SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended September 30, 2009

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________

Commission File Number      333-118993


                    Genesis Electronics Group, Inc.
                      formerly Pricester.com, Inc.
 (Exact name of Registrant in its charter)

          Nevada                                       41-2137356
 (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                     Identification
                                                          number)

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

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

Indicate by check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes  [X]      No [  ]

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):

Large accelerated filer [ ]      Non-accelerated filer     [ ]
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]

The number of outstanding shares of the registrant's common stock,
October 31, 2009:

  Common Stock  -  149,993,239



<PAGE>2
GENESIS ELECTRONICS GROUP, INC.
FORM 10-Q
For the quarterly period ended September 30, 2009
INDEX

                                                             Page
                                                             ----

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements (Unaudited)                      3
Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations      21
Item 3.  Quantitative and Qualitative Disclosure About
           Market Risk                                        29
Item 4T. Controls and Procedures                              29

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                    30
Item 1A. Risk Factors                                         30
Item 2.  Unregistered Sales of Equity Securities and Use
           of Proceeds                                        30
Item 3.  Defaults upon Senior Securities                      30
Item 4.  Submission of Matters to a Vote of Security
           Holders                                            30
Item 5.  Other Information                                    30
Item 6.  Exhibits                                             30

SIGNATURES                                                    31



<PAGE>3
PART I
FINANCIAL INFORMATION

Item I - FINANCIAL STATEMENTS

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                                       Year ended
                                                SEPTEMBER 30,          December 31,
                                                     2009                2008
                                                  (UNAUDITED)           (AUDITED)
                                                 -------------       ------------

                                                   <c>                  <c>
ASSETS
CURRENT ASSETS:
   Cash                                           $     34,710       $      2,319
   Prepaid expense and other current asset              14,160              3,160
                                                  ------------       ------------
   Total current assets                                 48,870              5,479

PROPERTY AND EQUIPMENT, net                                864              1,371
                                                  ------------       ------------
Total assets                                      $     49,734       $      6,850
                                                  ============       ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses          $    173,325       $    152,837
   Convertible debt                                    931,919            931,919
   Note payable                                         15,647             15,647
   Loan payable                                         40,000             40,000
   Due to related parties                               23,085             78,385
   Deferred revenue                                        332                682
                                                  ------------       ------------
   Total current liabilities                         1,184,308          1,219,470
                                                  ------------       ------------

STOCKHOLDERS' DEFICIT:
   Common stock, par value $0.001,
    300,000,000 authorized, 142,620,739 and
     106,602,989 issued and outstanding at
     September 30, 2009 and December 31,
     2008, respectively                                142,621            106,603
   Additional paid-in-capital                        6,665,459          6,219,824
   Accumulated deficit                              (7,888,520)        (7,513,897)
   Subscription receivable                             (54,134)           (25,150)
                                                  ------------       ------------
   Total stockholders' deficit                      (1,134,574)        (1,212,620)
                                                  ------------       ------------

Total liabilities and stockholders' deficit       $     49,734       $      6,850
                                                  ============       ============
</TABLE>
See notes to unaudited consolidated financial statements

<PAGE>4
GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                For the Three Months Ended    For the Nine Months Ended
                                        September 30,               September 30,
                                     2009        2008            2009         2008
                                  ----------   ----------      ----------   ----------
                                 (Unaudited)   (Unaudited)    (Unaudited)  (Unaudited)

                                   <c>          <c>             <c>         <c>
Net Sales                        $    14,511   $    36,957   $    69,172   $   84,867
                                 -----------   -----------   -----------   ----------

Operating expenses
  Professional fees                    7,832        10,468        30,887       19,960
  Consulting fees                     27,070         6,920        45,310      209,249
  Compensation                        21,120        47,199        60,662      337,669
  Other selling, general and
    administrative                    43,621        36,124       107,597      124,278
                                 -----------     ---------   -----------   ----------
    Total operating expenses          99,643       100,711       224,456      691,156
                                 -----------     ---------   -----------   ----------
Loss from operations                 (85,132)      (63,754)     (175,284)    (606,289)
                                 -----------     ---------   -----------   ----------
Other income (expenses):
  Other expense                            -             -             -          (75)
  Gain on settlement of debt               -             -             -      469,284
  Impairment expense                       -             -             -   (1,717,602)
  Interest expense                    (1,113)       (1,113)     (199,339)  (1,051,943)
                                 -----------     ---------   -----------   ----------
    Total other income (expenses)     (1,113)       (1,113)     (199,339)  (2,300,336)
                                 -----------     ---------   -----------   ----------

Loss before provision for
  income taxes                       (86,245)      (64,867)     (374,623)  (2,906,625)
Provision for income taxes                 -             -             -            -
                                 -----------     ---------   -----------   ----------
  Net loss                       $   (86,245)  $   (64,867)  $  (374,623) $(2,906,625)
                                 ===========   ===========   ===========  ===========

Net loss per common share
    - basic and diluted          $         -   $         -   $         -  $     (0.06)
                                 ===========   ===========   ===========  ===========
  Weighted average number of
   shares outstanding- basic
   and diluted                   141,389,035    57,961,293   130,816,886   46,352,392
                                 ===========    ==========   ===========   ==========
</TABLE>
See notes to unaudited consolidated financial statements



<PAGE>5
GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                                      For the Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                       2009              2008
                                                       ----              ----
                                                    (Unaudited)       (Unaudited)

