelve-month  period ending
December  31, 2007 on the  development  of it business  plan for the PLDS and on
general and administrative expenses including legal and auditing fees, salaries,
office  equipment,  SEC  expenses  and other  administrative  related  expenses.
Management will need to raise additional capital in order to meet immediate cash
requirements to proceed with the Company's business plans. Management intends to
raise  additional  capital for the Company through the private  placement of our
securities.

There can be no assurance  that  additional  financing  will be available to the
Company when needed or, if  available,  that it can be obtained on  commercially
reasonable terms. If the Company is not able to obtain the additional  financing
on a timely basis, if and when it is needed,  management will be forced to scale
down or perhaps even cease the operation of the Company.

Recently Issued Accounting Policies

In  February  2006,  the FASB  issued SFAS 155,  Accounting  for Certain  Hybrid
Financial  Instruments,   which  amends  SFAS  133,  Accounting  for  Derivative
Instruments and Hedging  Activities,  and SFAS 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a replacement
of FASB  Statement  No. 125.  SFAS 155 will be effective for the Company for all
financial  instruments  issued or acquired  after the  beginning its fiscal year
ending  December 31, 2006. We have not yet evaluated and  determined  the likely
effect of SFAS 155 on our future financial statements.

In June 2006, the FASB issued  Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An  Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
clarifies  the  accounting  for  uncertainty  in income taxes  recognized  in an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or expected to be taken in a tax return that results in a
tax benefit.  Additionally,  FIN 48 provides guidance on de-recognition,  income
statement  classification  of  interest  and  penalties,  accounting  in interim
periods,  disclosure,  and transition.  This interpretation is effective for the
Company for its year ended  December 31, 2006. The Company has not yet evaluated
the  effect  that the  application  of FIN 48 may have,  if any,  on its  future
results of operations and financial condition.

In September 2006, the FASB issued SFAS No. 157, "Fair Value  Measurements." The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value  measurements.  The provisions of SFAS No.157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The
adoption of this  statement  is not  expected  to have a material  effect on our
company's future reported financial position or results of operations.

                                       12

<PAGE>




In  September  2006,  the  SEC  issued  Staff   Accounting   Bulletin  No.  108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in  Current  Year  Financial  Statements"  ("SAB  108").  SAB 108
requires  companies to evaluate the materiality of identified  unadjusted errors
on each financial  statements and related financial  statement  disclosure using
both the rollover  approach and the iron curtain  approach.  The requirements of
SAB 108 are effective for annual financial  statements covering the first fiscal
year ending after November 15, 2006.  SFAS No. 158 has not had a material impact
on our financial position or results of operations.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations.

 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations
are based upon our financial statements,  which have been prepared in accordance
with accounting  principles  generally accepted in the United States of America.
The preparation of these financial  statements requires us to make estimates and
judgments that affect the reported amounts of assets and  liabilities,  revenues
and expenses and related disclosures of contingent assets and liabilities. On an
on-going basis,  we evaluate our estimates,  including those related to deferred
revenues;  depreciation or fixed assets,  valuation of intangible assets such as
our  intellectual  property,  financing  operations,   currency  valuations  and
contingencies and litigation. We base our estimates on historical experience and
on various  other  assumptions  that are  believed  to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

                                       13

<PAGE>




The  Company  believes  that the  following  are  some of the  more  significant
accounting policies and methods used by the Company:

                  -    value of long-lived assets; and

                  -    revenue recognition and deferred revenue.

Valuation of long-lived assets

The Company  assesses the  impairment of long-lived  assets  whenever  events or
changes  in   circumstances   indicate  that  the  carrying  value  may  not  be
recoverable.  Factors the Company  considers  important  which could  trigger an
impairment  review  include  negative  projected  operating  performance  by the
Company and significant  negative industry or economic trends.  The Company does
not  believe  that  there has been any  impairment  to  long-lived  assets as of
December 31, 2007.

Revenue recognition and deferred revenue

The Company's revenue  recognition policy is significant  because future revenue
could be a key  component  of its  results or  operations.  Revenue  results are
difficult  to  predict,  and any  shortfall  in revenue or delay in  recognizing
revenue could cause operating results to vary significantly.

Item 7.  Financial Statements

The  financial  statements  for the year ended  December  31,  2007 and  related
financial  information  required  to be filed  are  indexed  on page F-1 and are
incorporated herein.

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

None.

Item 8A. Controls and Procedure

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  our  Chief  Executive  Officer  and Chief
Financial  Officer carried out an evaluation  under the supervision and with the
participation  of  our  management,  of the  effectiveness  of  the  design  and
operation of our  disclosure  controls and  procedures  pursuant to Exchange Act
Rule 15d-14 as of the end of the period  covered by this report.  As a result of
this evaluation,  we identified  material  weakness in our internal control over
financial reporting as of December 31, 2007. Accordingly,  we concluded that our
disclosure controls and procedures were not effective at December 31, 2007.

