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, 1999

                           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 April 10, 2000: $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 April 10, 2000,  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 Three.

                                                                               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.........         6
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations..............................         6
Item 7     Financial Statements........................         8
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure................        18


PART III

Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.......        18
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



                                                                               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 due to adverse market conditions. 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) and 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>



     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.

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 "Part III,  Item 9,  Directors,
Executive Officers, Promoters and Control Persons."

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  maintain  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

                                                                               5


<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.

     (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,  2000,  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

     The following  discussion  should be read in conjunction with the Company's
audited  financial  statements and notes thereto included herein.  In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Company's  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, or on
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.

     (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

                                                                               6


<PAGE>



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.

     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 "Part  III,  Item 9 -  Directors,  Executive
Officers, Promotors and Control Persons - 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.

Year 2000

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the impact of the recent change in the century. If not corrected,  many computer
applications were expected to fail or create erroneous results by or at the Year
2000. As a result, many companies were required to undertake major

                                                                               7


<PAGE>



projects  to address  the Year 2000  issue.  Because  the Company has no assets,
including any personal property such as computers, the Company did not incur any
negative  impact as a result of this  problem and no problems in this regard are
anticipated in the future.

ITEM 7.  FINANCIAL STATEMENTS

                                                                               8


<PAGE>











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


                             FINANCIAL STATEMENTS

                               December 31, 1999















                                                                               9


<PAGE>



                         Michael B. Johnson & Co, LLC

                         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
Colorado Society of C.P.A.'s



Board of Directors
Genesis Companies Group, Inc.
Denver, Colorado

We have examined the accompanying balance sheet of Genesis Companies Group, Inc.
(A Development  Stage Company) as of December 31, 1999 and 1998, and the related
statements of operations,  cash flows, and changes in  stockholders'  equity for
the period  December 22, 1988  (inception),  through  December 31, 1999, and the
fiscal years ended December 31, 1999 and 1998.  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.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements 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, 1999 and 1998,  and the results of its  operations  and its cash
flows for the period December 22, 1988 (inception) through December 31, 1999 and
the fiscal years ended December 31, 1999 and 1998, in conformity  with generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  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.  The financial  statements do no include
any adjustment that might result from the outcome of this uncertainty.

s/Michael B. Johnson & Co., LLC

Denver, Colorado
March 22, 2000

                                                                              10


<PAGE>

<TABLE>


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




<CAPTION>
                                                          1999         1998
                                                       ---------    ---------
<S>                                                    <C>          <C>
ASSETS:

Current Assets:
  Cash                                                 $       -    $       -
                                                       ---------    ---------
TOTAL ASSETS                                           $       -    $       -
                                                       =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
  Accounts Payable                                     $  16,456    $   9,300
  Short term Borrowing from Shareholders                  16,302       13,557
                                                       ---------    ---------
TOTAL LIABILITIES                                         32,758       22,857
                                                       ---------    ---------

Stockholders' Equity (Deficit):
  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                                           -            -
  Additional paid-in capital                              13,455       13,455
  Deficit accumulated during the
   development stage                                     (46,258)     (36,357)
                                                       ---------    ---------
Total Stockholders' Deficit                              (32,758)     (22,857)
                                                       ---------    ---------
TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIT                               $       -    $       -
                                                       =========    =========

















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

</TABLE>
                                                                              11


<PAGE>

<TABLE>


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






<CAPTION>
                                For the        For the     December 22, 1988
                              Year Ended     Year Ended     (Inception) thru
                              December 31,   December 31,     December 31,
                                  1999          1998              1999
                              -----------    -----------      -----------
<S>                           <C>            <C>              <C>
INCOME                        $         -    $         -      $         -


OPERATING EXPENSES:
Professional Fees                   5,904          5,970           31,250
Registration Fees                     178              0            3,668
Administrative Expenses             3,819             89           11,340
                              -----------    -----------      -----------
Total Operating Expenses            9,901          6,059           46,258
                              -----------    -----------      -----------
Net Loss from Operations      $    (9,901)   $    (6,059)     $   (46,258)
                              ===========    ===========      ===========
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.

</TABLE>
                                                                              12


<PAGE>


<TABLE>

                         GENESIS COMPANIES GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS
                                Indirect Method

<CAPTION>
                                 For the         For the     December 22, 1988
                               Year Ended      Year Ended     (Inception) thru
                               December 31,    December 31,      December 31,
                                   1999            1998              1999
                               -----------     -----------       -----------
<S>                            <C>             <C>               <C>
Cash Flows From Operating
  Activities:

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

 Net Loss                      $    (9,901)    $    (6,059)      $   (46,258)
 Changes in assets and
  liabilities:
    Increase in Accounts

     Payables                        7,156           4,204            16,456
    Increase in Short-term
     Borrowings-Shareholder          2,745           1,855            16,302
                               -----------     -----------      ------------
                                     9,901           6,059            32,758
                               -----------     -----------      ------------
Net Cash Used In

    Operating Activities                 -               -           (13,500)
                               -----------     -----------      ------------

Cash Flow From Financing
  Activities:

 Issuance of Common Stock                -               -            13,500
                               -----------     -----------      ------------
Net Cash Provided By

  Financing Activities                   -               -            13,500
                               -----------     -----------      ------------

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                   $         -     $         -      $          -
                               ===========     ===========      ============




  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 STOCKHOLDERS' EQUITY

<CAPTION>
                                                          Deficit
                                                        Accumulated
                                             Additional   During the
                             Common Stock     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
W/O 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)
                          =========  ======   ========   ===========  =========
  The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                                              14


<PAGE>




                         GENESIS COMPANIES GROUP, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 1999


NOTE 1 - Organization and Summary of Significant Accounting Policies:
         -----------------------------------------------------------
     Organization

     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.  Also,  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.

