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

                             Amendment 2 to
                               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, 2008
                                  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.
                      Formerly Pricester.com, 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
None 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 [ ]



<PAGE>2

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. $1,333,021 on June 30,
2008.

Indicated the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
122,192,739 shares of common stock are issued and outstanding as of
March 30, 2009.

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                                       20
Item 1B.   Unresolved Staff Comments                          21
Item 2.    Properties.                                        21
Item 3.    Legal Proceedings                                  21
Item 4.    Submission of Matters to a Vote of
             Security Holders                                 21

Part II
Item 5.    Market for Registrant's Common Equity,
             Related Stockholder Matters and Issuer
             Purchases of Equity Securities.                  22
Item 6.    Selected Financial Data                            22
Item 7.    Management's Discussion and Analysis of
             Financial Condition and Results of
             Operation                                        23
Item 7A.   Quantitative and Qualitative Disclosures About
             Market Risk                                      29
Item 8.    Financial Statements and Supplementary Data        29
Item 9.    Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure.             29
Item 9A    Controls and Procedures.                           30
Item 9B.   Other Information.                                 32

Part III
Item 10.   Directors, Executive Officers and Corporate
             Governance.                                      33
Item 11.   Executive Compensation.                            35
Item 12.   Security Ownership of Certain Beneficial Owners
             and Management and Related Stockholder Matters.  37
Item 13.   Certain Relationships and Related Transactions,
             and Director Independence.                       38
Item 14.   Principal Accountant Fees and Services.            38

Part IV
Item 15.   Exhibits, Financial Statement Schedules.           40




<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.

The registrant was in a development stage company through December 31,
2005 and has a lack of material revenues.  Our products and services
have been active since January 2004 and have only generated revenue of
$111,518 for the year ended December 31, 2008 and $179,176 for the year
ended December 31, 2007.  We have yet to generate substantial revenue
because our primary marketing objective has been to first build a large
gathering of web based vendors, traditional small businesses, and
established national retailers, to offer a diverse and extensive
variety of goods and services.

As we acquire new relationships with retailers and attract more small
businesses to the site, more and more products and services as well as
vendor websites will be listed on our site.   Once these product
offerings are in our system and additional vendors are in place ready
to open their doors to the public, we will follow up with the
implementation of marketing strategies that include national
television, radio and Internet marketing designed to bring the buyers
and the sellers together.


<PAGE>5

We operate www.Pricester.com, which is an e-commerce website that
enables any business of any size or individual to establish a fully
functional online retail presence with no upfront costs or investment
or in-house technical skill.  Our website, www.Pricester.com is an
Internet marketplace which allows vendors to host their website with
product and service listings and promote them to a global community 24
hours a day through our network.  Additionally, Pricester.com allows
consumers to search for products and services that are listed on our
network and locate vendors, purchase items, post bids or trade items.
We currently have over 27,442 members of which 10,810 have setup
websites.

We have developed a technological framework that would overcome
prohibitive cost factors and exponentially increase the ease with which
small business owners could effectively enter the e-commerce community
and credibly compete for customers online.

We created proprietary applications 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 applications are marketed to the small business
sector, where the cost of website design and development has been a
barrier to achieving an Internet presence.  To complement our low-cost
website design product, we also launched an Internet shopping portal,
www.pricester.com, a virtual shopping mall providing additional
exposure for its website clients.

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.

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.

Our Products & Services
-----------------------

The registrant provides services that allow any small business to have
an Internet presence with the website features that consumers want and
expect.

Virtually all major retailers and service providers have company
websites.  In contrast, the owner-operated businesses-collectively, the
largest component of the entire economy-still only have a minor
presence on the Internet.  There are 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 through which they can sell and
promote their products and services.  According to a research paper

<PAGE>6

prepared under contract for the Small Business Administration
(Strategies for Small Business Success, 2002), only 35% of small firms
had a website and "The smallest firms (with fewer than 10 employees)
benefit the most from being online..."

As the cost of computers has dropped significantly, the number of
consumers using computers and the Internet on a regular basis has
increased dramatically.  Today, according to a Nielson/NetRatings
report, over 75% of consumers have Internet access and increasingly
they are turning to this resource when searching for or evaluating
products and services. Concurrently, the demand and logical need for
small businesses to have a website is greater than ever.

The market for affordable business websites is large and still
expanding.  The registrant'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.

Our website design technology permits the custom creation of websites
by professional designers at extremely low cost.  The savings are
passed along to the business owner, resulting in perhaps the lowest net
cost custom website design package offering available on the market
today!

Competitors offering similar services are operating within a far more
labor intensive environment and cannot compete with the registrant'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.  The
registrant prominently displays a "Lowest Price Guarantee" seal on its
website; to date it has never been challenged.

Over and above the website design value that the registrant offers,
every client's website is also included in our online shopping portal-
added exposure that no other competitor offers.

The registrant provides website design services, primarily geared to
the needs and budgets of small businesses.  Closely related services
provided by the registrant 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
   -  integrated shopping cart and online catalog for e-commerce
websites

<PAGE>7

   -  advanced shopping cart and design options for highly customized
websites

In addition to these website design and intertwined services, the
registrant's online shopping portal provides each client with
additional exposure for their website and products, as well as other
online e-commerce opportunities.

Key features of the registrant's shopping portal include:  free
membership for consumers and vendors, no listing fees and direct
consumer access to vendor's websites.  The shopping portal already has
over 28,000 registered members and over 11,000 websites.  The website
receives ~100,000 visits and over 1,200,000 hits each month from
individuals worldwide.

Specialized Products & Programs

   -  Themed, Corporate Sponsored Websites:  A series of lifestyle
websites, centered on popular themes such as family, relationships,
sports and more.  These websites include content provided by
personalities with existing high-visibility media exposure, as well as
feature editorial supplied by corporate participants on a fee-paid
basis.

  -  Industry Specific Distribution Programs:  Customized small-
business website distribution programs, prepared in conjunction with
and to enhance the marketing efforts of synergistic business groups,
such as:  banks, merchant service suppliers, chambers of commerce and
NFP organizations.

   -  International Shopping Portal:  The registrant has launched a
shopping portal that is international in scope, currently covering 24
countries on six continents.  The website, www.copiaworld.com, features
offerings from thousands of retail stores, financial institutions and
more, in a convenient to use, categorized format.

At this time, the registrant creates the majority of its sales by
generating small business leads using outbound automated telemarketing,
and then following up by telephone.  Almost all sales are completely
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.  Such partners are,
in effect, volume distribution "outlets" for our website services,
complementing the direct marketing efforts to upstream the growth
process.  The registrant delivers a product that is appealing and
important to small business owners.  Therefore, logical targets for
strategic partnerships are large corporations that actively and
competitively seek to acquire, service and retain small businesses as
their customers; this is the necessary synergy in the relationship.
The registrant's website service is positioned as a valuable and timely
addition to the partner's existing product or service, providing more
market differentiation and a competitive edge.

<PAGE>8

Key target groups for strategic partners include:  mid to large banks,
merchant service providers, communications companies, computer
manufacturers, appropriately focused retail chains, certain business
organizations as well as the educational sector.  Our website packages
can be offered in tandem with and by the strategic partner to augment
and facilitate their existing sales/enrollment process.

Our revenue model is based upon selling our Custom Designed Websites
and collecting transaction and hosting fees.  We have yet to generate
substantial revenues in transaction fees because our primary marketing
objective has been to first build a large gathering of web-based
vendors in order to attract the consumer.

Although we average over 90,000-100,000 visitors a month and over
3,000,000 page hits per month primarily from the United States, this is
an extremely small amount compared to our competitors.   According to
www.statbrain.com, Yahoo receives an average of 2,852,912,100 visitors
per month and Ebay receives an average of 2,009,982,330 visitors per
month.   A visitor coming to a web site may access one or many web
pages on a site, creating multiple page views.  A hit means a single
request from a visitor for a single item from a web server.  As a
result, in order for a visitor to display a page that contains 3
graphics, 4 hits would occur at the server, 1 for the HTML page and one
for each of the 3 graphics.  One visitor to our site can create many
hits per visit to the site.  Additionally, a majority of our traffic is
untargeted due to the use of general search words with only
approximately 200 visitors per day targeted to our marketing materials.
Further, up to 40% of our targeted traffic is foreign visitors unable
to use our system as the current system only supports United States
currency.

Members must comply with our site's terms and conditions or their
listings can be revoked and repeated offenders could be banned from the
site indefinitely.

For the retailers, service businesses and individual collectors and
hobbyists in the United States without a web presence through which
they can sell their products or services online, we offer an
affordable, easily implemented solution.

Setting up a retail website involves many complex tasks that have to be
bought from outside vendors unless the retailer possessed the required
array of diverse technical skills or software.  For most small
businesses and individuals, as well as many medium sized companies,
programming tasks and the costs associated with creating a retail
website have been overwhelming and easily outweighed any potential
additional business that could be realized online or they had to sell
their merchandise through fee-based sites like Ebay and Yahoo.

The following is a summary of the products and services currently
offered or in development.  A further discussion of each product and
service follows.