                                       14

<PAGE>





ITEM 8A(T).   Controls and Procedures

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f)  and  15d-15(f)  under  the  Exchange  Act.  Our  management
conducted an evaluation of the  effectiveness of internal control over financial
reporting  based on the  framework in Internal  Controls - Integrated  Framework
issued by the Committee of Sponsoring  Organizations of the Treadway Commission.
Our internal control over financial  reporting is designed to provide reasonable
assurance  regarding the reliability of financial  reporting and the preparation
of financial  statements  for external  purposes in  accordance  with  generally
accepted  accounting  principles.  Our internal control over financial reporting
includes those policies and procedures that:

          (i)  pertain to the maintenance of records that, in reasonable detail,
               accurately and fairly reflect the  transactions  and dispositions
               of our assets;

          (ii) provide  reasonable  assurance that  transactions are recorded as
               necessary to permit preparation of financial

          (iii)provide  reasonable  assurance  regarding  prevention  or  timely
               detection of unauthorized acquisition, use or


Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the year ended December 31,
2007.  Based on the  evaluation,  management  concluded that there is a material
weakness in our internal control over financial reporting. The material weakness
relates to the  monitoring  and review of work  performed  by  personnel  in the
preparation  of our reports as  required  to be filed with the SEC,  caused by a
lack of staff. This lack of an accounting staff results in a lack of segregation
of duties and accounting  technical  expertise necessary for an effective system
of internal control.



Management  has  determined  that the control  deficiency  constituted  material
weaknesses in our internal  control over financial  reporting as of December 31,
2007. A material  weakness is a control  deficiency,  or  combination of control
deficiencies,  in ICFR  such  that  there  is a  reasonable  possibility  that a
material  misstatement of our annual or interim financial statements will not be
prevented or detected on a timely  basis by  employees  in the normal  course of
their assigned functions.

Notwithstanding  these  material  weaknesses,  we believe that the  consolidated
financial  statements  included in this report fairly  present,  in all material
respects,  our consolidated  financial  position and results of operations as of
and for the year ended December 31, 2007.



As discussed above there was a material weakness in our internal control over
financial reporting, as of December 31, 2007.  To the extent possible in our
current financial condition, we are exploring possible ways to improve our
processes.


This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended December 31, 2007, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

Item 8B. Other Information

None.

                                       15

<PAGE>




                                    PART III

Item 9. Directors,  Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance With Section 16(a) of the Exchange Act.

The  Company's   directors   hold  office  until  the  next  annual  meeting  of
shareholders  and until their  successors  have been duly elected and qualified.
The Board of  Directors  elects the officers at its annual  meeting  immediately
following the  shareholders  annual meeting and hold office until they resign or
are removed from office.  There are no family  relationships  that exist between
any director,  executive  officer,  significant  employee or person nominated or
chosen by the Company to become a director of executive officer. The Company has
not established audit, incentive compensation and nominating committees, at this
time.

The  Company's  Directors  and  Officers  as of the date of this  report  are as
follows:

         ---------------------- ----------- ------------------------ -----------
                 Name              Age             Position              Period
         ---------------------- ----------- ------------------------ -----------

         Daniel F. Medina           54      President and Director    March 15,
                                                                   2006 to date

         Madhava Rao Mankal         56      Chief Financial Officer   March 15,
                                               and Director         2006 to date
         ---------------------- ----------- ------------------------ -----------

The following  sets forth the portion of their time the directors  devote to the
Company:

 Daniel Medina                      <25%
 Madhava Rao Mankal                 <25%


The Company's  success  depends on the  performance of both  directors,  Messrs.
Medina and Mr.  Mankal.  The Company does not have "key  person" life  insurance
policies on any employees nor does the Company have  employment  agreements  for
fixed  terms with any of its  employees.  Any of the  employees,  including  any
member of the management team, may terminate his or her employment at any time.

Biographies of Officers and Directors

Set forth below is a brief  description  of the  background  of our officers and
directors based on information provided by them to us.

Daniel  Medina,  53. Mr.  Medina has served the  President and a Director of the
Company since March 15, 2006. Mr. Medina currently serves as the President and a
Director of Medina  International  Holdings,  Inc. Mr. Medina started as a Sales
Rep/Production  Manager in 1973-1985 with  Rosemary's  Draperies.  Daniel Medina
owned  Lavey  Craft Boat Co. from  1985-1992.  Mr.  Medina was also a partner in
California  Cool  Custom  Boats from 1992- June 1997.  He was the  designer  and
manufacturer  of all of their boats.  Mr. Medina served as the Director of Sales
and  Marketing  and  Production  Manager for Sonic Jet  Performance,  Inc.  from
October 1999 to October 2001 and  successfully  increased the company revenue by
50%.  He has  extensive  experience  in every  phase  of  sales,  marketing  and
manufacturing.


                                       16

<PAGE>





Madhava Rao Mankal, 56. Mr. Mankal has served as the Chief Financial Officer and
a Director of the Company since March 15, 2006. Mr. Mankal  currently  serves as
the Chief  Financial  Officer and a Director of Medina  International  Holdings,
Inc. Mr. Mankal has more than 28 years of  experience  as an  executive.  He has
served  as  President/CFO  of  Force  Protection,   Inc.   (formerly  Sonic  Jet
Performance,  Inc.) since May 1999 to December 31, 2003.  He was a member of the
Board of Directors of Force  Protection,  Inc. until  September 30, 2004. He has
over 25 years of senior  financial  management  experience  which  includes  the
position of controller,  chief financial officer and financial advisor.  He is a
Certified  Chartered  Accountant from India and Cost Accountant from India,  and
Certified  Management  Accountant  from USA.  He is member of the  Institute  of
Chartered Accountants of India, Institute of Cost and Works Accountants of India
and Institute of Management Accountants, USA. He has Bachelor Degree in Commerce
from Bangalore University.

