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, 2004

                           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.  X
                 ----

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 29, 2005: $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 29, 2005,  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 Nine Pages.


                                                                               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...............................................7
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..................................8
Item 6.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations........................................8
Item 7.  Financial Statements.................................................12
Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure..23

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act...............23
Item 10. Executive Compensation...............................................24
Item 11. Security Ownership of Certain Beneficial Owners and Management.......25
Item 12. Certain Relationships and Related Transactions.......................26

PART IV
Item 13. Exhibits and Reports of Form 8-K.....................................27
Item 14. Controls and Procedures..............................................27

SIGNATURES....................................................................29



                                                                               3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Genesis  Companies Group,  Inc. ("we," "our," "us," or the "Company"),  was
incorporated  under the laws of the State of Delaware on December 22, 1988,  for
the purpose of engaging in any lawful  activity.  On or about March 29, 1990, we
filed a  registration  statement on Form S-18 with the  Securities  and Exchange
Commission,  wherein we attempted to register 20,000 Units, each Unit consisting
of 100  shares of our  Common  Stock and 100 Class A, Class B and Class C Common
Stock  Purchase   Warrants.   This   registration   statement  was  subsequently
voluntarily  abandoned  by us  prior  to  effectiveness  due to  adverse  market
conditions.  Other than  filing and  abandoning  of the  aforesaid  registration
statement, the only activities undertaken by us since our inception has been the
issuing of 4,500,000  shares of our common  stock to our original  shareholders,
which stock was issued in exchange for aggregate cash  consideration  of $13,500
(average  price of $0.003 per share) and which  shares are  presently  held by 8
persons. As such, we can be defined as a "shell" company,  whose sole purpose at
this time is to locate and  consummate  a merger or  acquisition  with a private
entity.

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

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

     Our  business  plan is subject to  numerous  risk  factors,  including  the
following:

     We have a limited operating history,  no revenue and minimal assets and our
independent  accountants have expressed a "going concern" opinion. Our financial
statements  accompanying  this Report have been  prepared  assuming that we will
continue as a going concern,  which  contemplates  the realization of assets and
liquidation  of  liabilities  in the normal  course of business.  The  financial
statements do not include any  adjustment  that might result from the outcome of
this uncertainty. We have had a limited operating history and have not generated
any  revenues or earnings  from  operations.  We have no  significant  assets or
financial  resources.  We will, in all likelihood,  sustain  operating  expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This may result in our incurring a net  operating  loss which will
increase  continuously  until we can  consummate a business  combination  with a
profitable business opportunity. There is no

                                                                               4

<PAGE>

assurance that we can identify such a business opportunity and consummate such a
business combination.

     Our proposed  operations are speculative.  The success of our proposed plan
of  operation  will  depend  to a  great  extent  on the  operations,  financial
condition  and  management  of  the  identified  business   opportunity.   While
management  intends  to  seek  business   combination(s)  with  entities  having
established  operating  histories,  there  can be no  assurance  that we will be
successful  in  locating  candidates  meeting  such  criteria.  In the  event we
complete a business combination, of which there can be no assurance, the success
of our  operations  will be dependent  upon  management of the successor firm or
venture partner firm and numerous other factors beyond our control.

     There is a scarcity of business opportunities and combinations and there is
significant  competition  in this  arena.  We are  and  will  continue  to be an
insignificant  participant  in the  business  of  seeking  mergers  with,  joint
ventures with and  acquisitions  of small private and public  entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are  active  in  mergers  and  acquisitions  of  companies  which may be
desirable target candidates for us. Nearly all such entities have  significantly
greater financial  resources,  technical  expertise and managerial  capabilities
than  we do and,  consequently,  we will  be at a  competitive  disadvantage  in
identifying  possible  business  opportunities  and  successfully  completing  a
business  combination.  Moreover,  we will also  compete  in  seeking  merger or
acquisition candidates with numerous other small public companies.

     There is no agreement for any business combination or other transaction and
no  standards  for a  business  combination  have been  established.  We have no
arrangement,  agreement  or  understanding  with respect to engaging in a merger
with,  joint venture with or acquisition  of, a private or public entity.  There
can be no assurance we will be successful in identifying and evaluating suitable
business  opportunities or in concluding a business combination.  Management has
not identified any particular  industry or specific  business within an industry
for  evaluation.  There is no  assurance we will be able to negotiate a business
combination on terms  favorable to us. We have not established a specific length
of  operating  history or a specified  level of earnings,  assets,  net worth or
other  criteria  which we will  require a target  business  opportunity  to have
achieved,  and without which we would not consider a business combination in any
form with such business opportunity.  Accordingly,  we may enter into a business
combination with a business opportunity having no significant operating history,
losses, limited or no potential for earnings, limited assets, negative net worth
or other negative characteristics.