                                                     <c>               <c>
Cash flows from operating activities:
  Net loss                                            $ (374,623)     $(2,906,625)
                                                      ----------      -----------
  Adjustments to reconcile net loss to net cash
   used in operations:
    Depreciation                                             507            1,893
    Common stock issued for services                       8,090          257,920
    Stock warrants issued for services                         -           17,894
    Amortization of prepaid expense in connection
      with deferred compensation                               -          142,585
    Gain on settlement of debt                                 -         (469,284)
    Interest expense for the settlement of a related
      party loan                                         196,000                -
    Interest expense in connection with the
      settlement agreement                                     -        1,049,717
    Impairment of goodwill                                     -        1,717,602
  Changes in assets and liabilities:
    Prepaid expenses and other                           (11,000)               -
    Accounts receivable and accrued expenses              20,488          (22,426)
    Deferred revenues                                       (350)            (976)
                                                       ---------        ---------
          Total adjustments                              213,735        2,694,925
                                                       ---------        ---------
Net cash used in operating activities                   (160,888)        (211,700)
                                                       ---------        ---------
 Cash flows from financing activities
  Proceeds from sale of common stock                     199,579          303,412
  Proceeds from related parties                                -            8,000
  Payments on related party advances                      (6,300)         (91,100)
                                                       ---------        ---------
Net cash provided by financing activities                193,279          220,312
                                                       ---------        ---------
Net increase in cash                                      32,391            8,612
Cash - beginning of the year                               2,319              850
                                                       ---------        ---------
Cash - end of the period                               $  34,710        $   9,462
                                                       =========        =========



<PAGE>6

Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                           $       -        $       -
                                                       =========        =========
    Income taxes                                       $       -        $       -
                                                       =========        =========
NON-CASH INVESTING AND FINANCIAL ACTIVITIES:
  Common stock issued for future services              $       -        $ 101,367
                                                       =========        =========
  Common stock issued for settlement of loans          $  49,000        $ 149,598
                                                       =========        =========
</TABLE>
See notes to unaudited consolidated financial statements



<PAGE>7

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                         September 30, 2009

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

Basis of presentation

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q.
Accordingly, the consolidated financial statements do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments considered necessary for a fair presentation
have been included and such adjustments are of a normal recurring
nature.  These consolidated financial statements should be read in
conjunction with the financial statements for the year ended December
31, 2008 and notes thereto contained in the Report on Form 10-K of
Genesis Electronics Group, Inc. and Subsidiary ("our Company" or the
"Company") as filed with the Securities and Exchange Commission (the
"Commission").  The results of operations for the nine months ended
September 30, 2009 are not necessarily indicative of the results for the
full fiscal year ending December 31, 2009.

The unaudited consolidated financial statements are prepared in
accordance with generally accepted accounting principles in the United
States of America ("US GAAP").  The unaudited consolidated statements
include the accounts of Genesis Electronics Group, 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, (the "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



<PAGE>8

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                            September 30, 2009

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

The share exchange is being accounted for as a purchase method
acquisition pursuant to 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.  The Company is the acquirer for accounting purposes and
Genesis is the acquired company.

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

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

Acquisition with Genesis

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

The share exchange  consideration included the issuance of 1,907,370
shares of the Company's stock valued at $0.03 per share (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 acquisition 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.



<PAGE>9

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                            September 30, 2009

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, during fiscal year 2008, the Company recorded an impairment
of goodwill of $1,717,602 on the accompanying statement of operations.

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

                                  The Company         The Company
                                  and Genesis         and Genesis
                                 for the nine         for the nine
                                 months ended         months ended
                             September 30, 2009   September 30, 2008
                                 --------------     --------------
Pro forma revenues                $ 69,172            $ 84,867
Pro forma loss from
  operations                      (175,284)           (748,870)
Pro forma net loss                (374,623)         (3,065,012)
Pro forma loss per share          $  (0.00)           $  (0.07)
Pro forma diluted loss
  per share                       $  (0.00)           $  (0.07)

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

Reclassification

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




<PAGE>10

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                            September 30, 2009

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates. Significant estimates in 2009 and 2008 include the valuation
of stock-based compensation, and the useful life of property, equipment,
website development and valuation of beneficial conversion feature in
connection with convertible debt.

Cash and Cash Equivalents

For purposes of the unaudited 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.

The carrying amounts reported in the unaudited 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.



<PAGE>11

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                           September 30, 2009

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.  The Company did not consider
it necessary to record any impairment charges during the nine months
ended September 30, 2009.  For the nine months ended September 30, 2008,
the Company recorded an impairment of goodwill of $1,717,602 on the
accompanying statement of operations.

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 nine months ended September 30, 2009, 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

<PAGE>12

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                            September 30, 2009

dilutive common stock equivalents in the weighted average shares
outstanding as they would be anti-dilutive.  As of September 30, 2009
and 2008, there were options and warrants to purchase 2,025,000 shares
of common stock which could potentially dilute future earnings per
share.

Income Taxes

Income taxes are accounted for under 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.

Research and Development

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

Subsequent Events

For the purposes of determining whether a post-balance sheet event
should be evaluated to determine whether it has an effect on the
financial statements for the period ending September 30, 2009,
subsequent events were evaluated by the Company as of November 5, 2009,
the date on which the unaudited consolidated financial statements at and
for the period ended September 30, 2009, were available to be issued.