<PAGE>9
<TABLE>
<CAPTION>
Products and Services     Status              Fees                           Launched
---------------------     ------              ----                            --------

                        <c>                 <c>                            <c>
Pricester (do it
  yourself) Website        On Hold             $0                            Jan 2004
Store                      Active              $0
                                           listing fee
                                       - 1-4% transaction fee*               Jan 2004
Barter                     Active              $0
                                           listing fee
                                       - 1-4% transaction fee*        Jan 2004
Auction                    Active               $0
                                           listing fee
                                       - 1-4% transaction fee*               Jan 2004
Wanted                     Active                $0                          Jan 2004
Request for Quote          On Hold               $0
                                            listing fee
                                       - 1-4% transaction fee*               Jan 2004
Zip code search            On Hold               $0                          Jan 2004
Pricester Custom
  Designed Websites        Active         $29.95 setup - $2,500.00           Feb 2006
Pricester Hosting          Active           $8.95-$49.95                     Feb 2006
Pricester Travel           On Hold        Fees charged by
                                          World Choice Travel                       -
Affiliates Program         Active                $0                          Jan 2004
Pricester Tools Payment
   System                  Active                $0                          Jan 2004
Pricester Search Engine
   Wizard                  Active                $0                          Jan 2004
Pricester Community        On Hold               $0                          Jan 2004
Lead Generation Program    In development        Not yet determined           Unknown
Bold Listings              Active                $.50 per item               Jan 2004
Highlight Option           Active                $1.00 per item              Jan 2004
Special Icon               Active                $.50 per item               Jan 2004
Featured Listing           Active                $1.00 per item              Jan 2004
Premiere Listing           Inactive              $5.00 per item              Jan 2004
Category Banners           Active                $50.00 per month            Jan 2004
Specialty Stores           future development    Not yet determined           Unknown
</TABLE>
* Note: Transaction fees are currently suspended until our shopping
mall reaches critical mass at which time we will reinstate the
following 1-4% sliding scale which will operate as follows:

    -   Transactions ranging from $.01 through $400 are charged at 4%
of the transaction

   -   Transactions ranging from $400.01 through $1,000 are charged at
3.25% of the transaction

   -   Transactions ranging from $1000.01 through $5,000 are charged at
3% of the transaction

   -   Transactions ranging from $5,000.01 through $50,000 are charged
at 1.5% of the transaction

<PAGE>10

   -   Transactions ranging from $50,000.01 through $1,000,000 are
charged at 1% of the transaction

We will generate revenues through the following sources:

   -   Store Transaction Fees.  A sliding scale transaction fee on the
dollar amount of the successfully completed auction of an item ranges
from a low of 1% for items over $1,000 to 4% for items less than $25 in
value.

   -   Store Listing Fee.  There are no listing fees for items listed
in the Pricester Store system.

   -   Auction Transaction Fees.  A sliding scale transaction fee on
the dollar amount of the successfully completed auction of an item
ranges from a low of 1% for items over $1,000 to 4% for items less than
$25 in value.

   -   Auction Listing Fee.  Currently there are no listing fees for
auction items.

   -   Barter Transaction Fees.  A sliding scale transaction fee on the
dollar amount of the value specified for a successfully completed
barter of an item that ranges from a low of 1% for items over $1,000 to
4% for items less than $10 in value.

   -   Barter Listing Fee. Currently there are no listing fees for
barter items.

   -   Bold Listings.  An added feature that makes the vendors listing
more attractive to the eye, which will attract more consumers to the
listing(s). We will charge $.50 per auction item or $.50 per month per
listed store item.

   -   Highlight Option.  An item is shown with a special background
color of consumer's choice on the listing pages.  We will charge $1.00
per auction item or $1.00 per month per listed store item.

   -   Special Icon.  A choice of icon will get listed alongside the
auction title. We will charge $.50 per auction item.

   -   Featured Listing.  The listing is displayed above all other
listings at the top of their respective categories, and any matching
search results.  We will charge $1.00 per auction item or $1.00 per
month per listed store item.

   -   Premiere Listing.  When displayed in listings, a premiere item
displays the associated premiere icon next to the item.  Most
importantly, premiere listing will also be displayed on the main
auction entry page at some point, regardless of which category or
subcategory.  We will charge $5.00 per auction item or $5.00 per month
per listed store item.



<PAGE>11

Currently Inactive

   -   Category Banners.  These banners can be purchased for each
category item.  We will initially charge $50.00 per month per category.
We will charge more per month per category and receive additional
revenue from a banner rotation service.

   -   Specialty Stores.  We will also introduce specialty stores which
will be catered to industries, allowing certain built in features to be
included with the website.

   -   Pricester Custom Designed Websites.  We will design and install
fully functional informational or e-commerce enabled websites for fees
ranging from $29.95 to $2,500.00.  Hosting fees ranging from $8.95 to
$49.95 apply.

The amount of revenue from the products and services cannot be
quantified any further than  1% since each transaction fee will related
directly to the cost of the item sold, bartered, etc.

Note: Transaction fees are currently suspended till our shopping mall
reaches critical mass at which time we will reinstate the 1-4% sliding
scale fee structure.

*PRICESTER (DO IT YOURSELF) WEBSITE:  Our do it yourself website allows
any business or aspiring business person, even a hobbyist with a
handful of items to sell, to set up a customized, fully functional
retail outlet.  The Pricester (do it yourself) website is a content
driven web site with a built in shopping cart (e-commerce) that
eliminates the need for a web-designer and the associated costs.

*This service is temporarily on hold while we focus on the Pricester
Custom Designed Websites marketing strategies.

Through our website, all these tasks can be accomplished by anyone with
a personal computer, an Internet connection and something to sell
online.

An entire functioning retail site can be set up on www.pricester.com
using the site's array of menu driven, user-friendly website
construction tools.  We provide the new "e-tailer" with everything an
e-commerce site needs to execute and process orders, including:

   -   integration of a payment system,
   -    customer order tracking and
   -    shipping calculators.

Our site calculates shipping costs via an array of alternative shipping
methods and carriers.  All the e-tailer has to do is fulfill the order
by shipping the goods to the customer.



<PAGE>12

The Pricester Store enables the e-tailer to manage:

   -   the progress of sales,
   -   payment status,
   -   shipping status,
   -   confirmations and cancellations and
   -   includes email notification to their customers.

STORE:  Store items are listed in the Pricester.com network as new or
used with a fixed price attached.

BARTER: Single or multiple items, products or services are traded or
bartered for products or services.  When a member lists a barter
transaction they are asked to list an approximate value for the listed
item.  It is this value we use to charge the 1-4% transaction fee when
a trader has been located.

AUCTION: We conduct real-time online auctions where sellers list their
products or services.  Consumers then bid competitively on the item of
interest.

The highest bidder at the close of the auction is determined the winner
and must pay the seller the price as indicated in the winning bid.

We utilize technology that enables both seller and bidder to actively
view the auction in progress seeing the bid time remaining as it
changes without refreshing your screen.

WANTED: Item Watch is a feature that allows consumers to inquire about
a specific item, product or service without making a purchase
commitment.  We actively search our databases periodically to find new
listed items.  When a match is found an email alert is then sent to the
consumer along with a link to the seller of the product.

REQUEST FOR QUOTE: We recognize the need for requesting estimates on
products or services.  This tool allows both consumers and businesses
to request quotes without any commitment to the other party.

*REGION OR ZIP CODE SEARCH: A search is conducted to find local vendors
by region or zip code area who provide a specific item, product or
service.  The results will list the name and location(s) of
Pricester.com sellers who offer the item, product or service.

*Note: REGION OR ZIP CODE SEARCH is currently suspended till our
shopping mall reaches critical mass at which time we will have enough
data to support the service.

PRICESTER CUSTOM DESIGNED WEBSITES: Pricester Custom Designed Websites
are informational and/or e-commerce enabled websites or personal web
stores that are designed and installed for a one-time setup fee ranging
from $29.95 to $2,500.00.  Hosting fees ranging from $8.95 to $49.95
apply.  Fees related to the maintenance and/or hosting of the website
will need to be paid to us.



<PAGE>13

Our technical staffers design and install Pricester Customized Websites
that includes formatting the text for pages such as but not limited to:

   -   Formatting the text for pages such as: Home Page, About Us Page,
   -   Contact Page and a Privacy Statement
   -   Setup of your payment and shipping details page
   -   Conversion of your company logo and slogan/banner into a digital
image format
   -   Integration of pictures and details of your first 10 products
and services.
   -   Integration of a website payment system (Pay Pal) enabling you
to accept all major credit cards.
   -   Configuration of your website manager, which manages your orders
and items.
   -   Registration of a personalized domain name that will allow for
promotion of personalized domain name easily to friends, relatives and
customers. Example: www.yourname.com

The website will have the ability to:

   -   auction
   -   buy
   -   sell
   -   post items
   -   barter and trade with no listing or programming fees.

We developed this program to respond to the needs of people who lack
experience in developing websites, computer use or time.

PRICESTER TRAVEL: This service is currently on hold while we evaluate
the adequate 3rd party provider to provide the services required by
Pricester members.

AFFILIATES PROGRAM: Our Affiliates Program pays 10% to the affiliate on
all the fees we collect from new members transaction fees.  When a
member refers another member to Pricester.com, they become the
affiliate of the new member.

If the new member incurs transaction fees on Pricester.com and
completes a payment, 10% of the collected payment will be credited to
the affiliates account.

This transaction takes place as follows:

   -   Member A refers member B using in house affiliate program
   -   Member B incurs fees for Pricester.com services
   -   Member B makes payment to their account and at that moment 10%
of the fee collected by us is credited to Member A's account on
Pricester.com. Once the member has $25 or more credit in their account,
they can request a payment from us via check by mail.

PRICESTER TOOLS PAYMENT SYSTEM:  Pricester Stores are capable of
accepting credit cards and checks immediately after setting up their
Pricester Store.  All Stores have the option of using PayPal for their
e-commerce transactions.  We have an oral agreement with PayPal to

<PAGE>14

provide these services to Pricester Stores, if desired. PayPal takes
only minutes to setup with a bank account to receive payments. PayPal
is a registered payment company.  PayPal fees are billed separately.