Financial Expert

Our  board of  directors  has  determined  that it does  not have a member  that
qualifies as an "financial  expert" as defined in Item 401(e) of Regulation S-B,
and is  "independent"  as the term is used in Item  7(d)(3)(iv)  of Schedule 14A
under the Securities Exchange Act of 1934, as amended.

The Company believes that the members of the board of directors are collectively
capable of analyzing and evaluating our financial  statements and  understanding
internal  controls and  procedures  for financial  reporting.  In addition,  the
existing  directors  believe that  retaining an  independent  director who would
qualify as an "financial  expert" would be overly costly and  burdensome and not
warranted in the Company's current  circumstances  given the early stages of the
Company's  development  and the fact  that the  Company  has not  generated  any
significant revenues to date.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires that
executive  officers  and  directors  and  persons  who own  more  than  10% of a
registered class of equity securities to file with the SEC initial statements of
beneficial  ownership,  reports  of  changes in  ownership  and  annual  reports
concerning  their  ownership  of our  shares  of common  stock and other  equity
securities, on Form 3, 4 and 5, respectively.  Executive officers, directors and
greater than 10% stockholders are required by the SEC regulations to furnish the
Company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms  received by the Company,
or written  representations  from certain  reporting persons that Form 5 was not
required for those persons,  management  believes  that,  during the fiscal year
ended  December 31, 2007,  all filing  requirements  applicable to its owners as
well as its officers and directors.

Item 10.  Executive  Compensation.

The following  table  summarizes  the  compensation  of key  executives  ("Named
Executive  Officers")  for the years ended  December  31,  2007,  2006 and 2005,
respectively.  No other officers or directors  received  annual  compensation in
excess of $100,000 during the last three complete fiscal years.

                                       17

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>       <C>         <C>        <C>         <C>          <C>                  <C>             <C>



                           SUMMARY COMPENSATION TABLE


----------------------------- --------- ----------- ---------- ----------- ------------ -------------------- --------------- -------
NAME AND PRINCIPAL POSITION   YEAR        SALARY      BONUS    STOCK         OPTIONS       NONQUALIFIED     ALL OTHER COMP    TOTAL
                                                                 AWARDS    AWARDS ($)        DEFERRED                            ($)
                                                                                         COMPENSATION ($)
----------------------------- --------- ----------- ---------- ----------- ------------ -------------------- --------------- -------
----------------------------- --------- ----------- ---------- ----------- ------------ -------------------- --------------- -------
Daniel F. Medina,             2007         $-0-         -          -            -                -                 -            $-0-
----------------------------- --------- ----------- ---------- ----------- ------------ -------------------- --------------- -------
----------------------------- --------- ----------- ---------- ----------- ------------ -------------------- --------------- -------
Madhava Rao Mankal, Chief     2007         $-0-         -          -            -                -                 -            $-0-
----------------------------- --------- ----------- ---------- ----------- ------------ -------------------- --------------- -------

</TABLE>

          (1)  Mr. Daniel F. Medina was appointed as the Company's President and
               Director on March 15, 2006.

          (2)  Mr.  Madhava  Rao Mankal was  appointed  as the  Company's  Chief
               Financial Officer and Director on March 15, 2006.

                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2007:

<TABLE>
<CAPTION>
<S>               <C>            <C>           <C>            <C>                 <C>                 <C>                  <C>


                                                                  Non-equity         Nonqualified
                   Fees earned                                  incentive plan         deferred
                   or paid in       Stock         Option       compensation ($)      compensation          All other
      Name            cash        awards ($)    awards ($)                             earnings        compensation ($)       Total
                       ($)                                                               ($)                                   ($)
----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------
----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------

----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------
----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------
Daniel Medina         $ -0-         $ -0-          $ -0-            $ -0-               $ -0-                 $ -              $ -
----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------
----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------

----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------
----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------
Madhava Rao           $ -0-         $ -0-          $ -0-            $ -0-               $ -0-                 $ -              $ -
----------------- -------------- ------------- -------------- ------------------- ------------------- -------------------- ---------
</TABLE>

The Company did not reimburse its directors for expenses  incurred in connection
with attending  board  meetings no did the Company pay director's  fees or other
cash compensation for services rendered as a director in the year ended December
31, 2007.

                                       18

<PAGE>




The  Company  does  not,  at this  time,  have a formal  plan  for  compensating
directors  for their  services in their  capacity as  directors,  although  such
directors are expected in the future to receive stock options to purchase common
shares as awarded by the board of directors  or ( as to future stock  options) a
compensation  committee  which may be  established.  Directors  are  entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of the board of directors.  The Company's
board of directors may award special  remuneration  to any director  undertaking
any special  services on the  Company's  behalf other than  services  ordinarily
required of a director. No director received and/or accrued any compensation for
their services as a director,  including committee  participation and/or special
assignments.

Employment  Contracts  and  Termination  of  Employment  and  Change in  Control
Arrangements

There  are no  arrangements  or plans in which  the  Company  provides  pension,
retirement or similar  benefits for directors or executive  officers.  Directors
and executive  officers may receive stock options at the discretion of the board
of  directors in the future.  The Company  does not have any  material  bonus or
profit sharing plans pursuant to which cash or non-cash  compensation  is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the board of directors.

