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, 1996

                           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 27, 1997: $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 27, 1997 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 Six pages.
                    Exhibit Index is Located at Page Twenty Five.

                                                                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.....................         8
Item 3.    Legal Proceedings...........................         8
Item 4.    Submission of Matters to a Vote of            
               Security Holders........................         8

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.........         9
Item 6.    Management's Discussion and Analysis of 
               Financial Condition and Results of
               Operations..............................         9
Item 7     Financial Statements........................        10
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure................        19 


PART III
Item 9.    Directors, Executive Officers, Promoters 
               and Control Persons, Compliance with 
               Section 16(a) of the Exchange Act.......        19
Item 10.   Executive Compensation......................        20
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management...................        21
Item 12.   Certain Relationships and Related 
               Transactions............................        22

PART IV
Item 13.   Exhibits and Reports of Form 8-K............        23 
 


SIGNATURES.............................................        24

EXHIBIT INDEX .........................................        25

                                                                3

<PAGE>

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

     Genesis Companies Group, Inc. (the "Company" or "Registrant"),
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, 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.  This registration statement was subsequently
voluntarily abandoned by the Company prior to effectiveness.  Other
than filing and abandoning of the aforesaid registration statement,
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 (average price
of $0.003 per share), which shares are presently held by 8 persons. 
As such, the Company 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 the
Company 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 the Company's securities until such time as
the Company has successfully implemented its 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 the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company.  In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate 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.  However, while management believes that
the procedures established to preclude any sale of the Company's
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.

                                                                4

<PAGE>

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation.  The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature.  This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities.  Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources.  See "Item 7 - Financial Statements."  This
lack of diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company
to offset potential losses from one venture against gains from
another.

     The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes.  The Company
may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

     The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky.  Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.  

     The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any
significant cash or other assets.  However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering.  The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business

                                                                5

<PAGE>

opportunity, including the costs of preparing Form 8-K's, 10-K's
or 10-KSB's, agreements and related reports and documents.  The
Securities Exchange Act of 1934 (the "34 Act") specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act.  Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.

     The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company, none of whom is a professional business analyst. 
Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its
attention through present associations of the Company's officers
and directors, or by the Company's shareholders.  In analyzing
prospective business opportunities, management will consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements;
history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of
management services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for
profit; the perceived public recognition of acceptance of products,
services, or trades; name identification; and other relevant
factors.  Officers and directors of the Company will meet
personally with management and key personnel of the business
opportunity as part of their investigation.  To the extent
possible, the Company intends to utilize written reports and
personal investigation to evaluate the above factors.  The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.

     Management of the Company, while not especially experienced in
matters relating to the new business of the Company, shall rely
upon their own efforts and, to a much lesser extent, the efforts of
the Company's shareholders, in accomplishing the business purposes
of the Company.  It is not anticipated that any outside consultants
or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein.  However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which
to pay such obligation.  There have been no contracts or agreements

                                                                6

<PAGE>

with any outside consultants and none are anticipated in the
future.

     The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life.  It is impossible to predict at
this time the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.  However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.

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

Previous "Blind Pool" Experience.

     Mr. Wm. Ernest Simmons, President and a director of the
Company, was president and a director of Bluestone Capital Corp.,
a "blank check" company ("Bluestone"), which filed a registration
statement in September 1987 with the Denver Regional Office of the
Securities and Exchange Commission ("SEC"), pursuant to the
Securities Act of 1933, as amended (the "Offering").  The Offering
was deemed effective by the SEC on July 13, 1988 and successfully
closed with gross sales of $150,000 (1,500,000 Units at $.10 per
Unit).  In December 1989, Bluestone completed a merger with
Dialogue, Inc., wherein Bluestone issued 30,000,000 shares of its
"restricted" common stock, representing approximately 83% interest
in Bluestone, for all of the issued and outstanding shares of
Dialogue.  Mr. Simmons resigned his positions with Bluestone at the
time of the Dialogue acquisition.  The company has since ceased
operations.