     Our  management  will  maintain  control of our  company  until a merger or
acquisition  is  consummated  and they devote only  limited time to our business
activities.  While  seeking  a  business  combination,   management  anticipates
devoting up to twenty  hours per month to our business  activities.  None of our
officers has entered  into a written  employment  agreement  with us and none is
expected to do so in the foreseeable  future.  We have not obtained key man life
insurance  on any of our  officers or  directors.  Notwithstanding  the combined
limited  experience and time commitment of our management,  loss of the services
of any of these  individuals  could  adversely  affect our  development  and our
likelihood of continuing operations. See "Part III, Item 9. Directors, Executive
Officers,  Promoters and Control  Persons;  Compliance with Section 16(a) of the
Exchange Act."

     Our management  may have conflicts of interest.  Our officers and directors
may in the future  participate  in  business  ventures  which could be deemed to
compete directly with us.  Additional  conflicts of interest and non-arms length
transactions may also arise in the future in the event our officers or directors
are involved in the management of any firm with which we transact business.

                                                                               5

<PAGE>

Management  has adopted a policy that if we seek a merger with,  or  acquisition
of,  any  entity  in which  any  member  of our  management  serve as  officers,
directors or partners,  or in which they or their family members own or hold any
ownership  interest,  such members of  management  shall  abstain from voting in
their respective capacity.

     Reporting  requirements  may delay or preclude an acquisition.  Sections 13
and 15(d) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") require
companies  subject  thereto to provide  certain  information  about  significant
acquisitions, including certified financial statements for the company acquired,
covering  one,  two,  or three  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
entities to prepare  such  statements  may  significantly  delay or  essentially
preclude  consummation of an otherwise desirable  acquisition by us. Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements of the Exchange Act are applicable.

     We have neither conducted, nor have others made available to us, results of
market  research  indicating  that  market  demand  exists for the  transactions
contemplated  by us. We do not have,  and do not plan to establish,  a marketing
organization. Even in the event demand is identified for a merger or acquisition
contemplated  by us, there is no assurance we will be  successful  in completing
any such business combination.

     Our  proposed  activities  may be limited to those  engaged in by  business
opportunities which we merge with or acquire. Our proposed  operations,  even if
successful,  will  in all  likelihood  result  in  our  engaging  in a  business
combination with only one business opportunity.  Consequently,  our inability to
diversify  our  activities  into a number of areas may  subject  us to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our future operations.

     We may become subject to additional governmental  regulations.  Although we
will be  subject  to  regulation  under  the  Securities  Exchange  Act of 1934,
management  believes we will not be subject to regulation  under the  Investment
Company  Act of 1940,  insofar  as we will not be  engaged  in the  business  of
investing  or  trading  in  securities.  In the  event  we  engage  in  business
combinations  which  result in our holding  passive  investment  interests  in a
number of  entities,  we could be subject  to  regulation  under the  Investment
Company  Act of 1940.  In such  event,  we would be  required  to register as an
investment  company and could be expected to incur significant  registration and
compliance costs. We have obtained no formal  determination  from the Securities
and Exchange  Commission  as to our status under the  Investment  Company Act of
1940 and,  consequently,  any violation of such Act would subject us to material
adverse consequences.

     A business combination involving the issuance of our common shares will, in
all  likelihood,  result  in  shareholders  of a  private  company  obtaining  a
controlling  interest in our company.  Any business  combination may require our
management  to sell or  transfer  all or a portion of our common  shares held by
them,  or resign as members of our Board of Directors.  The resulting  change in
control could result in removal of one or more present officers and directors of
our  company  and  a   corresponding   reduction  in  or  elimination  of  their
participation in our future affairs.

     There is a significant  chance that consummation of a business  combination
will result in significant  dilution to our existing  shareholders.  Our primary
plan of operation is based upon a business  combination  with a private  concern
which, in all likelihood, would result in our issuing

                                                                               6

<PAGE>

securities  to  shareholders  of any  such  private  company.  The  issuance  of
previously  authorized  and unissued  common shares would result in reduction in
percentage of shares owned by our present and prospective  shareholders  and may
result in a change in control or management.

     There are  disadvantages  of a blank  check  offering.  We may enter into a
business  combination  with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse  consequences  of undertaking its own public offering by seeking a
business combination with us. Such consequences may include, but are not limited
to, time delays of the registration process, significant expenses to be incurred
in such an  offering,  loss of voting  control  to public  shareholders  and the
inability or unwillingness to comply with various federal and state laws enacted
for the protection of investors.

     Federal  and state  tax  consequences  will,  in all  likelihood,  be major
considerations  in any business  combination we may undertake.  Currently,  such
transactions  may be  structured  so as to result in tax-free  treatment to both
companies,  pursuant to various federal and state tax  provisions.  We intend to
structure any business  combination  so as to minimize the federal and state tax
consequences  to  both  us and  the  target  entity;  however,  there  can be no
assurance that such business combination will meet the statutory requirements of
a tax-free  reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets.  A  non-qualifying  reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.

