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 March 31, 2011
-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.
               (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 has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).  Yes [ ]   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.
May 20, 2011:  Common Stock  -  176,000,906



<PAGE>2
GENESIS ELECTRONICS GROUP, INC.
FORM 10-Q
For the quarterly period ended March 31, 2011
INDEX

                                                             Page
                                                             ----

PART I - FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements (Unaudited)         3
Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations      25
Item 3.  Quantitative and Qualitative Disclosure About
           Market Risk                                        33
Item 4.  Controls and Procedures                              33

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                    35
Item 1A. Risk Factors                                         35
Item 2.  Unregistered Sales of Equity Securities and Use
           of Proceeds                                        35
Item 3.  Defaults upon Senior Securities                      35
Item 4.  Removed and Reserved                                 35
Item 5.  Other Information                                    35
Item 6.  Exhibits                                             35

SIGNATURES                                                    36





<PAGE>3
             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEETS

                                     March 31, 2011  December 31, 2010
                                     --------------  -----------------
                    ASSETS             (Unaudited)

CURRENT ASSETS:
 Cash                                 $    15,400        $     5,485
 Inventory                                  1,519              1,257
 Prepaid expense and other current
  asset                                    47,248              3,160
 Deferred offering cost                   300,000            300,000
                                      -----------        -----------
    Total current assets                  364,167            309,902

 License agreement, net                    61,334             84,334
                                      -----------        -----------
 Total assets                         $   425,501        $   394,236
                                      ===========        ===========
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
  Accounts payable and accrued
   expenses                            $  202,208        $   206,872
  Accrued payable on license agreement     45,000             50,000
  Secured convertible debentures,
   net of debt discount                    27,737             21,168
  Convertible promissory notes,
   net of debt discount                    41,593                  -
  Convertible debt                        931,919            931,919
  Note payable                             15,647             15,647
  Loans payable                            40,000             40,000
  Due to related party                      6,010             11,510
                                      -----------        -----------
    Total current liabilities           1,310,114          1,277,116
                                      -----------        -----------
 STOCKHOLDERS' DEFICIT:
  Common stock, $0.001 par value,
   300,000,000 authorized, 171,906,906
   and 168,831,906 issued and
   outstanding, at March 31, 2011 and
   December 31, 2010, respectively        171,907            168,832
  Additional paid-in capital            8,066,028          7,907,153
  Accumulated deficit                  (9,119,048)        (8,953,865)
  Subscription receivable                  (3,500)            (5,000)
                                      -----------        -----------
    Total stockholders' deficit          (884,613)          (882,880)
                                      -----------        -----------
 Total liabilities and stockholders'
  deficit                             $   425,501        $   394,236
                                      ===========        ===========

            See notes to unaudited consolidated financial statements.


<PAGE>4

             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 Three Months Ended
                                                      March 31,
                                                 ------------------
                                                 2011          2010
                                                 ----          ----
                                              (Unaudited)   (Unaudited)

Net Sales                                   $      6,051  $      7,662
                                            ------------  ------------
Operating expenses:
   Cost of sales                                   5,092         3,855
   Professional fees                              21,074        11,033
   Consulting fees                                46,350        16,380
   Compensation                                    8,559        20,640
   Other selling, general and administrative      61,193        57,700
                                            ------------  ------------
         Total operating expenses                142,268       109,608
                                            ------------  ------------
Loss from operations                            (136,217)     (101,946)
                                            ------------  ------------
Other expenses:
   Interest expense                              (28,966)       (1,113)
                                            ------------  ------------
         Total other expenses                    (28,966)       (1,113)
                                            ------------  ------------
Loss before provision for income taxes          (165,183)     (103,059)

Provision for income taxes                             -             -
                                            ------------  ------------
Net loss                                    $   (165,183) $   (103,059)
                                            ============  ============
Net loss per common share - basic and
 diluted                                    $          -  $          -
                                            ============  ============
Weighted average number of shares
   outstanding - basic and diluted           170,223,479   153,079,543
                                             ===========   ===========

        See notes to unaudited consolidated financial statements.



<PAGE>5
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 Three Months Ended
                                                      March 31,
                                                 ------------------
                                                 2011          2010
                                                 ----          ----
                                              (Unaudited)   (Unaudited)

Cash flows from operating activities:
 Net loss                                     $ (165,183)   $ (103,059)
                                              ----------    ----------
 Adjustments to reconcile net loss to
  net cash used in operations:
  Depreciation                                         -           168
  Amortization of license agreement               23,000        26,125
  Common stock issued for services                     -        10,000
  Amortization of prepaid expense in connection
   with the issuance of common stock issued
   for prepaid services                           40,000             -
  Amortization of debt discount                   24,112             -
  Amortization of deferred financing cost          1,412             -
 Changes in assets and liabilities:
  Accounts payable and accrued expenses           (4,664)       (3,006)
  Accrued payable on license agreement            (5,000)      (10,000)
  Deferred revenues                                    -            28
                                              ----------    ----------
   Total adjustments                              78,598        23,315
                                              ----------    ----------
Net cash used in operating activities            (86,585)      (79,744)
                                              ----------    ----------
Cash flows from financing activities:
 Proceeds from sale of common stock               15,000       109,197
 Net proceeds from convertible promissory
  notes                                           87,000             -
 Payments on related party advances               (5,500)      (13,300)
                                              ----------    ----------
Net cash provided by financing activities         96,500        95,897
                                              ----------    ----------
Net increase (decrease) in cash                    9,915        16,153

Cash - beginning of year                           5,485        66,069
                                              ----------    ----------
Cash - end of period                          $   15,400    $   82,222
                                              ==========    ==========


<PAGE>6

Supplemental disclosure of cash flow
 information:
 Cash paid for:
  Interest                                    $        -    $        -
                                              ==========    ==========
  Income taxes                                $        -    $        -
                                              ==========    ==========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Beneficial conversion feature and debt
   discount in connection with the issuance
   of convertible promissory notes            $   68,450    $        -
                                              ==========    ==========

          See notes to unaudited consolidated financial statements.