The Company does not have any plans or  arrangements  in respect of remuneration
received or that may be received by the executive  officers to  compensate  such
officers in the event of termination of employment (as a result of  resignation,
retirement,  change of  control)  or a change of  responsibilities  following  a
change of  control,  where the value of such  compensation  exceeds  $60,000 per
executive officer.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

The following  table sets forth  certain  information  regarding the  beneficial
ownership of outstanding shares of the Company's common stock as of December 31,
2007 on a fully  diluted  basis,  by (a) each person known by the Company to own
beneficially  5% or more of the  outstanding  shares  of common  stock,  (b) the
Company's directors,  Chief Executive Officer and executive officers whose total
compensation  exceeded  $100,000 for the last fiscal year, and (c) all directors
and executive officers of the Company as a group.

NAME, ADDRESS & NATURE OF
  BENEFICIAL OWNER           TITLE OF CLASS(1)       AMOUNT     PERCENT OF CLASS
  ----------------           -----------------       ------     ----------------


Daniel F. Medina               Common Stock         2,000,000             13.12%
11561 East Beverly Blvd
Whitter, CA 90601

Sharada Rao(3)                 Common Stock         2,000,000             13.12%
7476 Sungold Ave.
Corona, CA 92880

Danielle Cristina Campbell     Common Stock         1,000,000              6.56%
32060 Fruehauf Street
Fraser, MI 48026

                                       19

<PAGE>





Catherine Druia               Common Stock          1,250,000              8.20%
32060 Fruehauf Street
Fraser, MI 48026

Joshua Christian Druia        Common Stock          1,250,000              8.20%
32060 Fruehauf Street
Fraser, MI 48026

Joseph Paul Ermalovich        Common Stock          1,250,000              8.20%
39127 Mame
Sterling Heights, MI 48313

Elizabeth A. Lassman          Common Stock          1,250,000              8.20%
16256 Admiral Street
Fraser, MI 48026

Srikishna Manka               Common Stock          1,250,000              8.20%
7476 Sungold Ave.
Corona, CA 92880

Maria Moran                   Common Stock          1,250,000              8.20%
550 Skinner
Highland, MI 48357

All Officers and Directors
  as a Group (2 persons)      Common Stock          4,000,000             26.00%


(1) Beneficial  ownership is determined in accordance  with the rules of the SEC
and generally  includes  voting or investment  power with respect to securities.
Shares of common stock subject to options or warrants  currently  exercisable or
convertible,  or exercisable or convertible  within 60 days of December 31, 2007
are deemed  outstanding  for computing the percentage of the person holding such
option or warrant but are not deemed outstanding for computing the percentage of
any other person.

(2)  Percentage   based  on  15,242,000   shares  of  common  stock  issued  and
     outstanding on December 31, 2007.

(3)  Mrs. Sharada Rao is the wife of Mr. Madahva Rao Mankal, the Chief Financial
     Officer and a Director of the Company.  Mrs. Rao holds the 2,000,000 shares
     of common stock directly and beneficially.

Changes in Control

Management  is unaware of any  contract or other  arrangement  the  operation of
which may at a subsequent date result in a change in control of the Company.

                                       20

<PAGE>




Item 12.  Certain   Relationships  and  Related   Transactions,   and  Director
Independence.

The Company has been a party to  transactions  between its directors,  officers,
and 5% beneficial security holder.

Note  receivable  amounting to $20,725 and interest  receivable  $1,074 from Joe
Ermalovich and Laser Strip,  Inc. were  transferred to Daniel Medina and Madhava
Rao Mankal.

On March 15, 2006,  Mr.  Daniel F. Medina,  the  President and a Director of the
Company were transferred  2,000,000 shares of the common stock of the Company in
exchange for the common stock of Medina,  Mr.  Medina is an officer and director
of Medina.

On March 15,  2006,  Mrs.  Sharada  Rao,  wife of Madhava Rao Mankal,  the Chief
Financial  Officer  and a Director of the  Company,  was  transferred  2,000,000
shares of the common  stock of the  Company  in  exchange  for common  shares of
Medina  International  Holdings,  Inc. Mr. Mankal, is an officer and director of
Medina.

On July 28, 2006, Mr.  Srikrishna Mankal was been issued 1,250,000 shares of the
common stock of the Company for  consulting  services  valued at  $125,000.  Mr.
Srikrishna  Mankal  is the  son of Mr.  Madhava  Rao  Mankal,  who is the  Chief
Financial Officer and a Director of the Company.

In March 2006,  Messrs.  Medina and Mankal were  transferred  possession of note
payables held by the original  stockholder  of the Company.  The  unsecured,  8%
promissory notes are due on demand.  At December 31, 2007, the notes had accrued
interest of $8,460. The note is still outstanding at this time.


Item 13. Exhibits

The following is a complete  list of exhibits  filed as part of this Form 10KSB.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-B.