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



<PAGE>13

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                          September 30, 2009

the customers' websites. The transaction fee income is recognized as
earned when funds transfers (via credit card or other forms of payments)
between the buyer and seller has been authorized.
     -    Revenues from website hosting fees are recognized when earned.
Web hosting fees received in advance are reflected as deferred revenue
on the accompanying balance sheet.

Recent accounting pronouncements

In June 2008, the FASB ratified Emerging Issues Task Force Issue No. 07-
5, "Determining Whether an Instrument (or Embedded Feature) is Indexed
to an Entity's Own Stock."  EITF 07-5 mandates a two-step process for
evaluating whether an equity-linked financial instrument or embedded
feature is indexed to the entity's own stock.  Warrants that a company
issues that contain a strike price adjustment feature, upon the adoption
of EITF 07-5, are no longer being considered indexed to the company's
own stock.  Accordingly, adoption of EITF 07-5 will change the current
classification (from equity to liability) and the related accounting for
such warrants outstanding at that date.  EITF 07-5 is effective for
fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years.  The adoption of EITF 07-5 did not have a
material impact on our consolidated financial statements.

On October 10, 2008, the FASB issued FSP 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not
Active," which clarifies the application of SFAS 157 when the market for
a financial asset is inactive. Specifically, FSP 157-3 clarifies how (1)
management's internal assumptions should be considered in measuring fair
value when observable data are not present, (2) observable market
information from an inactive market should be taken into account, and
(3) the use of broker quotes or pricing services should be considered in
assessing the relevance of observable and unobservable data to measure
fair value. The Company is currently evaluating the impact of adoption
of FSP 157-3 on the Company's consolidated financial.

In November 2008, the FASB issued EITF Issue No. 08-7, "Accounting for
Defensive Intangible Assets," or EITF No. 08-7. EITF No. 08-7 discusses
that when an entity acquired in a business combination or an asset
acquisition an intangible asset that it did not intend to actively use,
otherwise known as a defensive asset, the entity historically allocated
little or no value to the defensive asset.  However, with the issuance
of SFAS No. 141(R) and SFAS No. 157 the entity must recognize a value
for the defensive asset that reflects the asset's highest and best use
based on market assumptions.  Upon the effective date of both SFAS No.
141(R) and SFAS No. 157, acquirers will generally assign a greater value
to a defensive asset than would typically have been assigned under SFAS
No. 141.  EITF No. 08-7 will be effective for the first annual reporting
period beginning on or after December 15, 2008.  EITF No. 08-7 will
apply prospectively to business combinations for which the acquisition



<PAGE>14

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                          September 30, 2009

date is after fiscal years beginning on or after December 15, 2008.  The
adoption of EITF No. 08-7 did not have a material impact on our results
of operations or financial condition.

In April 2009, the FASB issued SFAS No. 141 (R), "Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies." SFAS No. 141 (R) amends and clarifies SFAS No. 141,
"Business Combinations," in regards to the initial recognition and
measurement, subsequent measurement and accounting, and disclosures of
assets and liabilities arising from contingencies in a business
combination.  FSP SFAS No. 141 (R) applies to all assets acquired and
liabilities assumed in a business combination that arise from
contingencies that would be within the scope of SFAS No. 5, "Accounting
for Contingencies", if not acquired or assumed in a business
combination, except for assets or liabilities arising from contingencies
that are subject to specific guidance in SFAS No. 141 (R). FSP SFAS No.
141 (R) will be effective for the first annual reporting period
beginning on or after December 15, 2008.  FSP SFAS No. 141(R) will apply
prospectively to business combinations for which the acquisition date is
after fiscal years beginning on or after December 15, 2008.  The
adoption of SFAS No. 141 (R) did not have a material impact on our
results of operations or financial condition.
In April 2009, the FASB issued FSP FAS 157-4, which provides guidance
on how to determine the fair value of assets and liabilities when the
volume and level of activity for the asset or liability has
significantly decreased when compared with normal market activity for
the asset or liability as well as guidance on identifying circumstances
that indicate a transaction is not orderly.  FSP FAS 157-4 is effective
for interim and annual periods ending after June 15, 2009.  The Company
is currently evaluating the financial impact that FSP FAS. 157-4 will
have, but expects that the financial impact, if any, will not be
material on its Consolidated Financial Statements.
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, which amends
the requirements for the recognition and measurement of other-than-
temporary impairments for debt securities by modifying the current
"intent and ability" indicator.  Under FSP FAS 115-2 and FAS 124-2, an
other-than-temporary impairment must be recognized if the Company has
the intent to sell the debt security or the Company is more likely than
not will be required to sell the debt security before its anticipated
recovery.  In addition, FSP FAS 115-2 and FAS 124-2 requires impairments
related to credit loss, which is the difference between the present
value of the cash flows expected to be collected and the amortized cost
basis for each security, to be recognized in earnings while impairments
related to all other factors to be recognized in other comprehensive
income.  FSP FAS 115-2 and FAS 124-2 are effective for interim and
annual periods ending after June 15, 2009.  The Company is currently
evaluating the financial impact that FSP FAS 115-2 and FAS 124-2 will
have, but expects that the financial impact, if any, will not be
material on its consolidated financial statements.