<PAGE>7
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2010 and notes thereto contained in the Report on Form 10-
K of Genesis Electronic 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 three months
ended March 31, 2011 are not necessarily indicative of the results for
the full fiscal year ending December 31, 2010.

The unaudited 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. and its wholly-owned
subsidiary.

All significant inter-company balances and transactions have been
eliminated.

FASB Accounting Standards Codification

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



<PAGE>8
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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



<PAGE>9
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Acquisition of Genesis

On May 22, 2008, the Company entered into an Agreement and Plan of
Share Exchange (the "Acquisition Agreement") by and among the Company,
Genesis Electronics, Inc. ("Genesis") and the Genesis Stockholders.
Upon closing of the merger transaction contemplated under the

Acquisition Agreement (the "Acquisition"), on May 22, 2008 the Company
acquired all of the outstanding common shares of Genesis and Genesis
became a wholly-owned subsidiary of the Company.

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

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 2011 and 2010 include
the assumptions used to calculate stock-based compensation and debt
discount, and the useful life of property and equipment.

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.
The Company places its cash with a high credit quality financial
institution.  The Company's account at this institution is insured by
the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.  In
addition to the basic insurance deposit coverage, the FDIC is providing
temporary unlimited coverage for non-interest bearing transaction
accounts through December 31, 2012.  For the three months ended March
31, 2011 and for the year ended December 31, 2010, the Company has not
reached bank balances exceeding the FDIC insurance limit.  To reduce
its risk associated with the failure of such financial institution, the
Company evaluates at least annually the rating of the financial
institution in which it holds deposits.



<PAGE>10
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)Fair Value of Financial Instruments

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

ASC 820 defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Additionally,

ASC 820 requires the use of valuation techniques that maximize the use
of observable inputs and minimize the use of unobservable inputs. These
inputs are prioritized below:

   Level 1: Observable inputs such as quoted market prices in active
markets for identical assets or liabilities

   Level 2: Observable market-based inputs or unobservable inputs that
are corroborated by market data

   Level 3: Unobservable inputs for which there is little or no market
data, which require the use of the reporting entity's own assumptions.

Cash and cash equivalents include money market securities that are
considered to be highly liquid and easily tradable as of March 31, 2011
and December 31, 2010.  These securities are valued using inputs
observable in active markets for identical securities and are therefore
classified as Level 1 within our fair value hierarchy.

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

The carrying amounts reported in the consolidated balance sheet for
cash, accounts payable, accrued expenses, loans payable, notes payable,
and due to related parties approximate their fair market value based on
the short-term maturity of these instruments. The carrying amount of
the convertible debentures and notes at March 31, 2011, approximate
their respective fair value based on the Company's incremental
borrowing rate.



<PAGE>11
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Impairment of Long-lived Assets

Long-Lived Assets of the Company are reviewed for impairment whenever
events or circumstances indicate that the carrying amount of assets may
not be recoverable, pursuant to guidance established in ASC 360-10-35-
15, "Impairment or Disposal of Long-Lived Assets". The Company
recognizes an impairment loss when the sum of expected undiscounted
future cash flows is less than the carrying amount of the asset. The
amount of impairment is measured as the difference between the asset's
estimated fair value and its book value. The Company did not consider
it necessary to record any impairment charges during the three months
ended March 31, 2011 and 2010.

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board, or FASB,
issued FASB ASC Topic 718: Compensation - Stock Compensation ("ASC
718"). Under ASC 718, companies are required to measure the
compensation costs of share-based compensation arrangements based on
the grant-date fair value and recognize the costs in the financial
statements over the period during which employees are required to
provide services. Share-based compensation arrangements include stock
options, restricted share plans, performance-based awards, share
appreciation rights and employee share purchase plans. Companies may
elect to apply this statement either prospectively, or on a modified
version of retrospective application under which financial statements
for prior periods are adjusted on a basis consistent with the pro forma
disclosures required for those periods under ASC 718. Upon adoption of
ASC 718, the Company elected to value employee stock options using the
Black-Scholes option valuation method that uses assumptions that relate
to the expected volatility of the Company's common stock, the expected
dividend yield of our stock, the expected life of the options and the
risk free interest rate. Such compensation amounts, if any, are
amortized over the respective vesting periods or period of service of
the option grant. For the three months ended March 31, 2011 and 2010,
the Company did not grant any stock options to employees.



<PAGE>12
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Net Loss per Common Share

Net loss per common share are calculated in accordance with ASC Topic
260: Earnings Per Share. Basic loss per share is computed by dividing
net loss by the weighted average number of shares of common stock
outstanding during the period. The computation of diluted net earnings
per share does not include dilutive common stock equivalents in the
weighted average shares outstanding as they would be anti-dilutive.  As
of March 31, 2011, there were options and warrants to purchase
2,025,000 shares of common stock and 99,191,900 shares equivalent
issuable pursuant to embedded conversion features which could
potentially dilute future earnings per share.  As of March 31, 2010,
there were options and warrants to purchase 2,025,000 shares and
93,191,998 shares equivalent issuable pursuant to embedded conversion
features of common stock which could potentially dilute future earnings
per share.