     Mr. Simmons was also President and a director of Yaak River
Mines, Ltd., which filed a registration statement on Form 10-SB
with the Securities and Exchange Commission in September 1993. 
This registration statement became effective in April 1994. 
Effective June 27, 1994, Yaak River Mines, Ltd. ("Mines") entered
into a letter of intent with ITV Communications, Inc. ("ITV"), a
privately held California corporation, whereby Mines agreed to
acquire all of the issued and outstanding shares of ITV, in
exchange for issuance by Mines of previously unissued "restricted"
common stock, representing ownership interest of approximately 90%
in Mines.  Mr. Simmons resigned his position with Mines in July
1994, prior to the consummation of the relevant transaction.  The

                                                                7

<PAGE>

Mines-ITV transaction successfully closed on February 8, 1995.  As
of the date of this registration statement, management of the
surviving entity is engaged in listing its securities for trading
on a recognized stock exchange, but as of the date hereof, no
market for the Mines securities has commenced.

     Mr. Titcombe, the remaining member of the Company's officers
and directors, does not have any prior "blank check" company
experience.

Employees

     The Company has no full time employees.  The Company's
officers and directors have agreed to allocate a portion of their
time to the activities of the Company, without compensation.  These
officers and directors anticipate that the business plan of the
Company can be implemented by their devoting an aggregate of
approximately 20 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with
respect to the limited time commitment by such officers.  See "Item
9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act."

ITEM 2.  DESCRIPTION OF PROPERTY 

     The Company has no properties and at this time has no
agreements to acquire any properties.  The Company intends to
attempt to acquire assets or a business in exchange for its
securities which assets or business is determined to be desirable
for its objectives.

     The Company's 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 the
Company, on a rent free basis pursuant to an oral agreement.  Mr.
Simmons has advised the Company that he is agreeable to maintaining
this situation until the Company successfully consummates an
acquisition or merger.  It is anticipated that this arrangement
will be suitable for the needs of the Company for the foreseeable
future.

ITEM 3.   LEGAL PROCEEDINGS

     There are no material legal proceedings which are pending or
have been threatened against the Company of which management is
aware.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                                                8

<PAGE>

                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

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

     (b)  Holders.  There are eight (8) holders of the Company's
Common Stock. 

     As of the date of this report all 4,500,000 shares of the
Company's Common Stock are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule.  In general, under
Rule 144, a person (or persons whose shares are aggregated) who has
satisfied a two year holding period, under certain circumstances,
may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding
Common Stock or the average weekly trading volume during the four
calendar weeks prior to such sale.  Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity
limitation by a person who has satisfied a three-year holding
period and who is not, and has not been for the preceding three
months, an affiliate of the Company.

     (c)  Dividends.  

     (1)  The Company has not paid any dividends on its Common
Stock. The Company does not foresee that the Company will have the
ability to pay a dividend on its Common Stock in the fiscal year
ended December 31, 1996, unless the Company successfully
consummates 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

     (a)  Plan of Operation.

     The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities.  The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition.  None of the Company's 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 the
Company and such other company as of the date of this registration
statement.

                                                                9

<PAGE>

     The Company's Board of Directors intends to provide the
Company's 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 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.

     The Company has no full time employees.  The Company's
President and Secretary-Treasurer have agreed to allocate a portion
of their time to the activities of the Company, without
compensation.  These officers anticipate that the business plan of
the Company can be implemented by their devoting approximately 20
hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the
limited time commitment by such officers.  See "Item 9.  Directors,
Executive Officers, Promotors asnd Control Persons; Compliance with
Section 16(a) of the Exchange Act - Resumes."

     Because the Company presently has nominal overhead or other
material financial obligations, management of the Company believes
that the Company's short term cash requirements can be satisfied by
management injecting whatever nominal amounts of cash into the
Company to cover these incidental expenses.  There are no
assurances whatsoever that any additional cash will be made
available to the Company through any means.

ITEM 7.  FINANCIAL STATEMENTS

                                                               10

<PAGE>









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


                                FINANCIAL STATEMENTS

                                  December 31, 1996


































                                                                    11

<PAGE>

                          Michael B. Johnson & Co., P.C.
                           (A Professional Corporation)

                           Certified Public Accountants
                         9175 East Kenyon Ave., Suite 100
                               Denver, Colorado 80237
Michael B. Johnson C.P.A.                              Telephone: (303) 796-0099
Member: A.I.C.P.A.                                           Fax: (303) 796-0137



Board of Directors
Genesis Companies Group, Inc.