<PAGE>15

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                          September 30, 2009

In April 2009, the FASB issued FSP 107-1 and 28-1.  This FSP amends SFAS
107, to require disclosures about fair value of financial instruments
not measured on the balance sheet at fair value in interim financial
statements as well as in annual financial statements.  Prior to this
FSP, fair values for these assets and liabilities were only disclosed
annually.  This FSP applies to all financial instruments within the
scope of SFAS 107 and requires all entities to disclose the method(s)
and significant assumptions used to estimate the fair value of financial
instruments.  This FSP shall be effective for interim periods ending
after June 15, 2009, with early adoption permitted for periods ending
after March 15, 2009.  An entity may early adopt this FSP only if it
also elects to early adopt FSP 157-4 and 115-2 and 124-2.  This FSP does
not require disclosures for earlier periods presented for comparative
purposes at initial adoption.  In periods after initial adoption, this
FSP requires comparative disclosures only for periods ending after
initial adoption.  The Company is currently evaluating the disclosure
requirements of this new FSP.

In April 2009, the FASB issued Staff Position No. FAS 107-1 and APB 28-
1, Interim Disclosures about Fair Value of Financial Instruments (FAS
107-1 and APB 28-1), which requires publicly traded companies to include
in their interim financial reports certain disclosures about the
carrying value and fair value of financial instruments previously
required only in annual financial statements and to disclose changes in
significant assumptions used to calculate the fair value of financial
instruments.  FAS 107-1 and APB 28-1 is effective for all interim
reporting periods ending after June 15, 2009, with early adoption
permitted for interim reporting periods ending after March 15, 2009.
The Company adopted FAS 107-1 and APB 28-1 in the second quarter of
2009.  The adoption did not have a material impact on the Company's
consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS
165).  SFAS 165 establishes general standards for accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are available to be issued (subsequent events).
More specifically, SFAS 165 sets forth the period after the balance
sheet date during which management of a reporting entity should
evaluate events or transactions that may occur for potential
recognition in the financial statements, identifies the circumstances
under which an entity should recognize events or transactions occurring
after the balance sheet date in its financial statements and the
disclosures that should be made about events or transactions that occur
after the balance sheet date.  SFAS 165 provides largely the same
guidance on subsequent events which previously existed only in auditing
literature.  The statement was adopted by the Company in its second
quarter and did not have an impact on its Consolidated Financial
Statements.


<PAGE>16

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                          September 30, 2009

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting
Standards Codification and Hierarchy of Generally Accepted Accounting
Principles, a replacement of FASB Statement No. 162 (SFAS 168).  SFAS
168 establishes the FASB Standards Accounting Codification
(Codification) as the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied to
nongovernmental entities and rules and interpretive releases of the SEC
as authoritative GAAP for SEC registrants.  The Codification will
supersede all the existing non-SEC accounting and reporting standards
upon its effective date and subsequently, the FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging
Issues Task Force Abstracts.  SFAS 168 also replaces FASB Statement No.
162, The Hierarchy of Generally Accepted Accounting Principles, given
that once in effect, the Codification will carry the same level of
authority.  SFAS 168 will be effective for financial statements issued
for reporting periods that end after September 15, 2009.

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.

NOTE 2 - PROPERTY AND EQUIPMENT

At September 30, 2009, property and equipment consist of the following:

                                             Useful Life
                                               (Years)
                                             -----------
  Computer equipment and software                  5       $  12,542
  Office furniture and fixtures and
    equipment                                      7           4,328
                                                           ---------
                                                              16,870
  Less accumulated depreciation                              (16,006)
                                                            --------
                                                            $    864
                                                            ========

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

                                             Useful Life
                                               (Years)
                                             -----------
  Computer equipment and software                  5       $  12,542
  Office furniture and fixtures and
    equipment                                      7           4,328
                                                           ---------
                                                              16,870



<PAGE>17

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                          September 30, 2009


  Less accumulated depreciation                              (15,499)
                                                            --------
                                                            $  1,371

For the nine months ended September 30, 2009 and 2008, depreciation
expense amounted to $507 and $1,893, respectively.


NOTE 3 - LOANS PAYABLE

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 September 30, 2009, loans
payable and related accrued interest amounted to $40,000 and $10,771,
respectively.  As of December 31, 2008, loans payable and related
accrued interest amounted to $40,000 and $8,371, respectively.


NOTE 4 - RELATED PARTY TRANSACTIONS

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 September 30, 2009 and December 31, 2008, the Company
owed these related parties $23,085 and $78,385, respectively.

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


NOTE 5 - NOTE PAYABLE

On May 22, 2008, in connection with the acquisition, the Company assumed
a note payable from a third party.  These loans bear 8% interest per
annum and is payable on demand.  As of September 30, 2009, note payable
and related accrued interest amounted to $15,647 and $7,167,
respectively.  As of December 31, 2008, note payable and related accrued
interest amounted to $15,647 and $6,228, respectively.


NOTE 6 - CONVERTIBLE DEBT

On May 22, 2008, in connection with the acquisition, the Company assumed
certain debts from a third party, Corporate Debt Solutions ("Corporate
Debt") amounting to $1,049,717.  Corporate Debt assumed a total of
$1,049,717 of promissory notes issued by two former officers of Genesis

<PAGE>18

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                         September 30, 2009

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.  Pursuant to the settlement agreement,
the Company shall issue shares of common stock and deliver to Corporate
Debt, to satisfy the principal and interest due and owing through the
issuance of freely trading securities of up to 100,000,000 shares.  The
parties have agreed that Corporate Debt shall have no ownership rights
to the Settlement Shares not yet issued until it has affirmed to the
Company that it releases the Company for the proportionate amount of
claims represented by each issuance.  The said requested number of
shares of common stock is not to exceed 4.99% of the outstanding stock
of the Company at any one time.  In connection with this settlement
agreement, the Company recorded and deemed such debt as a convertible
liability with a fixed conversion price of $0.01.  Accordingly, the
Company recognized a total debt discount of $1,049,717 due to a
beneficial conversion feature and such debt discount was immediately
amortized to interest expense during fiscal year 2008.