Income Taxes

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

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



<PAGE>13
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

penalties, accounting in interim periods, disclosures, and transition.
The adoption had no effect on the Company's consolidated financial
statements.

Research and Development

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

Related Parties

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

Revenue Recognition

The Company follows the guidance of the FASB ASC 605-10-S99 "Revenue
Recognition Overall - SEC Materials. The Company records revenue when
persuasive evidence of an arrangement exists, services have been
rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collectibility is reasonably
assured. The Company applies ASC 605-25: Multiple Element Arrangements,
to account for revenue arrangements with multiple deliverables. ASC
605-25 addresses certain aspects of accounting by a vendor for
arrangements under which the vendor will perform multiple revenue-
generating activities. When an arrangement involves multiple elements,
the entire fee from the arrangement is allocated to each respective
element based on its relative fair value and recognized when revenue
recognition criteria for each element are met. Fair value for each
element is established based on the sales price charged when the same
element is sold separately.

The following policies reflect specific criteria for the various
revenues streams of the Company:

The Company earns revenue primarily from website design, transaction
fees, hosting fees and sales of solar-powered consumer products.

<PAGE>14
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

   -  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.

   -  Revenues from the sale of solar-powered consumer products are
recognized upon delivery of the product to the customer.

Web hosting fees received in advance are reflected as deferred revenue
on the accompanying consolidated balance sheet.

Deferred Offering Cost

The Company defers as other current assets the direct incremental costs
of raising capital until such time as the offering is completed.  At
the time of the completion of the offering, the costs are charged
against the capital raised.  Should the offering be terminated,
deferred offering costs are charged to operations during the period in
which the offering is terminated. As of March 31, 2011, deferred
offering cost amounted to $300,000 in connection with the Securities
Purchase Agreement entered into May 2010 with Tangiers Investors, LP
("Investor"). At the time of the completion of the sale to the
investor, these deferred costs will be charged against the capital
raised.

Reclassification

Certain amounts in the 2011 consolidated financial statements have been
reclassified to conform to the 2010 presentation. Such
reclassifications had no effect on the reported net loss.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06, "Improving
Disclosures about Fair Value Measurements" an amendment to ASC Topic
820, "Fair Value Measurements and Disclosures."  This amendment
requires an entity to: (i) disclose separately the amounts of
significant transfers in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfers and (ii)
present separate information for Level 3 activity pertaining to gross
purchases, sales, issuances and settlements.  ASU No. 2010-06 is

<PAGE>15
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

effective for the Company's interim and annual reporting beginning
after December 15, 2009, with one new disclosure effective after
December 15, 2010. The adoption of ASU No. 2010-06 did not have a
material impact on the results of operations and financial condition.

In July 2010, the FASB issued ASU No. 2010-20, "Receivables (Topic
310): Disclosures about the Credit Quality of Financing Receivables and
the Allowance for Credit Losses". ASU 2010-20 requires additional
disclosures about the credit quality of a company's loans and the
allowance for loan losses held against those loans. Companies will need
to disaggregate new and existing disclosures based on how it develops
its allowance for loan losses and how it manages credit exposures.
Additional disclosure is also required about the credit quality
indicators of loans by class at the end of the reporting period, the
aging of past due loans, information about troubled debt
restructurings, and significant purchases and sales of loans during the
reporting period by class. The new guidance is effective for interim
and annual periods beginning after December 15, 2010. The adoption of
this standard did not have a material impact on the Company's
consolidated financial statements.

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

NOTE 2 - LICENSE AGREEMENT

During November 2009, the Company licensed the use of certain patents
from a third party. This license agreement will aid the Company as it
furthers its business plan. The patents are for the solar powered cell
phone and iPod chargers.

At March 31, 2011, license agreement consisted of the following:

                                            Useful Life
                                              (Years)
                                            -----------
  License agreement                             2          $ 196,500
  Less accumulated amortization                             (135,166)
                                                           ---------
                                                             $61,334
                                                           =========



<PAGE>16
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - LICENSE AGREEMENT (continued)

At December 31, 2010, license agreement consisted of the following:

                                            Useful Life
                                              (Years)
                                            -----------
  License agreement                             2          $ 196,500
  Less accumulated amortization                             (112,166)
                                                           ---------
                                                             $84,334
                                                           =========

For the three months ended March 31, 2011 and 2010, amortization
expense amounted to $23,000 and $26,125, respectively. Accrued payable
related to this license agreement as of March 31, 2011 and December 31,
2010 amounted to $45,000 and $50,000, respectively.

NOTE 3 - LOANS PAYABLE

On May 22, 2008, in connection with the acquisition of Genesis, the
Company assumed loans payable from certain third parties. These loans
bear 8% interest per annum and are payable on demand. As of March 31,
2011, loans payable and related accrued interest amounted to $40,000
and $15,571, respectively. As of December 31, 2010, loans payable and
related accrued interest amounted to $40,000 and $14,771, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

An officer of the Company advance funds to the Company for working
capital purposes. The advances are non-interest bearing and are payable
on demand. At March 31, 2011 and December 31, 2010, the Company owed
this related party $6,010 and $11,510, respectively.

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 March 31, 2011, note payable
and related accrued interest amounted to $15,647 and $9,045,
respectively. As of December 31, 2010, note payable and related accrued
interest amounted to $15,647 and $8,732, respectively.

