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

                               Form 10-K

 [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
                                  or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______TO _______

                    Commission file number: 0-50773

                    Genesis Electronics Group, Inc.
                    (Name of registrant as specified in its charter)

          Nevada                                  41-2137356
 (State or other jurisdiction of               (I.R.S. Employers
incorporation or organization)                 Identification No.)

         5555 Hollywood Blvd, Suite 303, Hollywood, FL 33021
                   (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (954) 272-1200

Securities registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which registered.
Not applicable

Securities registered under Section 12(g) of the Act:

Common stock, par value $0.001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [x] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [x] No

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to

<PAGE>2

Rule 405 of Regulation S-T (section 232.406 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).  Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.    [ ]

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company:

Large accelerated filer [ ]               Accelerated filer         [ ]
Non-accelerated filer   [ ]               Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act)     Yes [ ] No [x]

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter. $7,764,116 on June 30,
2009.

Indicated the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.  153,491,906
shares of common stock are issued and outstanding as of March 31, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The
listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended
December 24, 1980).  None.





<PAGE>3

                         TABLE OF CONTENTS

                                                             Page No.
Part I
Item 1.    Business                                            4
Item 1A.   Risk Factors                                       10
Item 1B.   Unresolved Staff Comments                          11
Item 2.    Properties                                         11
Item 3.    Legal Proceedings                                  11
Item 4.    Submission of Matters to a Vote of
             Security Holders                                 11

Part II
Item 5.    Market for Registrant's Common Equity,
             Related Stockholder Matters and Issuer
             Purchases of Equity Securities.                  12
Item 6.    Selected Financial Data                            13
Item 7.    Management's Discussion and Analysis of
             Financial Condition and Results of
             Operation                                        13
Item 7A.   Quantitative and Qualitative Disclosures About
             Market Risk                                      21
Item 8.    Financial Statements and Supplementary Data        21
Item 9.    Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure.             21
Item 9A    Controls and Procedures.                           21
Item 9B.   Other Information.                                 23

Part III
Item 10.   Directors, Executive Officers and Corporate
             Governance                                       24
Item 11.   Executive Compensation                             26
Item 12.   Security Ownership of Certain Beneficial Owners
             and Management and Related Stockholder Matters.  28
Item 13.   Certain Relationships and Related Transactions,
             and Director Independence                        29
Item 14.   Principal Accountant Fees and Services.            29

Part IV
Item 15.   Exhibits, Financial Statement Schedules.           31






<PAGE>4
                             PART I

ITEM 1.   BUSINESS.

Overview
--------
The registrant was originally incorporated in the State of Nevada on
March 19, 1998 under the name Business Advantage No. 22, Inc.  Due to
non-filing of annual reports, the corporate charter of Business
Advantage No. 22, Inc. was revoked.  In June 2004, Business Advantage
No. 22, Inc. was reinstated. On June 4, 2004, Business Advantage No.
22, Inc. entered into an Agreement and Plan of Reorganization with
Pricester.com, Inc., a Florida Corporation to merge Pricester Florida
into Business Advantage No. 22, Inc.  On June 4, 2004, in anticipation
of the merger, the name of Business Advantage No. 22, Inc. was changed
to Pricester.com, Inc.

On February 9, 2005, pursuant to Articles of Merger, shareholders of
Pricester Florida received 21,262,250 common shares of Business
Advantage No. 22, Inc. on a basis of a one for one exchange for their
common shares.  Pricester.com, Inc., formerly Business Advantage No. 22,
Inc., was the surviving corporation.  The articles of merger were filed
with the states of Nevada and Florida.  The number of common shares held
by Pricester Nevada before the merger was 1,044,620.

Pricester Nevada was the acquirer for legal purposes and Pricester
Florida was the acquirer for accounting purposes.  The transaction was
accounted for as a reverse acquisition.

Prior to the merger with Pricester Florida on February 9, 2005,
Pricester Nevada had no significant operations and had no control over
the operations of Pricester Florida.

Pursuant to Articles of Amendment filed on February 24, 2009, the name
of the registrant was changed to Genesis Electronics Group, Inc.

Subsidiary
----------
On May 22, 2008, we completed a share exchange with Genesis Electronics,
Inc., a Delaware corporation.  Pursuant to the Acquisition Agreement, we
acquired all of the outstanding common shares of Genesis Electronics,
Inc. and it became our wholly-owned subsidiary.

Genesis Electronics, Inc. was originally formed in Delaware on October
22, 2001 and is engaged on the development of solar and alternative
energy applications for consumer devices such as mobile phones.

Corporate operations
--------------------
Genesis's business consist of
   (1) Genesis Electronics: the development and eventual manufacturing
and marketing of solar-powered consumer products, based on patented
technology either owned by Genesis or licensed from Johns Hopkins
University Applied Physics Laboratories,
   (2) Pricester.com: the sales of cost-effective websites and related
Internet services primarily to the small business sector, and

<PAGE>5

   (3) Copia World, a Division of Pricester.com:  the development and
marketing of an international shopping portal.  We have yet to generate
substantial revenue because we are still in the developmental and pre-
production stages with our solar products, although substantial headway
has been made with successfully operating prototypes designed to comply
with the standards of a major brand-name manufacturer, and our website
and international shopping portal businesses have not yet reached
sufficient volume to be self-supporting.

We have suspended operation of the Pricester.com Shopping Portal, which
enabled users to build their own websites and sell and auction their
goods directly through the portal.

Concerning Genesis Electronics' business, once our first solar-powered
product (a charger for a popular, brand-name iphone) is fully compliant
with all necessary and elected technical criteria, we will be able to
move ahead with manufacturing and marketing the product, as well as the
development and marketing of similar products designed for operation
with other hand-held and portable electronic devices.  Genesis has
already formed a strong and active partnership with a Taiwan-based
manufacturer and significant strides have been made in product and
packaging development, procurement of safety and transport
certifications, prototype production and setting up for planned mass-
production.

With the worldwide proliferation of cell phones, "smart phones",
notebook computers, and so many other portable electronic devices, the
widespread and growing problem of inadequate charging life from
traditional batteries and the inconvenience (and sometimes
unavailability) of re-charging by plugging into a wall outlet, the
offering of a more sustainable source for charging is a needed and
should be a welcomed addition.  Genesis Electronics' fully-functional
early prototypes have met with virtually unanimous positive reception
from prospective distributors, sales organizations and large scale
retailers from both concept and operational standpoints.

Concerning Pricester.com's business, we have developed a technological
framework that overcomes prohibitive cost factors and exponentially
increases the ease with which small business owners can effectively
enter the e-commerce community and credibly compete for customers
online.

We have created streamlined processes that permit an economy for the
construction of professionally designed, customized, full-functioned e-
commerce or informational websites, and for hosting large numbers of
such websites.  Our services are marketed to the small business sector,
where the cost of website design and development has been a barrier to
achieving an Internet presence.

As consumer access to the Internet has become more widespread and
continues to grow, a website has emerged as an essential tool for small
businesses.  Small companies and professional practices alike understand
the value of a website for establishing credibility and competing for
clients and sales.

<PAGE>6

Concerning Copia World's business, we have launched a unique
international shopping portal, now populated with direct website links
to over 7,000 stores covering 15 shopping categories in 25 countries.
In addition, the portal also includes a robust travel booking engine in
affiliation with a prominent online provider for airfare, hotel
accommodations and car rental.  Copia World offers consumers and
travelers one of the most comprehensive compendiums of access to
international shopping available anywhere on the Internet from a single
source.  The website, www.copiaworld.com, is already very highly ranked
by Google and other major search engines for search terms such as
"international shopping mall" and "international shopping".  Revenue is
planned to be derived from paid advertising, gradually replacing PPC ads
and potential partnerships with synergistic companies such as
international hotel chains and major credit card providers.

Our Products & Services
-----------------------
Overview: The registrant is in the developmental stage of producing and
marketing solar-powered consumer products.  The registrant also provides
services that allow small businesses to have a cost-effective
Internet presence with the website features that consumers want and
expect.  Additionally, the registrant has built and operates an online
international shopping portal, useful for travel planning and online
purchasing on a global scale.

1.  Genesis Electronics:  Genesis Electronics, a wholly-owned subsidiary
of Genesis Electronics Group, is engaged in the development and
marketing of solutions.  We're living in an age of electronics, and the
advanced mobile communications tools that this exploding technology has
made available. However, battery life and charging technology has not
kept pace.  A prime example, and one currently being addressed by
Genesis, is the cell phone.   Once an expensive and rarely seen device
used by a mere handful of senior executives and professionals, the cell
phone has become the standard communications tool for voice
communications.

However, as handy and useful as the cell phone is, there is one major
obstacle to its reliability-the limited ability to stay charged and
functional.  Critical conversations are prematurely aborted, business
communication ends, important information doesn't get through.  This is
a real problem; we've all experienced it, and a simple, workable and
affordable solution is needed.

The problem becomes exponentially pronounced with today's more power-
hungry "smart phones", where the usage is expanded beyond simple voice
communications to Internet access, games, video viewing, audio-visual
recording and thousands of downloadable applications.

Genesis Electronics has a solution; a patent-based technology that makes
a constant and reliable charge always available to your cell phone or
"smart" phone battery.  This is accomplished with solar energy-a timely,
ecologically-friendly solution, using renewable energy.



<PAGE>7

Our board of directors feels that the potential for its patented
technology and the products and applications that will be forthcoming
can represent significant revenue for the corporation.  The technology
can be adapted to any mobile electronic device, including cell phones,
"smart" phones, mp3 players, notebook and laptop computers, digital
cameras, etc.  Additionally, applications for use with electronic
devices employed by the military are being investigated.  Production and
distribution channels are already in place for "smart" phone application
with companies such as Comm Tec, Inc., a Taiwan-based manufacturer.

2.  Pricester.com:  Pricester.com, a division of Genesis Electronics
Group, provides website design services, primarily geared to the needs
and budgets of small businesses.  Closely related Internet and website
services also provided by Pricester include: website hosting, domain
registration, Internet search engine and directory submission, Internet
marketing services (e.g., webpage optimization, pay-per- click campaign
development, etc.), website maintenance, design-related services such as
logo creation, and advanced shopping cart and design options for highly
customized websites.

While virtually all major retailers and service providers have company
websites,  the smaller owner-operated businesses-collectively, the
largest component of the entire economy-still only have a relatively
minor presence on the Internet.  There are over 23 million small
businesses in the U.S., including businesses with less than 5 employees
and those filing 1040 Schedule C returns (Source: U.S. Department of
Commerce) and millions still without a web presence to sell and promote
their products and services.  According to a 2009 report by Ad-Ology
Research, an authoritative source used by over 2,000 advertising
agencies, media properties and corporate marketing departments, a full
46% of small businesses do not have a website.

Our website design technology permits the professional customization of
websites at extremely low cost.  The savings are passed along to the
business owner, resulting in perhaps the lowest net cost customized
website package available on the market today!  Competitors offering
similar services are operating within a far more labor intensive
environment and cannot compete with Pricester's pricing strategy.

Clients receive a customized multi-page website designed for free and
agree to pay just a competitive Internet hosting fee and a nominal set-
up charge.  Small businesses find the deal irresistible, recognizing
that they've found a true low-cost alternative to the traditionally
cost-prohibitive barriers to developing and hosting a website.

At this time, the Pricester creates the majority of its sales by
generating small business leads using outbound automated telemarketing,
and then following up by telephone.   A number of sales are also the
result of client referrals and repeat clients.   Almost all sales are
consummated over the phone.

Concurrently, the registrant is endeavoring to develop strategic
partnerships with other companies and organizations that have an
interest in the same small business target market.  Pricester.com
delivers a product that is appealing and important to small business

<PAGE>8

owners.  Therefore, logical targets for strategic partnerships are
larger corporations, such as mid to large banks, merchant service
providers, communications companies, appropriate retail chains and
business organizations that actively and competitively seek to acquire
and retain small businesses as their customers or members.  Pricester's
website service is positioned as a valuable addition to the partner's
existing product or service, providing more market differentiation and a
competitive edge.

The market for affordable business websites is large and still
expanding.  Pricester's services are specifically geared to address this
demand from the small business sector.  Additional funding is required
to expand marketing efforts in order to reach and further penetrate the
market.

3. Copia World:  Copia World, www.copiaworld.com, a division of
Pricester.com, is an online shopping portal of international scope.
We're living in an increasingly global community.  Interest in travel,
consumer goods and certain services from other countries is exploding.
With the vast amount of information available on the Internet, there was
a glaring need for a more comprehensive, consumer-friendly, single-
source of retailers and select service providers on an international
level-the registrant is meeting that challenge with Copia World.