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

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

At September 30, 2009 and December 31, 2008, convertible debt amounted
to $931,919.


NOTE 7 - GOING CONCERN

The accompanying unaudited consolidated financial statements are
prepared assuming the Company will continue as a going concern.  Going
concern contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of
time.  The Company was in the development stage through December 31,
2005 and has an accumulated deficit of $7,888,520, had net losses,
negative working capital and negative cash flows from operations for the
nine months ended September 30, 2009 of $374,623, $1,135,438 and
$160,888 respectively.  While the Company is attempting to increase
revenues, the growth has not been significant enough to support the
Company's daily operations.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.  The accompanying
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.  For the nine months ended
September 30, 2009, the Company sold 30,917,750 common shares for net



<PAGE>19

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                        September 30, 2009

proceeds of $160,329 and subscription receivable of $68,234.  For the
nine months ended September 30, 2009 the Company collected subscription
receivable of $39,250.

Management is attempting to raise additional funds by way of a public or
private offering.  While the Company believes in the viability of its
strategy to increase sales volume and in its ability to raise additional
funds, there can be no assurances to that effect.  The Company
shareholders have continued to advance funds to the Company but there
can be no assurance that future advances will be made available.  The
Company's limited financial resources have prevented the Company from
aggressively advertising its products and services to achieve consumer
recognition.  These financial statements do not include any adjustments
relating to the recoverability and classifications of recorded assets,
or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.

NOTE 8 - STOCKHOLDERS' DEFICIT

Common Stock

For the nine months ended September 30, 2009, the Company received net
proceeds of $160,329 and subscription receivable of $68,234 from the
sale of 30,917,750 shares of the Company's common stock.

For the nine months ended September 30, 2009, the Company collected
subscription receivable of $39,250.

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

Between August 2009 and September 2009, the Company issued an aggregate
of 200,000 shares of common stock for technical advisory services
rendered.  The Company valued these common shares at the fair value on
the date of grant ranging approximately from $.03 to $.05 per share or
$8,090.  In connection with issuance of these shares, the Company
recorded stock-based consulting expense of $8,090 during the nine months
ended September 30, 2009.



<PAGE>20

              Genesis Electronics Group, Inc. and Subsidiary
           Notes to Unaudited Consolidated Financial Statements
                        September 30, 2009

Stock Options

A summary of the stock options as of September 30, 2009 and changes
during the periods is presented below:

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

The following table summarizes the Company's stock option outstanding at
September 30, 2009:
                              OPTIONS OUTSTANDING AND EXERCISABLE
                              -----------------------------------
                                         WEIGHTED       WEIGHTED
                                          AVERAGE       AVERAGE
          RANGE OF                       REMAINING      EXERCISE
      EXERCISE PRICE       NUMBER          LIFE          PRICE
      --------------       ------        ---------      --------
           $ 0.40        2,025,000     1 year after       0.40
                                       effective
                                       registration

NOTE 9 - SUBSEQUENT EVENTS

In October 2009, the Company received net proceeds of approximately
$51,050 and subscription receivable of $45,500 from the sale of
5,222,500 shares of the Company's common stock.

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

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



<PAGE>21

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

On May 22, 2008, we completed an acquisition of Genesis Electronics,
Inc., a Delaware corporation.  Genesis was originally formed in Delaware
on October 22, 2001.  Genesis is a developmental stage electronics
company with a patented process for charging a battery from solar energy
and efficiently transferring that energy to the battery of an electronic
device.  This increases the life and, as a result, the need to replace
the devices' battery and eliminates the need to charge the device by
plugging into the power grid with an adapter.  Genesis has working
prototypes of a solar charger designed for the Apple iPhone and expects
to market this product and similar products in the near future.

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

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

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 solar charger and related products and the Pricester Custom
Designed Websites, hosting and transaction fees, our revenues are not
increasing at a rate sufficient to cover our monthly expenses in the
near future.  We will have to seek alternative funding through debt or
equity financing in the next twelve months that could result in
increased dilution to the shareholders.  No specific terms of possible
equity or debt financing have been determined or pursued.

GOING CONCERN

As reflected in the accompanying consolidated financial statements, we
had an accumulated deficit of approximately $7.9 million, a working
capital deficit of $1,135,438, had net losses for the nine months ended
September 30, 2009 of $374,623 and cash used in operations during the
nine months ended September 30, 2009 of $160,888.  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



<PAGE>22

that effect. Our limited financial resources have prevented us from
aggressively advertising our products and services to achieve consumer
recognition.  Our ability to continue as a going concern is dependent on
our ability to further implement our business plan and generate
increased revenues.

CRITICAL ACCOUNTING POLICIES

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

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

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

<PAGE>23

Results of Operations.

For the nine months ended September 30, 2009 compared to the nine months
ended September 30, 2008

Net sales for the nine months ended September 30, 2009 were $69,172 as
compared to net sales of $84,867 for the nine months ended September 30,
2008, a decrease of $15,695 or approximately 19%.  We are continuing to
create customer awareness for our products.  The decrease in revenues is
primarily attributable to the non renewal of subscribers who had
completed their annual hosting commitment during the nine months ended
September 30, 2009.  There can be no assurances that we will continue to
recognize similar net revenue in future periods or that we will ever
report profitable operations.