NOTE 6 - CONVERTIBLE DEBT

On May 22, 2008, in connection with the acquisition of Genesis, the
Company assumed certain debts from a third party, Corporate Debt
Solutions ("Corporate Debt") amounting to $1,049,717. Corporate Debt
assumed a total of $1,049,717 of promissory notes issued by two former
officers of Genesis and a certain third party. These promissory notes
were issued to the Company's subsidiary, Genesis. Immediately following
the closing of the acquisition agreement, on May 23, 2008, the Company
entered into a settlement agreement with Corporate Debt Solutions

<PAGE>17
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - CONVERTIBLE DEBT (continued)

 ("Corporate Debt"). Pursuant to the settlement agreement, the Company
shall issue shares of common stock and deliver to Corporate Debt, to
satisfy the principal and interest due and owing through the issuance
of freely trading securities of up to 100,000,000 shares. The parties
have agreed that Corporate Debt shall have no ownership rights to the
Settlement Shares not yet issued until it has affirmed to the Company
that it releases the Company for the proportionate amount of claims
represented by each issuance.  The said requested number of shares of
common stock is not to exceed 4.99% of the outstanding stock of the
Company at any one time. In connection with this settlement agreement,
the Company recorded and deemed such debt as a convertible liability
with a fixed conversion price of $0.01. Accordingly, the Company
recognized a total debt discount of $1,049,717 due to a beneficial
conversion feature and such debt discount was immediately amortized to
interest expense during fiscal year 2008.  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 March 31, 2011 and December 31, 2010, convertible debt amounted to
$931,919.

NOTE 7 - SECURED CONVERTIBLE DEBENTURE

In May 2010, the Company issued a 9% Secured Convertible Debenture for
$20,000 to Tangiers Investors, LP in connection with the Securities
Purchase agreement. This debenture matured on December 23, 2010. The
Company did not receive the cash proceeds from such issuance of this
debenture and accordingly, the Company recorded deferred financing cost
of $20,000 and will be amortized over the term of the note. Such
deferred financing cost of $20,000 was amortized during fiscal 2010.
The Company is currently in negotiation with the note holder to pay off
this convertible debt.

The Company had the right to prepay any portion of the principal amount
at 150% of such amount along with the accrued interest. This debenture
including interest shall be convertible into shares of the Company's
common stock at the lower of $0.01 per share or a price of 70% of the
average of the two lowest volume weighted average price determined on
the then current trading market for ten trading days prior to
conversion at the option of the holder. On August 5, 2010, the Company
entered into an amendment agreement with the debenture holder whereby
the debenture shall be convertible at a fixed conversion price $0.005
per share.



<PAGE>18
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - SECURED CONVERTIBLE DEBENTURE (continued)

Additionally, in December 2010, the Company issued a 9% Secured
Convertible Debenture for $20,000 to Tangiers Investors, LP. This
debenture matures on September 15, 2011. The Company may prepay any
portion of the principal amount at 150% of such amount along with the
accrued interest. This debenture including interest shall be
convertible into shares of the Company's common stock at the lower of
$0.05 per share or a price of 70% of the average of the two lowest
volume weighted average price determined on the then current trading
market for ten trading days prior to conversion at the option of the
holder. In March 2011, the Company entered into an amendment agreement
with the debenture holder whereby this debenture shall be convertible
at a fixed conversion price $0.005 per share.

In accordance with ASC 470-20-25, the convertible debentures were
considered to have an embedded beneficial conversion feature (BCF)
because the effective conversion price was less than the fair value of
the Company's common stock. These convertible debentures were fully
convertible at the issuance date, therefore the portion of proceeds
allocated to the convertible debentures of $40,000 was determined to be
the value of the beneficial conversion feature and was recorded as a
debt discount and is being amortized over the term of this debenture.

Additionally, the Company evaluated whether or not the convertible debt
contains embedded conversion options, which meet the definition of
derivatives under ASC 815-15 "Accounting for Derivative Instruments and
Hedging Activities" and related interpretations.  The Company concluded
that since these convertible debts currently have a fixed conversion
price of $0.005, the convertible debts are not considered a derivative.

At March 31, 2011, convertible debentures consisted of the following:

                                            March 31, 2011
                                            --------------
Secured convertible debenture                  $ 40,000

Less: debt discount                             (12,263)
                                               --------
Secured convertible debenture - net            $ 27,737

At December 31, 2010, convertible debentures consisted of the
following:

                                           December 31, 2010
                                           -----------------
Secured convertible debenture                  $ 40,000

Less: debt discount                             (18,832)
                                               --------
Secured convertible debenture - net            $ 21,168



<PAGE>19
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - SECURED CONVERTIBLE DEBENTURE (continued)

During the three months ended March 31, 2011, amortization of debt
discount amounted to $6,569 and is included in interest expense. As of
March 31, 2011 and December 31, 2010, accrued interest on these
debentures amounted to $2,134 and $1,234, respectively.

NOTE 8 - CONVERTIBLE PROMISSORY NOTES

In January 2011, the Company issued a convertible promissory note
amounting to $50,000. The note bears interest at 8% per annum and
matures on October 5, 2011. The Company paid deferred financing cost of
$3,000 in connection with this note payable and is being amortized over
the term of the note. The note is convertible at the option of the
holder into shares of common stock beginning on the date which is 180
days after the date of this note, at a conversion price equal to 58% of
the average of three lowest trading prices during the 10 trading day
period of the Company's common stock prior to the date of conversion.