Copia World is a unique international shopping "mall" that provides
travelers and consumers with fast access to retailers and businesses
worldwide.  Currently, the portal includes 25 countries spanning six
continents, with 15 major shopping categories including a powerful
travel reservation engine and over 7,000 store listings.  Copia World
features ease of use and direct links to all listed business websites.

Copia World has already achieved extremely high major search engine
ranking for relevant terms such as "international shopping mall"
(recently ranked #1 on Google and #4 on Bing, in both cases out of over
24 million matches) and "international shopping" (consistently a top 5
rank).

Visitors can shop for clothing in London, wines or jewelry in Paris,
hand-crafted items from Mexico, furs in Moscow, view real estate in
Saudi Arabia, peruse the department stores in Brazil, see the offerings
from shopping malls in Israel, compare banks in Germany-it's all there
and much more!  Whether planning a trip, shopping online, or just
relaxing for an "armchair tour" of the world's retailers, Copia World is
an exceptional resource that's simple to use and enjoy-there's nothing
quite like it.

The portal currently displays affiliate ads and is moving towards
generating added revenues through subscription advertising from listed
companies.  The board of directors feels that the potential for Copia
World is enormous as the portal continues to grow in population and
enhanced features are added.  Additionally, corporate partners for Copia
World are being sought.



<PAGE>9

COSTS OF OPERATION

In order to operate the above businesses, continue to develop our
products and provide our services, Genesis Electronics Group currently
employs personnel for management, technical development and
coordination, customer support, technical support, Internet marketing
and web design and contract for sales personnel.  Our regular monthly
expenses are approximately $14,080, broken down as follows:

Payroll & Taxes                         $6,400
Rent                                     1,580
Electric                                   300
Telecommunications (Phones & Servers)    1,500
Accounting services                      2,500
Insurance                                  300
Legal                                    1,500
                                       -------
                                       $14,080
                                       =======

REVENUE STREAMS

Genesis Electronics Group has not generated significant revenues.
Currently, revenue is generated solely through the Pricester.com
division, as Genesis Electronics and Copia World are still in their
early stages. During 2006, Pricester.com commenced selling Website
design services and hosting plans.  As the number of clients increases
and budgeting permits adequate marketing expenditures our revenues
should increase significantly with collected setup fees and monthly
hosting fees.

Our revenues have been generated by website sales, hosting fees and
miscellaneous service fees totaling $78,797 for the year ended December
31, 2009.

In order to successfully expand our number of clients for our website
development and hosting services, we must employ significant monetary
resources.

Intellectual Property and Proprietary Rights
---------------------------------------------------

We protect our intellectual property through existing laws and
regulations and by contractual restrictions.  We attempt to protect our
technology and trade secrets through the use of: confidentiality and
non-disclosure agreements, trademarks, patents, and by other security
measures.

The registrant owns a patent for a "Solar rechargeable battery" (U.S.
patent 6,586,906) and licenses two additional patents from Johns Hopkins
University Applied Physics Laboratories for an "Integrated Power Source"
(U.S. Patents 5,644,207 and 6,608,464).Trademarks have been filed under
Pricester.com and Pricester Store "e-commerce for all".  The Copia World
spinning globe icon is trademarked.

<PAGE>10

Marketing Strategies
------------------------
We intend to establish a national market presence, and where appropriate
an international presence, using the following approaches in order to
gain brand awareness and sales for all of our businesses:  public
relations and advertising campaigns using television, radio, press
releases, Internet marketing, and targeted newspapers and magazines

Insurance
------------
We have in force workman's comp and general liability insurance.

Competition
--------------
Genesis Electronics competes with other manufacturers of solar powered
and traditionally powered charging devices.  Pricester.com competes with
many website design and Internet hosting companies.  Copia World
competes with established shopping and travel websites.  In all cases,
many of these competitors may have advantages in expertise, brand
recognition, available financial and other resources, and other factors.

In order to compete effectively, we will need to expend significant
capital, internal engineering resources, or acquire other technologies
and companies to provide or enhance our capabilities.

Government Regulation
---------------------------
We are subject to general business regulations and laws, as well as
regulations and laws directly applicable to the production and transport
of electronic devices (applicable to Genesis Electronics), and the
Internet (applicable to Pricester.com and Copia World).  As we continue
to expand the scope of our product and service offerings, the
application of existing laws and regulations relating to issues such as
consumer protection, content regulation, quality of products and
services, and intellectual property ownership and infringement can be
unclear.  In addition, we will also be subject to new laws and
regulations directly applicable to our activities.  Any existing or new
legislation applicable to us could expose us to substantial liability,
including significant expenses necessary to comply with such laws and
regulations.

ITEM 1A.   RISK FACTORS.

Not applicable to smaller reporting companies.


ITEM 1B.   UNRESOLVED STAFF COMMENTS

Not applicable.




<PAGE>11

ITEM 2.   PROPERTIES.

We lease an office facility from 234 Hollywood, LLC pursuant to a lease
that began in October 2009.  The office facility is located at 5555
Hollywood Blvd. Suite # 303 Hollywood, FL 33021.   The facility consists
of 1,000 square feet for the minimum lease payments of $1,117 per month
and terminates in March 2010.  We believe that this facility is
sufficient for our current needs.  The office lease agreement has
certain escalation clauses and renewal options.  If we exercise the
option to renew, the base rent shall increase by 3% per each lease year.


ITEM 3.    LEGAL PROCEEDINGS.

The registrant is not involved in any legal proceedings at this date.


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

None.






<PAGE>12
                                PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Item 5(a)
     a)  Market Information.  The registrant began trading publicly on
the NASD Over the Counter Bulletin Board in June 2006 under the symbol
"PRCC".

The following table sets forth the range of high and low bid quotations
for the registrant's common stock as reported on the NASD Bulletin
Board.  The quotations represent inter-dealer prices without retail
markup, markdown or commission, and may not necessarily represent actual
transactions.

        Quarter Ended                 High Bid             Low Bid
             3/31/08                    $0.32                $0.28
             6/30/08                    $0.19                $0.18
             9/30/08                    $0.042               $0.042
            12/31/08                    $0.04                $0.035

             3/31/09                    $0.18                $0.003
             6/30/09                    $0.097               $0.008
             9/30/09                    $0.05                $0.02
            12/31/09                    $0.04                $0.02

     b) Holders.  The approximate number of record holders of the
registrant is 254.

     c) Dividends.  Holders of the registrant's common stock are
entitled to receive such dividends as may be declared by its board of
directors.  No dividends on the registrant's common stock have ever bee
paid, and the registrant does not anticipate that dividends will be paid
on the common stock in the foreseeable future.

     d)  Securities authorized for issuance under equity compensation
plans.  No securities are authorized for issuance by the registrant
under equity compensation plans.

     e)  Performance graph.  Not applicable.

     f)  Sale of unregistered securities.  For the year ended December
31, 2009, the registrant received net proceeds of $283,796 and
subscription receivable of $$108,984 from the sale of 36,486,083 shares
of the registrant's common stock.

In May 2009, the registrant issued 4,900,000 shares of common stock to
an officer of the registrant in connection with a settlement of related
party loans of $49,000.  The registrant valued these common shares at
the fair market value on the date of grant at $0.05 per share or
$245,000.  The registrant has recognized interest expense of $196,000 in
connection with this settlement.



<PAGE>13

Between August 2009 and September 2009, the registrant issued an
aggregate of 200,000 shares of common stock for technical advisory
services rendered.  The registrant valued these common shares at the
fair value on the date of grant ranging approximately from $.03 to $.05
per share or $8,090.  In connection with issuance of these shares, the
registrant recorded stock-based consulting expense of $8,090 during the
year ended December 31, 2009.

In October 2009, the registrant issued in aggregate 2,000,000 shares of
common stock to the registrant's CEO and an officer of the registrant in
connection with their employment agreements.  The registrant valued
these common shares at the fair market value on the date of grant at
$.03 per share or $62,000 and has been recorded as stock-based
compensation.

In October 2009, the registrant issued in aggregate 150,000 shares of
common stock to three officers of the registrant for services rendered.
The registrant valued these common shares at the fair market value on
the date of grant at $.03 per share or $4,650 and has been recorded as
stock-based compensation.


Item 5(b)  Use of Proceeds.  Not applicable.

Item 5(c)  Purchases of Equity Securities by the issuer and affiliated
purchasers.   None.


ITEM 6.   SELECTED FINANCIAL DATA

Not applicable to smaller reporting companies.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

OVERVIEW
--------
Through December 31, 2005, we were a developmental stage e-commerce
company. We currently operate an e-commerce website that enables any
business to establish a fully functional online retail presence. Our
website, Pricester.com, is an Internet marketplace which allows vendors
to host their website with product and service listings and allows
consumers to search for listed products and services.

On May 22, 2008, we completed a merger with Genesis Electronics, Inc., a
Delaware corporation.  Genesis was originally formed in Delaware on
October 22, 2001 and is engaged on the development of solar and
alternative energy applications for consumer devices such as mobile
phones.





<PAGE>14

Until its acquisition of Genesis, our business was solely focused on our
internet shopping portal, and building and hosting websites for the
small business sector.  While we are still engaged in this business, our
primary focus has now shifted towards the further development and
marketing of the above described products.

PLAN OF OPERATIONS
------------------
We have only received minimal revenues.  We do not have sufficient cash
on hand to meet funding requirements for the next twelve months.
Although we eventually intend to primarily fund general operations and
our marketing program with revenues received from the sale of the
Pricester Custom Designed Websites, hosting and transaction fees, our
revenues are not increasing at a rate sufficient to cover our monthly
expenses in the near future.  We will have to seek alternative funding
through debt or equity financing in the next twelve months that could
result in increased dilution to the shareholders.  No specific terms of
possible equity or debt financing have been determined or pursued.

GOING CONCERN
-------------
As reflected in the accompanying consolidated financial statements, we
had an accumulated deficit of approximately $8.1 million, a working
capital deficit of $1,132,855, had net losses for the year ended
December 31, 2009 of $577,026 and cash used in operations during the
year ended December 31, 2009 of $231,146.  While we are attempting to
increase sales, it has not been significant enough to support the
registrant's daily operations.  We will attempt to raise additional
funds by way of a public or private offering.  While we believe in the
viability of our strategy to improve sales volume and in our ability to
raise additional funds, there can be no assurances to that effect.  Our
limited financial resources have prevented us from aggressively
advertising our products and services to achieve consumer recognition.
Our ability to continue as a going concern is dependent on our ability
to further implement our business plan and generate increased revenues.

CRITICAL ACCOUNTING POLICIES
----------------------------
Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United
States.  Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses.  These estimates and assumptions are
affected by management's applications of accounting policies.  Critical
accounting policies for the registrant include the useful life of
property and equipment and web development costs.

Computer equipment and furniture is stated at cost less accumulated
depreciation.  Depreciation is computed over the assets' estimated
useful lives (five to seven years) using straight line methods of
accounting.  Maintenance costs are charged to expense as incurred while
upgrades and enhancements that result in additional functionality are
capitalized.


<PAGE>15

We review the carrying value of intangibles and other long-lived assets
for impairment at least annually or whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Recoverability of long-lived assets is measured by
comparison of its carrying amount to the undiscounted cash flows that
the asset or asset group is expected to generate.  If such assets are
considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the property, if any,
exceeds its fair market value.

We have three primary revenue sources: website design, transaction fees,
and hosting fees.

   -   Website design revenue is recognized as earned when the website
is complete, control is transferred and the customer has accepted its
website, usually within seven days of the order.

   -   Transaction fee income comprises fees charged for use of credit
cards or other forms of payment in the purchase of items sold on the
customers' websites. The transaction fee income is recognized as earned
when funds transfers (via credit card or other forms of payments)
between the buyer and seller has been authorized.

   -   Revenues from website hosting fees are recognized when earned.
Web hosting fees received in advance are reflected as deferred revenue
on the accompanying balance sheet.