Total operating expenses for the nine months ended September 30, 2009
were $244,456, a decrease of $446,700, or approximately 65%, from total
operating expenses for the nine months ended September 30, 2008 of
$691,156. This decrease is primarily attributable to:

      -   an increase of $10,927, or approximately 55%, in professional
fees incurred in connection with our SEC filings. This increase is
primarily related to increase in audit fees,

   -   a decrease of $163,939, or approximately 78%, in consulting fees
in connection with the issuance of our common stock for services
rendered and amortization of prepaid expense in connection with deferred
compensation in 2008.  This decrease is primarily attributable to a
decrease in issuance of our common stock for services rendered during
the nine months ended September 30, 2009 as compared to the same period
in 2008,

   -   a decrease of $277,007, or 82%, in compensation expense to
$60,662 for the nine months ended September 30, 2009 as compared to
$337,669 for the nine months ended September 30, 2008.  Compensation
expense which includes salaries and stock based compensations to our
employees.  During the nine months ended September 30, 2009, we did not
issue shares of our common stock as compensation to our employees and is
primarily attributable to this decrease. During the nine months ended
September 30, 2008, the Company 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.  Additionally, the
decrease is also attributable to the decrease in employees,

   -   a decrease of $16,681, or approximately 13%, 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 $175,284 for nine months ended
September 30, 2009 as compared to a loss from operations of $606,289 for
the nine months ended September 30, 2008.


<PAGE>24

Total other expense for the nine months ended September 30, 2009 were
$199,339, a decrease of $2,100,997, from total other expense for nine
months ended September 30, 2008 of $2,300,336.  This decrease is
primarily attributable to:

   -  a decrease of $852,604 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
during the nine months ended September 30, 2008.

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

We reported a net loss of $374,623 or (0.00) per share for the nine
months ended September 30, 2009 as compared to a net loss of $2,906,625
or $(0.06) per share for the nine months ended September 30, 2008.

For the three months ended September 30, 2009 compared to the three
months ended September 30, 2008

Net sales for the three months ended September 30, 2009 were $14,511 as
compared to net sales of $36,957 for the three months ended September
30, 2008, a decrease of $22,446 or approximately 61%.  We are continuing
to create customer awareness for our products.  The decrease in revenues
is primarily attributable to the non renewal of subscribers who had
completed their annual hosting commitment during the three months ended
September 30, 2009.  There can be no assurances that we will continue to
recognize similar net revenue in future periods or that we will ever
report profitable operations.

Total operating expenses for the three months ended September 30, 2009
were $99,643, a decrease of $1,068, or approximately 1%, from total
operating expenses for the three months ended September 30, 2008 of
$100,711.  This decrease is primarily attributable to:

      -   a decrease of $2,636, or approximately 25%, in professional
fees incurred in connection with our SEC filings. This increase is
primarily related to a decrease in accounting fees. During the nine
months ended September 30, 2008, accounting fees were higher due to the
acquisition of Genesis Electronics, Inc.

   -   an increase of $20,150, or approximately 291%, in consulting fees
in connection with the issuance of our common stock for services
rendered. The increase is primarily attributable to the issuance of
200,000 shares of our common stock for technical advisory services
rendered during the three months ended September 30, 2009 as compared to
the same period in 2008.

   -   a decrease of $26,079, or 55%, in compensation expense to $21,120
for the three months ended September 30, 2009 as compared to $47,199 for
the three months ended September 30, 2008.  Compensation expense which



<PAGE>25

includes salaries and stock based compensations to our employees.
During the three months ended September 30, 2009, the decrease is
primarily attributable to the decrease in employees,

   -   a slight increase of $7,497, or approximately 21%, in other
selling, general and administrative expenses.

We reported a loss from operations of $85,132 for three months ended
September 30, 2009 as compared to a loss from operations of $63,754 for
the three months ended September 30, 2008.

   -  Total other expense for the three months ended September 30, 2009
and 2008 was $1,113.

We reported a net loss of $86,245 or (0.00) per share for the three
months ended September 30, 2009 as compared to a net loss of $64,867 or
$(0.00) per share for the three months ended September 30, 2008.

Liquidity and Capital Resources

During the nine months ended September 30, 2009, we received net
proceeds of $160,329 and subscription receivable of $68,234 from the
sale of our common stock.  For the nine months ended September 30, 2009,
we collected subscription receivable of $39,250.  These funds were used
for working capital purposes.

Net cash used in operating activities for the nine months ended
September 30, 2009 amounted to $160,888 and was primarily attributable
to our net losses of $374,623 offset by depreciation of $507, stock
based expense of $8,090, interest expense of $196,000 in connection with
the settlement of a related party loan and changes in assets and
liabilities of $9,138.  Net cash used in operating activities for the
nine months ended  September 30, 2008 amounted to $211,700 and was
primarily attributable to our net losses of $2,906,625 offset by stock
based compensation of $275,814, amortization of prepaid expense in
connection with deferred compensation of $142,585, depreciation of
$1,893, 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
$23,402.