PayPal collects the payments from the consumers and deposits them into
the vendor's bank account.  Members are required to have a PayPal
account to utilize the Pricester Nevada website e-commerce feature.
When a customer exits the Pricester.com shopping cart, the total value
and vendor PayPal ID is passed to PayPal for payment processing.
PayPal charges the vendor payment transaction fees that are
automatically deducted from the amount collect by PayPal.  Once the
transaction is confirmed by the vendor, a transaction fee is charged to
the members account.  Routine billing processes are performed on the
www.Pricester.com site and the members are billed for the transaction
and optional listing fees they have incurred.

The registrant now allows the integration of CardService International
(merchant) payment processing in the Pricester tools payment system.
We have an oral agreement with CardService International to provide
these services to Pricester Stores via an API payment integration.
CardService International requires a merchant approval process
conducted directly between merchant and vendor.  All payments are
collected by merchant and the funds are disbursed to vendor minus
applicable transaction and monthly fees.

PRICESTER.COM SEARCH ENGINE: An e-commerce web portal connecting
consumers, retailers and wholesalers to a proprietary network.
Pricester.com provides complete integration of buyer and seller,
bringing the consumer/business directly to the seller's site.

WIZARD: Pricester Wizard is a guided tour that walks members through
the process of:

   -   creating websites,
   -   listing items, and
   -   managing their Pricester website

*PRICESTER COMMUNITY: An online forum dedicated to providing answers to
questions about:

   -   sales,
   -   purchases,
   -   shipping tips and
   -   experiences between current members.

*Note: PRICESTER COMMUNITY is currently on hold due to a shortage of
members using the service.  All help and support request are handled
directly via email, fax or telephone.

LEAD GENERATION PROGRAM.  Currently in development, the lead generation
feature or program is based on leads provided through the Pricester
network.  These leads are defined by the category they are listed
under.  The member is prompted with an option to agree on a
predetermined price per lead that they will be charged when a referral

<PAGE>15

has been collected and delivered to their e-mail address.  The referral
is considered to be lead based when a member receives an authorized
discount or bonus by e-mail that was provided by the host service
provider.  To indicate the presence of the lead generation feature, the
template will include a button, banner or other activation image on the
homepage of the vendor's site or through a search query or directory
browse, which identifies the presence of a discount upon activation of
the image, for example, the words "Click here to receive
bonus/discount".  When a customer clicks on this image they are given
the details of the bonus/discount and an online form to fill out.  They
can then sign up as a member of the system to receive benefit.  The
customer enters their contract information such as their address, phone
and e-mail on the form.  Once the member confirms the authenticity of
this information, an email is sent to the customer with the
bonus/discount details attached.  An email is also sent to the
vendor/member with the information about the lead and the fee charged
to their account.  Subsequently, the host network applies a charge to
the vendor/member account equal to the amount of referral fee for the
lead.  While this feature was created to satisfy a need in the online
service industry, it is not limited to service providers and can used
for offering discounts and promotions for product related items.

SERVICE INTERRUPTIONS AND DELAYS. Our service interruptions and delays
have been limited to less than 1% downtime.  In order to decrease the
down time, we added redundancy equipment to our network that provides
alternative equipment to be used in the event of hardware failure.
This equipment includes multiple server, raid drives (multiple hard
drives) and rotational backups of our system and services.

COSTS OF OPERATION. In order to provide the above services, we
currently employ personnel for management, customer support, technical
support, Internet marketing and web design and contract for sales
personnel.  We also lease the appropriate hardware and support the
continued development of our software that runs our web based services.
To provide all of the services listed above, our monthly expenses are
approximately $18,400.  The breakdown of the $18,400 is as follows:

Payroll & Taxes ..........................     $12,020
Rent .....................................       1,580
Electric .................................         300
Telecommunications .(Phones & Servers)....       2,000
Accounting services ......................       1,500
Insurance ................................         500
Legal ....................................         500
                                               -------
                                               $18,400
                                               =======

We intend to give 10% of any net profits to charity. A list of
charities has not yet been compiled.  This donation program will
commence at a yet to be determined time based on profitability.



<PAGE>16

OTHER PROGRAMS

         NATIONAL SCHOOL PROGRAM: A four hour course that educates and
demonstrates the power of e-commerce.  The students will learn how to
conduct business using the Internet.  It teaches how to convert a hobby
into a business and sell unwanted items.  At the end of the course each
student will have constructed a fully functional website that is e-
commerce enabled, operational and ready to do business.

         NON-PROFIT/CHARITABLE: Gives churches, synagogues and
fundraisers an opportunity to generate income for their organization by
selling and auctioning donated items from their members and communities
online.

REVENUE STREAMS

Although most of our products and services have been active since
January 2004, we have not generated significant revenues.  This is
directly related to the number of vendors (currently 11,643) listing
over 199,516 items.  During 2006, we commenced marketing our Website
design services and hosting plans.  As the number of vendors increases
and marketing commences, the number of visitors to our website should
increase and our revenue stream should increase significantly with
collected fees and monthly hosting fees.

To date, we have focused on bringing vendors (members) to populate the
site in order that consumers can visit a populated community.  Once the
site has been populated to a sufficient degree, we will introduce a
marketing campaign to bring the buyer and seller together.

We intend to track revenues by category if our revenues increase. Our
revenues have been generated by approximately 270 Pricester Website
sales, miscellaneous service and transaction fees of $111,518 for the
year ended December 31, 2008 and by 270 Pricester Website sales,
miscellaneous service and transaction fees of $179,176 for the year
ended December 31, 2007.  To date, no marketing funds have been
expensed to bring consumers to the site.  We estimate this will start
in the third or fourth quarter of 2008.

In order to successfully expand our number of users of our electronic
commerce services, we must employ significant monetary resources to the
consistent development of applications and innovative tools to assist
the buyers and sellers interaction.

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

We currently utilize proprietary software to support our Internet
platform and proprietary processes and procedures related to customer
acquisitions.  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:



<PAGE>17

   -   confidentiality and non-disclosure agreements,
   -   trademarks,
   -   patents, and
   -   by other security measures.

Trademarks have been filed under Pricester.com and Pricester Store "e-
commerce for all...," garagesalesanywhere.com.  We are preparing
several other variations to be trademarked.

On December 8, 2003, a provisional patent Application No: 60/527/873
under the names of Bernard Gutman and Joe Puentes, officers and
directors of Pricester Nevada was filed with the United States Patent
Office covering our Automated Templated Based e-commerce system
including the Lead Generation Program which is in development.  A
provisional patent allows filing without a formal patent claim, oath or
declaration or any information disclosure statement, provides the means
to establish an early effective filing date and allows the term "Patent
Pending" to be applied.  A provisional patent allows an applicant up to
a year in which to file the actual patent.  We filed a US Patent
Application - Serial No: 10/988,747 on November 15, 2004.  No update on
the status of the patent application has been made available by the US
patent office as of the date of this annual report.  Messrs. Gutman and
Puentes have entered into a written agreement assigning Pricester.com,
Inc. any and all rights of the provisional patent for no consideration.

Pricester domain names have been secured under the variations:

   -   pricester.com, .net, .us, .ca (Canada).

Also secured:

   -   your free webstore.com,
   -   pricebarter.com and
   -   pristore.com.

Marketing Strategies
--------------------

We intend to establish a national market presence using the following
approaches in order to gain brand awareness:

Conducting public relations campaign using

   -   television
   -   radio
   -   press releases
   -   Internet marketing
   -   newspaper and magazines

We intend to target college students and non-profit groups.



<PAGE>18

Third Party Providers
---------------------

CI Host.com, a web hosting company provides us the hardware and
software to run our portal.  They also provide ongoing phone support
and hardware maintenance and replacement in the event of failure.  We
have orally renewed a 12 month lease starting as of April 8, 2005.
This lease automatically renews every year.  Our monthly lease is
$659.00.  CI Host's Terms and Conditions of Use provide for
discontinuation of services or denial of use by CI Host at any time if
we were to engage in unacceptable uses or cause harm to the server or a
customer.

On July 12, 2004, we entered into a written agreement with Professional
Microsystems Incorporated D/B/A as Xcent for the development of our web
based applications.  We orally agreed that any work order we submit,
based on our needs to develop and improve our current portal, is
provided at the rate of $90 per man hour.  Currently, we owe Xcent for
ongoing work orders a balance of $4,816.  We may terminate any open
work order by written notice to Xcent.  Xcent will be reimbursed for
costs expended to date and other costs resulting from the termination.
We may also terminate the agreement for default if Xcent becomes
involved in bankruptcy or other legal proceedings that in our opinion
interferes with the performance of services or if Xcent fails to
perform under the agreement and does not cure within ten days after
receipt of written notice from the registrant.

Insurance
---------

We have in force workman's comp and general liability insurance. We
currently have directors and officers' insurance for which we pay
approximately $1,400.

Competition
-----------

We compete with many other providers of online web hosting, Internet
marketplace, travel service and electronic commerce services. As we
expand the scope of our Internet offerings, we will compete directly
with a greater number of Internet sites, media companies, and companies
providing business services across a wide range of different online
services, including:

         -  companies offering communications, Web search, commercial
search, information, community and entertainment services and Internet
access either on a stand alone basis or integrated into other products
and media properties;

         -  vertical markets where competitors may have advantages in
expertise, brand recognition, available financial and other resources,
and other factors;

         -  online employment recruiting companies; and

<PAGE>19

         -  online merchant hosting services.

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

Companies such as Yahoo, Amazon and Ebay may have a competitive
advantage because they have greater access to content, maintain billing
relationships with more customers and have access to established
distribution networks.