     The requirement of audited  financial  statements may disqualify a business
opportunity.  Our management  believes that any potential  business  opportunity
must provide audited financial  statements for review, for the protection of all
parties  to  the  business   combination.   One  or  more  attractive   business
opportunities  may choose to forego the  possibility  of a business  combination
with us rather  than  incur  the  expenses  associated  with  preparing  audited
financial statements.

Employees

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

ITEM 2.  DESCRIPTION OF PROPERTY

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

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


                                                                               7

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

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

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

     None PART II

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

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

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

     (c) Dividends.

     (1) We have not paid any dividends on our Common  Stock.  We do not foresee
that we will have the  ability  to pay a  dividend  on our  Common  Stock in the
fiscal year ending December 31, 2004, unless we successfully consummate a merger
or  acquisition.  There can be no assurances that a dividend will be issued even
if a merger or acquisition is so consummated.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

Plan of Operation

     We intend to seek to acquire assets or shares of an entity actively engaged
in business which generates revenues, in exchange for its securities. We have no
particular  acquisitions  in mind  but as of the  date of this  Report,  we have
entered into various  discussions  regarding  such a business  combination,  but
there is no definitive agreement with any third party regarding the same.


                                                                               8

<PAGE>

     We have no full time  employees.  Our President and Treasurer has agreed to
allocate a portion of his time to our business activities, without compensation.
He anticipates that our business plan can be implemented by his devoting minimal
time per month to our business affairs and, consequently,  conflicts of interest
may arise with respect to the limited time commitment by such officer.

General Business Plan

     Our purpose is to seek,  investigate and, if such  investigation  warrants,
acquire an  interest  in business  opportunities  presented  to us by persons or
firms who or which desire to seek the  perceived  advantages  of an Exchange Act
registered, trading corporation. We will not restrict our search to any specific
business,  industry,  or  geographical  location  and  we 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
our  virtually  unlimited  discretion  to search  for and enter  into  potential
business   opportunities.   Management  anticipates  that  we  may  be  able  to
participate  in only one  potential  business  venture  because we have  nominal
assets  and  limited  financial  resources.  See  "Part II,  Item 7 -  Financial
Statements."  This lack of  diversification  should be  considered a substantial
risk to our  shareholders  because  it will not  permit us to  offset  potential
losses from one venture against gains from another.

     We 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.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

     We  anticipate  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.

     We have,  and will continue to have, a limited amount of capital with which
to provide the owners of business  opportunities  with any  significant  cash or
other assets.  However,  management  believes we will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered,  trading 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  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,  our officers and directors 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.

                                                                               9

<PAGE>

     The analysis of new business  opportunities will be undertaken by, or under
the supervision  of, our officers and directors,  none of whom is a professional
business analyst.  Management intends to concentrate on identifying  preliminary
prospective  business  opportunities  which may be  brought  to their  attention
through  present  associations  of  our  officers  and  directors,   or  by  our
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 our proposed  activities;  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.  Our officers and directors  expect to meet  personally  with
management  and key  personnel  of the  business  opportunity  as part of  their
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigation  to evaluate the above  factors.  We 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, while not especially experienced in matters relating to our new
business,  shall rely upon their own efforts and, to a much lesser  extent,  the
efforts of our shareholders,  in accomplishing our business purposes.  It is not
anticipated  that we  will  utilize  any  outside  consultants  or  advisors  to
effectuate our business purposes described herein. However, if we do 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 we have no cash
assets  with  which to pay such  obligation.  There  have been no  contracts  or
agreements with any outside consultants and none are anticipated in the future.

     We will not  restrict our 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 we 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 we may offer.

Acquisition of Opportunities

     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement  with another  corporation  or entity.  We may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our company. In addition,  our directors may, as part of the terms of
the acquisition  transaction,  resign and be replaced by new directors without a
vote of our shareholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will  be  undertaken  by the  surviving  entity  after  we  have
successfully consummated a merger or acquisition and we are no longer considered
a "shell"  company.  Until  such time as this  occurs,  we will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities and their potential sale into any trading market which

                                                                              10

<PAGE>

may develop in our securities  may have a depressive  effect on the value of our
securities  in the  future,  if such a market  develops,  of  which  there is no
assurance.

     While the actual terms of a  transaction  to which we may be a party cannot
be predicted,  it may be expected  that the parties to the business  transaction
will find it  desirable  to avoid the  creation  of a taxable  event and thereby
structure  the  acquisition  in  a  so-called  "tax-free"  reorganization  under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity. In such event, our shareholders would retain less than 20% of the issued
and  outstanding  shares  of  the  surviving  entity,   which  would  result  in
significant dilution in the equity of such shareholders.