Net cash flows provided by financing activities was $193,279 for the
nine months ended September 30, 2009 as compared to net cash provided by
financing activities of $220,312 for the nine months ended September 30,
2008, a decrease of $27,033.  For the nine months ended September 30,
2009, we received proceeds from the sale of common stock and collection
of subscription receivable of $199,579 offset by payments on related
party advances of $6,300.  For the nine months ended September 30, 2008,
we received proceeds from the sale of common stock of $303,412, proceeds
from related parties of $8,000 and offset by payments on related party
advances of $91,100.



<PAGE>26

We reported a net increase in cash for the nine months ended September
30, 2009 of $32,391 as compared to a net increase in cash of $8,612 for
the nine months ended September 30, 2008.  At September 30, 2009, we had
cash on hand of $34,710.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2008, the FASB ratified Emerging Issues Task Force Issue No. 07-
5, "Determining Whether an Instrument (or Embedded Feature) is Indexed
to an Entity's Own Stock."  EITF 07-5 mandates a two-step process for
evaluating whether an equity-linked financial instrument or embedded
feature is indexed to the entity's own stock.  Warrants that a company
issues that contain a strike price adjustment feature, upon the adoption
of EITF 07-5, are no longer being considered indexed to the company's
own stock.  Accordingly, adoption of EITF 07-5 will change the current
classification (from equity to liability) and the related accounting for
such warrants outstanding at that date. EITF 07-5 is effective for
fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years.  The adoption of EITF 07-5 did not have a
material impact on our consolidated financial statements.

On October 10, 2008, the FASB issued FSP 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not
Active," which clarifies the application of SFAS 157 when the market for
a financial asset is inactive.  Specifically, FSP 157-3 clarifies how
(1) management's internal assumptions should be considered in measuring
fair value when observable data are not present, (2) observable market
information from an inactive market should be taken into account, and
(3) the use of broker quotes or pricing services should be considered in
assessing the relevance of observable and unobservable data to measure
fair value.  The Company is currently evaluating the impact of adoption
of FSP 157-3 on the Company's consolidated financial.

In November 2008, the FASB issued EITF Issue No. 08-7, "Accounting for
Defensive Intangible Assets," or EITF No. 08-7. EITF No. 08-7 discusses
that when an entity acquired in a business combination or an asset
acquisition an intangible asset that it did not intend to actively use,
otherwise known as a defensive asset, the entity historically allocated
little or no value to the defensive asset.  However, with the issuance
of SFAS No. 141(R) and SFAS No. 157 the entity must recognize a value
for the defensive asset that reflects the asset's highest and best use
based on market assumptions.  Upon the effective date of both SFAS No.
141(R) and SFAS No. 157, acquirers will generally assign a greater value
to a defensive asset than would typically have been assigned under SFAS
No. 141. EITF No. 08-7 will be effective for the first annual reporting
period beginning on or after December 15, 2008.  EITF No. 08-7 will
apply prospectively to business combinations for which the acquisition
date is after fiscal years beginning on or after December 15, 2008.  The
adoption of EITF No. 08-7 did not have a material impact on our results
of operations or financial condition.

In April 2009, the FASB issued SFAS No. 141 (R), "Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies." SFAS No. 141 (R) amends and clarifies SFAS No. 141,
"Business Combinations," in regards to the initial recognition and


<PAGE>27

measurement, subsequent measurement and accounting, and disclosures of
assets and liabilities arising from contingencies in a business
combination. FSP SFAS No. 141 (R) applies to all assets acquired and
liabilities assumed in a business combination that arise from
contingencies that would be within the scope of SFAS No. 5, "Accounting
for Contingencies", if not acquired or assumed in a business
combination, except for assets or liabilities arising from contingencies
that are subject to specific guidance in SFAS No. 141 (R).  FSP SFAS No.
141 (R) will be effective for the first annual reporting period
beginning on or after December 15, 2008.  FSP SFAS No. 141(R) will apply
prospectively to business combinations for which the acquisition date is
after fiscal years beginning on or after December 15, 2008.  The
adoption of SFAS No. 141 (R) did not have a material impact on our
results of operations or financial condition.

In April 2009, the FASB issued FSP FAS 157-4, which provides guidance
on how to determine the fair value of assets and liabilities when the
volume and level of activity for the asset or liability has
significantly decreased when compared with normal market activity for
the asset or liability as well as guidance on identifying circumstances
that indicate a transaction is not orderly.  FSP FAS 157-4 is effective
for interim and annual periods ending after June 15, 2009. T he Company
is currently evaluating the financial impact that FSP FAS. 157-4 will
have, but expects that the financial impact, if any, will not be
material on its Consolidated Financial Statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, which amends
the requirements for the recognition and measurement of other-than-
temporary impairments for debt securities by modifying the current
"intent and ability" indicator. Under FSP FAS 115-2 and FAS 124-2, an
other-than-temporary impairment must be recognized if the Company has
the intent to sell the debt security or the Company is more likely than
not will be required to sell the debt security before its anticipated
recovery. In addition, FSP FAS 115-2 and FAS 124-2 requires impairments
related to credit loss, which is the difference between the present
value of the cash flows expected to be collected and the amortized cost
basis for each security, to be recognized in earnings while impairments
related to all other factors to be recognized in other comprehensive
income. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual
periods ending after June 15, 2009.  The Company is currently evaluating
the financial impact that FSP FAS 115-2 and FAS 124-2 will have, but
expects that the financial impact, if any, will not be material on its
consolidated financial statements.