In February 2011, the Company issued a convertible promissory note
amounting to $42,500 with the same terms and conditions of the
convertible promissory note issued in January 2011. The Company paid
deferred financing cost of $2,500 in connection with this note payable
and is being amortized over the term of the note.

In accordance with ASC 470-20-25, the convertible note was considered
to have an embedded beneficial conversion feature (BCF) because the
effective conversion price was less than the fair value of the
Company's common stock. Therefore the portion of proceeds allocated to
the convertible debentures of $68,450 was determined to be the value of
the beneficial conversion feature and was recorded as a debt discount
and is being amortized over the term of the note. The Company evaluated
whether or not the convertible note contains embedded conversion
options, which meet the definition of derivatives under ASC 815-15
"Accounting for Derivative Instruments and Hedging Activities" and
related interpretations.  The Company concluded that the convertible
notes issued in January 2011 and March 2011 is not considered a
derivative until after 180 days from the date of issuance. As of March
31, 2011, accrued interest amounted to $1,428. As of March 31, 2011,
amortization of deferred financing cost on these notes amounted to
$1,412.

Convertible promissory note consisted of the following:

                                       March 31, 2011
                                       --------------
Secured convertible promissory note       $ 92,500

Less: debt discount                        (50,907)
                                          --------
Secured convertible promissory note - net $ 41,593





















































                                          ========

<PAGE>20
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - CONVERTIBLE PROMISSORY NOTES (Continued)

As of March 31, 2011, amortization of debt discount amounted to $17,543
and is included in interest expense.

NOTE 9 - 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 $9,119,048, had net losses,
negative working capital and negative cash flows from operations for
the three months ended March 31, 2011 of $165,183, $945,947 and $86,585
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 three months ended March
31, 2011, the Company sold 1,075,000 common shares for net proceeds of
$11,500 and subscription receivable of $2,000. For the three months
ended March 31, 2011 the Company collected subscription receivable of
$3,500 and received net proceeds of $87,000 from the issuance of
convertible promissory notes.

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 10 - STOCKHOLDERS' DEFICIT

Common Stock

For the three months ended March 31, 2011, the Company received net
proceeds of $11,500 and subscription receivable of $2,000 from the sale
of 1,075,000 shares of the Company's common stock.  In connection with
this sale of the Company's common stock, the Company issued 1,000,000
shares of common stock to an affiliated company whereby its president
is a director of the Company for net proceeds of approximately $10,000.

<PAGE>21
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES 10 - STOCKHOLDERS' DEFICIT (Continued)

For the three months ended March 31, 2011, the Company collected
subscription receivable of $3,500.

In February 2011, in connection with a consulting agreement, the
Company issued in aggregate 2,000,000 shares of common stock for public
relations and marketing services until June 2, 2011.  The Company
valued these common shares at the fair value on the date of grant at
$.04 per share or $80,000 and recorded stock-based compensation and
prepaid expense of $40,000 and $40,000 respectively as of March 31,
2011.

Stock Options

A summary of the stock options as of March 31, 2011 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 March 31, 2011:

                              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 11 - REPORTABLE SEGMENT

ASC Topic 280 requires use of the "management approach" model for
segment reporting. The management approach model is based on the way a
company's management organizes segments within the company for making

<PAGE>22
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - REPORTABLE SEGMENT (Continued)

operating decisions and assessing performance. Reportable segments are
based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a
company. During the three months ended March 31, 2011 and 2010, the
Company operated in two reportable business segments - (1) the Website
segment and (2) the Solar powered consumer products segment. The
Company's reportable segments are strategic business units that offer
different products and services. The Company's reportable segments,
although integral to the success of the others, offer distinctly
different products and services.

Condensed information with respect to these reportable business
segments is as follows:

                                          March 31,        December 31,
                                            2011               2010
                                          --------         -----------
Total Assets:
  Website                                 $ 364,167          $ 309,902
  Solar powered products                     61,334             84,334
                                          ---------          ---------
                                            425,501            394,236
                                          ---------          ---------

                                               Three Months Ended
                                                    March 31,
                                             2011               2010
                                             ----               ----
Revenues:
  Website                                 $   2,016          $   7,662
  Solar powered products                      4,035                  -
                                          ---------         ----------
                                              6,051              7,662
                                          ---------         ----------
Depreciation and amortization:
  Website                                         -                168
  Solar powered products                     23,000             26,125
                                          ---------         ----------
                                             23,000             26,293
                                          ---------         ----------
Interest expense:
   Website                                   27,853                  -
   Solar powered products                     1,113              1,113
                                          ---------         ----------
                                             28,966              1,113
                                          ---------         ----------



<PAGE>23
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - REPORTABLE SEGMENT (Continued)

Net loss:
   Website                                  133,534             82,569
   Solar powered products                    31,649             20,490
                                          ---------         ----------
                                          $ 165,183         $  103,059
                                          =========         ==========

NOTE 12 - COMMITMENTS

Operating Leases

In March 2011, the Company tried to execute and sign a 2 year lease
agreement which shall expire in March 2013. Instead, the Company opted
to continue in a month to month lease agreement.

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. In
October 2008, this agreement was amended whereby the chief executive
officer shall received 2,000,000 restricted shares of common stock
during each fiscal year instead of 1,000,000 shares which took effect
in fiscal 2009.

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. In
October 2008, this agreement was amended whereby the officer of the
Company shall received 2,000,000 restricted shares of common stock
during each fiscal year instead of 1,000,000 shares which took effect
in fiscal 2009.

