SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                   FORM 10-KSB
                                -----------------

(Mark One)
     [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

     [ ] Transitional Report Under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                   For the fiscal year ended December 31, 2002

                           Commission File No. 0-25562

                          GENESIS COMPANIES GROUP, INC.
                          -----------------------------
                 (Name of small business issuer in its charter)

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

                                830 S. Kline Way
                            Lakewood, Colorado 80226
                                 (303) 985-3972
                                 --------------
     (Address, including zip code and telephone number, including area code,
                       of registrant's executive offices)

         Securities registered under Section 12(b) of the Exchange Act:
                                      none

        Securities registered under to Section 12(g) of the Exchange Act:
                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that the Company 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 disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not 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.
                  ---

Issuer's revenues for its most recent fiscal year: $ -0-

                          (Continued on Following Page)

<PAGE>


State the  aggregate  market value of the voting  stock held by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of March 28, 2003: $0.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of March 28, 2003,  there were
4,500,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

                 This Form 10-KSB consists of Twenty Five Pages.
                  Exhibit Index is Located at Page Twenty Four.

                                                                               2

<PAGE>

                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                          GENESIS COMPANIES GROUP, INC.

                                                                            PAGE
                                                                            ----

Facing Page
Index
PART I
Item 1.       Description of Business..........................................4
Item 2.       Description of Property..........................................5
Item 3.       Legal Proceedings................................................5
Item 4.       Submission of Matters to a Vote of Security Holders..............5

PART II
Item 5.       Market for the Registrant's Common Equity and
                  Related Stockholder Matters..................................5
Item 6.       Management's Discussion and Analysis of Financial Condition
                  and Results of Operations....................................5
Item 7.       Financial Statements.............................................6
Item 8.       Changes in and Disagreements on Accounting
                  and Financial Disclosure....................................16

PART III
Item 9.       Directors, Executive Officers, Promoters and Control Persons;
                  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..18
Item 12.      Certain Relationships and Related Transactions..................19

PART IV
Item 13.      Exhibits and Reports of Form 8-K................................20
Item 14.      Controls and Procedures.........................................20

SIGNATURES....................................................................22

EXHIBIT INDEX.................................................................24


                                                                               3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Genesis  Companies Group,  Inc. ("we," "our," "us," or 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.  On or about March 29, 1990, we
filed a  registration  statement on Form S-18 with the  Securities  and Exchange
Commission,  wherein we attempted to register 20,000 Units, each Unit consisting
of 100  shares of our  Common  Stock and 100 Class A, Class B and Class C Common
Stock  Purchase   Warrants.   This   registration   statement  was  subsequently
voluntarily  abandoned  by us  prior  to  effectiveness  due to  adverse  market
conditions.  Other than  filing and  abandoning  of the  aforesaid  registration
statement, the only activities undertaken by us since our inception has been the
issuing of 4,500,000  shares of our common  stock to our original  shareholders,
which stock was issued in exchange for aggregate cash  consideration  of $13,500
(average  price of $0.003 per share) and which  shares are  presently  held by 8
persons. As such, we can be defined as a "shell" company,  whose sole purpose at
this time is to locate and  consummate  a merger or  acquisition  with a private
entity.

     The proposed business  activities  described herein classify us as a "blank
check"  company.  Many  states  have  enacted  statutes,  rules and  regulations
limiting the sale of securities of "blank check"  companies in their  respective
jurisdictions.  Management  does not intend to undertake  any efforts to cause a
market to develop  in our  securities  until  such time as we have  successfully
implemented  our  business  plan  described  herein.   Relevant  thereto,   each
shareholder  of the  Company has  executed  and  delivered  a  "lock-up"  letter
agreement,  affirming  that they shall not sell their  respective  shares of our
common  stock until such time as we have  successfully  consummated  a merger or
acquisition and we are no longer classified as a "blank check" company. In order
to provide further assurances that no trading will occur in our securities until
a merger or acquisition  has been  consummated,  each  shareholder has agreed to
place their  respective stock  certificate with our legal counsel,  who will not
release  these  respective  certificates  until such time as legal  counsel  has
confirmed  that a  merger  or  acquisition  has been  successfully  consummated.
However,  while management believes that the procedures  established to preclude
any sale of our securities  prior to closing of a merger or acquisition  will be
sufficient,  there can be no assurances that the procedures established relevant
herein  will  unequivocally  limit  any  shareholder's  ability  to  sell  their
respective securities before such closing.