31. Certifications pursuant to Section 302 of the Sarbanes - Oxley Act. (*)

32. Certifications pursuant to Section 906 of the Sarbanes - Oxley Act. (*)

(*) Filed herewith

Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed by Jaspers + Hall, P.C.  rendered for the audit of our
annual  financial  statements  for  review of our  quarterly  interim  financial
statements and in connection  with statutory and regulatory  filings were $2,500
for the fiscal year ended December 31, 2007 and $2,500 for the fiscal year ended
December 31, 2006.  This category also includes the review of interim  financial
statements  and services in connection  with  registration  statements and other
filings with the SEC.

Audit Related Fees

There are no other  fees  billed by our  current or prior  independent  auditors
during the last two fiscal years for  assurance  and related  services that were
reasonably  related to the  performance  of the audit or review of our financial
statements and not reported under "Audit fees" above.

                                       21

<PAGE>




Tax Fees

The aggregate  fees billed by Jaspers + Hall, PC during the last fiscal year for
professional  services  rendered  for tax  compliance  for  fiscal  years  ended
December 31, 2007 and 2006 was $0.


                                       22


<PAGE>






                              FINANCIAL STATEMENTS
                                TABLE OF CONTENTS




                                                             PAGE
                                                            -------
INDEPENDENT AUDITOR'S REPORT............................     F-1

BALANCE SHEET................................................F-2

STATEMENT OF OPERATIONS .....................................F-3

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)..................F-4

STATEMENT OF CASH FLOWS......................................F-5

NOTES TO FINANCIAL STATEMENTS................................F-6 - F-10



<PAGE>




JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
-----------------------------------------------------------------------
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099

To the Board of Directors
Genesis Companies Group, Inc.

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have  audited the  accompanying  balance  sheet of Genesis  Companies  Group,
Inc. A  Development  Stage  Company) as of December  31, 2007 and 2006,  and the
related  statements  of  operations,  cash flows,  and changes in  stockholders'
deficit  for the  years  then  ended  and  for  the  period  December  31,  1988
(inception)  to  December  31,  2007.   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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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 material respects, the financial position of Genesis Companies Group, Inc.,
at December 31, 2007 and 2006, and the results of its operations and its cash
flows for the years then ended, and for the period December 22, 1988 to December
31, 2007, in conformity with accounting principles generally accepted in the
United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 1 to the
financial  statements,  the Company is in the  development  stage and conditions
exist,  which raise substantial doubt about the Company's ability to continue as
a going concern.  Management's plans in regard to these matters are described in
Note 1. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.



August 26, 2008
/s/Jaspers + Hall PC

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                   GENESIS COMPANIES GROUP, INC.
                   (A Development Stage Company)
                           Balance Sheet

<S>                                                                    <C>               <C>

                                                                         December 31,    December 31,
                                                                            2007              2006
                                                                       ---------------   ----------------
Assets

Current Assets:
    Cash                                                                          $ -               $ 26
    Notes receivable                                                                -             21,799
                                                                       ---------------   ----------------
                                                                                    -             21,825
                                                                       ---------------   ----------------
Property and equipment:
    Machinery - Construction in progress                                       87,183             87,183
                                                                       ---------------   ----------------

Total assets                                                                 $ 87,183          $ 109,008
                                                                       ===============   ================
Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
      Bank overdraft                                                             $ 15                $ -
      Accounts payable                                                         21,764             10,054
      Accrued Interest - related parties                                       17,178              8,460
      Notes payable - related parties                                          86,763            114,815
                                                                       ---------------   ----------------
Total current liabilities                                                     125,720            133,329
                                                                       ---------------   ----------------
Stockholders' deficit:
        Preferred stock, $.00001 par value, 10,000,000 shares
         authorized, none issued and outstanding                                    -                  -
       Common stock, $0.00001 par value, 100,000,000 shares
          authorized, 15,242,000 shares issued and outstanding
          on December 31, 2007 and 2006, respectively                             152                152
       Additional paid-in capital                                             268,532            268,532
       Subscription receivable                                                 (2,000)            (2,000)
       Deficit accumulated during the development stage                      (305,221)          (291,005)
                                                                       ---------------   ----------------

Total stockholders' deficit                                                   (38,537)           (24,321)
                                                                       ---------------   ----------------
Total liabilities and stockholders' equity (deficit)                         $ 87,183          $ 109,008
                                                                       ===============   ================

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

                                       F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                             Statement of Operations
<S>                                           <C>                 <C>                <C>




                                                 Year Ended                                December 31, 1988
                                                  December 31,                         (Inception) to
                                                    2007                2006               December 31, 2007
                                              -----------------   -----------------  -------------------------------
Revenues                                                   $ -                 $ -                  $ -

Operating expenses:
      Professional fees                                 12,710              10,793              110,848
      Registration fees                                      -                  60                3,728
      Administrative expenses                               91             141,451              174,787
                                              -----------------   -----------------  -------------------

Loss from operations                                   (12,801)           (152,304)            (289,363)
                                              -----------------   -----------------  -------------------
Other income (expense):
Interest income                                          1,253               1,074                2,327
Other income                                             6,050                   -                6,050
Interest expense, related party                         (8,718)            (10,615)             (24,235)
                                              -----------------   -----------------  -------------------
                                                        (1,415)             (9,541)             (15,858)
                                              -----------------   -----------------  -------------------
Net loss                                             $ (14,216)         $ (161,845)          $ (305,221)
                                              =================   =================  ===================
Weighted average number of
    common shares outstanding                       15,242,000           9,120,197
                                              =================   =================
Net loss per share                                   $      *           $   (0.018)
                                              =================   =================
* Less than $(0.01) per share.