     As  part  of our  investigation,  our  officers  and  directors  will  meet
personally  with  management and key personnel,  may visit and inspect  material
facilities,  obtain independent  analysis of verification of certain information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures,  to the  extent  of our  limited  financial
resources and  management  expertise.  The manner in which we  participate in an
opportunity will depend on the nature of the  opportunity,  our respective needs
and  desires,  as well as those of the  other  parties,  the  management  of the
opportunity and our relative negotiation strength.

     With respect to any merger or acquisition, negotiations with target company
management  is  expected  to focus on the  percentage  of stock which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets  and  liabilities,  our  shareholders  will  in  all  likelihood  hold  a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target  company with  substantial  assets.  Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

     We will  participate in a business  opportunity  only after the negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements  cannot be predicted,  generally  such  agreements  will require some
specific  representations  and  warranties by all of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated  with our  attorneys  and  accountants,  will set forth  remedies  on
default and will include miscellaneous other terms.

     As stated  hereinabove,  we will not acquire or merge with any entity which
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction.  We are subject to all
of the  reporting  requirements  included  in  the 34  Act.  Included  in  these
requirements  is the  affirmative  duty to file  independent  audited  financial
statements as part of our Form 8-K to be filed with the  Securities and Exchange
Commission upon consummation of a merger or acquisition,  as well as our audited
financial  statements  included  in its annual  report on Form  10-KSB.  If such
audited  financial  statements  are not  available  at  closing,  or within time
parameters  necessary to insure our compliance  with the  requirements of the 34
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of our present  management.  If such transaction is
voided, the

                                                                              11

<PAGE>

agreement will also contain a provision  providing for the acquisition entity to
reimburse us for all costs associated with the proposed transaction.

Liquidity and Capital Resources

     At December 31, 2004, we had no cash. Because we are not currently required
to pay salaries to any of our officers or directors, management believes that we
have the ability to continue  operations through the foreseeable  future. In the
event additional  funds are required to allow us to continue our operations,  it
is  anticipated  that these funds will be loaned to us by  management,  as it is
doubtful  that we will be able to obtain  loans from any  established  financial
institution.  It is further  anticipated that we will continue to incur expenses
without  corresponding  revenues during the foreseeable  future.  See "Part III,
Item 12, Certain Relationships and Related Transactions," below.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We have  identified  critical  accounting  policies  that,  as a result  of
judgements,  uncertainties,   uniqueness  and  complexities  of  the  underlying
accounting standards and operation involved, could result in material changes to
our financial  position or results of operations  under different  conditions or
using different assumptions. The most critical accounting policies and estimates
are:

     >    The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

     >    Fair  value of  instruments.  Our  financial  instruments  consist  of
          accounts  receivable,  accounts  payable and long term debt.  The fair
          value of financial instruments approximate their recorded values. Fair
          value of loans payable to  stockholders  and balances of bank lines of
          credit, in the circumstances, are not reasonably determinable.

     Details  regarding our use of these policies and the related  estimates are
described in the accompanying  consolidated  financial statements as of December
31, 2003 and 2002 and for the years ended December 31, 2003 and 2002. During the
year ended  December  31, 2003,  there were no material  changes to our critical
accounting  policies  that  impacted  our  consolidated  financial  condition or
results of operations.

Inflation

     Although  management  expects that our  operations  will be  influenced  by
general  economic  conditions  once and if we implement our new business plan of
engaging in a business  combination and we commence generating  revenues,  we do
not believe that  inflation  had a material  effect on our results of operations
during the fiscal year ended December 31, 2004.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              12

<PAGE>











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

                              FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003















                                                                              13

<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying balance sheets of Genesis Companies Group, Inc.
(A Development  Stage Company) as of December 31, 2004 and 2003, and the related
statements of operations,  cash flows, and changes in  stockholders'  equity for
the years then  ended,  and for the period  December  22,  1988  (inception)  to
December 31, 2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Genesis Companies Group, Inc.
at December 31, 2004 and 2003,  and the results of its  operations  and its cash
flows  for the  years  then  ended,  and  for  the  period,  December  22,  1988
(inception)  to  December  31, 2004 in  conformity  with  accounting  principles
generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 1 to the
financial statements,  the Company is in the development stage, conditions exist
which raise substantial doubt about the Company's ability to continue as a going
concern  unless  it is  able to  generate  sufficient  cash  flows  to meet  its
obligations and sustain its operations.  . Management's plans in regard to these
matters are  described  in Note 1. The  financial  statements  do no include any
adjustments that might result from the outcome of this uncertainty.



s/Michael B. Johnson & Co.