There are various competitors who allow vendors to sell their items
online including Yahoo, Amazon and Ebay.  Although most charge ongoing
fees including monthly fees and transaction fees, they have a
established customer base and instant market recognition.  These
competitors have greater access to content and maintain billing
relationships with more customers and have access to established
distribution networks. We have not yet generated any material revenue
from our business model compared to significant revenue generated by
these competitors.

If new competitors seize our product ideas and e-commerce business
model and produced competing web sites with similar product matrixes,
our ability to generate revenue would be negatively affected.
Additionally, these new competitors could be better capitalized and
capture a larger market share of our intended market.

We face competition from traditional retailers and wholesalers.  If
consumers choose not to purchase their products through the Internet,
our ability to generate revenues will be negatively affected.

Government Regulation
---------------------

We are subject to general business regulations and laws, as well as
regulations and laws directly applicable to the Internet.  As we
continue to expand the scope of our properties and service offerings,
the application of existing laws and regulations to us relating to
issues such as user privacy, defamation, pricing, advertising,
taxation, gambling, sweepstakes, promotions, financial market
regulation, 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.


Further, the application of existing laws to our operations regulating
or requiring licenses for certain businesses of our vendors including,
for example, distribution of pharmaceuticals, alcohol, tobacco or
firearms, as well as insurance and securities brokerage and legal
services, can be unclear.  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, and dampen
the growth in use of the Web.

<PAGE>20

Several federal laws, including the following, could have an impact on
our business.  The Digital Millennium Copyright Act is intended, in
part, to limit the liability of eligible online service providers for
listing or linking to third-party Websites that include materials that
infringe copyrights or other rights of others.  The Children's Online
Protection Act and the Children's Online Privacy Protection Act are
intended to restrict the distribution of certain materials deemed
harmful to children and impose additional restrictions on the ability
of online services to collect user information from minors.  In
addition, the Protection of Children From Sexual Predators Act of 1998
requires online service providers to report evidence of violations of
federal child pornography laws under certain circumstances.  Such
legislation may impose significant additional costs on our business or
subject us to additional liabilities.

We post our privacy policies and practices concerning the use and
disclosure of user data.  Any failure by us to comply with our posted
privacy policies, the consent order, FTC requirements or other privacy-
related laws and regulations could result in proceedings by the FTC or
others which could potentially have an adverse effect on our business,
results of operations and financial condition.  In this regard, there
are a large number of legislative proposals before the United States
Congress and various state legislative bodies regarding privacy issues
related to our business.  It is not possible to predict whether or when
such legislation may be adopted, and certain proposals, if adopted,
could materially and adversely affect our business through a decrease
in user registrations and revenues.  This could be caused by, among
other possible provisions, the required use of disclaimers or other
requirements before users can utilize our services.

Due to the nature of the Web, it is possible that the governments of
other states and foreign countries might attempt to regulate Web
transmissions or prosecute us for violations of their laws.  We might
unintentionally violate such laws, such laws may be modified and new
laws may be enacted in the future.  Any such developments (or
developments stemming from enactment or modification of other laws)
could increase the costs of regulatory compliance for us or force us to
change our business practices.

Employees
---------

We currently have four full-time employees.  As operations increase and
revenues allow, we will have to employ an undetermined number of
designers and programmers in addition to obtaining additional sales
persons on an independent contractor, commission only basis.  We enjoy
good employee relations.  None of our employees are members of any
labor union and we are not a party to any collective bargaining
agreement.

ITEM 1A.   RISK FACTORS.

Not applicable to smaller reporting companies.


<PAGE>21

ITEM 1B.   UNRESOLVED STAFF COMMENTS

Not applicable.


ITEM 2.   PROPERTIES.

We lease an office facility from 234 Hollywood, LLC pursuant to a lease
that began September 1, 2007.  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 $1,580
per month and terminates in August 31, 2008.  In August 2008, we
entered into an extension agreement which expires in August 2009.  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

During the last quarter of the fiscal year ended December 31, 2008, the
shareholders approved a name change of the registrant to Genesis
Electronics Group, Inc.  An amendment regarding the name change was
filed with the state of Nevada on February 24, 2009.




<PAGE>22

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 registrant is currently preparing the necessary paperwork
to obtain  the required symbol change due to the name change.

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
             3/31/07                    $0.32                $0.28
             6/30/07                    $0.19                $0.18
             9/30/07                    $0.042               $0.042
            12/31/07                    $0.04                $0.035
             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

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.  None.

    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.


<PAGE>23

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.

The merger is being accounted for as a purchase method acquisition
pursuant to Statement of Financial Accounting Standards No. 141
"Business Combinations".  Accordingly, the purchase price was allocated
to the fair value of the assets acquired and the liabilities assumed.
We are 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.

PLAN OF OPERATIONS

We have only received minimal revenues.  We only have sufficient cash
on hand to meet funding requirements for the next 60-90 days.  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 $7,513,897, a working capital deficit of
$1,213,991, had net losses for the year ended December 31, 2008 of
$3,076,697 and cash used in operations during the year ended December
31, 2008 of $(254,743).  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



<PAGE>24

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 nclude 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.

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.

   -   Effective January 1, 2006, we adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS
No. 123R"). SFAS No. 123R establishes the financial accounting and
reporting standards for stock-based compensation plans. As required by

<PAGE>25

SFAS No. 123R, we recognize the cost resulting from all stock-based
payment transactions including shares issued in the financial
statements.

Results of Operations.

Year ended December 31, 2008 compared to year ended December 31, 2007

Net sales for the year ended December 31, 2008 were $111,518 as compared
to net sales of $179,176 for the year ended December 31, 2007, a
decrease of $67,658 or approximately 38%.  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, 2008.  We are continuing to create customer awareness for our
products.  We have developed an aggressive strategy to increase revenues
by restructuring our sales force, revisiting the terms of hosting and
creating other attractive sales packages.  Additionally, we have
increased our marketing efforts and began offering website hosting
services.  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, 2008 were
$886,764, a decrease of $759,624, or approximately 46%, from total
operating expenses in the year ended December 31, 2007 of $1,646,388.
This decrease is primarily attributable to:

   -   an increase of $10,860, or approximately 254%, in advertising
expense incurred to promote our website and products. The increase is
due to the launched of our Copia World International Shopping Portal
division,

   -   a decrease of $29,256, or approximately 49%, in professional
fees incurred in connection with our SEC filings. This decrease is
primarily related to decrease in audit fees,

   -   a decrease of $443,493, or approximately 63%, 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 2007. This decrease is primarily attributable
to the decrease in fair values of our common stock during the year
ended December 31, 2008 as compared to the same period in fiscal 2007,

   -   a decrease of $266,769, or 38%, in compensation expense to
$434,295 for the year ended December 31, 2008 as compared to $701,064
for the year ended December 31, 2007.  Compensation expense which
includes salaries and stock based compensations to our employees.
During the year ended December 31, 2008, the registrant issued in
aggregate 3,000,000 shares of common stock to our CEO and an officer in
connection with their employment agreements dated January 14, 2008.  In
addition, the registrant issued in aggregate 33,000,000 shares of
common stock to our CEO and an officer for services rendered.  This
decrease is primarily attributable to the decrease in fair values of
our common stock during the year ended December 31, 2008 as compared to

<PAGE>26

the same period in fiscal 2007. Additionally, we have four full time
employees during the year ended December 31, 2008 as compared to eleven
full time employees during the year ended December 31, 2007,

   -   a decrease of $30,966, or approximately 17%, in other selling,
general and administrative expenses as a result of decrease in general
expenses and office expenses attributable to decreased spending due to
limited financial resources.

We reported a loss from operations of $(775,246) for year ended
December 31, 2008 as compared to a loss from operations of $1,467,212)
for the year ended December 31, 2007.

Total other expense for the year ended December 31, 2008  were
$2,301,451, an increase of $2,301,451, from total other expense for
year ended December 31, 2007 of $0. This increase is primarily
attributable to:

   -   an increase 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.

   -   an increase of $1,053,058 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 settlement of debt of $469,284 to a former
officer of Genesis in connection with this settlement agreement.

We reported a net loss of $(3,706,697) or $(0.05) per share for the
year ended December 31, 2008 as compared to a net loss of $(1,467,212)
or $(0.05) per share for the year ended December 31, 2007.

Liquidity and Capital Resources.

During the year ended December 31, 2008, we received net proceeds of
$340,812 and subscription receivable of $25,150 from the sale of our
common stock.  These funds were used for working capital purposes.

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 used in operating activities for the year ended December 31, 2007
amounted to $199,217 and was primarily attributable to our net losses
of $1,467,212 offset by donation of officer's compensation of
$15,000,stock based compensation of $430,581, amortization of deferred
compensation of $799,782, depreciation of $3,128, and changes in assets
and liabilities of $19,504.

<PAGE>27

Net cash flows provided by financing activities was $256,212 for the
year ended December 31, 2008 as compared to net cash provided by
financing activities of $172,239 for the year ended December 31, 2007,
an increase of $83,973.  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.  For the year ended December 31, 2007, we received
proceeds from the sale of common stock of $111,339, proceeds from
related parties of $38,000 and proceeds from loans payable of $65,000
offset by repayment of loans payable of $7,000 and payments on related
party advances of $35,100.

We reported a net increase in cash for the year ended December 31, 2008
of $1,469 as compared to a net decrease in cash of $26,978 for the year
ended December 31, 2007.  At December 31, 2008, we had cash on hand of
$2,319.

RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2008, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements" ("SFAS 157"). SFAS 157 defines fair value as used in
numerous accounting pronouncements, establishes a framework for
measuring fair value and expands disclosure of fair value measurements.
In February 2008, the Financial Accounting Standards Board ("FASB")
issued FASB Staff Position, "FSP FAS 157-2-Effective Date of FASB
Statement No. 157" ("FSP 157-2"), which delays the effective date of
SFAS 157 for one year for certain non-financial assets and non-
financial liabilities, except those that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least
annually). Excluded from the scope of SFAS 157 are certain leasing
transactions accounted for under SFAS No. 13, "Accounting for Leases."
The exclusion does not apply to fair value measurements of assets and
liabilities recorded as a result of a lease transaction but measured
pursuant to other pronouncements within the scope of SFAS 157.  The
Company does not expect that the adoption of the provisions of FSP 157-
2 will have a material impact on its financial position, cash flows or
results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161"). This
statement requires companies to provide enhanced disclosures about (a)
how and why they use derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect a company's financial position,
financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008.  The Company will adopt the new
disclosure requirements on or before the required effective date and
thus will provide additional disclosures in its financial statements
when adopted.



<PAGE>28

In April 2008, FASB Staff Position No. 142-3, Determination of the
Useful Life of Intangible Assets (FSP 142-3) was issued. This standard
amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other
Intangible Assets. FSP 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years.  Early adoption is prohibited.  The
registrant has not determined the impact on its financial statements of
this accounting standard.

In May 2008, the FASB issued FAS No.  162, The Hierarchy of Generally
Accepted Accounting Principles" which identifies the sources of
accounting principles and the framework for selecting the principles to
be used in the preparation of financial statements in conformity with
generally accepted accounting principles (GAAP) in the United States
(the GAAP hierarchy).  This statement is effective 60 days following the
SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles".  The
registrant does not expect that the adoption of this pronouncement will
have a significant impact on its financial condition, results of
operations and cash flows.  In May 2008, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60".  SFAS No. 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement
of premium revenue and claims liabilities.  This statement also requires
expanded disclosures about financial guarantee insurance contracts. SFAS
No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years.  SFAS No. 163 has no
effect on the registrant's financial position, statements of operations,
or cash flows at this time.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("FSP EITF 03-6-1").  FSP
EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share
under the two-class method as described in FASB Statement of Financial
Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning on
or after December 15, 2008 and earlier adoption is prohibited.  We are
not required to adopt FSP EITF 03-6-1; neither do we believe that FSP
EITF 03-6-1 would have a material effect on our financial position and
results of operations if adopted.

In December 2008, the FASB issued FASB Staff Position (FSP) FAS 140-4
and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest
Entities.  The document increases disclosure requirements for public
companies and is effective for reporting periods (interim and annual)
that end after December 15, 2008.  This FSP amends FASB Statement No.
140, Accounting for Transfers and Servicing of Financial Assets and

<PAGE>29

Extinguishments of Liabilities, to require public entities to provide
additional disclosures about transfers of financial assets.  It also
amends FASB Interpretation No. 46 (revised December 2003), Consolidation
of Variable Interest Entities, to require public enterprises, including
sponsors that have a variable interest in a variable interest entity, to
provide additional disclosures about their involvement with variable
interest entities.  The registrant does not expect that the adoption of
this pronouncement will have a significant impact on its financial
condition, results of operations and cash flows.

Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies 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 41.


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

On August 18, 2008, Baum & Company, P.A., its independent public
accountant resigned due to a material deficiency in the registrant's
internal control and lack of corporate governance.

Baum & Company, P.A. reports on the registrant's financial statements
for either of the past two years, December 31, 2007 and 2006, did not
contain an adverse opinion or a disclaimer of opinion or was qualified
or modified as to uncertainty, audit scope or accounting principles.

During the registrant's two most recent fiscal years, December 31, 2007
and 2006, and the subsequent period through the date of resignation,
January 1, 2008 through August 18, 2008, there were no disagreements on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure which disagreement(s), if
not resolved to the satisfaction of Baum & Company, P.A., would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report as described in Item 304
(a)(1)(iv) of Regulation S-B.

Subsequent to the registrant's quarter ended June 30, 2008, the auditor
advised the registrant that he believed there was a material deficiency
in internal controls and a lack of corporate governance regarding the
registrant's acquisition of Genesis.  Despite several requests, the

<PAGE>30

auditor did not receive the necessary documents and financial records
to audit the financial records of Genesis, prepare the required overdue
8K proforma financials of the acquisition and to perform the review of
the Form 10Q and related financial statements.  The auditor did not
feel comfortable with management and their lack of due diligence in
their recent acquisition and other matters.  The board of directors
discussed the subject matter of the disagreement with the former
accountant and the registrant has authorized the former accountant to
respond fully to the inquiries of the successor accountant concerning
the subject matter of such disagreements.

On August 18, 2008, the board of directors of the registrant engaged
the accounting firm of Kramer, Weisman & Associates as principal
accountants of the registrant for the fiscal year ended December 31,
2008.  The registrant did not consult with Kramer, Weisman & Associates
during the most recent two fiscal years and the subsequent interim
period preceding the engagement of Kramer, Weisman & Associates on
August 18, 2008 regarding the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the registrant's financial
statements.    Neither written nor oral advice was provided that was an
important factor considered by Kramer, Weisman & Associates in reaching
a decision as to the accounting, auditing or financial reporting issue;
or any matter that was the subject of a disagreement or event
identified in response to paragraph (a) (1)(iv) of Item 304 of
Regulation S-K.


ITEM 9A.   CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures:

We maintain disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act that are designed to
insure that information required to be disclosed in the reports we file
or submit under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), or the persons
performing similar functions, to allow timely decisions regarding
required disclosure.

Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has evaluated
the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this annual report.  Based on that
evaluation, our CEO and CFO, or the persons performing similar
functions, concluded that our disclosure controls and procedures were
not effective as of December 31, 2008.

Subsequent to the registrant's quarter ended June 30, 2008, the auditor
advised the registrant that he believed there was a material deficiency
in internal controls and a lack of corporate governance regarding the

<PAGE>31

registrant's acquisition of Genesis.  Despite several requests, the
auditor did not receive the necessary documents and financial records
to audit the financial records of Genesis, prepare the required overdue
8K proforma financials of the acquisition and to perform the review of
the Form 10Q and related financial statements.  The auditor did not
feel comfortable with management and their lack of due diligence in
their recent acquisition and other matters.  The board of directors
discussed the subject matter of the disagreement with the former
accountant and the registrant has authorized the former accountant to
respond fully to the inquiries of the successor accountant concerning
the subject matter of such disagreements.

Additionally, the report of the former auditor was not reissued.
However, the report was not removed from the Form 10-K.

Management has implemented additional internal controls to ensure that
similar situations do not occur in the future.

Management's Annual Report on Internal Control over Financial
Reporting:

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting.  Our internal control over
financial reporting is the process designed by and under the
supervision of our CEO and CFO, or the persons performing similar
functions, to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of our financial statements
for external reporting in accordance with accounting principles
generally accepted in the United States of America.  Management has
evaluated the effectiveness of our internal control over financial
reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control
over Financial Reporting - Guidance for Smaller Public Companies.

Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has assessed
the effectiveness of our internal control over financial reporting as
of December 31, 2008, and concluded that it is not effective due to the
reasons discussed above.

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

Evaluation of Changes in Internal Control over Financial Reporting:

Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has
evaluated changes in our internal controls over financial reporting
that occurred during the fourth quarter of 2008.  Based on that

<PAGE>32

evaluation, our CEO and CFO, or those persons performing similar
functions, did not identify any change in our internal control over
financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.

Important Considerations:

The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various
inherent limitations, including cost limitations, judgments used in
decision making, assumptions about the likelihood of future events, the
soundness of our systems, the possibility of human error, and the risk
of fraud.  Moreover, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions and the risk that the
degree of compliance with policies or procedures may deteriorate over
time.  Because of these limitations, there can be no assurance that any
system of disclosure controls and procedures or internal control over
financial reporting will be successful in preventing all errors or
fraud or in making all material information known in a timely manner to
the appropriate levels of management.

ITEM 9B.   OTHER INFORMATION.   None.




<PAGE>33

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  72                    CEO, Director
Nelson Stark      52                    CFO, Director
Raymond Purdon    40                 Chairman of the Board
Lee Taylor        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 t 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.

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

<PAGE>34

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
JurisDoctor 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 2008.

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>35

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 the
last completed fiscal year for

         -  our principal executive officer or other individual serving
in a similar capacity,

         -  our two most highly compensated executive officers other
than our principal executive officer who were serving as executive
officers at December 31, 2008 as that term is defined under Rule 3b-7 of
the Securities Exchange Act of 1934.

         -  up to two additional individuals for whom disclosure would
have been required but for the fact that the individual was not serving
as an executive officer at December 31, 2008.