In April 2009, the FASB issued FSP 107-1 and 28-1.  This FSP amends SFAS
107, to require disclosures about fair value of financial instruments
not measured on the balance sheet at fair value in interim financial
statements as well as in annual financial statements.  Prior to this
FSP, fair values for these assets and liabilities were only disclosed
annually.  This FSP applies to all financial instruments within the
scope of SFAS 107 and requires all entities to disclose the method(s)
and significant assumptions used to estimate the fair value of financial
instruments.  This FSP shall be effective for interim periods ending
after June 15, 2009, with early adoption permitted for periods ending

<PAGE>28

after March 15, 2009.  An entity may early adopt this FSP only if it
also elects to early adopt FSP 157-4 and 115-2 and 124-2.  This FSP does
not require disclosures for earlier periods presented for comparative
purposes at initial adoption.  In periods after initial adoption, this
FSP requires comparative disclosures only for periods ending after
initial adoption.  The Company is currently evaluating the disclosure
requirements of this new FSP.

In April 2009, the FASB issued Staff Position No. FAS 107-1 and APB 28-
1, Interim Disclosures about Fair Value of Financial Instruments (FAS
107-1 and APB 28-1), which requires publicly traded companies to include
in their interim financial reports certain disclosures about the
carrying value and fair value of financial instruments previously
required only in annual financial statements and to disclose changes in
significant assumptions used to calculate the fair value of financial
instruments.  FAS 107-1 and APB 28-1 is effective for all interim
reporting periods ending after June 15, 2009, with early adoption
permitted for interim reporting periods ending after March 15, 2009.
The Company adopted FAS 107-1 and APB 28-1 in the second quarter of
2009.  The adoption did not have a material impact on the Company's
consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS
165).  SFAS 165 establishes general standards for accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are available to be issued (subsequent events).
More specifically, SFAS 165 sets forth the period after the balance
sheet date during which management of a reporting entity should
evaluate events or transactions that may occur for potential
recognition in the financial statements, identifies the circumstances
under which an entity should recognize events or transactions occurring
after the balance sheet date in its financial statements and the
disclosures that should be made about events or transactions that occur
after the balance sheet date.  SFAS 165 provides largely the same
guidance on subsequent events which previously existed only in auditing
literature.  The statement was adopted by the Company in its second
quarter and did not have an impact on its Consolidated Financial
Statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting
Standards Codification and Hierarchy of Generally Accepted Accounting
Principles, a replacement of FASB Statement No. 162 (SFAS 168).  SFAS
168 establishes the FASB Standards Accounting Codification
(Codification) as the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied to
nongovernmental entities and rules and interpretive releases of the SEC
as authoritative GAAP for SEC registrants.  The Codification will
supersede all the existing non-SEC accounting and reporting standards
upon its effective date and subsequently, the FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging
Issues Task Force Abstracts.  SFAS 168 also replaces FASB Statement No.
162, The Hierarchy of Generally Accepted Accounting Principles, given
that once in effect, the Codification will carry the same level of
authority.  SFAS 168 will be effective for financial statements issued
for reporting periods that end after September 15, 2009.

<PAGE>29

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 3.  Quantitative and Qualitative Disclosures About Market Risk

We do not consider the effects of interest rate movements to be a
material risk to our financial condition.  We do not hold any derivative
instruments and do not engage in any hedging activities.


Item 4T.  Controls and Procedures

Evaluation of Changes in Internal Control over Financial Reporting:

During the three months ended September 30, 2009, there were no changes
in our internal controls over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to material affect, our internal
control over financial reporting.

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 and Chief Financial Officer, 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 report.  Based on that evaluation, our
CEO and CFO, or the persons performing similar functions, concluded that
our disclosure controls and procedures were effective as of September
30, 2009.




<PAGE>30

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  None.

Item 1A. Risk Factors.  Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

For the nine months ended September 30, 2009, Genesis received net
proceeds of $160,329 and subscription receivable of $68,234 from the
sale of 30,917,750 shares of Genesis' common stock.

In May 2009, Genesis issued 4,900,000 shares of common stock to Raymond
Purdon, an officer and director of Genesis in connection with a
settlement of related party loans of $49,000.  Genesis valued these
common shares at the fair market value on the date of grant at $0.05 per
share or $245,000.

Between August 2009 and September 2009, Genesis issued an aggregate of
200,000 shares of common stock to non-affiliates for technical advisory
services rendered.  Genesis valued these common shares at the fair value
on the date of grant ranging approximately from $.03 to $.05 per share
or $8,090.

In October 2009, we sold 5,222,500 shares of our common stock to non-
affiliates for net proceeds of $51,050 and subscription receivable of
$45,500.

In October 2009, Genesis issued 1,000,000 shares of our common stock to
Edward C. Dillon, our CEO, in connection with an employment agreement.

In October 2009, Genesis issued 1,000,000 shares of our common stock to
Raymond Purdon, an officer and director of Genesis in connection with an
employment agreement.

In October 2009, Genesis issued in aggregate 150,000 shares of common
stock to Howard Neu, Lee Taylor and Nelson Stark, three officers of
Genesis for services rendered.


Item 3. Defaults Upon Senior Securities.  None.

Item 4. Submission of Matters to a Vote of Security Holders.  None.

Item 5. Other Information.  None.

Item 6. Exhibits

       Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
       Exhibit 32 - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002







<PAGE>31

SIGNATURES

Pursuant to the requirements 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.

Dated:  November 10, 2009

GENESIS ELECTRONICS GROUP, INC.

By: /s/ Edward C. Dillon
---------------------------
Edward C. Dillon, CEO and Director