In December 2004, the Financial Accounting Standards Board, or FASB,
issued FASB ASC Topic 718: Compensation - Stock Compensation ("ASC
718"). Under ASC 718, companies are required to measure the compensation
costs of share-based compensation arrangements based on the grant-date
fair value and recognize the costs in the financial statements over the
period during which employees are required to provide services.  Share-
based compensation arrangements include stock options, restricted share
plans, performance-based awards, share appreciation rights and employee
share purchase plans.  Companies may elect to apply this statement
either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are
adjusted on a basis consistent with the pro forma disclosures required
for those periods under ASC 718.  Upon adoption of ASC 718, the Company
elected to value employee stock options using the Black-Scholes option
valuation method that uses assumptions that relate to the expected
volatility of the Company's common stock, the expected dividend yield of
our stock, the expected life of the options and the risk free interest
rate.  Such compensation amounts, if any, are amortized over the
respective vesting periods or period of service of the option grant.

Results of Operations

Year ended December 31, 2009 compared to year ended December 31, 2008

Net sales for the year ended December 31, 2009 were $78,797 as compared
to net sales of $111,518 for the year ended December 31, 2008, a
decrease of $32,721 or approximately 29%.  We are continuing to create

<PAGE>16

customer awareness for our products.  The decrease in revenues is
primarily attributable to the non renewal of subscribers who had
completed their annual hosting commitment during the year ended December
31, 2009.  There can be no assurances that we will continue to recognize
similar net revenue in future periods or that we will ever report
profitable operations.

Total operating expenses for the year ended December 31, 2009 were
$455,371, a decrease of $431,393, or approximately 49%, from total
operating expenses for the year ended December 31, 2008 of $886,764.
This decrease is primarily attributable to:

      -   an increase of $19,124, or approximately 62%, in professional
fees incurred in connection with our SEC filings. This increase is
primarily related to increase in audit and accounting fees,

   -   a decrease of $191,609, or approximately 75%, in consulting fees
in connection with the issuance of our common stock for services
rendered and amortization of prepaid expense in connection with deferred
compensation in 2008.  This decrease is primarily attributable to a
decrease in issuance of our common stock for services rendered during
the year ended December 31, 2009 as compared to the same period in 2008,

   -   a decrease of $287,413, or 66%, in compensation expense to
$146,882 for the year ended December 31, 2009 as compared to $434,295
for the year ended December 31, 2008.  Compensation expense which
includes salaries and stock based compensations to our employees.
During the year ended December 31, 2009, we issued 2,000,000 shares of
our common stock as compensation to our CEO and an officer in connection
with their employment agreements dated January 14, 2008.  During the
year ended December 31, 2008, the Company issued in aggregate 33,000,000
shares of common stock to our CEO and an officer in connection for their
services rendered.  Additionally, the decrease is also attributable to
the decrease in employees,

   -   an increase of $28,505, or approximately 17%, in other selling,
general and administrative expenses as a result of increase in legal
expenses and office expenses attributable to our subsidiary Genesis
Electronics Inc.

We reported a loss from operations of $376,574 for year ended December
31, 2009 as compared to a loss from operations of $775,246 for the year
ended December 31, 2008.

Total other expense for the year ended December 31, 2009 were $200,452,
a decrease of $2,100,999, from total other expense for year ended
December 31, 2008 of $2,301,451.  This decrease is primarily
attributable to:

   -  a decrease of $852,606 in interest expense as a result of the
assumption of certain convertible debt in connection with a settlement
agreement entered into on May 23, 2008.  We also recognized a gain on



<PAGE>17

settlement of debt of $469,284 to a former officer of Genesis in
connection with this settlement agreement during the year ended
December 31, 2008.

   -  a decrease of $1,717,602 in impairment expense as a result of our
acquisition of Genesis which resulted to a recognition of goodwill. We
deemed the acquired goodwill to be impaired and wrote-off the goodwill
on the acquisition date.

We reported a net loss of $577,026 or (0.00) per share for the year
ended December 31, 2009 as compared to a net loss of $3,076,697 or
$(0.05) per share for the year ended December 31, 2008.

Liquidity and Capital Resources

During the year ended December 31, 2009, we received net proceeds of
$283,796 and subscription receivable of $108,984 from the sale of our
common stock.  For the year ended December 31, 2009, we collected
subscription receivable of $60,417.  These funds were used for working
capital purposes.

Net cash used in operating activities for the year ended December 31,
2009 amounted to $231,146 and was primarily attributable to our net
losses of $577,026 offset by depreciation of $676, stock based expense
of $128,690, interest expense of $196,000 in connection with the
settlement of a related party loan and changes in assets and liabilities
of $20,514.  Net cash used in operating activities for the year ended
December 31, 2008 amounted to $254,743 and was primarily attributable to
our net losses of $3,076,697 offset by stock based compensation of
$341,214, amortization of prepaid expense in connection with deferred
compensation of $187,585, depreciation of $2,524, impairment expense of
$1,717,602, interest expense of $1,049,717 in connection with the
settlement agreement and add back of gain on settlement of debt of
$469,284 and changes in assets and liabilities of $7,404.

Net cash flows provided by financing activities was $294,896 for the
year ended December 31, 2009 as compared to net cash provided by
financing activities of $256,212 for the year ended December 31, 2008,
an increase of $38,684.  For the year ended December 31, 2009, we
received proceeds from the sale of common stock and collection of
subscription receivable of $283,796, proceeds from a related party of
$18,000, offset by payments on related party advances of $6,900. Net
cash flows provided by financing activities was $256,212 for the year
ended December 31, 2008. For the year ended December 31, 2008, we
received proceeds from the sale of common stock of $340,812, proceeds
from related parties of $8,000 and offset by payments on related party
advances of $92,600.

We reported a net increase in cash for the year ended December 31, 2009
of $63,750 as compared to a net increase in cash of $1,469 for the year
ended December 31, 2008.  At December 31, 2009, we had cash on hand of
$66,069.



<PAGE>18

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

The following tables summarize our contractual obligations as of
December 31, 2009.
<TABLE>
                                                   Payments Due by Period
                             --------------------------------------------------------
                                        Less than                    3-5      5 Years
                             Total        1 Year     1-3 Years      Years        +
                             -----      ---------    ---------      -----     -------

                           <c>          <c>          <c>           <c>       <c>
Contractual Obligations:
Operating Lease           $    3,350    $      -     $      -      $      -   $      -
Notes payable                 15,647           -            -             -          -
Loans payable                 40,000           -            -             -          -
Convertible debt             931,919           -            -             -          -
Loans payable - related
  party                       40,485           -            -             -          -
                          ----------    --------     --------      --------   --------
Total Contractual
  Obligations:            $1,031,401    $      -     $      -      $      -   $      -
</TABLE>
License Agreement

In November 2009, we entered into a license agreement with Johns Hopkins
University Applied Physics Lab ("JHU/APL") whereby the Company will have
a limited exclusive license to JHU/APL's Integrated Power Source
patents. The patents are for the solar powered cell phone and iPod
chargers. We have paid $10,000 and issued 2 million shares of the
Company's common stock upon execution of this agreement. Future license
payments under the license agreement are as follows:

   Due March 1, 2010                                  $10,000
   Due June 1, 2010                                   $10,000
   Due September 1, 2010                              $10,000
   Due upon the one year anniversary of the license  $125,000

Should we elect not to execute the option to an exclusive license for
the patents in advance of the one year anniversary of execution of
license agreement, the $125,000 second year anniversary execution fee
payment will be reduced to $36,000.

We shall also pay minimum annual royalty payments as defined in the
license agreement. The royalty is 6% on net sales of the product sold
using the technology under these patents. In addition, we shall pay
sales milestone payments as set forth in this license agreement. We may
terminate this agreement and the license granted herein, for any reason,
upon giving JHU/APL sixty days written notice.





<PAGE>19

Off-balance Sheet Arrangements

We have not entered into any other financial guarantees or other
commitments to guarantee the payment obligations of any third parties.
We have not entered into any derivative contracts that are indexed to
our shares and classified as shareholder's equity or that are not
reflected in our consolidated financial statements. Furthermore, we do
not have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk
support to such entity. We do not have any variable interest in any
unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and
development services with us.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued Accounting Standards Update No. 2009-01,
"Generally Accepted Accounting Principles" (ASC Topic 105) which
establishes the FASB Accounting Standards Codification as the official
single source of authoritative U.S. generally accepted accounting
principles. All existing accounting standards are superseded. All other
accounting guidance not included in the Codification will be considered
non-authoritative. The Codification also includes all relevant
Securities and Exchange Commission guidance organized using the same
topical structure in separate sections within the Codification.

Following the Codification, the Board will not issue new standards in
the form of Statements, FASB Staff Positions or Emerging Issues Task
Force Abstracts. Instead, it will issue Accounting Standards Updates
which will serve to update the Codification, provide background
information about the guidance and provide the basis for conclusions on
the changes to the Codification.

The Codification is not intended to change GAAP, but it will change the
way GAAP is organized and presented. The Codification is effective for
our third-quarter 2009 financial statements and the principal impact on
our financial statements is limited to disclosures as all future
references to authoritative accounting literature will be referenced in
accordance with the Codification.

In April 2009, the FASB issued ASC Topic 320-10-65, "Recognition and
Presentation of Other-Than-Temporary Impairments". This update provides
guidance for allocation of charges for other-than-temporary impairments
between earnings and other comprehensive income. It also revises
subsequent accounting for other-than-temporary impairments and expands
required disclosure. The update was effective for interim and annual
periods ending after June 15, 2009. The adoption of ASC Topic 320-10-65
did not have a material impact on the results of operations and
financial condition.

In April 2009, the FASB issued ASC Topic 320-10-65, "Interim
Disclosures About Fair Value of Financial Instruments". This update
requires fair value disclosures for financial instruments that are not
currently reflected on the balance sheet at fair value on a quarterly
basis and is effective for interim periods ending after June 15, 2009.

<PAGE>20

The registrant's financial instruments include cash and cash
equivalents, accounts receivable, accounts payable, accrued expenses and
notes payable.  At December 31, 2009 and 2008, the carrying value of the
registrant's financial instruments approximated fair value, due to their
short term nature.

In May 2009, the FASB issued (ASC Topic 855), "Subsequent Events" (ASC
Topic 855).  This guidance is intended to establish general standards of
accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued or available to be
issued. It is effective for interim and annual reporting periods ending
after June 15, 2009.  The adoption of this guidance did not have a
material impact on our consolidated financial statements.

In June 2009, the FASB issued ASC Topic 810-10, "Amendments to FASB
Interpretation No. 46(R)".  This updated guidance requires a qualitative
approach to identifying a controlling financial interest in a variable
interest entity, and requires ongoing assessment of whether an entity is
a VIE and whether an interest in a VIE makes the holder the primary
beneficiary of the VIE.  It is effective for annual reporting periods
beginning after November 15, 2009.  The adoption of ASC Topic 810-10 did
not have a material impact on the results of operations and financial
condition.

In October 2009, the FASB issued ASU No. 2009-13, "Multiple-Deliverable
Revenue Arrangements."  This ASU establishes the accounting and
reporting guidance for arrangements including multiple revenue-
generating activities.  This ASU provides amendments to the criteria for
separating deliverables, measuring and allocating arrangement
consideration to one or more units of accounting. The amendments in this
ASU also establish a selling price hierarchy for determining the selling
price of a deliverable.  Significantly enhanced disclosures are also
required to provide information about a vendor's multiple-deliverable
revenue arrangements, including information about the nature and terms,
significant deliverables, and its performance within arrangements.  The
amendments also require providing information about the significant
judgments made and changes to those judgments and about how the
application of the relative selling-price method affects the timing or
amount of revenue recognition.  The amendments in this ASU are effective
prospectively for revenue arrangements entered into or materially
modified in the fiscal years beginning on or after June 15, 2010.  Early
application is permitted.  The registrant is currently evaluating this
new ASU.

In October 2009, the FASB issued ASU No. 2009-14, "Certain Revenue
Arrangements That Include Software Elements."  This ASU changes the
accounting model for revenue arrangements that include both tangible
products and software elements that are "essential to the
functionality," and scopes these products out of current software
revenue guidance.  The new guidance will include factors to help
companies determine what software elements are considered "essential to
the functionality."  The amendments will now subject software-enabled
products to other revenue guidance and disclosure requirements, such as
guidance surrounding revenue arrangements with multiple-deliverables.

<PAGE>21

The amendments in this ASU are effective prospectively for revenue
arrangements entered into or materially modified in the fiscal years
beginning on or after June 15, 2010.  Early application is permitted.
The registrant is currently evaluating this new ASU.

Other accounting standards that have been issued or proposed by FASB
that do not require adoption until a future date are not expected to
have a material impact on the consolidated financial statements upon
adoption.


ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCOURSES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The response to this item is being submitted as a separate section of
this report beginning on page 32.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

None.