We have examined the accompanying balance sheet of Genesis Companies Group, Inc.
(A Development Stage Company) as of December 31, 1996 and December 31, 1995, and
the related statements of operations, cash flows, and changes in stockholders'
equity for the period December 22, 1988 (inception), through December 31, 1996,
and the fiscal years ended December 31, 1996 and 1995.  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 generally accepted auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our 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, 1996 and December 31, 1995, and the results of its operations
and its cash flows for the period December 22, 1988 (inception), through
December 31, 1996, and the fiscal years ended December 31, 1996 and 1995, in
conformity with generally accepted accounting principles.


                                        s/Michael B. Johnson & Co., P.C.



Denver, Colorado
March 10, 1997

                                                                    12

<PAGE>

<TABLE>

                           GENESIS COMPANIES GROUP, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                                   BALANCE SHEET
                                    December 31,
<CAPTION>

                                                 1996             1995
                                              _________       ___________
<S>                                           <C>             <C>
ASSETS:

  Current Assets:
    Cash                                      $       0       $       460
                                              _________       ___________
TOTAL ASSETS                                  $       0       $       460


LIABILITIES AND SHAREHOLDERS' EQUITY:

  Liabilities:
    Accounts Payable                          $   4,522       $         0
    Shareholder Loans                                 6                 0
                                              _________       ___________
TOTAL LIABILITIES                             $   4,528       $         0

Stockholders' Equity:
  Common stock, $.00001 par value,
   100,000,000 shares authorized,
   4,500,000 shares issued and 
   outstanding                                $      45       $        45
  Preferred Stock, $.00001 par value,
   10,000,000 shares authorized                       0                 0
  Additional paid-in capital                     13,455            13,455
  Deficit accumulated during
    the development stage                       (18,028)          (13,040)
                                              _________       ___________
Total Stockholders' Equity                    $  (4,528)      $       460
                                              _________       ___________
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                        $       0       $       460

<FN>

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

</TABLE>






                                                                    13

<PAGE>

<TABLE>
                           GENESIS COMPANIES GROUP, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                              STATEMENT OF OPERATIONS
<CAPTION>

                                                           December 22, 1988
                                 For the       For the         (Inception)
                               Year Ended     Year Ended           Thru
                              December 31,   December 31,      December 31,
                                  1996           1995              1996
                              ____________   ____________   _________________
<S>                           <C>            <C>            <C>
INCOME                        $          0   $          0   $               0

OPERATING EXPENSES:
  Professional Fees                  4,772              0              13,086
  Registration Fees                     50              0               3,240
  Administrative Expenses              166            192               1,702
                              ____________   ____________   _________________

    Total Operating Expenses  $      4,988            192              18,028

Net Loss from Operations      $     (4,988)  $       (192)  $         (18,028)

Weighted average number of
  shares outstanding             4,500,000      4,500,000           4,453,125

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


*Less than $0.01 Per Share.

<FN>

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

</TABLE>















                                                                    14

<PAGE>

<TABLE>
                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENT OF CASH FLOWS
                                 INDIRECT METHOD

<CAPTION>
                                                             December 22, 1988
                                    For the        For the      (Inception)
                                  Year Ended     Year Ended         Thru
                                 December 31,    December 31,   December 31,
                                      1996          1995            1996
                                 ____________   ____________   ______________ 
<S>                              <C>            <C>            <C>
Cash Flows From
  Operating Activities:
    Net Profit (Loss)            $     (4,988)  $      (192)   $     (18,028)
    Increase (Decrease) in
     Accounts Payables                  4,528             0            4,528
                                 ____________   ___________    _____________

  Net Cash Provided (Used)
    By Operating Activities              (460)         (192)         (13,500)

Cash Flows From
  Financing Activities:
    Issuance of Common Stock                0             0           13,500
                                 ____________   ____________   ______________

  Net Cash Provided (Used)
    in Financing Activities                 0             0           13,500
                                 ____________   ____________   ______________

Increase (Decrease) in Cash              (460)         (192)               0

Cash and Cash Equivalents -
  Beginning of Period                     460           652                0
                                 ____________   ____________   ______________

Cash and Cash Equivalents -
  End of Period                  $          0   $       460    $           0


<FN>

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

</TABLE>






                                                                    15

<PAGE>

<TABLE>
                          GENESIS COMPANIES GROUP, INC.
                              (A DEVELOPMENT STAGE)
                        STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>

                                                           Deficit
                                                         Accumulated
                                             Additional   During the
                                     Common    Paid In   Development
                       Common Stock   Stock    Capital      Stage      Total
                       ____________  ______  __________  ___________  _______
<S>                    <C>           <C>     <C>         <C>          <C>
Balance at
  December 22, 1988               0  $    0  $        0  $         0  $     0