Denver, Colorado
March 23, 2005



                                                                              14


<PAGE>

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

                                                            2004         2003
                                                         ---------    ---------
ASSETS:

Current Assets:

  Cash                                                   $      --    $      --
                                                         ---------    ---------

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

LIABILITIES AND STOCKHOLDERS' DEFICIT:

Liabilities:
  Accounts payable and accrued interest                  $  75,108    $  58,225
  Short-term borrowings from shareholders                   21,302       21,302
                                                         ---------    ---------

TOTAL LIABILITIES                                           96,410       79,527
                                                         ---------    ---------

Stockholders' Equity (Deficit):
  Preferred stock, $.00001 par value, 10,000,000
   shares authorized                                            --           --
  Common stock, $.00001 par value, 100,000,000
    shares authorized, 4,500,000 shares issued and
    outstanding                                                 45           45
  Additional paid-in capital                                13,455       13,455
  Deficit accumulated during the development stage        (109,910)     (93,027)
                                                         ---------    ---------

Total Stockholders' Deficit                                (96,410)     (79,527)
                                                         ---------    ---------

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


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

                                                                              15

<PAGE>

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


                                         Year Ended           December 22, 1988
                                        December 31,           (Inception) to
                                --------------------------       December 31,
                                    2004           2003              2004
                                -----------    -----------    -----------------

INCOME                          $        --    $        --    $             --


OPERATING EXPENSES:
Professional Fees                    12,468          8,053               71,985
Registration Fees                        --             --                3,668
Administrative Expenses               2,711          1,835               31,089
                                -----------    -----------    -----------------
 Total Operating Expenses            15,179          9,888              106,742
                                -----------    -----------    -----------------
Other Income(Expense)
Interest expense                     (1,704)        (1,464)              (3,168)
                                -----------    -----------    -----------------

Net Loss from Operations        $   (16,883)   $   (11,352)   $        (109,910)
                                ===========    ===========    =================

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.

                                                                              16

<PAGE>

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


<CAPTION>
                                                         Year Ended         December 22, 1988
                                                        December 31,          (Inception) to
                                                  ----------------------        December 31,
                                                     2004         2003              2004
                                                  ---------    ---------    -----------------
<S>                                               <C>          <C>          <C>
Cash Flows From Operating Activities:
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Net (Loss)                                      $ (16,883)   $ (11,352)   $        (109,910)
   Changes in assets and liabilities:
    Increase in  accounts payables                   16,883        8,352               75,108
                                                  ---------    ---------    -----------------
                                                     16,883        8,352               75,108
                                                  ---------    ---------    -----------------
Net Cash Used in Operating Activities                    --       (3,000)             (34,802)
                                                  ---------    ---------    -----------------

Cash Flow From Financing Activities:
  Short-term borrowings from shareholders                --        3,000               21,302
  Issuance of common stock                               --           --               13,500
                                                  ---------    ---------    -----------------
  Net Cash Provided By Financing Activities              --        3,000               34,802
                                                  ---------    ---------    -----------------

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

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

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

Supplemental Cash Flow Information:
  Interest paid                                   $      --    $      --    $              --
                                                  =========    =========    =================
  Taxes paid                                      $      --    $      --    $              --
                                                  =========    =========    =================

</TABLE>

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

                                                                              17

<PAGE>

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

<CAPTION>
                                                                             Deficit
                                                                           Accumulated
                                               Common Stock    Additional  During the
                                            -----------------   Paid-in    Development
                                              Shares   Amount   Capital       Stage       Totals
                                            ---------  ------  ----------  -----------   --------
<S>                                         <C>        <C>     <C>         <C>           <C>
Balance -  December 22, 1988                        -  $    -  $        -  $         -   $      -
Stock issued for cash -  April 14, 1989       113,000       1         149            -        150
Stock issued for cash - May 12, 1989        1,315,000      13       3,987            -      4,000
Stock issued for cash - November 10, 1989   2,622,000      26       7,974            -      8,000
Stock issued for cash - December 5, 1989      450,000       5       1,345            -      1,350
                                            ---------  ------  ----------  -----------   --------
Balance -   December 31, 1989               4,500,000      45      13,455            -     13,500
                                            ---------  ------  ----------  -----------   --------
Write-off deferred offering costs           -               -           -      (10,661)   (10,661)
                                            ---------  ------  ----------  -----------   --------
Balance -   December 31, 1990               4,500,000      45      13,455      (10,661)     2,839
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -       (1,309)    (1,309)
                                            ---------  ------  ----------  -----------   --------
Balance -   December 31, 1991               4,500,000      45      13,455      (11,970)     1,530
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -          (10)       (10)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1992                 4,500,000      45      13,455      (11,980)     1,520
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -           (9)        (9)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1993                 4,500,000      45      13,455      (11,989)     1,511
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -         (859)      (859)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1994                 4,500,000      45      13,455      (12,848)       652
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -         (192)      (192)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1995                 4,500,000      45      13,455      (13,040)       460
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -       (4,988)    (4,988)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1996                 4,500,000      45      13,455      (18,028)    (4,528)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -      (12,270)   (12,270)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1997                 4,500,000      45      13,455      (30,298)   (16,798)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -       (6,059)    (6,059)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1998                 4,500,000      45      13,455      (36,357)   (22,857)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -       (9,901)    (9,901)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 1999                 4,500,000      45      13,455      (46,258)   (32,758)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -      (10,611)   (10,611)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 2000                 4,500,000      45      13,455      (56,869)   (43,369)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -      (11,863)   (11,863)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 2001                 4,500,000      45      13,455      (68,732)   (55,232)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -      (12,943)   (12,943)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 2002                 4,500,000      45      13,455      (81,675)   (68,175)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -      (11,352)   (11,352)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 2003                 4,500,000      45      13,455      (93,027)   (79,527)
                                            ---------  ------  ----------  -----------   --------
Net loss for year                                   -       -           -      (16,883)   (16,883)
                                            ---------  ------  ----------  -----------   --------
Balance - December 31, 2004                 4,500,000  $   45  $   13,455  $  (109,910)  $(96,410)
                                            =========  ======  ==========  ===========   ========
</TABLE>