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

                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
<S>                                         <C>              <C>          <C>          <C>           <C>            <C>


                                                                                                      Deficit Accum.
                                                                          Additional                  During the
                                              Common Stock                  Paid-In    Subscription   Development
                                                Shares         Amount       Capital    Receivable       Stage          Totals
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance -  December 22, 1988                             -          $ -           $ -          $ -            $ -            $ -
Stock issued for cash - December 5, 1989         4,500,000           45        13,455            -              -         13,500
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance -   December 31, 1989                    4,500,000           45        13,455            -              -         13,500
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Write-off deferred offering costs                        -            -             -            -        (10,661)       (10,661)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance -   December 31, 1990                    4,500,000           45        13,455            -        (10,661)         2,839
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -         (1,309)        (1,309)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance -   December 31, 1991                    4,500,000           45        13,455            -        (11,970)         1,530
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -            (10)           (10)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1992                      4,500,000           45        13,455            -        (11,980)         1,520
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -             (9)            (9)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1993                      4,500,000           45        13,455            -        (11,989)         1,511
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -           (859)          (859)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1994                      4,500,000           45        13,455            -        (12,848)           652
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -           (192)          (192)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1995                      4,500,000           45        13,455            -        (13,040)           460
                                            ---------------  -----------  ------------ ------------  -------------  ------------
Net loss for year                                        -            -             -            -         (4,988)        (4,988)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1996                      4,500,000           45        13,455            -        (18,028)        (4,528)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (12,270)       (12,270)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1997                      4,500,000           45        13,455            -        (30,298)       (16,798)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -         (6,059)        (6,059)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1998                      4,500,000           45        13,455            -        (36,357)       (22,857)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -         (9,901)        (9,901)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 1999                      4,500,000           45        13,455            -        (46,258)       (32,758)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (10,611)       (10,611)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 2000                      4,500,000           45        13,455            -        (56,869)       (43,369)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (11,863)       (11,863)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 2001                      4,500,000           45        13,455            -        (68,732)       (55,232)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (12,943)       (12,943)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 2002                      4,500,000           45        13,455            -        (81,675)       (68,175)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (11,352)       (11,352)
                                            ---------------  -----------  ------------ ------------  -------------  -------------

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

                                      F-4

</TABLE>

<PAGE>

                         GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
                                  (Continued)

<TABLE>
<CAPTION>
<S>                                         <C>              <C>          <C>          <C>           <C>            <C>


Balance - December 31, 2003                      4,500,000           45        13,455            -        (93,027)       (79,527)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (16,883)       (16,883)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 2004                      4,500,000           45        13,455            -       (109,910)       (96,410)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (19,250)       (19,250)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 2005                      4,500,000           45        13,455            -       (129,160)      (115,660)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Common stock issued for cash                       280,000            3        27,997       (2,000)             -         26,000
Common stock issued for  services                1,400,000           14       139,986            -              -        140,000
Common stock issued in
   exchange agreement                              112,000            1             -            -              -              1
Common stock issued for equipment                8,950,000           89        87,094            -              -         87,183
Net loss for year                                        -            -             -            -       (161,845)      (161,845)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 2006                     15,242,000          152       268,532       (2,000)      (291,005)       (24,321)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Net loss for year                                        -            -             -            -        (14,216)       (14,216)
                                            ---------------  -----------  ------------ ------------  -------------  -------------
Balance - December 31, 2007                     15,242,000        $ 152      $268,532     $ (2,000)     $(305,221)       (38,537)
                                            ===============  ===========  ============ ============  =============  =============


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

                                      F-5

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
<S>                                                               <C>                <C>                <C>


                                                                                                          December 22, 1988
                                                                     Year Ended                             (Inception) to
                                                                      December 31,                           December 31,
                                                                        2007               2006               2007
                                                                  --------------------------------------------------------
Cash flows from operating activities:
      Net loss                                                           $ (14,216)        $ (161,845)         $ (305,221)
      Adjustments to reconcile net loss to net cash
         used in operating activities:
             Common stock issued in exchange for
               consulting services                                               -            140,000             140,000
             Changes in operating assets and liabilities:
               Decrease (increase) in receivable                             1,074             (1,074)                  -
              Increase (decrease) in accounts payable                       11,710            (73,901)             21,765
              Increase in accrued interest                                   8,718              3,558              17,178
                                                                  -----------------  -----------------  ------------------
      Total adjustments                                                     21,502             68,583             178,943
                                                                  -----------------  -----------------  ------------------
        Net cash provided by (used) in operating activities                  7,286            (93,262)           (126,278)
                                                                  -----------------  -----------------  ------------------
Cash flows from investing activities:
     Note receivable                                                             -            (20,725)            (20,725)
     Payment of note receivables                                            20,725                  -              20,725
                                                                  -----------------  -----------------  ------------------
       Net cash provided by (used in) investing activities                  20,725            (20,725)                  -
                                                                  -----------------  -----------------  ------------------
Cash flows from financing activities:
      Bank overdraft                                                            15                  -                  15
      (Payments) proceeds of notes payables, related party                 (28,052)            88,013              86,763
      Proceeds from the issuance of common stock                                 -             26,000              39,500
                                                                  -----------------  -----------------  ------------------
        Net cash (used) provided by financing activities                   (28,037)           114,013             126,278
                                                                  -----------------  -----------------  ------------------
Net (decrease) increase in cash and cash equivalents                           (26)                26                   -