     Management is of the opinion that our business  objectives  remain  viable,
despite our failure to merge with or acquire  another  business  entity to date.
Our management  continues to review potential merger  candidates and acquisition
opportunities.

Employees

     We have no full time  employees.  Our officers and directors have agreed to
allocate a portion of their time to our activities, without compensation.  These
officers and directors  anticipate  that our business plan can be implemented by
their devoting an aggregate of  approximately 20 hours per month to our business
affairs and,  consequently,  conflicts of interest may arise with respect to the
limited time  commitment by such  officers.  See "PART III,  ITEM 9,  DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."


                                                                               4

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

     We have no  properties  and at this time have no  agreements to acquire any
properties. We intend to attempt to acquire assets or a business in exchange for
our  securities,  which assets or business is determined to be desirable for our
objectives.

     Our principal  place of business is located at 830 S. Kline Way,  Lakewood,
Colorado 80226,  which offices are provided by Wm. Ernest  Simmons,  an officer,
director and  shareholder  of our Company,  on a rent free basis  pursuant to an
oral  agreement.  Mr. Simmons has advised us that he is agreeable to maintaining
this situation until we successfully  consummate an acquisition or merger. It is
anticipated  that this  arrangement  will be suitable  for the our needs for the
foreseeable future.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against us 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

     (a) Market Information. There is presently no trading market for our common
or preferred equity.

     (b) Holders. There are eight (8) holders of our Common Stock.

     (c) Dividends.

         (1) We  have  not  paid  any dividends on our Common  Stock.  We do not
foresee that we will have the ability to pay a dividend on our  Common  Stock in
the  fiscal  year  ending December 31, 2003, unless we successfully consummate a
merger or acquisition. There can be no assurances that a dividend will be issued
even if a merger or acquisition is so consummated.

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 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,

                                                                               5

<PAGE>

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.

     (a) Plan of Operation.

     We intend to seek to acquire assets or shares of an entity actively engaged
in business which generates revenues, in exchange for our securities. We have no
particular  acquisitions  in mind  and have not  entered  into any  negotiations
regarding such an  acquisition.  None of our officers,  directors,  promoters or
affiliates  have  engaged in any  preliminary  contact or  discussions  with any
representative  of any other company regarding the possibility of an acquisition
or merger between us and such other company as of the date of this report.

     Our Board of Directors  intends to provide our  shareholders  with complete
disclosure  documentation  concerning a potential  business  opportunity and the
structure of the proposed  business  combination  prior to  consummation  of the
same, which disclosure is intended to be in the form of a proxy statement. While
such  disclosure  may  include  audited  financial  statements  of such a target
entity,  there is no assurance that such audited  financial  statements  will be
available.  The Board of Directors does intend to obtain  certain  assurances of
value of the target entity's  assets prior to  consummating  such a transaction,
with further assurances that an audited statement would be provided within sixty
days after closing of such a transaction.  Closing  documents  relative  thereto
will  include  representations  that the  value  of the  assets  conveyed  to or
otherwise so  transferred  will not materially  differ from the  representations
included in such closing documents, or the transaction will be voidable.

     We have no full time  employees.  Our President and Treasurer and Secretary
have  agreed to  allocate  a portion of their  time to our  activities,  without
compensation.   These  officers   anticipate  that  our  business  plan  can  be
implemented by their devoting  approximately  20 hours per month to our business
affairs and,  consequently,  conflicts of interest may arise with respect to the
limited time  commitment  by such  officers.  See "PART III, ITEM 9 - DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - Resumes."

     Because  we  presently  have  nominal  overhead  and do not have any  other
material  financial  obligations,  management  believes that our short term cash
requirements can be satisfied by management  injecting  whatever nominal amounts
of cash  into our  Company  to cover  these  incidental  expenses.  There are no
assurances whatsoever that any additional cash will be made available us through
any means.