     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.

     Basis of Accounting:

     The  accompanying  financials  statements have been prepared on the accrual
     basis of  accounting  in  accordance  with  generally  accepted  accounting
     principles.

     The Company's fiscal year end is December 31.

     Estimates:

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

                                                                              15


<PAGE>



                         GENESIS COMPANIES GROUP, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 1999

NOTE 1 - Organization and Summary of Significant Accounting Policies:(Continued)
         -----------------------------------------------------------------------

     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.

     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 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              $46,258
       Valuation allowance for deferred tax assets   (46,258)
                                                     -------
     Net deferred tax assets                         $     -
                                                     =======

     At December 31, 1999, the Company had net operating loss  carryforwards  of
     approximately $46,258 for federal income tax purposes. These carryforwards,
     if not  utilized  to offset  taxable  income  will expire at the end of the
     indicated years:

     2003-$10,661, 2004-$1,309, 2005-$10, 2006-$9, 2007-$859, 2008-$859,
     2009-$192, 2010-$4,988, 2011-$12,270, 2012-$6,059, 2013-$9,901

NOTE 2 - 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,  19998.
     Notes payable to officers are unsecured and bear interest at 8%.

                                                                              16


<PAGE>



                         GENESIS COMPANIES GROUP, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 1999



NOTE 3 - Going Concern:
         --------------

     The Company is a development  stage company,  and as such is dependent upon
     its ability to raise capital through private and public funding. In view of
     these  matters,  realization  of a  major  portion  of  the  assets  in the
     accompanying  balance sheet is dependent upon  continued  operations of the
     Company,  which in turn is dependent upon the Company's ability to meet its
     financial   requirements,   and  the  success  of  its  future  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.

                                                                              17


<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                  61               President and Director

Harry G. Titcombe, Jr.              69               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. 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 the  Company,  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-

                                                                              18


<PAGE>



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 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.  Additionally,  from September 1995 through December 1999, he was also
an officer and director of Yaak River Resources, Inc., a publicly traded 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. There were no changes in the securities  holdings of any person during the
fiscal  year ended  December  31,  1999,  as all issued  and  outstanding  share
certificates  issued  by the  Company  are  presently  held in  escrow  with the
Company's legal counsel, until such time as the Company successfully consummates
a merger or acquisition.

                                                                              19


<PAGE>



ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the fiscal  years  ended  December  31,  1999 and 1998 of the chief
executive officer of the Company.

                           SUMMARY COMPENSATION TABLE

                                             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   ($)     ($)    ($)        ($)        (#)      ($)     ($)
----------  ----  ------  -----  ------    --------   -------  -------  ------

Wm. Ernest  1999  $    0  $   0  $    0    $      0   $     0  $     0  $    0
Simmons,
President &
Director    1998  $    0  $   0  $    0    $      0   $     0  $     0  $    0
-------------------------

     It is not  anticipated  that any  executive  officer  of the  Company  will
receive  compensation  exceeding $100,000 during the fiscal year ending December
31, 2000,  except in the event the Company  successfully  consummates a business
combination, of which there is no assurance.

     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 years 1999 or 1998.

     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, 1999.

                                                                              20


<PAGE>



Incentive Stock Option Plan

     The Company has adopted an incentive  stock option plan for key  employees,
including  officers  and  directors  (the  "Plan").  The Company has  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.
The Company 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 the Company has  successfully  consummated a business
combination.

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

                    Name and            Amount and
                   Address of           Nature of
                   Beneficial           Beneficial     Percent of
Title of Class       Owner                Owner           Class
--------------       -----                -----           -----

Common          Wm. Ernest Simmons(1)     1,206,000       26.8%
                830 S. Kline Way
                Lakewood, CO 80226


                                                                              21


<PAGE>




                    Name and            Amount and
                   Address of           Nature of
                   Beneficial           Beneficial     Percent of
Title of Class       Owner                Owner           Class
--------------       -----                -----           -----

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)

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

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Wm. Ernest Simmons, the President and a director of the Company, has loaned
the Company an aggregate of $16,302 to cover  general and  administrative  costs
incurred  by the  Company.  This loan is  expected to be repaid when the Company
successfully  consummates 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.

     Mr.  Simmons also  provides the Company with its  principal  office  space,
which space is provided to the Company on 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.

                                                                              22


<PAGE>



                                     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

     EX-27 Financial Data Schedule

* 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

     The Company  did not file any reports on Form 8-K during the last  calendar
quarter of the fiscal year ended December 31, 1999.

                                                                              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 April 10, 2000.

                                       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 April 10, 2000.

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, 1999

EXHIBITS                                                                Page No.

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



                                                                              25