The value attributable to any option awards is computed in accordance
with FAS 123R.
<TABLE>
                                            SUMMARY COMPENSATION TABLE
                                            --------------------------
                                                              NON-EQUITY     NONQUALIFIED       ALL
NAME AND                                STOCK    OPTION    INCENTIVE PLAN     DEFERRED        OTHER
PRINCIPAL            SALARY    BONUS    AWARDS   AWARDS     COMPENSATION    COMPENSATION   COMPENSATION    TOTAL
POSITION      YEAR     ($)      ($)      ($)       ($)           ($)        EARNINGS ($)        ($)         ($)
   (A)         (B)     (C)      (D)      (E)       (F)           (G)             (H)            (I)         (J)
-----------   ----   -------   ------   ------   -------   --------------   ------------   ------------  -------

            <c>     <c>       <c>     <c>       <c>           <c>           <c>             <c>         <c>
Edward C Dillon(1)
Chief Executive
Officer
              2008        0     $  -  $137,600    $  -        $    -        $      -       $   -        $137,600
              2007  $13,050     $  -  $388,850    $  -        $    -        $      -       $   -        $401,900

Nelson Stark (2)
Chief Financial
Officer
              2008   $7,500     $  -    $200      $  -        $    -         $      -       $   -        $7,700
              2007   $5,800     $  -    $2,000    $  -        $    -         $      -       $   -        $7,800
</TABLE>
(1)  Mr. Dillon has served as our president and CEO since April 2006.
Mr. Dillon's fiscal 2008 in addition to his salary, his compensation
included stock awards of 18,500,000 shares of our common stock which
were valued at $137,600.  Mr. Dillon's fiscal 2007 in addition to his
salary, his compensation included stock awards of 1,500,000 shares of
our common stock which were valued at $388,850.

<PAGE>36

(2)   Mr. Stark has served as our CFO since April 2006.  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.  In
addition to his salary, Mr. Stark's fiscal 2007 compensation included
stock awards of 50,000 shares of our common stock which were valued at
$2,000.

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, 2008
<TABLE>
 (a)                 (b)           (c)             (d)         (e)           (f)
                                   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                                   $.40    One year after the
Exec. Vice Pres.                                                        effective date of
                                                                        the registration
</TABLE>
Outstanding Equity Awards at December 31, 2008
<TABLE>
                       (g)            (h)           (i)             (j)
                                                                  Equity
                                                                Incentive
                                                  Equity       Plan Awards:
                                                 Incentive       Market or
                                 Market Value   Plan Awards:       Payout
                    Number        of Shares     Number of         Value of
                    Number of     or Units       Unearned         Unearned
                    Shares or    of Shares        Shares,          Shares,
                    Units of     or Units        Units or         Units or
                      Stock      of Stock       Other Rights    Other Rights
                    that have    that have       that have       that have
                    not vested   not vested      not vested      not vested
Name                   (#)            ($)           (#)              ($)
----------------    ----------    ------------    --------      ------------

                    <c>            <c>           <c>              <c>
Edward C. Dillon        -              -          1,000,000/0          $0/0
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



<PAGE>37

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 122,192,739 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 30,
2009, 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)             19,668,000           16.42%
3850 Washington St. Apt. 910
Hollywood, FL 33021

Raymond Purdon                  17,000,000           14.20%
25 Fox Hill Drive
Little Silver, NJ 07739

Lee Taylor                         278,500            0.23%
10919 SW 135th Court Circle
Miami, FL 33186

Nelson Stark(2)                    416,000            0.35%
5130 SW 40th Avenue, Apt. 3B
Fort Lauderdale, FL 33314

Howard Neu                       2,446,000            2.04%
1152 N. University Drive #201
Pembroke Pines, FL 33024



<PAGE>38

   (1)Mr. Dillon paid a weighted average of $.18 for the common shares
he currently owns.
   (2)Nelson Stark received his common shares for services valued at
$.10 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
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.

Edward Dillon, Chief Executive officer of Genesis and Grandview Capitol
Partners, Inc. advanced funds to Genesis for working capital purposes.
The advances are non-interest bearing and are payable on demand. At
December 31, 2008, Genesis owed these related parties $78,385.

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, 2008, 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.

Audit Fees.  The aggregate fees billed for the fiscal year ended
December 31, 2008 and 2007 for professional services rendered by
Kramer, Weisman and Associates, LLP and Baum and & Company, PA for the
audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-Q or services
that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for the fiscal year,
were $13,500 and $21,000, respectively.

Audit related fees. The aggregate fees billed for the fiscal year ended
December 31, 2008 and 2007 for assurance and related services by
Kramer, Weisman and Associates, LLP and Baum & Company, PA that are
reasonably related to the performance of the audit or review of the
registrant's financial statements for the fiscal year were $0 and $0.



<PAGE>39

Tax Fees.  The aggregate tax fees and expenses by Kramer, Weisman and
Associates, LLP and Baum & Company, PA for the 2008 and 2007 fiscal
years for professional services rendered for tax compliance, tax
advice, and tax planning were $925 and $925, respectively.

All Other Fees.  We did not incur any other fees from Kramer, Weisman
and Associates, LLP and Baum & Company, PA for the 2008 and 2007 fiscal
years.

The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2008 and 2007 were
approved by the board of directors pursuant to its policies and
procedures.  We intend to continue using Kramer, Weisman and
Associates, LLP solely for audit and audit-related services, tax
consultation and tax compliance services, and, as needed, for due
diligence in acquisitions.



<PAGE>40

                             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
                               ----------------------------
May 5, 2009                    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 Company and in the capacities and on the dates indicated.

Signature                  Capacity                   Date

/s/Edward C. Dillon           CEO/Director           5/5/2009
--------------------
Edward C. Dillon

/s/Nelson Stark              CFO/Director            5/5/2009
--------------------          Controller
Nelson Stark

/s/Raymond Purdon             Director               5/5/2009
--------------------
Raymond Purdon

/s/Lee Taylor                 Director               5/5/2009
---------------------
Lee Taylor




<PAGE>41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Pricester.com, Inc.
Hollywood, Florida

We have audited the accompanying consolidated balance sheet of
Pricester.com, Inc. and Subsidiary as of December 31, 2008, and the
related consolidated statement of operations, changes in stockholders'
deficit and cash flow for the year ended December 31, 2008. 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
Pricester.com, Inc. and Subsidiary as of December 31, 2008, and the
result of their operations and their cash flow for the year ended
December 31, 2008, 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 $7,513,897 and has net losses and cash used in
operations of $3,076,697 and $254,743, respectively, for the year ended
December 31, 2008. 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/Lawrence Scharfman & Co., CPA P.A.
Certified Public Accountants
Davie, Florida
April 1, 2009

<PAGE>42

             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                  CONSOLIDATED BALANCE SHEETS

                                               Year ended
                                               ----------
                                  December 31, 2008   December 31, 2007
                                  -----------------   -----------------
                                                         (Not audited)
                      ASSETS

Current Assets:
  Cash                              $    2,319             $    850
  Prepaid expense and other
    current asset                        3,160              144,280
                                      --------             --------
      Total current assets               5,479              145,130

Property and Equipment, net              1,371                3,895
                                    ----------             --------
      Total assets                  $    6,850             $149,025

                LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable and accrued
    expenses                        $  152,837             $ 73,421
  Convertible debt                     931,919              131,500
  Note payable                          15,647                    -
  Loans payable                         40,000                    -
  Due to related parties                78,385               63,285
  Deferred revenue                         682                1,692
                                    ----------             --------
      Total current liabilities      1,219,470              269,898
                                    ----------             --------
Stockholders' Deficit:
  Common stock, $0.001 par value,
    300,000,000 authorized,
    106,602,989 and 28,948,873
    issued and outstanding, at
    December 31, 2008 and December
    31, 2007, respectively             106,603               28,949
  Additional paid-in capital         6,219,824            4,287,378
  Accumulated deficit               (7,513,897)          (4,437,200)
  Subscription receivable              (25,150)                   -
                                    ----------           ----------
      Total stockholders' deficit   (1,212,620)            (120,873)
                                    ----------           ----------
Total liabilities and stockholders'
  Deficit                           $    6,850)          $  149,025
                                    ==========           ==========

         See notes to audited consolidated financial statements.



<PAGE>43
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                                               For the Year Ended
                                                   December 31,
                                               ------------------
                                              2008            2007
                                              ----            ----
                                                          (Not audited)

Net Sales                                   $   111,518   $   179,176
                                            -----------   -----------
Operating expenses:
  Advertising                                    15,134         4,274
  Professional fees                              30,925        60,181
  Consulting fees                               255,389       698,882
  Compensation                                  434,295       701,064
  Other selling, general and administrative     151,021       181,987
                                            -----------   -----------
    Total operating expenses                    886,764     1,646,388
                                            -----------   -----------
Loss from operations                           (775,246)   (1,467,212)
                                            -----------   -----------
Other income (expenses):
  Other expense                                     (75)            -
  Gain on settlement of debt                    469,284             -
  Impairment expense                         (1,717,602)            -
  Interest expense                           (1,053,058)            -
                                            -----------   -----------
    Total other income (expenses)            (2,301,451)            -
                                            -----------   -----------
Loss before provision for income taxes       (3,076,697)   (1,467,212)
Provision for income taxes                            -             -
                                            -----------   -----------
Net loss                                    $(3,076,697)  $(1,467,212)
                                            ===========   ===========
Net loss per common share
  - basic and diluted                       $     (0.05)  $     (0.05)
Weighted average number of shares
  0utstanding - basic and diluted            56,810,124    26,937,130
                                            ===========   ===========

         See notes to audited consolidated financial statements.