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

                                                                              18
<PAGE>



                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 1   -General
          -------

          The Company

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

          On or about March 29, 1990, the Company filed a registration statement
          on Form S-18 with the Securities and exchange commission,  wherein the
          company  attempted to register  20,000 Units,  each Unit consisting of
          100 shares of the Company's Common Stock and 100 Class A, Class B, and
          Class  C  Common  Stock  Purchase  Warrants.   The  company  prior  to
          effectiveness  subsequently  voluntarily  abandoned this  registration
          statement. Other than filing of the aforesaid registration statements,
          the only activities  undertaken by the Company since its inception has
          been the issuing of 4,500,000  shares of the Company's Common Stock to
          its  original  shareholders,  which stock was issued in  exchange  for
          aggregate  cash  consideration  of $13,500.  Each  shareholder  of the
          Company has  executed  and  delivered a  "lock-up"  letter  agreement,
          affirming  that they  shall not sell  their  respective  shares of the
          Company's Common Stock until such time as the Company has successfully
          consummated a merger or acquisition has been  consummated.  Also, each
          shareholder has agreed to place their  respective  stock  certificates
          with the Company's legal counsel who will not release these respective
          certificates  until such time as legal  counsel has  confirmed  that a
          merger or acquisition has been successfully consummated.

          Going Concern

          The accompanying financial statements have been prepared in conformity
          with accounting  principles  generally  accepted in the United States,
          which contemplates continuation of the Company as a going concern. The
          Company has no cash and its current  liabilities exceed current assets
          by $96,410.  The Company has suffered recurring operating losses since
          inception.

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

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

          Basis of Presentation

          Development Stage Company

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


                                                                              19
<PAGE>

                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

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

          Estimates:

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

          Cash and Cash Equivalents

          For purposes of the  statement of cash flows,  the Company  considered
          all cash and other highly liquid  investments with initial  maturities
          of three months or less to be cash equivalents.

          Income Taxes

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

          Net (Loss) Per Common Share:

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

          Other Comprehensive Income

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

NOTE 3   -Income Taxes:
          ------------

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

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

          Deferred tax assets
            Net operating loss carryforwards                $109,910
            Valuation allowance for deferred tax assets     (109,910)
                                                            --------
          Net deferred tax assets                           $      -
                                                            ========

                                                                              20
<PAGE>

                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 3   -Income Taxes: Continued
          -----------------------

          At December 31, 2004, the Company had net operating loss carryforwards
          of  approximately  $109,910  for federal  income tax  purposes.  These
          carryforwards, if not utilized to offset taxable income will expire at
          the end of the December 31, 2004.

NOTE 4   -Related Party Transactions:
          --------------------------

          Short term borrowing from shareholders

          The  Chairman  and other  executive  officers of the Company  provided
          services and advanced cash to the Company for  operations.  Certain of
          these transactions  resulted in notes being issued to the Chairman and
          certain executive  officers,  which were still outstanding at December
          31, 2004. Notes payable to officers are unsecured and bare interest at
          8%.

NOTE 5   -Recent Accounting Pronouncements Issued, Not Adopted
          ----------------------------------------------------

          In February 2003, the Financial  Accounting  Standards  Board ("FASB")
          issued SFAS No. 150,  "Accounting  for Certain  Financial  Instruments
          with  Characteristics of Both Liabilities and Equity" (SFAS No. 150").
          The provisions of SFAS No. 150 are effective for financial instruments
          entered  into or  modified  after  May 31,  2003,  and  otherwise  are
          effective at the beginning of the first interim period beginning after
          June 15, 2003, except for mandatorily redeemable financial instruments
          of  nonpublic  entities.  The  Company  has not issued  any  financial
          instruments with such characteristics.