ITEM 9A.   CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures
----------------------------------
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as
of December 31, 2009, the end of the year covered by this report, our
management concluded its evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures.

Disclosure controls and procedures refer to controls and other
procedures designed to ensure that information required to be disclosed
in the reports we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC and that such
information is accumulated and communicated to our management, including
our chief executive officer and chief financial officer, as appropriate,
to allow timely decisions regarding required disclosure.  In designing
and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management is required to apply its
judgment in evaluating and implementing possible controls and
procedures.



<PAGE>22

Our management does not expect that our disclosure controls and
procedures will prevent all error and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system's objectives will be met.
Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, have
been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake. The design of any system of
controls is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.

Management conducted its evaluation of disclosure controls and
procedures under the supervision of our chief executive officer and our
chief financial officer. Based on that evaluation, Edward Dillon, our
Chief Executive Officer, and Nelson Stark, our Chief Financial Officer
concluded that because of the material weaknesses in internal control
over financial reporting described below, our disclosure controls and
procedures were not effective as of December 31, 2009.

Management's Report on Internal Control over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act. Our management is also
required to assess and report on the effectiveness of our internal
control over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002 ("Section 404"). Management assessed the
effectiveness of our internal control over financial reporting as of
December 31, 2009. In making this assessment, we used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework. During our
assessment of the effectiveness of internal control over financial
reporting as of December 31, 2009, management identified material
weaknesses related to (i) our internal audit functions and (ii) the
absence of an Audit Committee as of December 31, 2009, and (iii) a lack
of segregation of duties within accounting functions. Therefore, our
internal controls over financial reporting were not effective as of
December 31, 2009.

Management has determined that our internal audit function is
significantly deficient due to insufficient qualified resources to
perform internal audit functions. Finally, management determined that
the lack of an Audit Committee of our Board of Directors also
contributed to insufficient oversight of our accounting and audit
functions.





<PAGE>23

Due to our size and nature, segregation of all conflicting duties may
not always be possible and may not be economically feasible. However, to
the extent possible, we will implement procedures to assure that the
initiation of transactions, the custody of assets and the recording of
transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the material
weaknesses identified above, and we will continue to monitor the
effectiveness of these steps and make any changes that our management
deems appropriate. Due to the nature of these material weaknesses in our
internal control over financial reporting, there is more than a remote
likelihood that misstatements which could be material to our annual or
interim financial statements could occur that would not be prevented or
detected.

A material weakness (within the meaning of PCAOB Auditing Standard No.
5) is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable
possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely
basis. A significant deficiency is a deficiency, or a combination of
deficiencies, in internal control over financial reporting that is less
severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of the company's financial reporting.

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

Auditor Attestation
-------------------
This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation
by our registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit us to provide only
management's report in this annual report.

Changes in Internal Control over Financial Reporting
----------------------------------------------------
There have been no changes in our internal control over financial
reporting during our fiscal year 2009 that has materially affected, or
is reasonably likely to materially affect, our internal control over
financial reporting.

ITEM 9B.   OTHER INFORMATION.

None.




<PAGE>24

                                  PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The Executive Officers and Directors are:

Name             Age                      Position
Edward C. Dillon  73                    CEO, Director
Nelson Stark      53                    CFO, Director
Raymond Purdon    41                 Chairman of the Board
Lee Taylor        60                      Director
Howard Neu        59                      Director

Resumes

EDWARD C. DILLON.  Mr. Dillon has been chief executive officer since
April 6, 2006 to present. Mr. Dillon has been chief financial officer
and executive vice president of Pricester Nevada since June 4, 2004 to
April 6, 2006.  Mr. Dillon remains a director of Pricester Nevada.  He
is also responsible for shareholder relations and investments.  From
January 2004 to the merger with Pricester Nevada, Mr. Dillon served as
executive vice president for Pricester Florida and he was also
responsible for shareholder relations and investments.  From September
2004 to present, Mr. Dillon also serves as a director.  In April 2003,
Mr. Dillon accepted a position as Contract Manager Consultant to the
Florida Turnpike for Jacobs Engineering a Fortune 500 Company.  April
1996 to April 2002, Mr. Dillon retired to Florida for golf and
relaxation.  In May 1968, Edward Dillon opened Bayshore Steel
Construction in New Jersey where he served as President and CEO until
1996.  Bayshore Steel contracted to erect office buildings, shopping
centers and 20,000,000 sq. ft of warehouse space in central New Jersey.
From 1957 to 1968 he was employed as a Construction Supervisor for a
family owned steel business.

NELSON STARK.  Mr. Stark has been chief financial officer from April 6,
2006 to present. Mr. Stark has been vice president of marketing and
operations of Pricester Nevada since June 4, 2004.  Mr. Stark served as
vice president of marketing and operations of Pricester Florida from
September 2003 until the merger with Pricester Nevada.  He has a
Doctorate in International Business from Nova Southeastern University in
Ft. Lauderdale, Florida.  He received his Degree in May 1997. His areas
of specialization are strategic and international marketing.  He started
his career with the Australian Trade Commission in Miami as their
Marketing Manager in September of 1987 until November 1988. He then
became the Marketing Manager for M. & J. Import-Export International in
New York from January 1989 until October 1997.  He was appointed Center
Director for Embry-Riddle Aeronautical University's Ft. Lauderdale
Campus from November 1997 to October 1999.  He was then appointed Vice
President of Marketing for Softrain U.S.A. from January 2000 until June
of 2003.



<PAGE>25

RAYMOND PURDON   Mr. Purdon has over 17 years of experience in the
securities industry, including trading, investment banking, retail and
institutional sales. He is the founder and has been the principal of
Grandview Capital Partners since its launch in October 2006 and is
responsible for the firm's proprietary trading, due diligence and
investments.  Ray oversees Pricester's merger and acquisition committee.
From July 2003 - October 2006, Mr. Purdon was a senior vice president
and branch manager of GunnAllen Financial.  Mr. Purdon graduated in 1991
from Seton Hall University with a Bachelor of Arts degree.

LEE TAYLOR.   Mr. Taylor has a broad background in sales and marketing
management, within both B2B and B2C environments.   He has held
executive level and senior management positions with corporations
including Interval International, Gannett, Inc., TBS International,
Tricom Pictures and Lens Express.  Lee is responsible for sales
development and training, initiation of marketing programs, and
coordination with design and technical areas within the company.

HOWARD NEU. Has been a practicing attorney for 35 years specializing in
Domain Defense Litigation, commercial litigation, and appeals.  He is
also a Certified Public Accountant, has taught Taxation of Deferred
Compensation at the University of Miami School of Law as well as courses
in accounting and business law for the Miami Education Consortium.  He
has also lectured for the Florida Bar Continuing Legal Education
program.    He received his B.B.A. degree from the University of Miami
after attending the University of Florida for 3 years, and his Juris
Doctor degree from the University of Miami Law School.  He was elected
to 3 terms as Mayor of the City of North Miami, Florida, has served as
Municipal Judge, Councilman, and has been elected President of the North
Dade Bar Association, The Greater North Miami Chamber of Commerce, the
Dade County League of Cities and various other State and National
organizations.  In his career, he has done considerable SEC work,
successful Business Plans and Private Placement Memoranda.  He is
married and has 3 beautiful daughters, four grandchildren and a 17 year
old stepson.  He presently represents Domain King/Webfather Rick
Schwartz, Iwindomains Win and Mahoney, Damir Kruzicevik, Shepherd Sal
Sarid and a number of domain developers.  He has also previously
represented John Zuccarini.


Section 16(a) Beneficial Ownership Reporting Compliance

To the registrant's knowledge, no director, officer or beneficial owner
of more than ten percent of any class of equity securities of the
registrant failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during 2009.

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.



<PAGE>26

Corporate Governance

We have no change in any state law or other procedures by which security
holders may recommend nominees to our board of directors.  In addition
to having no nominating committee for this purpose, we currently have no
specific audit committee and no audit committee financial expert.  Based
on the fact that our current business affairs are simple, any such
committees are excessive and beyond the scope of our business and needs.


ITEM 11.  EXECUTIVE COMPENSATION.

The following table summarizes all compensation recorded by us in each
of the last two completed fiscal years for our principal executive
officer, each other executive officer serving as such whose annual
compensation exceeded $100,000 and up to two additional individuals for
whom disclosure would have been made in this table but for the fact that
the individual was not serving as an executive officer of our company at
December 31, 2009.

For definitional purposes in this annual report these individuals are
sometimes referred to as the "named executive officers." The value
attributable to any option awards is computed in accordance with ASC
Topic 718.
<TABLE>
                                          SUMMARY COMPENSATION TABLE
                                          --------------------------
                                                                             NONQUALIFIED
                                                              NON-EQUITY       DEFERRED       ALL
NAME AND                                 STOCK    OPTION    INCENTIVE PLAN   COMPENSATION    OTHER
PRINCIPAL             SALARY    BONUS    AWARDS   AWARDS     COMPENSATION      EARNINGS   COMPENSATION    TOTAL
POSITION      YEAR      ($)      ($)      ($)      ($)            ($)             ($)          ($)         ($)
-----------   ----   -------   ------   ------   -------   --------------   ------------   ------------  -------

            <c>     <c>       <c>      <c>      <c>           <c>             <c>           <c>         <c>
Edward C Dillon(1)
Chief Executive
Officer
              2009        0     $  -    $31,000       -        $    -         $    -        $    -      $31,000
              2008        0     $  -   $137,600       -        $    -         $    -        $    -     $137,600

Nelson Stark (2)
Chief Financial
Officer
              2009   $7,500     $  -    $1,550     $  -        $    -         $    -        $    -       $9,050
              2008   $7,500     $  -      $200     $  -        $    -         $    -        $    -       $7,700
</TABLE>
 (1)   Mr. Dillon has served as our president and CEO since April 2006.
Mr. Dillon's fiscal 2009 compensation included stock awards of 1,000,000
shares of our common stock which were valued at $31,000.   Mr. Dillon's
fiscal 2008 compensation included stock awards of 18,500,000 shares of
our common stock which were valued at $137,600.
 (2)   Mr. Stark has served as our CFO since April 2006.  In addition to
his salary, Mr. Stark's fiscal 2009 compensation included stock awards
of 50,000 shares of our common stock which were valued at $1,550.  In
addition to his salary, Mr. Stark's fiscal 2008 compensation included
stock awards of 100,000 shares of our common stock which were valued at
$200.



<PAGE>27

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding stock options to the
registrant's sole executive officer:

                        Option Awards
Outstanding Equity Awards at December 31, 2009
<TABLE>
                                   Equity        Equity
                                  Incentive     Incentive
                                    Plan           Plan
                                    Awards:      Awards:
                                  Number of      Number of
                    Number of     Securities    Securities
                    Securities    Underlying    Underlying
                    Underlying    Unexercised   Unexercised   Option        Option
                    Unexercised    Unearned      Unearned    Exercise     Expiration
                    options        Options       Options in    Price         Date
Name                   (#)            (#)           (#)         ($)           ($)
----------------    ----------    ------------    --------    -------     -----------

                    <c>            <c>            <c>         <c>           <c>
Edward C. Dillon    1,000,000                                   $.40   One year after the
Exec. Vice Pres.                                                       effective date of
                                                                       the registration

                          Option Awards (Continued)
Outstanding Equity Awards at December 31, 2009

                                                                  Equity
                                                                Incentive
                                                  Equity       Plan Awards:
                                                 Incentive       Market or
                                 Market Value   Plan Awards:       Payout
                    Number        of Shares     Number of         Value of
                    Number of     or Units       Unearned         Unearned
                    Shares or    of Shares        Shares,          Shares,
                    Units of     or Units        Units or         Units or
                      Stock      of Stock       Other Rights    Other Rights
                    that have    that have       that have       that have
                    not vested   not vested      not vested      not vested
Name                   (#)            ($)           (#)              ($)
----------------    ----------    ------------    --------      ------------

Edward C. Dillon        -              -          1,000,000          $0
Exec. Vice Pres.
</TABLE>
Employment Contracts and Termination of Employment and Change-in Control
Arrangements.  The registrant entered into an employment agreement on
January 14, 2008 with Edward C. Dillon, its chief executive officer
which expires in January 2013.   The employment agreement calls for an
issuance of 500,000 free trading shares of our common stock.
Additionally, based on this agreement, the registrant shall issue
1,000,000 restricted shares of common stock during each fiscal year of
the term of this agreement.