ITEM 7.  FINANCIAL STATEMENTS

                                                                               6

<PAGE>







                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001















                                                                               7

<PAGE>






                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Genesis Companies Group, Inc.
Lakewood, Colorado

We have audited the accompanying balance sheets of Genesis Companies Group, Inc.
(A Development  Stage Company) as of December 31, 2002 and 2001, and the related
statements of operations,  cash flows, and changes in  stockholders'  equity for
the years then  ended,  and for the period  December  22,  1988  (inception)  to
December 31, 2002.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Genesis Companies Group, Inc.
at December 31, 2002 and 2001,  and the results of its  operations  and its cash
flows  for the  years  then  ended,  and  for  the  period,  December  22,  1988
(inception)  to  December  31, 2002 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, conditions exist
which raise substantial doubt about the Company's ability to continue as a going
concern  unless  it is  able to  generate  sufficient  cash  flows  to meet  its
obligations and sustain its operations.  . Management's plans in regard to these
matters are  described  in Note 5. The  financial  statements  do no include any
adjustments that might result from the outcome of this uncertainty.


Denver, Colorado
March 20, 2003


                                                                               8

<PAGE>

                         GENESIS COMPANIES GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                  DECEMBER 31,


                                                            2002         2001
                                                          --------     --------
ASSETS:

Current Assets:
  Cash                                                    $     --     $     --
                                                          --------     --------

TOTAL ASSETS                                              $     --     $     --
                                                          ========     ========


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Liabilities:
  Accounts payable                                        $ 48,873     $ 38,930
  Short-term borrowings from shareholders                   19,302       16,302
                                                          --------     --------

TOTAL LIABILITIES                                           68,175       55,232
                                                          --------     --------
Stockholders' Equity (Deficit):
  Preferred stock, $.00001 par value, 10,000,000
    shares authorized                                           --           --
  Common stock, $.00001 par value, 100,000,000
    shares authorized, 4,500,000 shares issued and
    outstanding                                                 45           45
  Additional paid-in capital                                13,455       13,455
  Deficit accumulated during the development stage         (81,675)     (68,732)
                                                          --------     --------

Total Stockholders' Deficit                                (68,175)     (55,232)
                                                          --------     --------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $     --     $     --
                                                          ========     ========

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

                                                                               9

<PAGE>

                         GENESIS COMPANIES GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                          Year Ended          December 22, 1988
                                         December 31,           (Inception to
                                  ------------------------       December 31,
                                     2002           2001             2002
                                  ---------      ---------     ----------------




INCOME                            $      --      $      --     $             --

OPERATING EXPENSES:

Professional Fees                     4,707          6,547               47,935
Registration Fees                        --             --                3,668
Administrative Expenses               8,236          5,316               30,072
                                  ---------      ---------     ----------------

Total Operating Expenses             12,943         11,863               81,675
                                  ---------      ---------     ----------------

Net Loss from Operations          $ (12,943)     $ (11,863)    $        (81,675)
                                  =========      =========     =================

Weighted average number of
  shares outstanding              4,500,000      4,500,000             4,500,000
                                  =========      =========     =================

Net Loss Per Share                $     (*)      $     (*)     $             (*)
                                  =========      =========     =================

* Less than $0.01 per share

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

                                                                              10

<PAGE>

<TABLE>
                         GENESIS COMPANIES GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                               (Indirect Method)


<CAPTION>
                                                     Year Ended       December 22, 1988
                                                     December 31,       (Inception to
                                                  ------------------     December 31,
                                                    2002      2001           2002
                                                  --------  --------  -----------------
<S>                                               <C>       <C>       <C>
Cash Flows From Operating Activities:
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Net (Loss)                                      $(12,943) $(11,863) $         (81,675)
   Changes in assets and liabilities:
    Increase in  accounts payables                   9,943    11,863             48,873
                                                  --------  --------  -----------------
                                                     9,943    11,863             48,873
                                                  --------  --------  -----------------
Net Cash Used in Operating Activities               (3,000)       --            (32,802)
                                                  --------  --------  -----------------
Cash Flow From Financing Activities:
  Short-term borrowings from shareholders            3,000        --             19,302
  Issuance of common stock                              --        --             13,500
                                                  --------  --------  -----------------
  Net Cash Provided By Financing Activities          3,000        --             32,802
                                                  --------  --------  -----------------

Increase (Decrease) in Cash                             --        --                 --

Cash and Cash Equivalents - Beginning of period         --        --                 --
                                                  --------  --------  -----------------

Cash and Cash Equivalents - End of period         $     --        --  $              --
                                                  ========  ========  =================