          In December 2003, the FASB issued FASB  Interpretation No. 46 (revised
          December 2003), "Consolidation of Variable Interest Entities" (FIN No.
          46R"),  which  addresses  how a business  enterprise  should  evaluate
          whether it has a controlling  financial  interest in an entity through
          means other than voting rights and accordingly  should consolidate the
          entity.   FIN  No.   46R   replaces   FASB   Interpretation   No.  46,
          "Consolidation  of Variable  Interest  Entities",  which was issued in
          January 2003.  Companies are required to apply FIN No. 46R to variable
          interests  in  variable   interest  entities  ("VIEs")  created  after
          December  31,  2003.  For  variable  interest in VIEs  created  before
          January 1, 2004, the  Interpretation  is applied  beginning January 1,
          2005.  For any Vies that must be  consolidated  under FIN No. 46R that
          were  created  before  January 1, 2004,  the assets,  liabilities  and
          non-controlling  interests of the VIE  initially are measured at their
          carrying  amounts with any difference  between the net amount added to
          the  balance  sheet  and  any  previously  recognized  interest  being
          recognized  as the  cumulative  effect  of an  accounting  change.  If
          determining the carrying amounts is not practicable, fair value at the
          date FIN No.  46R first  applies  may be used to measure  the  assets,
          liabilities and non-controlling  interest of the VIE. The Company does
          not have any interest in any VIE.

          In  December  2004,  the FASB  issued  SFAS No  123(R)(revised  2004),
          Share-Based  Payment"  which amends FASB Statement No. 123 and will be
          effective  for public  companies  for interim or annual  periods after
          June 15,  2005.  The new  standard  will  require  entities to expense
          employee  stock  options  and  other  share-based  payments.  The  new
          standard  may  be  adopted  in  one  of  three  ways  -  the  modified
          prospective transition method, a variation of the modified prospective
          transition method or the modified retrospective transition method. The
          Company is  evaluation  how it will adopt the standard and  evaluating
          the effect that the adoption of SFAS 123(R) will have on our financial
          position and results of operations.

                                                                              21
<PAGE>

                          GENESIS COMPANIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE 5   -Recent Accounting Pronouncements Issued, Not Adopted (Continued)
          ---------------------------------------------------------------

          In November 2004,  the FASB issued SFAS No 151,  Inventory  Costs,  an
          amendment of ARB No. 43, Chapter.  This statement  amends the guidance
          in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting
          for abnormal amounts of idle facility expense, freight, handling cost,
          and wasted material (spoilage).  Paragraph 5 of ARB No. 43, Chapter 4,
          previously stated that ". under some circumstances, items such as idle
          facility expense,  excessive spoilage,  double freight, and rehandling
          costs may be so abnormal  as to require  treatment  as current  period
          charges."  SFAS No. 151  requires  that those items be  recognized  as
          current-period  charges  regardless of whether they meet the criterion
          of "so abnormal." In addition, this statement requires that allocation
          of fixed  production  overheads to the costs of conversion be based on
          the  prospectively  and are  effective for  inventory  costs  incurred
          during  fiscal  years  beginning  after June 15,  2005,  with  earlier
          application permitted for inventory costs incurred during fiscal years
          beginning  after the date this  Statement was issued.  The adoption of
          SFGAS  No.  151 is not  expected  to  have a  material  impact  on the
          Company's financial position and results of operations.

          In  December  2004,   the  FASB  issued  SFAS  No.153,   Exchanges  of
          Nonmonetary  Assets,  an amendment of APB Opinion No. 29. The guidance
          in APB Opinion No. 29,  Accounting for  Nonmonetary  Transactions,  is
          based on the principle that exchanges of nonmonetary  assets should be
          measured based on the fair value of assets exchanged.  The guidance in
          that Opinion,  however, included certain exceptions to that principle.
          This  Statement  amends  Opinion 29 to  eliminate  the  exception  for
          nonmonetary  exchanges of similar  productive  assets that do not have
          commercial substance.  A nonmonetary exchange has commercial substance
          if the  future  cash  flows  of the  entity  are  expected  to  change
          significantly  as a result of the exchange.  SFAS No. 153 is effective
          for nonmonetary  exchanges occurring in fiscal periods beginning after
          June 15, 2005.  The adoption of SFAS No. 153 is not expected to have a
          material  impact on the  Company's  financial  position and results of
          operations.