<PAGE>44
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                    FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

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

                                                     <c>          <c>          <c>
Balance, December 31, 2006                           24,481,617       24,482    3,123,523

Sale of common stock                                  1,057,856        1,058       95,281
Sale of treasury stock for cash and services                  -            -       29,000
Common stock issued for services                      3,409,400        3,409      869,672
Grant of stock options for services                           -            -      154,902
Donation of officer's compensation                            -            -       15,000
Amortization of deferred compensation                         -            -            -
Net loss for year ended December 31, 2007                     -            -            -
                                                     ----------   ----------   ----------

Balance, December 31, 2007 (not audited)             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       37,000      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
</TABLE>




<PAGE>45

                   PRICESTER.COM, INC. AND SUBSIDIARY
CONTINUED   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
             FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
<TABLE>
<CAPTION>
                                                                                 Total
                                       Accumulated   Treasury     Deferred  Stockholders'
                                         Deficit       Stock    Compensation    Deficit
                                       ----------   ----------   ----------   ----------

                                         <c>          <c>          <c>          <c>
Balance, December 31, 2006             (2,969,988)      (1,000)    (328,500)     (151,483)

Sale of common stock                            -            -            -             -
Sale of treasury stock for
  cash and services                             -        1,000            -        30,000
Common stock issued for services                -            -     (457,500)      415,581
Grant of stock options for services             -            -     (154,902)            -
Donation of officer's compensation              -            -            -        15,000
Amortization of deferred compensation           -            -      799,782       799,782
Net loss for year ended December
  31, 2007                             (1,467,212)           -            -    (1,467,212)
                                      -----------   ----------   ----------   -----------

Balance, December 31, 2007
  (not audited)                       $(4,437,200)  $        -   $ (141,120)  $ ( 261,993)

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)
</TABLE>


                 See notes to audited consolidated financial statements.





<PAGE>46

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


                                               For the Year Ended
                                                   December 31,
                                               ------------------
                                              2008            2007
                                              ----            ----
                                                          (Not audited)

Cash flows from operating activities:
  Net loss                                  $(3,076,697)   $(1,467,212)
                                            -----------    -----------
  Adjustments to reconcile net loss to
   net cash used in operations:
    Depreciation and amortization                 2,524          3,128
    Common stock issued for services            323,320        430,581
    Stock warrants issued for services           17,894              -
    Amortization of prepaid expense in
     connection with deferred compensation      187,585        799,782
    Donation of former officer's compensation         -         15,000
    Gain on settlement of debt                 (469,284)             -
    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                        -           (160)
    Deposits                                          -          1,302
    Accounts payable and accrued expenses        (6,394)        24,626
    Deferred revenues                            (1,010)        (6,264)
                                             ----------     ----------
      Total adjustments                       2,821,954      1,267,995
Net cash used in operating activities          (254,743)      (199,217)
                                             ----------     ----------
Cash flows from financial activities:
  Proceeds from sale of common stock            340,812        111,339
  Proceeds from loans payable                         -         65,000
  Repayment of loans payable                          -         (7,000)
  Proceeds from related parties                   8,000         38,000
  Payments on related party advances            (92,600)       (35,100)
                                             ----------     ----------
Net cash provided by financing activities       256,212        172,239
                                             ----------     ----------
Net increase (decrease) in cash                   1,469        (26,978)
Cash - beginning of the year                        850         27,828
                                             ----------     ----------
Cash - end of the year                       $    2,319     $      850
                                             ==========     ==========



<PAGE>47

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

                                               For the Year Ended
                                                   December 31,
                                               ------------------
                                              2008            2007
                                              ----            ----
                                                          (Not audited)

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     $  141,120
                                             ==========     ==========
  Common stock issued for settlement
   of loans                                  $  149,598     $  612,402
                                             ==========     ==========


       See notes to audited consolidated financial statements



<PAGE>48

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

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

Basis of presentation


The financial statements for the year ended December 31, 2007 have not
been audited.

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.
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.

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 merger with Genesis
Electronics, Inc., a Delaware corporation ("Genesis") which is
described below.

The merger is being accounted for as a purchase method acquisition
pursuant to Statement of Financial Accounting Standards No. 141
"Business Combinations". Accordingly, the purchase price was allocated



<PAGE>49
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
              NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2008

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.

Merger with Options

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

The merger consideration included the issuance of 1,907,370 shares of
the Company's stock valued at $0.03 per share (applying EITF 99-12
"Determination of the Measurement Date for the Market Price of Acquirer
Securities Issued in a Purchase Business Combination").The total
purchase price was common stock valued at $57,144. The Company
accounted for the merger utilizing the purchase method of accounting in
accordance with Statement of Financial Accounting Standards (SFAS) No.
141, "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 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, 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>50

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

Unaudited pro forma results of operations data as if the Company and
Options had occurred as of January 1, 2007, are as follows:

                                    The Company and   The Company and
                                        Genesis            Genesis
                                     For the Year       For the Year
                                         Ended             ended
                                   December 31, 2008  December 31, 2007
                                   -----------------  -----------------
Pro forma revenues                  $  111,518             $  179,176
Pro forma loss from operations        (917,827)             (1,818,685)
Pro forma net loss                  (3,245,084)             (1,895,325)
Pro forma loss per share            $    (0.06)            $     (0.07)
Pro forma diluted loss per share    $    (0.06)            $     (0.07)

Pro forma data does not purport to be indicative of the results that
would have been obtained had these events actually occurred at January
1, 2007 and is not intended to be a projection of future results.

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 2008 and 2007 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

Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments," requires disclosures of
information about the fair value of certain financial instruments for
which it is practicable to estimate the value. For purpose of this
disclosure, the fair value of a financial instrument is the amount at
which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation.



<PAGE>51

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

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

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," The Company periodically reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that
the carrying amount of the assets may not be fully recoverable. 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. On May 22, 2008,
the Company entered into an Agreement of Merger and Plan of Share
Exchange (the "Merger Agreement") by and among the Company, Genesis
Electronics, Inc. ("Genesis") and the Genesis Stockholders. Upon
closing of the merger transaction contemplated under the Merger
Agreement (the "Merger"), on May 22, 2008 the Company merged with
Genesis and became a wholly-owned subsidiary of the Company. The
Company accounted for the merger utilizing the purchase method of
accounting in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations". The purchase price
was allocated to the liabilities assumed based on their fair values.
Since we have minimal revenues, have incurred losses and used cash in
operations, the Company deemed the acquired goodwill to be impaired and
wrote-off the goodwill on the acquisition date. Accordingly, 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>52

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

Non-employee Stock-Based Compensation

The cost of stock based compensation awards issued to non-employees for
services are recorded at either the fair value of the services rendered
or the instruments issued in exchange for such services, whichever is

more readily determinable, using the measurement date guidelines
enumerated in Emerging Issues Task Force Issue ("EITF") 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or
Services" ("EITF 96-18").

Stock-Based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS
No. 123R"). SFAS No. 123R establishes the financial accounting and
reporting standards for stock-based compensation plans. As required by
SFAS No. 123R, the Company recognized the cost resulting from all
stock-based payment transactions including shares issued under its
stock option plans in the financial statements.

Prior to January 1, 2006, the Company accounted for stock-based
employee compensation plans (including shares issued under its stock
option plans) in accordance with APB Opinion No. 25 and followed the
pro forma net income, pro forma income per share, and stock-based
compensation plan disclosure requirements set forth in the Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS No. 123"). For the year ended December 31, 2008,
the Company did not grant any stock options to employees.

Net Loss per Common 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, 2008,
there were options and warrants to purchase 2,525,000 shares of common
stock which could potentially dilute future earnings per share.

Income Taxes

Income taxes are accounted for under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," which is an asset and
liability approach that requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax
returns.



<PAGE>53

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

Research and Development

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

Revenue Recognition

The Company follows the guidance of the Securities and Exchange
Commission's Staff Accounting Bulletin 104 for revenue recognition. In
general, 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

On January 1, 2008, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements" ("SFAS 157"). SFAS 157 defines fair value as used in
numerous accounting pronouncements, establishes a framework for
measuring fair value and expands disclosure of fair value measurements.
In February 2008, the Financial Accounting Standards Board ("FASB")
issued FASB Staff Position, "FSP FAS 157-2-Effective Date of FASB
Statement No. 157" ("FSP 157-2"), which delays the effective date of
SFAS 157 for one year for certain nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least
annually). Excluded from the scope of SFAS 157 are certain leasing
transactions accounted for under SFAS No. 13, "Accounting for Leases."
The exclusion does not apply to fair value measurements of assets and
liabilities recorded as a result of a lease transaction but measured
pursuant to other pronouncements within the scope of SFAS 157. The



<PAGE>54

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

Company does not expect that the adoption of the provisions of FSP 157-
2 will have a material impact on its financial position, cash flows or
results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161"). This
statement requires companies to provide enhanced disclosures about (a)
how and why they use derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect a company's financial position,
financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. The Company will adopt the new
disclosure requirements on or before the required effective date and
thus will provide additional disclosures in its financial statements
when adopted.

In April 2008, FASB Staff Position No. 142-3, Determination of the
Useful Life of Intangible Assets (FSP 142-3) was issued. This standard
amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other
Intangible Assets. FSP 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. Early adoption is prohibited. The
Company has not determined the impact on its financial statements of
this accounting standard.

In May 2008, the FASB issued FAS No. 162, The Hierarchy of Generally
Accepted Accounting Principles" which identifies the sources of
accounting principles and the framework for selecting the principles to
be used in the preparation of financial statements in conformity with
generally accepted accounting principles (GAAP) in the United States
(the GAAP hierarchy). This statement is effective 60 days following the
SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles". The Company
does not expect that the adoption of this pronouncement will have a
significant impact on its financial condition, results of operations
and cash flows.

In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies
how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim

<PAGE>55

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

periods within those years. SFAS No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP
EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share
under the two-class method as described in FASB Statement of Financial
Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning on
or after December 15, 2008 and earlier adoption is prohibited. We are
not required to adopt FSP EITF 03-6-1; neither do we believe that FSP
EITF 03-6-1 would have a material effect on our financial position and
results of operations if adopted.