Supplemental Cash Flow Information:
  Interest paid                                   $     --  $     --  $              --
                                                  ========  ========  =================
  Taxes paid                                      $     --  $     --  $              --
                                                  ========  ========  =================
</TABLE>

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

                                                                              11

<PAGE>

<TABLE>
                         GENESIS COMPANIES GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLKDERS' EQUITY



<CAPTION>
                                                                                 Deficit
                                                                               Accumulated
                                                  Common Stock     Additional  During the
                                               ------------------   Paid-In    Development
                                                 Shares    Amount   Capital       Stage       Totals
                                               ----------  ------  ----------  -----------  ----------
<S>                                            <C>         <C>     <C>         <C>          <C>
Balance -  December 22, 1988                           --  $   --  $       --  $        --  $       --

Stock issued for cash -  April 14, 1989           113,000       1         149           --         150
Stock issued for cash - May 12, 1989            1,315,000      13       3,987           --       4,000
Stock issued for cash - November 10, 1989       2,622,000      26       7,974           --       8,000
Stock issued for cash - December 5, 1989          450,000       5       1,345           --       1,350
                                               ----------  ------  ----------  -----------  ----------
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)
                                               ==========  ======  ==========   ==========  ==========
</TABLE>

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

                                                                              12

<PAGE>


                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 1   -General
         --------
         The Company

         Genesis  Companies  Group,  Inc.  (the  Company)  was  organized  as a
         Delaware corporation on December 22, 1988, and is primarily engaged in
         raising capital.

         On or about March 29, 1990, the Company filed a registration statement
         on Form S-18 with the Securities and exchange commission, wherein the
         company attempted to register 20,000 Units, each Unit consisting of 100
         shares of the Company's Common Stock and 100 Class A, Class B, and
         Class C Common Stock Purchase Warrants. The company prior to
         effectiveness subsequently voluntarily abandoned this registration
         statement. Other than filing of the aforesaid registration statements,
         the only activities undertaken by the Company since its inception has
         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 has executed and delivered a "lock-up" letter agreement,
         affirming that they shall 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 has agreed to place their respective stock certificates
         with the Company's legal counsel who will not release these respective
         certificates until such time as legal counsel has confirmed that a
         merger or acquisition has been successfully consummated.

         The Company's fiscal year end is December 31.

NOTE 2   -Summary of Significant Accounting Policies:
         -------------------------------------------
         Basis of Presentation

         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 Enterprise" as set forth in
         Financial Accounting Standards Board Statement 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.

         Estimates:

         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.

                                                                              13
<PAGE>

                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 2   -Summary of Significant Accounting Policies: (Continued)
         --------------------------------------------------------

         Income Taxes

         The Company accounts for income taxes under 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.

         Net (Loss) Per Common Share:

         The net (loss) per common share of the Series A Common Stock is
         computed based on the weighted average number of shares outstanding.

         Other Comprehensive Income

         The Company has no material components of other comprehensive income
         (loss) and accordingly, net loss is equal to comprehensive loss in all
         periods.

NOTE 3   - Income Taxes:
         --------------
         The Financial Accounting Standards Board (FASB) has issued Statement of
         Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for
         Income Taxes", which requires a change from the deferred method to the
         asset and liability method of accounting for income taxes. Under 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 carryforwards                $81,675
            Valuation allowance for deferred tax assets     (81,675)
                                                            -------
         Net deferred tax assets                            $     -
                                                            =======

         At December 31, 2002, the Company had net operating loss carryforwards
         of approximately $81,675 for federal income tax purposes. These
         carryforwards, if not utilized to offset taxable income will expire at
         the end of the December 31, 2003.


                                                                              14
<PAGE>

                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 4   - Related Party Transactions:
         -----------------------------
         Short term borrowing from shareholders

         The Chairman and other executive officers of the Company provided
         services and advanced cash to the Company for operations. Certain of
         these transactions resulted in notes being issued to the Chairman and
         certain executive officers, which were still outstanding at December
         31, 2002. Notes payable to officers are unsecured and bare interest at
         8%.

NOTE 5   - Going Concern
         ---------------
         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 has no cash and its current liabilities exceed current assets
         by $68,175.

         The future success of the Company is likely 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.