License Agreement

During November 2009, the Company licensed the use of certain patents
from a third party.  This license agreement will aid the Company as it
furthers its business plan. In November 2009, the Company entered into
a license agreement with Johns Hopkins University Applied Physics Lab
("JHU/APL") whereby the Company will have a limited exclusive license
to JHU/APL's Integrated Power Source patents. The patents are for the
solar powered cell phone and iPod chargers. During fiscal 2009 and


<PAGE>24
               GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - COMMITMENTS (Continued)

2010, the Company paid $40,000 and issued 2 million shares of the
Company's common stock. The Company valued these common shares at the
fair market value on the date of grant at $.022 per share or $44,000.
In November 2010, the Company entered into an amendment agreement in
connection with this license agreement. Pursuant to the amended license
agreement, the Company additionally paid $25,000 and issued 500,000
shares of the Company's common stock in November 2010. The Company
valued these common shares at the fair market value on the date of
grant at $.075 per share or $37,500.

Future license payments under the amended license agreement are as
follows:

    Due March 24, 2011                                  $25,000
    Due August 24, 2011                                 $25,000

The Company has capitalized the patent license for a total of $196,500
and is amortizing them over the term of this license agreement.  The
Company has recognized $23,000 and $26,125 of amortization expense
during the three months ended March 31, 2011 and 2010, respectively.
Accrued payable related to this license agreement as of March 31, 2011
and December 31, 2010 amounted to $45,000 and $50,000 respectively. The
Company paid $5,000 in March 2011 and $10,000 between April 2011 and
May 2011 in connection with this agreement.

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


NOTE 13 - SUBSEQUENT EVENTS

Between April 2011 and May 2011, the Company received net proceeds of
approximately $31,000 from the sale of 4,094,000 shares of the
Company's common stock.  In connection with this sale of the Company's
common stock, the Company issued 2,000,000 shares of common stock to an
affiliated company whereby its president is a director of the Company
for net proceeds of approximately $10,000.



<PAGE>25

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

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

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

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

Plan of Operations
------------------
We have only received minimal revenues.  We do not have sufficient cash
on hand to meet funding requirements for the next twelve months.
Although we eventually intend to primarily fund general operations and
our marketing program with revenues received from the sale of the
Pricester Custom Designed Websites, hosting and transaction fees, our
revenues are not increasing at a rate sufficient to cover our monthly
expenses in the near future.  We will have to seek alternative funding
through debt or equity financing in the next twelve months that could
result in increased dilution to the shareholders. In May 2010, we
entered into a Securities Purchase Agreement with Tangiers Investors,
LP ("Investor"). We agreed to issue and sell to the investor pursuant
to the terms of this agreement for an aggregate purchase price of up to
$5,000,000. The purchase price shall be set at 85% of the lowest volume
weighted average price of our common stock during the pricing period as
quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board. We
shall prepare and file a Registration Statement with the Securities and
Exchange Commission and shall cause such Registration statement to be
declared effective prior to the first sale to the investor of our
common stock.

Going Concern
-------------
As reflected in the accompanying consolidated financial statements, we
had an accumulated deficit of approximately $9.1 million, a working
capital deficit of $945,947, had net losses and cash used in operations
for the three months ended March 31, 2011 of $165,183 and $86,585,
respectively.  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

<PAGE>26

offering.  While we believe in the viability of our strategy to improve
sales volume and in our ability to raise additional funds, there can be
no assurances to that effect.  Our limited financial resources have
prevented us from aggressively advertising our products and services to
achieve consumer recognition.  Our ability to continue as a going
concern is dependent on our ability to further implement our business
plan and generate increased revenues.

Critical Accounting Policies
----------------------------
Our consolidated 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.

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.

The following policies reflect specific criteria for the various
revenues streams of the Company:

We earn revenue primarily from website design, transaction fees,
hosting fees and sales of solar-powered consumer products.

   -  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.

   -  Revenues from the sale of solar-powered consumer products are
recognized upon delivery of the product to the customer.

Web hosting fees received in advance are reflected as deferred revenue
on the accompanying consolidated balance sheet.


<PAGE>27

We apply ASC 605-25: Multiple Element Arrangements, to account for
revenue arrangements with multiple deliverables. ASC 605-25 addresses
certain aspects of accounting by a vendor for arrangements under which
the vendor will perform multiple revenue-generating activities. When an
arrangement involves multiple elements, the entire fee from the
arrangement is allocated to each respective element based on its
relative fair value and recognized when revenue recognition criteria
for each element are met. Fair value for each element is established
based on the sales price charged when the same element is sold
separately.

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

Results of Operations
---------------------
Three months ended March 31, 2011 compared to three months ended March
31, 2010

Net sales for the three months ended March 31, 2011 were $6,051 as
compared to net sales of $7,662 for the three months ended March 31,
2010, a decrease of $1,611 or approximately 21%.  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 fiscal 2010.  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.
                                           Three Months Ended
                                    March 31, 2011     March 31, 2010
                                   -----------------  -----------------
                                      $    % of Total    $   % of Total
                                   ------- ---------  ------ ----------
Website                             2,016      33%     7,662     100%
Solar powered products              4,035      66%         -       -
                                   ------    -----     ------    ----
Total                               6,051     100%     7,662     100%
                                   ======    =====     ======    ====

<PAGE>28

Total operating expenses for the three months ended March 31, 2011 were
$142,268, an increase of $32,660, or approximately 30%, from total
operating expenses for the three months ended March 31, 2010 of
$109,608.