          In May 2003,  the FASB issued SFAS No.  150,  "Accounting  for Certain
          Financial  Instruments  with  Characteristics  of Both Liabilities and
          Equity".  SFAS 150 is effective for financial instruments entered into
          or modified  after May 31,  2003,  and  otherwise  is effective at the
          beginning of the first interim period  beginning  after June 15, 2003.
          This statement  establishes new standards for how an issuer classifies
          and measures certain  financial  instruments with  characteristics  of
          both liabilities and equity. SFAS 150 requires that an issuer classify
          a financial instrument that is within the scope of this statement as a
          liability because the financial  instrument  embodies an obligation of
          the issuer.  This  statement  applies to certain forms of  mandatorily
          redeemable financial  instruments including certain types of preferred
          stock,  written  put  options  and  forward  contracts.  SFAS  did not
          materially effect the financial statement.


                                                                              22

<PAGE>

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

     None

                                    PART III

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

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

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

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

         Wm. Ernest Simmons           66            President, Treasurer and
                                                    Director

         Frances I. Simmons           66            Secretary and Director

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

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

     (b) Resumes:

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

                                                                              23

<PAGE>

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

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

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers,
directors  and persons who own more than 10% of our Common Stock to file reports
of  ownership  and  changes  in  ownership  with  the  Securities  and  Exchange
Commission.  All of the  aforesaid  persons are  required by SEC  regulation  to
furnish us with  copies of all  Section  16(a)  forms  they file.  There were no
changes in the  securities  holdings of any person  during the fiscal year ended
December 31, 2003, as all issued and outstanding share certificates issued by us
are  presently  held in escrow  with our  legal  counsel  until  such time as we
successfully consummate a merger or acquisition.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of  compensation  for services to us
for the fiscal  years ended  December  31, 2004 and 2003 of our Chief  Executive
Officer.

<TABLE>
                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                                Long Term Compensation
                                          ----------------------------------
                   Annual Compensation             Awards            Payouts
                  ---------------------   -------------------------  -------
                                 Other
                                 Annual   Restricted    Securities            All Other
 Name and                        Compen-     Stock      Underlying    LTIP     Compen-
 Principal        Salary  Bonus  sation     Award(s)   Options/SARs  Payouts   sation
 Position    Year   ($)    ($)     ($)        ($)          (#)         ($)       ($)
----------   ----  -----  -----  ------   ----------   ------------  -------  ---------
<S>          <C>   <C>    <C>    <C>      <C>               <C>      <C>      <C>
Wm. Ernest   2004  $   0  $   0  $    0   $        0        0        $     0  $       0
Simmons,     2003  $   0  $   0  $    0   $        0        0        $     0  $       0
President,
Treasurer &
Director

</TABLE>

                                                                              24

<PAGE>

     It is not anticipated that any executive officer will receive  compensation
exceeding  $100,000 during the fiscal year ending  December 31, 2005,  except in
the event we successfully  consummate a business combination,  of which there is
no assurance.

     We maintain a policy  whereby our directors may be  compensated  for out of
pocket  expenses  incurred by each of them in the  performance of their relevant
duties.  We did not reimburse any director for such expenses during fiscal years
2004 or 2003.

     In addition to the cash  compensation  set forth above,  we reimburse  each
executive officer for expenses incurred on our behalf on an out-of-pocket basis.
We cannot  determine,  without undue  expense,  the exact amount of such expense
reimbursement.  However,  we believe that such reimbursements did not exceed, in
the aggregate, $1,000 during the fiscal year ended December 31, 2004.

Incentive Stock Option Plan

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

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

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

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

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


                                                                              25

<PAGE>


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

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

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

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

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

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

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

<FN>
(1) Officer and director as of the date of this report.
</FN>
</TABLE>

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Since our  inception,  our  executive  officers have advanced cash to us to
cover our costs of operations.  At December 31, 2004, there was a balance due of
$21,302  for these  obligations..  This loan is  expected  to be repaid  when we
successfully  consummate a merger or  acquisition,  if such funds are available.
The loan accrues interest at the rate of 8% per annum and is due upon demand.

     Mr. Simmons, our President,  Treasurer and a director of our Company,  also
provides us with our principal office space,  which space is provided to us on a
rent free basis.

                                                                              26

<PAGE>

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

                                     PART IV

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

     (a) Exhibits

         3.1*  Certificate and Articles of Incorporation and Amendments thereto.

         3.2*  Bylaws

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

         31    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002.

         32    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002.
-----------------------

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

     (b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the last calendar quarter of
the fiscal year ended December 31, 2004.

ITEM 14.  CONTROLS AND PROCEDURES

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

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

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

                                                                              27

<PAGE>

evaluation,  they  concluded  that our  disclosure  controls and  procedures are
effective in gathering,  analyzing and disclosing  information needed to satisfy
our disclosure obligations under the Exchange Act.

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

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



                                                                              28

<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 29, 2005.

                                         GENESIS COMPANIES GROUP, INC.
                                         (Registrant)


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



     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on March 29, 2005.


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


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



                                                                              29