                                                                              15
<PAGE>


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

         None

                                    PART III

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

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers continue in office at the pleasure of the Board of Directors.

     Our Directors and Officers as of the date of this report are as follows:

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

         Wm. Ernest Simmons        64               President, Treasurer and
                                                    Director

         Frances I. Simmons        64               Secretary and Director

     All Directors of our Company will hold office until the next annual meeting
of the shareholders  and until  successors have been elected and qualified.  Our
Officers are elected by the Board of Directors and hold office until their death
or until they resign or are removed from office.

     Frances  I.  Simmons  is  the  wife  of Wm.  Ernest  Simmons.  There  is no
arrangement  or  understanding  between us (or any of our directors or officers)
and any other person pursuant to which such person was or is to be selected as a
director or officer.

     (b) Resumes:

     Wm.  Ernest  Simmons  currently  is,  and has been since  inception  of our
Company in 1988,  the President and a Director of our Company.  He was appointed
to the position of Treasurer on December 31, 2000,  to fill the vacancy  created
by the resignation of Harry G. Titcombe, Jr. From December 1991 through December
1999, he was also the President  and director of Yaak River  Resources,  Inc., a
publicly  traded  company  engaged in the mining  business.  In  addition to his
service to us, Mr.  Simmons is also  currently a  consultant  for the  ER-SHI-JU
Company,  Ltd.,  Mongolia and the "Bornuur"  Company,  both of which have common
interests  in a large  agricultural  project  in north  central  Mongolia.  From
December 1997 until March 1999, Mr. Simmons was a consultant/operations  manager
to Itec Minerals,  a Canadian firm employing advanced  technology to purge mined
sites and waste disposal areas of their contaminants.  From January 1995 through
May 1998, Mr. Simmons was  Director-General of the "Bumbat" Company Ltd., Zaamar
Sum,  Mongolia,  a  Mongolian-Canadian  joint venture mining operation where his
responsibilities  included  acquisitions  and  mobilization of all equipment and
supplies,  preparation and construction of mill sites and mining site operations
and other managerial  matters associated with the exploration and development of
hard rock gold mines.  From February 1991 through July 1994,  Mr.  Simmons was a
life and health insurance agent in Denver, Colorado with New York Life Insurance
Company. From 1978 to 1990, Mr. Simmons served as

                                                                              16

<PAGE>

Manager of U.S. Operations for Mining Corporation,  Inc., of Lakewood, Colorado.
From  February  1987 through  December  1989,  Mr.  Simmons was  president and a
director of  Bluestone  Capital,  Inc., a publicly  held "blind  pool"  Colorado
corporation.  From March, 1986 through July, 1994, Mr. Simmons was president and
a director of Yaak River Mines,  Ltd., a Colorado  corporation also defined as a
public "shell"  company.  Mr. Simmons received a Bachelor's of Science Degree in
Business  Administration from Regis University,  Denver,  Colorado,  in 1987 and
received the Degree of Mining  Technologist  from Haileybury  School of Mines in
1973. Mr. Simmons devotes approximately 20 hours per month to our business.

     Frances I. Simmons has been  Secretary  and a director of our Company since
December 31, 2000, at which time she was appointed to fill the vacancies created
in those positions by the resignation of Harry G. Titcombe, Jr. Mrs. Simmons has
been a retired  registered  nurse in excess of five years.  For the twenty years
prior to her  retirement,  she held  administrative  positions in accounting and
payroll  departments  of hospitals in Canada and for Minina  Corporation,  Inc.,
Noranda Exploration,  Breast Imaging and an allergy clinic in the United States.
Mrs.  Simmons  obtained her  registered  nursing  certification  from St. Mary's
Hospital,  Timmins, Ontario, Canada, in 1960. Mrs. Simmons devotes approximately
20 hours per month to our business.