The registrant entered into an employment agreement on January 14, 2008
with Raymond Purdon, an officer of the registrant which expires in
January 2013.   The employment agreement calls for an issuance of
500,000 free trading shares of the registrant's common stock.
Additionally, based on this agreement, the registrant shall issue
1,000,000 restricted shares of common stock during each fiscal year of
the term of this agreement.

Directors' compensation.   We do not have any standard arrangements by
which directors are compensated for any services provided as a director.
No cash has been paid to the directors in their capacity as such.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

There are currently 153,491,906 common shares outstanding.  The
following tabulates holdings of common shares and other securities of
the registrant by each person who, subject to the above, at March 31,
2010, holds of record or is known by management to own beneficially more
than 5.0% of the common shares and, in addition, by all directors and
officers of the registrant individually and as a group.

Directors and Officers
                                                 Percentage of
                              Number & Class       Outstanding
       Name and Address       of Shares          Common Shares

Edward C. Dillon(1)              21,232,500           13.83%
3850 Washington St. Apt. 910
Hollywood, FL 33021

Raymond Purdon                   18,250,000           11.89%
25 Fox Hill Drive
Little Silver, NJ 07739

Lee Taylor                          328,500            0.21%
10919 SW 135th Court Circle
Miami, FL 33186

Nelson Stark(2)                     244,000            0.16%
5130 SW 40th Avenue, Apt. 3B
Fort Lauderdale, FL 33314

Howard Neu                        2,496,000            1.63%
1152 N. University Drive #201
Pembroke Pines, FL 33024

   (1)Mr. Dillon paid a weighted average of $.173 for the common shares
he currently owns.
   (2)Nelson Stark received his common shares for services valued at
$.086 per common share.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a

<PAGE>29

contract, arrangement, understanding, relationship or otherwise.  Unless
otherwise indicated, each person indicated above has sole power to vote,
or dispose or direct the disposition of all shares beneficially owned,
subject to applicable unity property laws.

All of the directors would be deemed to be promoters of the registrant.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

During fiscal 2009, Edward Dillon, chief executive officer of Genesis
Electronics Group, Inc. advanced funds to us for working capital
purposes.  The advances are non-interest bearing and are payable on
demand.  At December 31, 2009 and 2008, we owed Mr. Dillon $40,485.

Director Independence

Our board of directors are not independent as such term is defined by a
national securities exchange or an inter-dealer quotation system.
During the fiscal year ended December 31, 2009, there were no
transactions with related persons other than as described in the section
above entitled "Item 11.  Executive Compensation.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets forth the fees billed by our principal
independent accountants for each of our last two fiscal years for the
categories of services indicated.

                                    Year Ended December 31,
Category                            2009              2008
                                    ----              ----
Audit Fees (1)                   $ 12,750          $ 10,000
Audit Related Fees (2)              5,250             3,500
Tax Fees (3)                            -                 -
All Other Fees (4)                      -                 -
 (1)	Consists of fees billed for the audit of our annual financial
statements, review of our Form 10-K/10-KSB and services that are
normally provided by the accountant in connection with year end
statutory and regulatory filings or engagements.

(2)	Consists of fees billed for the review of our quarterly financial
statements, review of our forms 10-Q/10-QSB and 8-K and services that
are normally provided by the accountant in connection with non year end
statutory and regulatory filings on engagements.

(3)	Consists of professional services rendered by a company aligned
with our principal accountant for tax compliance, tax advice and tax
planning.

(4)	The services provided by our accountants within this category
consisted of advice and other services relating to SEC matters,
registration statement review, accounting issues and client conferences.

<PAGE>30

Our board of directors has adopted a procedure for pre-approval of all
fees charged by our independent auditors.  Under the procedure, the
board approves the engagement letter with respect to audit, tax and
review services.  Other fees are subject to pre-approval by the board,
or, in the period between meetings, by a designated member of board.
Any such approval by the designated member is disclosed to the entire
Board at the next meeting.  The audit and tax fees paid to the auditors
with respect to fiscal year 2009 were pre-approved by the entire board
of Directors.






<PAGE>31

                             PART IV
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as a part of this report or are
incorporated by reference to previous filings, if so indicated:

Exhibit No.                             Description

31.1   Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive
         officer
32.2   Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial
         officer
32.1   Section 1350 Certification of Chief Executive Officer
32.2   Section 1350 Certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

	Genesis Electronics Group, Inc.

                           By: /s/ Edward C. Dillon
                               ---------------------------
April 15, 2010                 Edward C. Dillon
                               Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.

Signature                  Capacity                   Date

/s/Edward C. Dillon           CEO/Director           April 15, 2010
--------------------
Edward C. Dillon

/s/Nelson Stark              CFO/Director            April 15, 2010
-------------------- Principal Accounting Officer
Nelson Stark

/s/Raymond Purdon             Director               April 15, 2010
--------------------
Raymond Purdon

/s/Lee Taylor                 Director               April 15, 2010
---------------------
Lee Taylor

/s/Howard Neu                 Director               April 15, 2010
---------------------
Howard Neu

<PAGE>32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Genesis Electronics Group, Inc.
Hollywood, Florida

We have audited the accompanying consolidated balance sheet of Genesis
Electronics Group, Inc. and Subsidiary as of December 31, 2009 and 2008,
and the related consolidated statement of operations, changes in
stockholders' deficit and cash flow for the years ended. This
consolidated financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated 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 audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purposes of expressing an opinion
on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining on a test basis, evidence supporting the amount and
disclosures in the consolidated 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 consolidated financial statement referred to above
present fairly, in all material respects, the financial position of
Genesis Electronics Group, Inc. and Subsidiary as of as of December 31,
2009 and 2008, and the result of their operations and their cash flow
for the year ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note 8 to the financial statements, the Company has an
accumulated deficit of $8,090,923 and has net losses and cash used in
operations of $577,026 and $231,146, respectively, for the year ended
December 31, 2009.  This raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regards to these
matters are also described in Note 8.  The consolidated financial
statement does not include any adjustments that might result from the
outcome of this uncertainty.


/s/Larry O'Donell & Co., CPA P.C
Certified Public Accountants
Aurora, Colorado
March 30, 2010

<PAGE>33

             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                  CONSOLIDATED BALANCE SHEETS

                                               Year ended
                                               ----------
                                  December 31, 2009   December 31, 2008
                                  -----------------   -----------------
                      ASSETS

Current Assets:
  Cash                             $    66,069          $     2,319
  Prepaid expense and other
    current asset                       14,160                3,160
                                   -----------          -----------
      Total current assets              80,229                5,479

Property and Equipment, net                695                1,371
                                   -----------          -----------
      Total assets                 $    80,924          $     6,850
                                   ===========          ===========

                LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable and accrued
    expenses                       $   184,857          $   152,837
  Convertible debt                     931,919              931,919
  Note payable                          15,647               15,647
  Loans payable                         40,000               40,000
  Due to related parties                40,485               78,385
  Deferred revenue                         176                  682
                                   -----------          -----------
      Total current liabilities      1,213,084            1,219,470
                                   -----------          -----------
Stockholders' Deficit:
  Common stock, $0.001 par value,
    300,000,000 authorized,
    152,644,072 and 106,602,989
    issued and outstanding, at
    December 31, 2009 and December
    31, 2008, respectively             152,644              106,603
  Additional paid-in capital         6,879,836            6,219,824
  Accumulated deficit               (8,090,923)          (7,513,897)
  Subscription receivable              (73,717)             (25,150)
                                   -----------          -----------
      Total stockholders' deficit   (1,132,160)          (1,212,620)
                                   -----------          -----------
Total liabilities and stockholders'
  deficit                          $    80,924          $     6,850
                                   ===========          ===========

         See notes to audited consolidated financial statements.



<PAGE>34
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                                               For the Years Ended
                                                   December 31,
                                               ------------------
                                              2009            2008
                                              ----            ----

Net Sales                                   $    78,797   $   111,518
                                            -----------   -----------
Operating expenses:
  Professional fees                              50,049        30,925
  Consulting fees                                63,780       255,389
  Compensation                                  146,882       434,295
  Other selling, general and administrative     194,660       166,155
                                            -----------   -----------
    Total operating expenses                    455,371       886,764
                                            -----------   -----------
Loss from operations                           (376,574)     (775,246)
                                            -----------   -----------
Other income (expenses):
  Other expense                                       -           (75)
  Gain on settlement of debt                          -       469,284
  Impairment expense                                  -    (1,717,602)
  Interest expense                             (200,452)   (1,053,058)
                                            -----------   -----------
    Total other income (expenses)              (200,452)   (2,301,451)
                                            -----------   -----------
Loss before provision for income taxes         (577,026)   (3,076,697)
Provision for income taxes                            -             -
                                            -----------   -----------
Net loss                                    $  (577,026)  $(3,076,697)
                                            ===========   ===========
Net loss per common share
  - basic and diluted                       $         -   $     (0.05)
Weighted average number of shares
  0utstanding - basic and diluted           135,405,327    56,810,124
                                            ===========   ===========

          See notes to audited consolidated financial statements.





<PAGE>35
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                    FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

<TABLE>
<CAPTION>
                                                          Common Stock,
                                                         $.001 Par Value
                                                         ---------------       Additional
                                                      Number of                  Paid-in
                                                       Shares       Amount       Capital
                                                     ----------   ----------   ----------

                                                     <c>          <c>          <c>
Balance, December 31, 2007                           28,948,873       28,949   $4,287,378
Sale of common stock                                 25,361,916       25,362      340,600
Common stock issued for services                     37,600,000       37,600      295,950
Cancellation of common stock issued
  previously for services                           (3,100,000)       (3,100)      (7,130)
Common stock issued as a replacement
  for issuance of stock options in
  connection with a consulting agreement              1,000,000        1,000      (55,902)
Common stock issued for prepaid services              3,600,000        3,600       97,767
Common stock issued for settlement of
  related party loans                                    66,000           66       31,734
Common stock issued for convertible debt             11,218,830       11,218      106,580
Common stock issued in connection with the
  merger agreement                                    1,907,370        1,908       55,236
Beneficial conversion on convertible debt                     -            -    1,049,717
Stock warrants issued for services                            -            -       17,894
Net loss for the period                                       -            -            -
                                                    -----------    ---------   ----------
Balance December 31, 2008                           106,602,989    $ 106,603   $6,219,824
Sale of common stock                                 36,486,083       36,486      295,877
Common stock issued for services                      2,655,000        2,655       82,035
Common stock issued for settlement of
  related party loans                                 4,900,000        4,900      240,100
Common stock issued in connection with a
  license agreement                                   2,000,000        2,000       42,000
Net loss for the period                                       -            -            -
                                                    -----------    ---------   ----------
Balance, December 31, 2009                          152,644,072    $ 152,644   $6,879,836
                                                    ===========    =========   ==========
</TABLE>
            See notes to audited consolidated financial statements.





<PAGE>36

                 GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
CONTINUED   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
             FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
<TABLE>
<CAPTION>
                                                                    Total
                                       Accumulated   Deferred    Stockholders'
                                         Deficit   Compensation    Deficit
                                       ----------   ----------   ----------

                                         <c>         <c>          <c>
Balance, December 31, 2007             $(4,437,200)  $        -   $ (120,873)
Sale of common stock                             -      (25,150)     340,812
Common stock issued for services                 -            -      333,550
Cancellation of common stock issued
  previously for services                        -            -      (10,230)
Common stock issued as a replacement
  for issuance of stock options in
  connection with a consulting agreement        -            -       (54,902)
Common stock issued for prepaid services        -            -       101,367
Common stock issued for settlement of
  related party loans                           -            -        31,800
Common stock issued for convertible debt        -            -       117,798
Common stock issued in connection with the
  merger agreement                              -            -        57,144
Beneficial conversion on convertible debt       -            -     1,049,717
Stock warrants issued for services              -            -        17,894
Net loss for the period                (3,076,697)           -    (3,076,697)
                                      -----------   ----------   -----------
Balance December 31, 2008              (7,513,897)    (25,150)    (1,212,620)
Sale of common stock                            -     (48,567)       283,796
Common stock issued for services                -           -         84,690
Common stock issued for settlement of
  related party loans                           -           -        245,000
Common stock issued in connection with a
  license agreement                             -           -         44,000
Net loss for the period                  (577,026)          -       (577,026)
                                      -----------   ---------    -----------
Balance, December 31, 2009            $ 8,090,923   $ (73,717)   $(1,132,160)
                                      ===========   ==========   ===========
</TABLE>


                 See notes to audited consolidated financial statements.