This increase is primarily attributable to:

   -   an increase of $1,237, or approximately 32%, in cost of sales.
Cost of sales for website services includes domain hosting fees and
internet cost.  Cost of sales for the solar powered products includes
product and delivery cost relating to the delivery of such solar
powered products.  This increase is primarily related to the increase
in sales of our solar powered products during the three months ended
March 31, 2011. The following table provides information on the cost of
sales as a percentage of net sales for the three months ended March 31,
2011 and 2010:
                                                 Three Months Ended
                                                            March 31,
                                                    -----------
                                                  2011       2010
                                                  ----       ----
Cost of Sales as a Percentage of Net Sales
Website                                            25%        50%
Solar powered products                             59%         -
                                                  ----       ----
Total                                              84%        50%

   -   an increase of $10,041, or approximately 91%, in professional
fees incurred in connection with our SEC filings. This increase is
primarily related to increase in audit fees in connection with our SEC
filings,

   -   an increase of $29,970, or approximately 183%, in consulting
fees. The increase is primarily attributable to the issuance of
2,000,000 shares in connection with a four month consulting agreement
in February 2011 which resulted to stock based consulting expense of
$40,000 during the three months ended March 31, 2011 as compared to
stock-based consulting expense of $10,000 during the same period in
2010.

   -   a decrease of $12,081, or 59%, in compensation expense to $8,559
for the three months ended March 31, 2011 as compared to $20,640 for
the three months ended March 31, 2010.  Compensation expense which
includes salaries and stock based compensations to our employees. The
decrease is primarily attributable to decrease in compensation levels
of certain of our employees and the decrease of our full time
employees,

   -   an increase of $3,493, or approximately 6%, in other selling,
general and administrative expenses as a result of increase in office
expense attributable to our subsidiary Genesis Electronics Inc.



<PAGE>29

We reported a loss from operations of $136,217 for three months ended
March 31, 2011 as compared to a loss from operations of $101,946 for
the three months ended March 31, 2010.

Total other expense for the three months ended March 31, 2011 were
$28,966, an increase of $27,853, from total other expense for three
months ended March 31, 2010 of $1,113.

   - Interest expense consists primarily of interest recognized in
connection with the amortization of debt discount, and interest on our
promissory notes. The increase in interest expense is primarily
attributable to the issuance of convertible debts during fiscal 2010
and the issuance of convertible promissory notes during the three
months ended March 31, 2011. We have recognized amortization of debt
discount and deferred financing cost of $25,524 during the three months
ended March 31, 2011.

We reported a net loss of $165,183 or (0.00) per share for the three
months ended March 31, 2011 as compared to a net loss of $103,059 or
$(0.00) per share for the three months ended March 31, 2010.

Liquidity and Capital Resources
-------------------------------
During the three months ended March 31, 2011, we received net proceeds
of $11,500 and subscription receivable of $2,000 from the sale of our
common stock.  For the three months ended March 31, 2011, we collected
subscription receivable of $3,500 and received net proceeds of $87,000
from the issuance of convertible promissory notes.  These funds were
used for working capital purposes.

Net cash used in operating activities for the three months ended March
31, 2011 amounted to $86,585 and was primarily attributable to our net
losses of $165,183 offset by stock based expense of $40,000,
amortization of debt discount of $24,112, amortization of deferred
financing cost of $1,412 and add back of changes in assets and
liabilities of $9,664.  Net cash used in operating activities for the
three months ended March 31, 2010 amounted to $79,744 and was primarily
attributable to our net losses of $103,059 offset by depreciation of
$168, amortization of license agreement of $26,125, stock based expense
of $10,000, and add back of changes in assets and liabilities of
$12,978.

Net cash flows provided by financing activities was $96,500 for the
three months ended March 31, 2011 as compared to net cash provided by
financing activities of $95,897 for the three months ended March 31,
2010, an increase of $603. For the three months ended March 31, 2011,
we received proceeds from the sale of common stock and collection of
subscription receivable of $15,000, collected net proceeds of $87,000
from the issuance of convertible notes and an offset by payments on
related party advances of $5,500. For the three months ended March 31,
2010, we received proceeds from the sale of common stock and collection
of subscription receivable of $109,197 and an offset by payments on
related party advances of $13,300.



<PAGE>30

We reported a net increase in cash for the three months ended March 31,
2011 of $9,915 as compared to a net increase in cash of $16,153 for the
three months ended March 31, 2010.  At March 31, 2011, we had cash on
hand of $15,400.

Contractual Obligations and Off-Balance Sheet Arrangements
-----------------------------------------------------------
Contractual Obligations

The following tables summarize our contractual obligations as of
March 31, 2011.
<TABLE>
                                              Payments Due by Period
                             --------------------------------------------------------
                                       Less than                   3-5      5 Years
                             Total       1 Year     1-3 Years     Years        +
                             -----     ---------    ---------     -----     -------

                           <c>          <c>         <c>         <c>         <c>
Contractual Obligations:
Notes payable             $   15,647   $  15,647     $      -     $      -   $      -
Loans payable                 40,000      40,000            -            -          -
Secured convertible
  debenture                   40,000      40,000            -            -          -

Convertible promissory
  Notes                       92,500      92,500            -            -          -
Convertible debt             931,919     931,919            -            -          -
Loans payable - related
  party                        6,010       6,010            -            -          -
Accrued interest              28,178      28,178            -            -          -
License fee                   45,000      45,000
                          ----------    --------     --------     --------   --------
Total Contractual
  Obligations:            $1,199,254  $1,199,254     $      -     $      -   $      -
</TABLE>
License Agreement

During November 2009, we licensed the use of certain patents from a
third party.  This license agreement will aid us as we further our
business plan. In November 2009, we entered into a license agreement
with Johns Hopkins University Applied Physics Lab for a limited
exclusive license to JHU/APL's Integrated Power Source patents. The
patents are for the solar powered cell phone and iPod chargers. During
fiscal 2009 and 2010, the Company paid $40,000 and issued 2 million
shares of the Company's common stock. We valued these common shares at
the fair market value on the date of grant at $.022 per share or
$44,000. In November 2010, we entered into an amendment agreement in
connection with this license agreement. Pursuant to the amended license
agreement, the Company additionally paid $25,000 and issued 500,000
shares of the Company's common stock in November 2010. We valued these
common shares at the fair market value on the date of grant at $.075
per share or $37,500.