Stock issued for cash
  April 14, 1989            113,000       1         149            0      150

Stock issued for cash
  May 12, 1989            1,315,000      13       3,987            0    4,000

Stock issued for cash
  November 10, 1989       2,622,000      26       7,974            0    8,000

Stock issued for cash
  December 5, 1989          450,000       5       1,345            0    1,350
                       ____________  ______  __________  ___________  _______ 
Balance at
  December 31, 1989       4,500,000      45      13,455            0   13,500

W/O deferred
  offering costs                                             (10,661) (10,661)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1990       4,500,000      45      13,455      (10,661)   2,839

Net Loss for year ended
  December 31, 1991                                           (1,309)  (1,309)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1991       4,500,000      45      13,455      (11,970)   1,530

Net Loss for year ended
  December 31, 1992                                              (10)     (10) 
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1992       4,500,000      45      13,455      (11,980)   1,520

Net Loss for year ended
  December 31, 1993                                               (9)      (9)
                       ____________  ______  __________  ____________  ______

                                                                    16

<PAGE>

Balance at
  December 31, 1993       4,500,000      45      13,455      (11,989)   1,511

Net Loss for year ended
  December 31, 1994                                             (859)    (859)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1994       4,500,000      45      13,455      (12,848)     652

Net Loss for year ended
  December 31, 1995                                             (192)    (192)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1995       4,500,000      45      13,455      (13,040)     460

Net Loss for year ended
  December 31, 1996                                           (4,988)  (4,988)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1996       4,500,000  $   45  $   13,455  $   (18,028) $(4,528)

<FN>

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

</TABLE>
                                                                    17

<PAGE>

                          GENESIS COMPANIES GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 December 31, 1996


NOTE 1 -              Organization

                      Organization - The Company was organized as a Delaware
                      Corporation on December 22, 1988.

                      Basis of Presentation - The Company is in the
                      development stage 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.  This registration statement was
                      subsequently voluntarily abandoned by the Company prior
                      to effectiveness.  Other than filing of the aforesaid
                      registration statement, 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, and each shareholder has agreed
                      to place their respective stock certificate 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.

NOTE 2 -              Summary of Significant Accounting Policies:

                      Revenue is recognized when earned and expenses are
                      recognized when they occur.

                      Loss Per Share - Net loss per common share is based
                      upon the weighted average common share outstanding
                      during each period.

NOTE 3 -              Income Taxes:

                      The Company has made no provision for income taxes
                      because there have been no operations to date causing
                      income for financial statement or tax purposes.  The
                      Company has net operating loss carryforwards of
                      approximately $18,000 for financial statement and tax
                      purposes, which begin to expire in 2003.

                                                                    18

<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.  

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

     Name                     Age       Position
    ______________________   ___       _______________________

    Wm. Ernest Simmons        58       President and Director

    Harry G. Titcombe, Jr.    66       Secretary-Treasurer and
                                       Director

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

     There are no family relationships among the officers and
directors.  There is no arrangement or understanding between the
Company (or any of its 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 the Company in 1988, the President and a Director of the
Company.  He is also the President, a director and a controlling
shareholder of Yaak River Resources, Inc., a public reporting
company engaged in the mining business. Also, since December 1995,
Mr. Simmons has been Director General of "Bumbat" Co., Ltd., a
Mongolian-Canadian joint venture mining operation based in Zaamar
Sum, Mongolia, where his responsibilities include acquisition and
mobilization of all equipment and supplies, preparation and
construction of mill site and mine site operations and other
managerial matters associated with the exploration and development
of hard rock gold.  Prior, from 1991 through December 1995, Mr.

                                                               19

<PAGE>

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 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 the
business of the Company.

     Harry G. Titcombe, Jr. has been Treasurer and a director of
the Company since November, 1989.  In January 1995, Mr. Titcombe
was also appointed as Secretary of the Company.  Since 1984, Mr.
Titcombe has engaged in the practice of law as a sole practitioner
in Denver, Colorado.  Prior to that, Mr. Titcombe was a partner and
associate at the Denver law firm of Burnett, Horan & Hilgers and
was a Deputy District Attorney in the offices of the Denver County
District Attorney.  He is also an officer and director of Yaak
River Resources, Inc., a public reporting company engaged in the
mining business.  Mr. Titcombe received a degree of L.L.B. in 1960
from the University of Denver College of Law.  Mr. Titcombe devotes
only such time as necessary to the business of the Company.

     Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors and person who own more than 10%
of the Company's 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 the Company with copies of all Section 16(a) forms they
file.

     Although the aforesaid persons have not as yet filed such
reports, management has been advised that such reports will be
filed within seven days of the date of the filing of this Form 10-
KSB and that such reports will reflect no changes in the securities
holdings of any person.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation for
services to the Company for the year ended December 31, 1996 and
1995 of the chief executive officer of the Company.  

                                                               20

<PAGE>

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>

                                             Long Term Compensation
                                          ____________________________

                   Annual Compensation          Awards         Payouts
                  _____________________   ____________________ _______
                                                    Securities
                                 Other                 Under-            All
Name                             Annual   Restricted   lying            Other
and                              Compen-     Stock    Options/  LTIP   Compen-
Principal         Salary  Bonus  sation     Award(s)    SARs   Payouts sation
Position    Year   ($)     ($)    ($)        ($)        (#)      ($)     ($)
__________  ____  ______  _____  ______    ________   _______  _______ ______
<S>         <C>   <C>     <C>    <C>       <C>        <C>      <C>     <C>
Wm. Ernest          (1)
Simmons,    1995  $    0  $   0  $    0    $      0         0  $     0 $    0
President &
Director    1996  $    0  $   0  $    0    $      0         0  $     0 $    0
_________________________

<F1>
(1)        It is not anticipated that any executive officer of the
           Company will receive compensation exceeding $100,000 during
           1997, except in the event the Company successfully consummates
           a business combination, of which there is no assurance.

</TABLE>

     The Company maintains a policy whereby the directors of the
Company may be compensated for out of pocket expenses incurred by
each of them in the performance of their relevant duties.  The
Company did not reimburse any director for such expenses during
fiscal year 1996.

     In addition to the cash compensation set forth above, the
Company reimburses each executive officer for expenses incurred on
behalf of the Company on an out-of-pocket basis.  The Company
cannot determine, without undue expense, the exact amount of such
expense reimbursement.  However, the Company believes that such
reimbursements did not exceed, in the aggregate, $1,000 during the
fiscal year ended December 31, 1996.

     There are no bonus or incentive plans in effect, nor are there
any understandings in place concerning additional compensation to
the Company's officers.  

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

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

                                                               21

<PAGE>

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

<TABLE>
<CAPTION>
                    Name and            Amount and
                   Address of            Nature of
Title of           Beneficial           Beneficial    Percent of
 Class                Owner                Owner        Class
________    _________________________   __________    __________
<S>         <C>                         <C>           <C>
Common      Wm. Ernest Simmons(1)        1,206,000       26.8%
            830 S. Kline Way
            Lakewood, CO 80226

Common      Harry G. Titcombe, Jr.(1)    1,206,000       26.8%
            3003 E. 3rd Ave., #201
            Denver, CO 80206

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

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

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

Common      All Officers &               2,412,000       53.6%             
            Directors as a Group 
            (2 persons)

_________________________________

<F1>

(1)  Officer and/or director of the Company.
          
</TABLE>

     The balance of the Company's outstanding Common Shares are
held by 3 persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There were no 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.

                                                               22

<PAGE>

                                                                     PART IV

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

(a)   Exhibits

      EX-27     Financial Data Schedule

      The following Exhibits were 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:

       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

(b)   Reports on Form 8-K 

      The Company did not file any reports on Form 8-K during the
last calendar quarter of the fiscal year ended December 31, 1996.

                                                               23

<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 27, 1997.

                                   GENESIS COMPANIES GROUP, INC.
                                   (Registrant)


                                   By:/s/ Wm. Ernest Simmons     
                                      Wm. Ernest Simmons, President


                                   By:/s/ Harry G. Titcombe, Jr. 
                                      Harry G. Titcombe, Jr.,
                                      Secretary-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 27, 1997.



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


/s/ Harry G. Titcombe, Jr.
Harry G. Titcombe, Jr.,
Secretary-Treasurer and Director

                                                               24

<PAGE>

                         GENESIS COMPANIES GROUP, INC.
                  Exhibit Index to Annual Report on Form 10-KSB
                    For the Fiscal Year Ended December 31, 1996

EXHIBITS                                                 Page No.

  EX-27     Financial Data Schedule . . . . . . . . . .       26


                                                               25