Cash and cash equivalents - beginning of period                                 26                  -                   -
                                                                  -----------------  -----------------  ------------------
Cash and cash equivalents - end of period                                      $ -               $ 26                 $ -
                                                                  =================  =================  ==================
Supplemental disclosure of cash flow information:
    Interest Paid                                                             $ -                $ -                 $ -
                                                                  =================  =================  ==================
    Taxes paid                                                                $ -                $ -                 $ -
                                                                  =================  =================  ==================




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

</TABLE>

                                      F-6

<PAGE>




                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      For the year ended December 31, 2007

NOTE 1. BASIS OF  PRESENTATION,  BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING
POLICIES:

BASIS OF PRESENTATION:

The accompanying  financial statements are for the accounts of Genesis Companies
Group, Inc., a Delaware corporation (the Company),  incorporated on December 22,
1988.

Development Stage Company:

The  Company  has  not  earned   significant   revenue  from  planned  principal
operations.  Accordingly,  the Company's  activities  have been accounted for as
those of a  "Development  Stage  Company" as set forth in Statement of Financial
Accounting  Standards No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7
are  that  the  Company's  financial  statements  be  identified  as  those of a
development stage company, and that the statements of operations,  stockholders'
equity  (deficit)  and  cash  flows  disclose  activity  since  the  date of the
Company's inception.

BUSINESS:

Prior to March 2006, the only activities  undertaken by the Company had been the
issuing  of  4,500,000  shares of the  Company's  common  stock to its  original
shareholders,   which  stock  was  issued  in  exchange   for   aggregate   cash
consideration  of  $13,500.  Each  shareholder  of the  Company,  at that  time,
executed and delivered a "lock-up" letter  agreement,  affirming that they would
not sell their  respective  shares of the Company's common stock until such time
as the Company has  successfully  consummated a merger or  acquisition  has been
consummated.  Also, each  shareholder had agreed to place their respective stock
certificates  with the  Company's  legal  counsel  who will  not  release  their
respective  certificates  until such time as legal counsel has confirmed  that a
merger or acquisition has been successfully consummated.

On March 15,  2006,  the  Company's  Board of  Directors  decided  to change the
management  of the Company.  Messrs.  Madhava Rao Mankal and Daniel  Medina were
appointed  as the Chief  Financial  Officer  and  President,  respectively.  The
4,500,000  shares  of the  Company's  common  stock  held by the  then  existing
stockholders  were  transferred  to Messrs.  Mankal and Medina in  exchange  for
200,000  shares of the  common  stock of  Medina  International  Holdings,  Inc.
(Medina).  At the time of the  transaction,  the shares of Medina were valued at
$25,000.

On July 28,  2006,  the  Company  began the  process of  acquiring  a "300 Watts
Portable Laser De-coating  System" ("PLDS") in exchange for 30,000,000 shares of
the  Company's  common stock.  In  connection  with the purchase the Company has
issued  8,950,000 common shares towards the purchase of parts for the PLDS. Upon
issuance of title and the transfer of ownership of the PLDS to the Company,  the
Company  will  issue an  additional  21,050,000  shares of its  common  stock to
complete the transaction.

On July 28, 2006, the Company sold 28,000 shares of its common stock for cash of
$26,000  and a  subscription  receivable  of $2,000  under a  Private  Placement
Memorandum.

                                      F-7

<PAGE>





                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      For the year ended December 31, 2007

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Use of Estimates In The Financial Statements:

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents:

For purposes of the statement of cash flows, the Company considered all cash and
other highly liquid  investments with initial maturities of three months or less
to be cash  equivalents.  At  December  31,  2007,  the Company had cash or cash
equivalents of $0.

Property and Equipment:

Property and Equipment  are stated at cost. At December 31, 2007,  the Machinery
held by the  Company  consisted  of parts for the PLDS.  At December  31,  2007,
construction  of the PLDS was not  completed  and  therefore the Company has not
begun to depreciate the Machinery.

Income Taxes:

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards  (SFAS) No. 109,  which  requires the asset and liability  approach to
accounting  for  income  taxes.  Under  this  method,  deferred  tax  assets and
liabilities are measured based on differences  between  financial  reporting and
tax bases of assets and  liabilities  measured  using enacted tax rates and laws
that are expected to be in effect when differences are expected to reverse (Note
6).

Other Comprehensive Income (Loss):

SFAS No. 130, Reporting Comprehensive Income, requires the reporting and display
of comprehensive  income (loss) and its components.  The Company has no material
components of other  comprehensive  income (loss) and  accordingly,  net loss is
equal to comprehensive loss in all periods.

Loss Per Share:

The loss per common  share is  computed  based on the  average  number of common
shares outstanding during the year.