In December 2008, the FASB issued FASB Staff Position (FSP) FAS 140-4
and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest
Entities. The document increases disclosure requirements for public
companies and is effective for reporting periods (interim and annual)
that end after December 15, 2008. This FSP amends FASB Statement No.
140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, to require public entities to provide
additional disclosures about transfers of financial assets. It also
amends FASB Interpretation No. 46 (revised December 2003),
Consolidation of Variable Interest Entities, to require public
enterprises, including sponsors that have a variable interest in a
variable interest entity, to provide additional disclosures about their
involvement with variable interest entities. The Company does not
expect that the adoption of this pronouncement will have a significant
impact on its financial condition, results of operations and cash
flows.

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



<PAGE>56

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

NOTE 2 - PROPERTY AND EQUIPMENT

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

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

For the years ended December 31, 2008 and 2007, depreciation expense
amounted to $2,524 and $3,128, respectively.

NOTE 3 - LOANS PAYABLE

The former chief technical officer advanced funds to the Company for
working capital purposes. The advances are non-interest bearing and are
payable on demand. At December 31, 2007, the Company owed $131,500 as
reflected in the accompanying balance sheet. In January 2008, the
related party affiliates of the Company assumed the total debt from the
former chief technical officer of the Company in exchange for shares of
stocks owned by such related party affiliate. At December 31, 2008, the
Company owed $0 to the former chief technical officer.

On May 22, 2008, in connection with the Merger, 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, 2008, loans
payable and related accrued interest amounted to $40,000 and $8,371,
respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

The former chief technical officer donated compensation amounting to
approximately $15,000 during the year ended December 31, 2007.  The
donation is recorded as additional paid-in capital and a corresponding
increase to operating expenses.

Certain officers of the Company advance funds to the Company for
working capital purposes.  The advances are non-interest bearing and
are payable on demand.  At December 31, 2008 and 2007, the Company owed
these related parties $78,385 and $63,285, respectively.

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 <PAGE>54

<PAGE>57

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

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, 2008 expiring through the year 2028. 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:
                                           2008              2007
                                   -----------------------------------
                                                         (Not audited)
Computed "expected" benefit        $(1,046,077) (34%)  $(493,890) (34%)
State tax benefit, net of federal
  effect                              (123,068)  (4%)    (58,105)  (4%)
Other permanent differences          1,058,381   34%           -    0%
Increase in valuation allowance        110,764    4%     551,995   38%
                                   -----------------------------------
                                   $         -    -            -    -
                                   ==================================

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:

                                                       2008
                                                       ----
Deferred tax assets
   Net operating loss carryforward                 $ 1,662,201
   Less: Valuation allowance                        (1,662,201)
                                                   -----------
                                                             -
                                                   ===========

The valuation allowance at December 31, 2008 was $1,662,201. The
increase during fiscal 2008 was $110,764.

NOTE 6 - NOTE PAYABLE

On May 22, 2008, in connection with the Merger, 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, 2008, note payable and
related accrued interest amounted to $15,647 and $6,228, respectively.



<PAGE>58

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

NOTE 7 - CONVERTIBLE DEBT

On May 22, 2008, in connection with the Merger, 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 Merger, 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 the
year ended December 31, 2008.

The Company had an outstanding balance of approximately $1,399,490 to
two former officers of Genesis which had been included in current
liabilities prior to this settlement. Pursuant to this settlement
agreement, the Company settled for $930,206 (included in the $1,049,717
discussed above) and the Company was released from further claim. The
Company has recognized a gain from debt settlement of $469,284 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.

NOTE 8 - GOING CONCERN

The accompanying 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 approximately $7.5 million at December 31, 2008, had net
losses and negative cash flows from operations for the year ended

<PAGE>59

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

December 31, 2008 of $3,076,697 and $254,743, respectively.  While the
Company is attempting to increase revenues, the growth has not been
significant enough to support the Company's daily operations.  During
the year ended December 31, 2008, the Company sold 25,361,916 common
shares for net proceeds of $340,812.

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'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.

NOTE 9 - STOCKHOLDERS' DEFICIT

Common Stock

During fiscal 2007, the Company received net proceeds of $111,339 from
the sale of 1,057,856 shares of the Company's common stock and
1,000,000 shares of treasury stock.  In connection with the sale of the
1,000,000 shares of treasury stock, the Company received gross proceeds
of $15,000 and recognized stock based consulting expense of $15,000
during the year ended December 31, 2007.

On February 20, 2007, the Company issued 180,000 shares of common stock
for services rendered to a director of the Company.  The Company valued
these common shares at the fair market value on the date of grant at
$.55 per share or $99,000. In connection with issuance of these shares,
the Company recorded stock-based compensation expense of $99,000 during
the year ended December 31, 2007.

On April 1, 2007, in connection with a twelve month consulting
agreement, the Company issued 400,000 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 $.34 per share or
$136,000.  In connection with the issuance of these shares during the
year ended December 31, 2007 and December 31, 2008, the Company
recorded stock-based consulting expense of $102,000 and $34,000,
respectively.

In April 2007, in connection with a three month consulting agreement,
the Company issued 30,000 shares of common stock for business
development services.  The Company valued these common shares at the
fair market value on the date of grant at $.37 per share or $11,100.



<PAGE>60

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

In connection with issuance of these shares, the Company recorded
stock-based consulting expense of $11,100 during the year ended
December 31, 2007.

In April 2007, in connection with a three month consulting agreement,
the Company issued 100,000 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 $.23 per share or $23,000.  In
connection with issuance of these shares, the Company recorded stock-
based consulting expense of $23,000 during the year ended December 31,
2007.

On April 24, 2007, the Company agreed to issue 500,000 shares of common
stock to the Company's CEO for services to be rendered in the future.
The Company valued these common shares at the fair market value on the
date of grant at $.26 per share or $130,000.  In connection with these
shares, the Company recorded stock- based compensation during the year
ended December 31, 2007 of $130,000.

On April 24, 2007, the Company issued 1,000,000 shares of common stock
to the Company's CEO for past services rendered.  The Company valued
these common shares at the fair market value on the date of grant at
$.26 per share or $258,850.  In connection with the issuance of these
shares, the Company recorded salaries for the Chief Executive Officer
of $258,850.

In May 2007, the Company issued in aggregate 136,900 shares of common
stock to various employees of the Company for services rendered.  The
Company valued these common shares at the fair market value on the date
of grants ranging from $.20 to $.25 per share or $28,880 and has been
recorded as stock-based compensation during the year ended December 31,
2007.

In May 2007, in connection with a three month consulting agreement, the
Company issued 200,000 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 $.38 per share or $76,000. Additionally,
in June 2007 the Company issued 200,000 shares of common stock to
extend the term of this consulting agreement up to December 14, 2007.
The Company valued these common shares at the fair market value on the
date of grant at $.13 per share or $26,000. In connection with issuance
of these shares during the year ended December 31, 2007, the Company
recorded stock-based consulting expense of $102,000.

On June 28, 2007, in connection with a twelve month consulting
agreement, the Company issued 350,000 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 $.19 per share or
$66,500. In connection with the issuance of these shares during the



<PAGE>61

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

year ended December 31, 2007 and December 31, 2008, the Company
recorded stock-based consulting expense of $33,614 and $32,886,
respectively.

In August 2007, the Company issued in aggregate 105,000 shares of
common stock to two employees of the Company for services rendered.
The Company valued these common shares at the fair market value on the
date of grant at $.09 per share or $9,450 and has been recorded as
stock-based compensation during the year ended December 31, 2007.

In December 2007, the Company issued in aggregate 207,500 shares of
common stock to the Company's officer, directors and certain employees
of the Company for services rendered. T he Company valued these common
shares at the fair market value on the date of grant at $.04 per share
or $8,300 and has been recorded as stock-based compensation during the
year ended December 31, 2007.

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.



<PAGE>62

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

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 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.



<PAGE>63

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

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.

Stock Options

On June 28, 2007, the Company granted one-year options to purchase
1,000,000 shares of common stock in connection with a twelve month
consulting agreement for corporate advisory services at an exercise
price of $.05 per share. The Company valued these options utilizing the
Black-Scholes options pricing model at approximately $0.16 or $154,902.
For the year ended December 31, 2007, in connection with these options,
the Company recorded stock based consulting expense of $80,668 and
prepaid expense of $74,234 to be amortized over the service period. The
Company amended this agreement in February 2008, 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.



<PAGE>64

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

A summary of the stock options as of December 31, 2008 and changes
during the periods is presented below:

                                                          Weighted
                                                          Average
                                        Number of         Exercise
                                         Options           Price
                                        ---------         --------
Balance at beginning of year            3,025,000         $  0.28
Granted                                         -               -
Exercised                                       -               -
Cancelled                              (1,000,000)           0.05
                                        ---------         -------
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, 2008:

                               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

Stock Warrants

In May 2008, the Company granted a two-year warrant to purchase 500,000
shares of common stock in connection with a consulting agreement at an
exercise price of $0.035 per share. The Company valued these warrants
utilizing the Black-Scholes options pricing model at $0.03 per share or
$17,894.

NOTE 10 - COMMITMENTS

Operating Leases

The Company leases office space under an operating lease that expires
in August 2008. In August 2008, the Company has signed an extension
agreement which will expire in August 2009. 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:


<PAGE>65

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


Period Ended December 31, 2009                 $  19,469
                                               ---------
Total                                          $  19,469
                                               =========

Rent expense, including common area charges and sales taxes, for the
years ended December 31, 2008 and 2007 was $19,373 and $34,167,
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.

NOTE 11 - SUBSEQUENT EVENTS

Between January 2009 and March 2009, the Company received net proceeds
of $36,825 and subscription receivable of $29,734 from the sale of
16,689,750 shares of the Company's common stock.

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.