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers,
directors  and persons who own more than 10% of our Common Stock to file reports
of  ownership  and  changes  in  ownership  with  the  Securities  and  Exchange
Commission.  All of the  aforesaid  persons are  required by SEC  regulation  to
furnish us with  copies of all  Section  16(a)  forms  they file.  There were no
changes in the  securities  holdings of any person  during the fiscal year ended
December 31, 2002, as all issued and outstanding share certificates issued by us
are  presently  held in escrow  with our  legal  counsel  until  such time as we
successfully consummate a merger or acquisition.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of  compensation  for services to us
for the fiscal  years ended  December  31, 2002 and 2001 of our chief  executive
officer.
<TABLE>
                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                               Long Term Compensation
                                          ---------------------------------
                    Annual Compensation           Awards            Payouts
                  ----------------------  ------------------------  -------
                                  Other
                                 Annual   Restricted   Securities            All Other
 Name and                        Compen-    Stock      Underlying     LTIP    Compen-
 Principal        Salary  Bonus  sation    Award(s)   Options/SARs  Payouts   sation
 Position   Year   ($)     ($)     ($)       ($)           (#)        ($)       ($)
----------  ----  ------  -----  -------  ----------  ------------  -------  ---------
<S>         <C>   <C>     <C>    <C>      <C>               <C>     <C>      <C>
Wm. Ernest  2002  $    0  $   0  $     0  $        0        0       $     0  $       0
Simmons,    2001  $    0  $   0  $     0  $        0        0       $     0  $       0
President,
Treasurer &
Director

</TABLE>


                                                                              17

<PAGE>

     It is not anticipated that any executive officer will receive  compensation
exceeding  $100,000 during the fiscal year ending  December 31, 2003,  except in
the event we successfully  consummate a business combination,  of which there is
no assurance.

     We maintain a policy  whereby our directors may be  compensated  for out of
pocket  expenses  incurred by each of them in the  performance of their relevant
duties.  We did not reimburse any director for such expenses during fiscal years
2002 or 2001.

     In addition to the cash  compensation  set forth above,  we reimburse  each
executive officer for expenses incurred on our behalf on an out-of-pocket basis.
We cannot  determine,  without undue  expense,  the exact amount of such expense
reimbursement.  However,  we believe that such reimbursements did not exceed, in
the aggregate, $1,000 during the fiscal year ended December 31, 2002.

Incentive Stock Option Plan

     We have adopted an incentive stock option plan for key employees, including
officers and  directors  (the  "Plan").  We have reserved a maximum of 2,500,000
Common Shares to be issued upon the exercise of options  granted under the Plan.
The Plan is  intended  to qualify as an  "incentive  stock  option  plan"  under
Section 422A of the  Internal  Revenue  Code of 1986,  as amended.  Accordingly,
options will be granted under the Plan at exercise  prices at least equal to the
fair market value per share of the Common Stock on the respective dates of grant
and will be subject to the limitations  provided by the Code.  However,  options
may be granted to officers  and/or  directors or others who own more than 10% of
the outstanding Common Stock only at an option price which, on the date granted,
is at least 110% of the fair market value of the Common  Stock.  With respect to
options granted pursuant to Section 422A,  employees will not recognize  taxable
income  upon  either  the  grant or  exercise  of such  options.  We will not be
entitled to any  compensating  deduction  with  respect to such  options  unless
disqualifying  dispositions,  as  defined  by such law,  are  made.  The Plan is
administered  by the Board of Directors.  No options have been granted under the
Plan as of the date of this  report  and no options  will be granted  until such
time as we have successfully consummated a business combination.

     No other  retirement,  pension,  profit sharing,  stock option or insurance
programs or other  similar  programs  have been adopted by us for the benefit of
our employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the beneficial  ownership of our voting securities by
each  person  known by us to be the  beneficial  owner  of more  than 5% of such
securities,  as well as by all of our directors and officers.  Unless  otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.


                                                                              18

<PAGE>

                                                  Amount and Nature of
                       Name and Address               Beneficial        Percent
Title of Class       of Beneficial Owner              Ownership         of Class
--------------       -------------------              ---------         --------
Common           Wm. Ernest Simmons (1)               1,206,000           26.8%
                 830 S. Kline Way
                 Lakewood, Colorado  80226

Common           Frances I. Simmons (1)                       0             *
                 830 S. Kline Way
                 Lakewood, Colorado  80226

Common           Harry G. Titcombe, Jr.               1,206,000           26.8%
                 3932 South Atchison Way #E
                 Aurora, Colorado  80014

Common           Susan K. Sunsvold                    1,000,000           22.2%
                 5121 S. Ironton Way
                 Englewood, Colorado  80111

Common           Heather E. Nutting                     315,000            7.0%
                 9035 W. 5th Place
                 Lakewood, Colorado  80226

Common           John D. Brasher, Jr.                   283,500            6.3%
                 3773 Cherry Creek Drive No.
                 Suite 615
                 Denver, Colorado  80209

Common           All Officers and Directors
                 as a Group                           1,206,000           28.8%
                 (2 persons)
---------------------
*        Less than 1%

(1) Officer and director as of the date of this report.