                                      F-8

<PAGE>


                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      For the year ended December 31, 2007

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No.133  and 140",  to
simplify  and  make  more  consistent  the  accounting  for  certain   financial
instruments.  SFAS No. 155  amends  SFAS No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities," to permit fair value re-measurement for any
hybrid financial  instrument with an embedded  derivative that otherwise require
bifurcation, provided that the whole instrument is accounted for on a fair value
basis.  SFAS No. 155 amends  SFAS No. 140,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets," to allow a qualifying  special-purpose entity to
hold a derivative  financial  instrument that pertains to a beneficial  interest
other than other derivative  financial  instrument.  SFAS No. 155 applies to all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after September 15, 2006, with earlier application
allowed.  The  adoption  of this  statement  is not  expected to have a material
effect on our  company's  future  reported  financial  position  or  results  of
operations.

In June 2006, the FASB issued  Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An  Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
clarifies  the  accounting  for  uncertainty  in income taxes  recognized  in an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or expected to be taken in a tax return that results in a
tax benefit.  Additionally,  FIN 48 provides guidance on de-recognition,  income
statement  classification  of  interest  and  penalties,  accounting  in interim
periods,  disclosure,  and transition.  This interpretation is effective for the
Company for its year ended  December 31, 2006. The Company has not yet evaluated
the  effect  that the  application  of FIN 48 may have,  if any,  on its  future
results of operations and financial condition.

In September 2006, the FASB issued SFAS No. 157, "Fair Value  Measurements." The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value  measurements.  The provisions of SFAS No.157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The
adoption of this  statement  is not  expected  to have a material  effect on our
company's future reported financial position or results of operations.

In  September  2006,  the  SEC  issued  Staff   Accounting   Bulletin  No.  108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in  Current  Year  Financial  Statements"  ("SAB  108").  SAB 108
requires  companies to evaluate the materiality of identified  unadjusted errors
on each financial  statements and related financial  statement  disclosure using
both the rollover  approach and the iron curtain  approach.  The requirements of
SAB 108 are effective for annual financial  statements covering the first fiscal
year ending after November 15, 2006.  SFAS No. 158 has not had a material impact
on our financial position or results of operations.

                                      F-9

<PAGE>




                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      For the year ended December 31, 2007

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations.

 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

NOTE 2.  GOING CONCERN AND MANAGEMENT'S PLANS:

The  accompanying  financial  statements  have been prepared in conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the  Company  as a  going  concern.  The  Company
reported  a net loss of  $14,216  for the year ended  December  31,  2007 and an
accumulated  deficit during the development  state of $305,221.  The Company has
minimal cash and its current  liabilities  exceed  current assets by $125,720 at
December 31, 2007.  The Company had no revenues from its  activities  during the
year ended December 31, 2007.

The future  success  of the  Company is likely be  dependent  on its  ability to
attain additional capital, or to find an acquisition to add value to its present
shareholders  and  ultimately,  upon its  ability  to attain  future  profitable
operations.  There can be no assurance  that the Company will be  successful  in
obtaining  such  financing,  or that it will  attain  positive  cash  flow  from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial  requirements  provide the opportunity for the
Company to continue as a going concern.

NOTE 3.  NOTES RECEIVABLE:

During the year ended  December 31, 2007, a note  receivable of $20,725 was paid
in full.

                                      F-10

<PAGE>


                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                      For the year ended December 31, 2007

NOTE 4.  NOTES PAYABLE - RELATED PARTY:

During  the year  ended  December  31,  2006,  outstanding  notes  payable  were
transferred to Messrs.  Medina and Mankal officers and directors of the Company.
The unsecured,  8% promissory notes are due on demand. At December 31, 2007, the
notes had accrued interest of $17,178.  The notes are still  outstanding at this
time.

NOTE 5.  STOCKHOLDERS' DEFICIT:

During the year ended December 31, 2007, the Company did not issue any shares of
its common stock.

NOTE 6:  INCOME TAXES:

The FASB has issued SFAS 109,  "Accounting  for Income  Taxes," which requires a
change from the  deferred  method to the asset and  liability  method,  deferred
income taxes are recognized for the tax consequences of "temporary  differences"
by  applying  enacted   statutory  tax  rates  applicable  to  future  years  to
differences  between the financial  statement carrying amounts and the tax basis
of existing assets and liabilities.

The Company has deferred  income tax assets,  which have been fully  reserved as
follows:

Deferred tax assets
Net operating loss carry forwards               305,221
Valuation allowance for deferred tax assets    (305,221)
                                               ---------
Net deferred tax assets                        $      -
                                               =========
At December  31,  2007,  the Company had net  operating  loss carry  forwards of
approximately $305,221 for federal income tax purposes. These carry forwards, if
not utilized to offset taxable income will expire at the end of the December 31,
2016.

                                      F-11
<PAGE>





                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on Septemb 22, 2008.

                                       GENESIS COMPANIES GROUP, INC.
                                               (Registrant)


                                       By: s/ Daniel F. Medina
                                       -------------------------------
                                      Daniel F. Medina, President

                                       By: s/ Madhava Rao Mankal
                                       -------------------------
                                              Madhava Rao Mankal, Chief
                                              Financial Officer

     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
indicated on September 22, 2008.
                                      /s/ Daniel F. Medina
                                       --------------------
                                           Daniel F. Medina,
                                       President and Director

                                       /s/ Madhava Rao Mankal
                                       ----------------------
                                           Madhava Rao Mankal
                                  Chief Financial Officer and Director

                                      23