<PAGE>37

             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               For the Years Ended
                                                   December 31,
                                               ------------------
                                              2009            2008
                                              ----            ----
Cash flows from operating activities:
  Net loss                                  $  (577,026)  $(3,076,697)
                                            -----------    -----------
  Adjustments to reconcile net loss to
   net cash used in operations:
    Depreciation                                    676          2,524
    Common stock issued for services             84,690        323,320
    Common stock issued in connection with
      a license agreement                        44,000              -
    Stock warrants issued for services                -         17,894
    Amortization of prepaid expense in
     connection with deferred compensation            -        187,585
    Gain on settlement of debt                        -       (469,284)
    Interest expense for the settlement of a
      Related party loan                        196,000              -
    Interest expense in connection with the
     settlement agreement                             -      1,049,717
    Impairment of goodwill                            -      1,717,602
  Changes in assets and liabilities:
    Prepaid expenses and other                  (11,000)             -
    Accounts payable and accrued expenses        32,020         (6,394)
    Deferred revenues                              (506)        (1,010)
                                             ----------     ----------
      Total adjustments                         345,880      2,821,954
Net cash used in operating activities          (231,146)      (254,743)
                                             ----------     ----------
Cash flows from financial activities:
  Proceeds from sale of common stock            283,796        340,812
  Proceeds from related parties                  18,000          8,000
  Payments on related party advances             (6,900)       (92,600)
                                             ----------     ----------
Net cash provided by financing activities       294,896        256,212
                                             ----------     ----------
Net increase in cash                             63,750          1,469
Cash - beginning of the year                      2,319            850
                                             ----------     ----------
Cash - end of the year                       $   66,069     $    2,319
                                             ==========     ==========





<PAGE>38

             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
CONTINUED          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               For the Years Ended
                                                   December 31,
                                               ------------------
                                              2009            2008
                                              ----            ----
Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                 $        -     $        -
                                             ==========     ==========
    Income taxes                             $        -     $        -
                                             ==========     ==========
NON-CASH INVESTING AND FINANCING ACTIVITEIS:
  Common stock issued for future services    $        -     $  101,367
                                             ==========     ==========
  Common stock issued for settlement
   of loans                                  $   49,000     $  149,598
                                             ==========     ==========


       See notes to audited consolidated financial statements





<PAGE>39

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of presentation

The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America
("US GAAP").  The consolidated statements include the accounts of
Genesis Electronics Group, Inc. formerly Pricester.com, Inc. and its
wholly-owned subsidiary.  All significant inter-company balances and
transactions have been eliminated.

ASB Accounting Standards Codification

The issuance by the FASB of the Accounting Standards CodificationTM (the
"Codification") on July 1, 2009 (effective for interim or annual
reporting periods ending after September 15, 2009), changes the way that
GAAP is referenced. Beginning on that date, the Codification officially
became the single source of authoritative nongovernmental GAAP; however,
SEC registrants must also consider rules, regulations, and interpretive
guidance issued by the SEC or its staff. The change affects the way the
Company refers to GAAP in financial statements and in its accounting
policies. All existing standards that were used to create the
Codification became superseded. Instead, references to standards consist
solely of the number used in the Codification's structural organization.

Organization

Genesis Electronics Group, Inc. formerly Pricester.com, Inc. was
incorporated under the name Pricester, Inc. on April 19, 2001 in the
State of Florida. Pursuant to Articles of Amendment filed on February
24, 2009, the name of the registrant was changed to Genesis Electronics
Group, Inc.

On February 11, 2005, Pricester.Com (the "Company") merged into
Pricester.com, Inc, ("BA22") a public non-reporting company (that was
initially incorporated in Nevada in March 1998 as Business Advantage
#22, Inc). BA22 acquired 100% of the Company's outstanding common stock
by issuing one share of its common stock for each share of the Company's
then outstanding common stock of 21,262,250 shares.  The acquisition was
treated as a recapitalization for accounting purposes.

Through December 31, 2005, the Company was a developmental stage e-
commerce company. The Company currently operates an e-commerce website
that enables any business to establish a fully functional online retail
presence. Pricester.com is an Internet marketplace which allows vendors
to host their website with product and service listings and allows
consumers to search for listed products and services.



<PAGE>40

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

In May 2008, the Company obtained through a vote of majority of its
shareholders the approval to increase the authorized common shares from
50,000,000 to 300,000,000 shares of common stock at $0.001 par value.

On May 22, 2008, the Company completed a share exchange with Genesis
Electronics, Inc., a Delaware corporation ("Genesis") which is described
below.

The share exchange is being accounted for as a purchase method
acquisition pursuant to FASB ASC 805 "Business Combinations".
Accordingly, the purchase price was allocated to the fair value of the
assets acquired and the liabilities assumed.  The Company is the
acquirer for accounting purposes and Genesis is the acquired company.

Genesis was originally formed in Delaware on October 22, 2001 and is
engaged on the development of solar and alternative energy applications
for consumer devices such as mobile phones.

In November 2008, the Company obtained through a vote of majority of its
shareholders the approval to change the Company's name to Genesis
Electronics Group, Inc. In February 2009, the Company filed an amendment
to its Articles of Incorporation with the Secretary of State of Nevada.
The Company changed its name to Genesis Electronics Group, Inc.

Acquisition of Genesis

On May 22, 2008, the Company entered into an Agreement and Plan of Share
Exchange (the "Acquisition Agreement") by and among the Company, Genesis
Electronics, Inc. ("Genesis") and the Genesis Stockholders.  Upon
closing of the merger transaction contemplated under the Acquisition
Agreement (the "Acquisition"), on May 22, 2008 the Company acquired all
of the outstanding common shares of Genesis and Genesis became a wholly-
owned subsidiary of the Company.

The share exchange consideration included the issuance of 1,907,370
shares of the Company's stock valued at $0.03 per share.  The total
purchase price was common stock valued at $57,144.

The Company accounted for the acquisition utilizing the purchase method
of accounting in accordance with FASB ASC 805, "Business Combinations".
The Company is the acquirer for accounting purposes and Genesis is the
acquired company.  Accordingly, the Company applied push-down accounting
and adjusted to fair value all of the assets and liabilities directly on
the financial





<PAGE>41

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

statements of the Subsidiary, Genesis Electronics, Inc. The net purchase
price, including acquisition costs paid by the Company, was allocated to
the liabilities assumed on the records of the Company as follows:

Goodwill                $ 1,717,602
Liabilities assumed      (1,660,458)
                        -----------
Net purchase price      $    57,144
                        ===========

Since the Company has minimal revenues, has incurred losses and cash
used in operations, the Company deemed the acquired goodwill to be
impaired and wrote-off the goodwill on the acquisition date.
Accordingly, during fiscal year 2008, the Company recorded an impairment
of goodwill of $1,717,602 on the accompanying statement of operations.

Unaudited pro forma results of operations data as if the Company and
Genesis had occurred are as follows:

                                    The Company and   The Company and
                                        Genesis            Genesis
                                     For the Year       For the Year
                                         Ended             ended
                                   December 31, 2009  December 31, 2008
                                   -----------------  -----------------
Pro forma revenues                  $   78,797             $   111,518
Pro forma loss from operations      $ (376,574)            $  (917,827)
Pro forma net loss                  $ (577,026)            $(3,245,084)
Pro forma loss per share            $    (0.00)            $     (0.06)
Pro forma diluted loss per share    $    (0.00)            $     (0.06)

Pro forma data does not purport to be indicative of the results that would have
been obtained had these events actually occurred and is not intended to be a
projection of future results.

Reclassification

Certain amounts in the 2008 consolidated financial statements have been
reclassified to conform to the 2009 presentation. Such reclassifications had no
effect on the reported net loss.





<PAGE>42

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles 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. Significant estimates in 2009 and 2008 include the valuation
of stock-based compensation, and the useful life of property, equipment,
website development and valuation of beneficial conversion feature in
connection with convertible debt.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid instruments purchased with a maturity of
three months or less and money market accounts to be cash equivalents.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted FASB ASC 820, "Fair Value
Measurements and Disclosures" ("ASC 820"), for assets and liabilities
measured at fair value on a recurring basis. ASC 820 establishes a
common definition for fair value to be applied to existing generally
accepted accounting principles that require the use of fair value
measurements, establishes a framework for measuring fair value and
expands disclosure about such fair value measurements. The adoption of
ASC 820 did not have an impact on the Company's financial position or
operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Additionally, ASC
820 requires the use of valuation techniques that maximize the use of
observable inputs and minimize the use of unobservable inputs. These
inputs are prioritized below:

   Level 1: Observable inputs such as quoted market prices in active
markets for identical assets or liabilities
   Level 2: Observable market-based inputs or unobservable inputs that
are corroborated by market data
   Level 3: Unobservable inputs for which there is little or no market
data, which require the use of the reporting entity's own assumptions.





<PAGE>43

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Cash and cash equivalents include money market securities that are
considered to be highly liquid and easily tradable as of December 31,
2009 and 2008, respectively. These securities are valued using inputs
observable in active markets for identical securities and are therefore
classified as Level 1 within our fair value hierarchy.

In addition, FASB ASC 825-10-25 Fair Value Option was effective for
January 1, 2008. ASC 825-10-25 expands opportunities to use fair value
measurements in financial reporting and permits entities to choose to
measure many financial instruments and certain other items at fair
value. The Company did not elect the fair value options for any of its
qualifying financial instruments.

The carrying amounts reported in the consolidated balance sheet for
cash, accounts payable, accrued expenses, loans payable, notes payable,
due to related parties and deferred revenue approximate their fair
market value based on the short-term maturity of these instruments.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization
are provided using the straight-line method over the estimated economic
lives of the assets, which are from five to seven years. Expenditures
for major renewals and betterments that extend the useful lives of
property and equipment are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred.

Website Development

Costs that the Company has incurred in connection with developing the
Company's websites are capitalized and amortized using the straight-line
method over expected useful lives of three years.

Impairment of Long-lived Assets

Long-Lived Assets of the Company are reviewed for impairment whenever
events or circumstances indicate that the carrying amount of assets may
not be recoverable, pursuant to guidance established in ASC 360-10-35-
15, "Impairment or Disposal of Long-Lived Assets". The Company
recognizes an impairment loss when the sum of expected undiscounted
future cash flows is less than the carrying amount of the asset. The
amount of impairment is measured as the difference between the asset's
estimated fair value and its book value. The Company did not consider it
necessary to record any impairment charges during the year ended
December 31, 2009. For the year ended December 31, 2008, the Company
recorded an impairment of goodwill of $1,717,602 on the accompanying
statement of operations.

<PAGE>44

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board, or FASB,
issued FASB ASC Topic 718: Compensation - Stock Compensation ("ASC
718"). Under ASC 718, companies are required to measure the compensation
costs of share-based compensation arrangements based on the grant-date
fair value and recognize the costs in the financial statements over the
period during which employees are required to provide services. Share-
based compensation arrangements include stock options, restricted share
plans, performance-based awards, share appreciation rights and employee
share purchase plans. Companies may elect to apply this statement either
prospectively, or on a modified version of retrospective application
under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those
periods under ASC 718. Upon adoption of ASC 718, the Company elected to
value employee stock options using the Black-Scholes option valuation
method that uses assumptions that relate to the expected volatility of
the Company's common stock, the expected dividend yield of our stock,
the expected life of the options and the risk free interest rate. Such
compensation amounts, if any, are amortized over the respective vesting
periods or period of service of the option grant. For the year ended
December 31, 2009, the Company did not grant any stock options to
employees.

Net Loss per Common Share

Net loss per common share are calculated in accordance with ASC Topic
260: Earnings Per Share. Basic loss per share is computed by dividing
net loss by the weighted average number of shares of common stock
outstanding during the period. The computation of diluted net earnings
per share does not include dilutive common stock equivalents in the
weighted average shares outstanding as they would be anti-dilutive. As
of December 31, 2009 and 2008, there were options and warrants to
purchase 2,025,000 shares of common stock which could potentially dilute
future earnings per share.

Income Taxes

Income taxes are accounted for under the asset and liability method as
prescribed by ASC Topic 740: Income Taxes. Deferred income tax assets
and liabilities are computed for differences between the carrying
amounts of assets and liabilities for financial statement and tax
purposes. Deferred income tax assets are required to be reduced by a
valuation allowance when it is determined that it is more likely than
not that all or a portion of a deferred tax asset will not be realized.
In determining the necessity and amount of a valuation allowance,



<PAGE>45

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

management considers current and past performance, the operating market
environment, tax planning strategies and the length of tax benefit
carryforward periods.

Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for
uncertainty in income taxes, the evaluation of a tax position is a two-
step process. The first step is to determine whether it is more likely
than not that a tax position will be sustained upon examination,
including the resolution of any related appeals or litigation based on
the technical merits of that position. The second step is to measure a
tax position that meets the more-likely-than-not threshold to determine
the amount of benefit to be recognized in the financial statements. A
tax position is measured at the largest amount of benefit that is
greater than 50% likelihood of being realized upon ultimate settlement.
Tax positions that previously failed to meet the more-likely-than-not
recognition threshold should be recognized in the first subsequent
period in which the threshold is met. Previously recognized tax
positions that no longer meet the more-likely-than-not criteria should
be de-recognized in the first subsequent financial reporting period in
which the threshold is no longer met. The accounting standard also
provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosures, and transition.
The adoption had no effect on the Company's consolidated financial
statements.

Research and Development

Research and development costs, if any, are expensed as incurred.

Related Parties

Parties are considered to be related to the Company if the parties that,
directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with the Company. Related
parties also include principal owners of the Company, its management,
members of the immediate families of principal owners of the Company and
its management and other parties with which the Company may deal if one
party controls or can significantly influence the management or
operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate
interests. The Company discloses all related party transactions. All
transactions shall be recorded at fair value of the goods or services
exchanged. Property purchased from a related party is recorded at the
cost to the related party and any payment to or on behalf of the related
party in excess of the cost is reflected as a distribution to related
party.

<PAGE>46

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Subsequent Events

For purposes of determining whether a post-balance sheet event should be
evaluated to determine whether it has an effect on the financial
statements for the period ending December 31, 2009, subsequent events
were evaluated by the Company as of March 30, 2010, the date on which
the audited consolidated financial statements at and for the period
ended December 31, 2009, were available to be issued.

Revenue Recognition

The Company follows the guidance of the FASB ASC 605-10-S99 "Revenue
Recognition Overall - SEC Materials. The Company records revenue when
persuasive evidence of an arrangement exists, services have been
rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collectibility is reasonably
assured. The following policies reflect specific criteria for the
various revenues streams of the Company:

The Company has three primary revenue sources: website design,
transaction fees, and hosting fees.

   -  Website design revenue is recognized as earned when the website is
complete, control is transferred and the customer has accepted its
website, usually within seven days of the order.
   -  Transaction fee income comprises fees charged for use of credit
cards or other forms of payment in the purchase of items sold on the
customers' websites. The transaction fee income is recognized as earned
when funds transfers (via credit card or other forms of payments)
between the buyer and seller has been authorized.
   -  Revenues from website hosting fees are recognized when earned.
Web hosting fees received in advance are reflected as deferred revenue
on the accompanying balance sheet.

Recent accounting pronouncements

In June 2009, the FASB issued Accounting Standards Update No. 2009-01,
"Generally Accepted Accounting Principles" (ASC Topic 105) which
establishes the FASB Accounting Standards Codification ("the
Codification" or "ASC") as the official single source of authoritative
U.S. generally accepted accounting principles ("GAAP"). All existing
accounting standards are superseded. All other accounting guidance not
included in the Codification will be considered non-authoritative. The
Codification also includes all relevant Securities and Exchange
Commission ("SEC") guidance organized using the same topical structure
in separate sections within the Codification.



<PAGE>47

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Following the Codification, the Board will not issue new standards in
the form of Statements, FASB Staff Positions or Emerging Issues Task
Force Abstracts. Instead, it will issue Accounting Standards Updates
("ASU") which will serve to update the Codification, provide background
information about the guidance and provide the basis for conclusions on
the changes to the Codification.

The Codification is not intended to change GAAP, but it will change the
way GAAP is organized and presented. The Codification is effective for
our third-quarter 2009 financial statements and the principal impact on
our financial statements is limited to disclosures as all future
references to authoritative accounting literature will be referenced in
accordance with the Codification.

In April 2009, the FASB issued ASC Topic 320-10-65, "Recognition and
Presentation of Other-Than-Temporary Impairments". This update provides
guidance for allocation of charges for other-than-temporary impairments
between earnings and other comprehensive income. It also revises
subsequent accounting for other-than-temporary impairments and expands
required disclosure. The update was effective for interim and annual
periods ending after June 15, 2009. The adoption of ASC Topic 320-10-65
did not have a material impact on the results of operations and
financial condition.

In April 2009, the FASB issued ASC Topic 320-10-65, "Interim Disclosures
About Fair Value of Financial Instruments". This update requires fair
value disclosures for financial instruments that are not currently
reflected on the balance sheet at fair value on a quarterly basis and is
effective for interim periods ending after June 15, 2009.  The Company's
financial instruments include cash and cash equivalents, accounts
receivable, accounts payable, accrued expenses and notes payable.  At
December 31, 2009 and 2008 the carrying value of the Companies financial
instruments approximated fair value, due to their short term nature.

In May 2009, the FASB issued (ASC Topic 855), "Subsequent Events" (ASC
Topic 855). This guidance is intended to establish general standards of
accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued or available to be
issued. It is effective for interim and annual reporting periods ending
after June 15, 2009.  The adoption of this guidance did not have a
material impact on our consolidated financial statements.





<PAGE>48

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

In June 2009, the FASB issued ASC Topic 810-10, "Amendments to FASB
Interpretation No. 46(R)". This updated guidance requires a qualitative
approach to identifying a controlling financial interest in a variable
interest entity (VIE), and requires ongoing assessment of whether an
entity is a VIE and whether an interest in a VIE makes the holder the
primary beneficiary of the VIE. It is effective for annual reporting
periods beginning after November 15, 2009. The adoption of ASC Topic
810-10 did not have a material impact on the results of operations and
financial condition.

In October 2009, the FASB issued ASU No. 2009-13, "Multiple-Deliverable
Revenue Arrangements." This ASU establishes the accounting and reporting
guidance for arrangements including multiple revenue-generating
activities. This ASU provides amendments to the criteria for separating
deliverables, measuring and allocating arrangement consideration to one
or more units of accounting. The amendments in this ASU also establish a
selling price hierarchy for determining the selling price of a
deliverable. Significantly enhanced disclosures are also required to
provide information about a vendor's multiple-deliverable revenue
arrangements, including information about the nature and terms,
significant deliverables, and its performance within arrangements. The
amendments also require providing information about the significant
judgments made and changes to those judgments and about how the
application of the relative selling-price method affects the timing or
amount of revenue recognition. The amendments in this ASU are effective
prospectively for revenue arrangements entered into or materially
modified in the fiscal years beginning on or after June 15, 2010. Early
application is permitted. The Company is currently evaluating this new
ASU.

In October 2009, the FASB issued ASU No. 2009-14, "Certain Revenue
Arrangements That Include Software Elements." This ASU changes the
accounting model for revenue arrangements that include both tangible
products and software elements that are "essential to the
functionality," and scopes these products out of current software
revenue guidance. The new guidance will include factors to help
companies determine what software elements are considered "essential to
the functionality." The amendments will now subject software-enabled
products to other revenue guidance and disclosure requirements, such as
guidance surrounding revenue arrangements with multiple-deliverables.
The amendments in this ASU are effective prospectively for revenue
arrangements entered into or materially modified in the fiscal years
beginning on or after June 15, 2010. Early application is permitted. The
Company is currently evaluating this new ASU.





<PAGE>49

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Other accounting standards that have been issued or proposed by FASB
that do not require adoption until a future date are not expected to
have a material impact on the consolidated financial statements upon
adoption.

NOTE 2 - PROPERTY AND EQUIPMENT

At December 31, 2009, property and equipment consist of the following:

                                             Useful Life
                                               (Years)
                                             -----------
  Computer equipment and software                  5       $  12,542
  Office furniture and fixtures and
    equipment                                      7           4,328
                                                           ---------
                                                              16,870
  Less accumulated depreciation                              (16,175)
                                                            --------
                                                            $    695
                                                            ========

At December 31, 2008, property and equipment consist of the following:

                                             Useful Life
                                               (Years)
                                             -----------
  Computer equipment and software                  5       $  12,542
  Office furniture and fixtures and
    equipment                                      7           4,328
                                                           ---------
                                                              16,870
  Less accumulated depreciation                              (15,499)
                                                            --------
                                                            $  1,371

For the years ended December 31, 2009 and 2008, depreciation expense
amounted to $676 and $1,893, respectively.

NOTE 3 - LOANS PAYABLE

On May 22, 2008, in connection with the acquisition, the Company assumed
loans payable from certain third parties. These loans bear 8% interest
per annum and are payable on demand. As of December 31, 2009, loans
payable and related accrued interest amounted to $40,000 and $11,571,
respectively. As of December 31, 2008, loans payable and related accrued
interest amounted to $40,000 and $8,371, respectively.


<PAGE>50
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 4 - RELATED PARTY TRANSACTIONS

During fiscal 2009 and 2008, certain officers of the Company advanced
funds to the Company for working capital purposes.  The advances are
non-interest bearing and are payable on demand.  At December 31, 2009
and December 31, 2008, the Company owed these related parties $40,485
and $78,385, respectively.

In May 2009, the Company issued 4,900,000 shares of common stock to an
officer of the Company in connection with a settlement of related party
loans of $49,000. The Company valued these common shares at the fair
market value on the date of grant at $0.05 per share or $245,000. The
Company has recognized interest expense of $196,000 in connection with
this settlement.

NOTE 5 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" "SFAS 109".
SFAS 109 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial
statements and the tax basis of assets and liabilities, and for the
expected future tax benefit to be derived from tax losses and tax credit
carryforwards. SFAS 109 additionally requires the establishment of a
valuation allowance to reflect the likelihood of realization of deferred
tax assets. The Company has a net operating loss carryforward for tax
purposes totaling approximately $4.4 million at December 31, 2009
expiring through the year 2029. Internal Revenue Code Section 382 places
a limitation on the amount of taxable income that can be offset by
carryforwards after a change in control (generally greater than a 50
percent change in ownership).

Temporary differences, which give rise to a net deferred tax asset, are
as follows:

                                          2009               2008
                                       -------------------------------
Computed "expected" benefit            $(196,189)          $(1,046,077
State tax benefit, net of federal
  effect                                 (23,081)             (123,068)
Other permanent differences               74,480             1,058,381
Increase in valuation allowance          144,790               110,764
                                       -------------------------------
                                       $       -           $         -
                                       ===============================

Deferred tax assets and liabilities are provided for significant income
and expense items recognized in different years for tax and financial
reporting purposes. Temporary differences, which give rise to a net
deferred tax asset is as follows:

<PAGE>51

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 5 - INCOME TAXES

                                                               2009
                                                            ----------
Deferred tax assets:
               Net operating loss carryforward             $ 1,806,991

Less:  Valuation allowance                                  (1,806,991)
                                                            ----------
                                                                     -
                                                            ==========

The valuation allowance at December 31, 2009 was $1,806,991.  The
increase during fiscal 2009 was $144,790.

NOTE 6 - NOTE PAYABLE

On May 22, 2008, in connection with the acquisition, the Company assumed
a note payable from a third party. These loans bear 8% interest per
annum and is payable on demand. As of December 31, 2009, note payable
and related accrued interest amounted to $15,647 and $7,480,
respectively. As of December 31, 2008, note payable and related accrued
interest amounted to $15,647 and $6,228, respectively.

NOTE 7 - CONVERTIBLE DEBT

On May 22, 2008, in connection with the acquisition, the Company assumed
certain debts from a third party, Corporate Debt Solutions ("Corporate
Debt") amounting to $1,049,717. Corporate Debt assumed a total of
$1,049,717 of promissory notes issued by two former officers of Genesis
and a certain third party. These promissory notes were issued to the
Company's subsidiary, Genesis. Immediately following the closing of the
acquisition agreement, on May 23, 2008, the Company entered into a
settlement agreement with Corporate Debt Solutions ("Corporate Debt").
Pursuant to the settlement agreement, the Company shall issue shares of
common stock and deliver to Corporate Debt, to satisfy the principal and
interest due and owing through the issuance of freely trading securities
of up to 100,000,000 shares. The parties have agreed that Corporate Debt
shall have no ownership rights to the Settlement Shares not yet issued
until it has affirmed to the Company that it releases the Company for
the proportionate amount of claims represented by each issuance.  The
said requested number of shares of common stock is not to exceed 4.99%
of the outstanding stock of the Company at any one time. In connection
with this settlement agreement, the Company recorded and deemed such
debt as a convertible liability with a fixed conversion price of $0.01.
Accordingly, the Company recognized a total debt discount of $1,049,717
due to a beneficial conversion feature and such debt discount was
immediately amortized to interest expense during fiscal year 2008.