     The balance of our outstanding Common Shares are held by 3 persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Wm. Ernest Simmons, the President, Treasurer and a director of our Company,
has loaned us an aggregate of $19,302 to cover general and administrative  costs
incurred  by us.  This  loan is  expected  to be  repaid  when  we  successfully
consummate  a merger  or  acquisition,  if such  funds are  available.  The loan
accrues interest at the rate of 8% per annum and is due upon demand.


                                                                              19
<PAGE>

     Mr. Simmons also provides us with our principal  office space,  which space
is provided to us on a rent free basis.

     There were no other related party  transactions  which occurred  during the
past  two  years  and  which  are  required  to be  disclosed  pursuant  to  the
requirements included under Item 404 of Regulation SB.

                                     PART IV

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

     (a)    Exhibits
            --------

     3.1*   Certificate and Articles of Incorporation and Amendments thereto.

     3.2*   Bylaws

     4.1*   Copies of All Lock-up Agreements by the Company's Shareholders

    99.2    Certification of Financial Statements in Accordance With Sarbanes-
            Oxley Act of 2002
-----------------------

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB, filed on February 15, 1995, and are incorporated by reference herein.

     (b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the last calendar quarter of
the fiscal year ended December 31, 2002.

ITEM 14.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

     Disclosure  controls and procedures are designed to ensure that information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in the reports  filed under the  Securities  Exchange  Act of 1934 is
accumulated  and  communicated  to  management,  including  our Chief  Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding required disclosure.

         Within the 90 days prior to the filing date of this report, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation

                                                                              20

<PAGE>

of our Principal Executive Officer, who is also our Principal Financial Officer.
Based upon that  evaluation,  they concluded  that our  disclosure  controls and
procedures  are effective in gathering,  analyzing  and  disclosing  information
needed to satisfy our disclosure obligations under the Exchange Act.

Changes in Internal Controls
----------------------------

     There were no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect those  controls  since the most recent
evaluation of such controls.



                                                                              21

<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 March 31, 2003

                                       GENESIS COMPANIES GROUP, INC.
                                       (Registrant)


                                       By:  s/Wm. Ernest Simmons
                                          --------------------------------------
                                          Wm. Ernest Simmons,
                                          President and Treasurer



     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 March 31, 2003.


s/Wm. Ernest Simmons
----------------------------------
Wm. Ernest Simmons,
President, Treasurer and Director


s/Frances I. Simmons
----------------------------------
Frances I. Simmons
Secretary and Director



                                 CERTIFICATIONS


I, Wm. Ernest Simmons, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Genesis Companies
          Group, Inc.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial

                                                                              22

<PAGE>



          condition,  results of operations  and cash flows of the Registrant as
          of, and for, the periods presented in this annual report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
          for the Registrant and have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the Registrant,  including its
               consolidated  subsidiaries,  is made  known to  me/us  by  others
               within those  entities,  particularly  during the period in which
               this annual report is being prepared;

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and  procedures  as of a date within ninety (90) days of
               the filing date of this annual  report (the  "Evaluation  Date");
               and

          c.   presented  in  this  annual  report  my  conclusions   about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          Registrant's  auditors  and the Audit  Committee  of the  Registrant's
          Board of Directors (or persons performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the Registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  Registrant's  auditors any material
               weakness in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   I have  indicated  in this  annual  report  whether  or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          my most recent  evaluation,  including  any  corrective  actions  with
          regard to significant deficiencies and material weaknesses.


Dated: March 31, 2003                    s/Wm. Ernest Simmons
                                       -----------------------------------------
                                       Wm. Ernest Simmons,
                                       Chief Executive Officer and
                                       Chief Financial Officer



                                                                              23

<PAGE>

                          GENESIS COMPANIES GROUP, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

EXHIBITS                                                                Page No.
--------                                                                --------

  99.2       Certification of Financial Statements in Accordance with
             Sarbanes-Oxley Act of 2002                                       25


                                                                              24