<PAGE>52

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 7 - CONVERTIBLE DEBT (continued)

In June 2008, the Company issued 2,223,456 shares in connection with the
conversion of this convertible debt. The fair value of such shares
issued amounted to approximately $23,346.

Between July 2008 and August 2008, the Company issued 8,995,374 shares
in connection with the conversion of this convertible debt. The fair
value of such shares issued amounted to approximately $94,452.

At December 31, 2009 and December 31, 2008, convertible debt amounted to
$931,919.

NOTE 8 - GOING CONCERN

The accompanying audited consolidated financial statements are prepared
assuming the Company will continue as a going concern.  Going concern
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of
time.  The Company was in the development stage through December 31,
2005 and has an accumulated deficit of $8,090,923, had net losses,
negative working capital and negative cash flows from operations for the
year ended December 31, 2009 of $577,026, $1,132,855 and $231,146
respectively.  While the Company is attempting to increase revenues, the
growth has not been significant enough to support the Company's daily
operations.  These factors raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the
outcome of this uncertainty. For the year ended December 31, 2009, the
Company sold 36,486,083 common shares for net proceeds of $283,796 and
subscription receivable of $108,984. For the year ended December 31,
2009 the Company collected subscription receivable of $60,417.

Management is attempting to raise additional funds by way of a public or
private offering.  While the Company believes in the viability of its
strategy to increase sales volume and in its ability to raise additional
funds, there can be no assurances to that effect. The Company
shareholders have continued to advance funds to the Company but there
can be no assurance that future advances will be made available.

The Company's limited financial resources have prevented the Company
from aggressively advertising its products and services to achieve
consumer recognition.  These financial statements do not include any
adjustments relating to the recoverability and classifications of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.





<PAGE>53

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 9 - STOCKHOLDERS' DEFICIT

Common Stock

During the year ended December 31, 2008, the Company received net
proceeds of $340,812 and subscription receivable of $25,150 from the
sale of 25,361,916 shares of the Company's common stock.

In January 2008, the Company issued 66,000 shares of common stock to
officers of the Company in connection with a settlement of related party
loans of $31,800.

In January 2008, in connection with a three month consulting agreement,
the Company issued 800,000 shares of common stock for investor relations
services.  The Company valued these common shares at the fair market
value on the date of grant at $.07 per share or $56,000. In connection
with issuance of these shares, the Company recorded stock-based
consulting expense of $56,000 during the year ended December 31, 2008.

In January 2008, the Company issued in aggregate 3,000,000 shares of
common stock to the Company's CEO and an officer of the Company in
connection with employment agreements dated January 14, 2008. The
Company valued these common shares at the fair market value on the date
of grant at $.07 per share or $210,000 and has been recorded as stock-
based compensation.

In February 2008, in connection with a twelve month consulting
agreement, the Company issued 500,000 shares of common stock for
corporate advisory services.  The Company valued these common shares at
the fair market value on the date of grant at $.18 per share or $90,000.
In connection with issuance of these shares, during the year ended
December 31, 2008, the Company recorded stock-based consulting expense
of $90,000.

In February 2008, the Company amended a consulting agreement entered
into on June 28, 2007, whereby the consultant will no longer receive the
1,000,000 options to purchase the Company's common stock but instead
shall receive 1,000,000 shares of the Company's common stock. The
Company valued these common shares at the fair market value on the date
of grant at $.10 per share or $100,000. The Company has recognized
stock-based consulting expense of $80,668 during fiscal 2007, in
connection with this agreement. Accordingly, as a result of this amended
agreement, the Company has recognized stock-based consulting expense of
$19,332 and has reversed the unamortized portion of $54,902 in prepaid
expense related to the valuation of the stock options during the year
ended December 31, 2008.

In June 2008, in connection with a consulting agreement, the Company
issued 3,100,000 shares of common stock for investor relations services.
The Company valued these common shares at the fair market value on the

<PAGE>54

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 9 - STOCKHOLDERS' DEFICIT (continued)

date of grant at $.04 per share or $136,400. In connection with issuance
of these shares, the Company recorded stock-based consulting expense of
$11,367 and prepaid expense of $125,033 to be amortized over the balance
of the service period. In September 2008, the Company terminated this
agreement and accordingly cancelled the 3,100,000 shares of common
stock. In connection with the return of the 3,100,000 shares of common
stock, the Company reduced stock-based compensation expense by
approximately $10,230 based on the fair market value of the common stock
on the date of cancellation of $0.003 per share and has reversed the
unamortized portion of $125,033 in prepaid expense related to the
valuation of the stock options during the year ended December 31, 2008.

In June 2008, the Company issued 2,223,456 shares in connection with the
conversion of this convertible debt. The fair value of such shares
issued amounted to approximately $23,346.

Between July 2008 and August 2008, the Company issued 8,995,374 shares
in connection with the conversion of this convertible debt. The fair
value of such shares issued amounted to approximately $94,452.

In August 2008, the Company issued 250,000 shares of common stock for
corporate advisory services rendered. The Company valued these common
shares at the fair market value on the date of grant at $.0065 per share
or $1,625. In connection with issuance of these shares, the Company
recorded stock-based consulting expense of $1,625 during the year ended
December 31, 2008.

In August 2008, the Company issued 150,000 shares of common stock for
investor relation services rendered. The Company valued these common
shares at the fair market value on the date of grant at $.0035 per share
or $525. In connection with issuance of these shares, the Company
recorded stock-based consulting expense of $525 during the year ended
December 31, 2008.

In November 2008, the Company issued in aggregate 30,000,000 shares of
common stock to the Company's CEO and an officer of the Company for
services rendered. The Company valued these common shares at the fair
market value on the date of grant at $.002 per share or $60,000 and has
been recorded as stock-based compensation.

In November 2008, the Company issued in aggregate 400,000 shares of
common stock to certain employees of the Company for services rendered.
The Company valued these common shares at the fair market value on the
date of grant at $.002 per share or $800 and has been recorded as stock-
based compensation.





<PAGE>55

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 9 - STOCKHOLDERS' DEFICIT (continued)

Between October and November 2008, the Company issued in aggregate
3,000,000 shares of common stock to the Company's CEO and an officer of
the Company pursuant to amended employment agreements. The Company
valued these common shares at the fair market value on the date of grant
ranging from $0.001 to $.002 per share or $4,600 and has been recorded
as stock-based compensation.

During fiscal 2008, in connection with the Merger Agreement, the Company
issued 1,907,370, shares of common stock valued at $0.03 per share or
$57,144.  The Company valued these common shares at the fair market
value on the date of grant.

For the year ended December 31, 2009, the Company received net proceeds
of $283,796 and subscription receivable of $$108,984 from the sale of
36,486,083 shares of the Company's common stock.

For the year ended December 31, 2009, the Company collected subscription
receivable of $60,417.

In May 2009, the Company issued 4,900,000 shares of common stock to an
officer of the Company in connection with a settlement of related party
loans of $49,000. The Company valued these common shares at the fair
market value on the date of grant at $0.05 per share or $245,000. The
Company has recognized interest expense of $196,000 in connection with
this settlement.

Between August 2009 and September 2009, the Company issued an aggregate
of 200,000 shares of common stock for technical advisory services
rendered.  The Company valued these common shares at the fair value on
the date of grant ranging approximately from $.03 to $.05 per share or
$8,090.  In connection with issuance of these shares, the Company
recorded stock-based consulting expense of $8,090 during the year ended
December 31, 2009.

In October 2009, the Company issued in aggregate 2,000,000 shares of
common stock to the Company's CEO and an officer of the Company in
connection with their employment agreements.  The Company valued these
common shares at the fair market value on the date of grant at $.03 per
share or $62,000 and has been recorded as stock-based compensation.

In October 2009, the Company issued in aggregate 150,000 shares of
common stock to three officers of the Company for services rendered.
The Company valued these common shares at the fair market value on the
date of grant at $.03 per share or $4,650 and has been recorded as
stock-based compensation.





<PAGE>56

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

In November 2009, the Company issued 2,000,000 shares of common stock in
connection with a license agreement.  The Company valued these common
shares at the fair market value on the date of grant ranging at $.02 per
share or $44,000 and has been recorded as license fee.

Between November and December 2009, the Company issued in aggregate
305,000 shares of common stock to consultants for services rendered.
The Company valued these common shares at the fair market value on the
date of grant ranging from $.03 to $.04 per share or $9,950 and has been
recorded as stock-based consulting.

Stock Options

A summary of the stock options as of December 31, 2009 and changes
during the periods is presented below:

                                                          Weighted
                                                          Average
                                        Number of         Exercise
                                         Options           Price
                                        ---------         --------
Balance at beginning of year            2,025,000         $  0.40
Granted                                         -               -
Exercised                                       -               -
Cancelled                                       -               -
                                        ---------         -------
Balance at end of year                  2,025,000         $  0.40
                                        =========         =======
Options exercisable at end of year      2,025,000         $  0.40
                                        =========         =======


The following table summarizes the Company's stock option outstanding at
December 31, 2009:

                               Options Outstanding and Exercisable
                               -----------------------------------
                                           Weighted       Weighted
                                           Average        Average
  Range of                                Remaining       Exercise
 Exercise Price        Number               Life            Price
 --------------        ------             ---------       -------
  $0.40              2,025,000           1 year after      0.40
                                          effective
                                         registration





<PAGE>57

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2009 and 2008

NOTE 10 - COMMITMENTS

Operating Leases

In October 2009, the Company has signed a 6 months lease agreement which
will expire in March 2010. The office lease agreement has certain
escalation clauses and renewal options. If the Company exercises the
option to renew, the base rent shall increase by 3% per each lease year.
Future minimum rental payments required under the operating lease are as
follows:

          Period Ended December 31, 2010      $   3,350
                                              ---------
     Total                                    $   3,350
                                              =========
Rent expense, including common area charges and sales taxes, for the
years ended December 31, 2009 and 2008 was $12,891 and $19,373,
respectively.

Employment Contracts

The Company entered into an employment agreement on January 14, 2008
with its chief executive officer which expires in January 2013.  The
employment agreement calls for an issuance of 500,000 free trading
shares of the Company's common stock. Additionally, based on this
agreement, the Company shall issue 1,000,000 restricted shares of common
stock during each fiscal year of the term of this agreement.

The Company entered into an employment agreement on January 14, 2008
with an officer of the Company which expires in January 2013.  The
employment agreement calls for an issuance of 500,000 free trading
shares of the Company's common stock. Additionally, based on this
agreement, the Company shall issue 1,000,000 restricted shares of common
stock during each fiscal year of the term of this agreement.

License Agreement

In November 2009, the Company entered into a license agreement with
Johns Hopkins University Applied Physics Lab ("JHU/APL") whereby the
Company will have a limited exclusive license to JHU/APL's Integrated
Power Source patents. The patents are for the solar powered cell phone
and iPod chargers. The Company has paid $10,000 and issued 2 million
shares of the Company's common stock upon execution of this agreement.
Future license payments under the license agreement are as follows:

    Due March 1, 2010                                  $10,000
    Due June 1, 2010                                   $10,000
    Due September 1, 2010                              $10,000
    Due upon the one year anniversary of the license  $125,000


<PAGE>58

               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2009

NOTE 10 - COMMITMENTS (continued)

Should the Company elect not to execute the option to an exclusive
license for the patents in advance of the one year anniversary of
execution of license agreement, the $125,000 second year anniversary
execution fee payment will be reduced to $36,000.

The Company shall also pay minimum annual royalty payments as defined in
the license agreement. The royalty is 6% on net sales of the product
sold using the technology under these patents. In addition, the Company
shall pay sales milestone payments as set forth in this license
agreement. The Company may terminate this agreement and the license
granted herein, for any reason, upon giving JHU/APL sixty days written
notice.

NOTE 11 - SUBSEQUENT EVENTS

Between January 2010 and March 2010, the Company issued 597,384 shares
of the Company's common stock for net proceeds of approximately $18,005.

In February 2010, the Company issued 250,000 shares of common stock for
public and investor relations services rendered.  The Company valued
these common shares at the fair value on the date of grant at $0.04 per
share or $10,000.