Future license payments under the amended license agreement are as
follows:

    Due March 24, 2011                                  $25,000
    Due August 24, 2011                                 $25,000

<PAGE>31

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

Securities Purchase Agreement
----------------------------
In May 2010, we entered into a Securities Purchase Agreement with
Tangiers Investors, LP. We have agreed to issue and sell to the
investor pursuant to the terms of this agreement for an aggregate
purchase price of up to $5,000,000. The purchase price shall be set at
85% of the lowest volume weighted average price of our common stock
during the pricing period as quoted by Bloomberg, LP on the Over-the-
Counter Bulletin Board. We shall prepare and file a registration
statement with the Securities and Exchange Commission and shall cause
such registration statement to be declared effective prior to the first
sale to the investor of our common stock.  We issued the Investor a
commitment fee of 3,000,000 shares of our common stock pursuant to the
Securities Purchase Agreement.

Secured Convertible Debenture
-----------------------------
In May 2010, we issued a 9% Secured Convertible Debenture for $20,000
to Tangiers Investors, LP. This debenture matures on December 23, 2010.
We had the right to prepay any portion of the principal amount at 150%
of such amount along with the accrued interest. This debenture
including interest shall be convertible into shares of our common stock
at the lower of $0.01 per share or a price of 70% of the average of the
two lowest volume weighted average price determined on the then current
trading market for ten trading days prior to conversion at the option
of the holder.  On August 5, 2010, we entered into an amendment
agreement with the debenture holder whereby the debenture shall be
convertible at a fixed conversion price $0.005 per share.

Additionally, in December 2010, we issued a 9% Secured Convertible
Debenture for $20,000 to Tangiers Investors, LP. This debenture matures
on September 15, 2011. We may prepay any portion of the principal
amount at 150% of such amount along with the accrued interest. This
debenture including interest shall be convertible into shares of our
common stock at the lower of $0.05 per share or a price of 70% of the
average of the two lowest volume weighted average price determined on
the then current trading market for ten trading days prior to
conversion at the option of the holder. In March 2011, we entered into
an amendment agreement with the debenture holder whereby this debenture
shall be convertible at a fixed conversion price $0.005 per share.

Off-balance Sheet Arrangements

We have not entered into any other financial guarantees or other
commitments to guarantee the payment obligations of any third parties.
We have not entered into any derivative contracts that are indexed to
our shares and classified as shareholder's equity or that are not

<PAGE>32

reflected in our consolidated financial statements. Furthermore, we do
not have any retained or contingent interest in assets transferred to
an unconsolidated entity that serves as credit, liquidity or market
risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market
risk or credit support to us or engages in leasing, hedging or research
and development services with us.

Recently Issued Accounting Pronouncements
-----------------------------------------
In January 2010, the FASB issued Accounting Standards Update No. 2010-
06, "Improving Disclosures about Fair Value Measurements" an amendment
to ASC Topic 820, "Fair Value Measurements and Disclosures."  This
amendment requires an entity to:
   (i) disclose separately the amounts of significant transfers in and
out of Level 1 and Level 2 fair value measurements and describe the
reasons for the transfers and
   (ii) present separate information for Level 3 activity pertaining to
gross purchases, sales, issuances, and settlements.

ASU No. 2010-06 is effective for the Company for interim and annual
reporting beginning after December 15, 2009, with one new disclosure
effective after December 15, 2010. The adoption of ASU No. 2010-06 did
not have a material impact on the results of operations and financial
condition.

In February 2010, the FASB issued Accounting Standards Update 2010-09,
Amendments to Certain Recognition and Disclosure Requirements.  ASU
2010-09 amends the guidance issued in ASC 855, Subsequent Events, by
not requiring SEC filers to disclose the date through which an entity
has evaluated subsequent events.  ASU 2010-09 was effective upon
issuance.  The adoption of this standard did not have a material impact
on the Company's consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310)
"Disclosures about the Credit Quality of Financing Receivables and the
Allowance for Credit Losses".  ASU 2010-20 requires additional
disclosures about the credit quality of a company's loans and the
allowance for loan losses held against those loans.  Companies will
need to disaggregate new and existing disclosures based on how it
develops its allowance for loan losses and how it manages credit
exposures.  Additional disclosure is also required about the credit
quality indicators of loans by class at the end of the reporting
period, the aging of past due loans, information about troubled debt
restructurings, and significant purchases and sales of loans during the
reporting period by class.  The new guidance is effective for interim-
and annual periods beginning after December 15, 2010.  The adoption of
this standard did not have a material impact on the Company's
consolidated financial statements.

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

<PAGE>33

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

Our management, including Edward C. Dillon, our chief executive
officer, and Nelson Stark, our chief financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls
and procedures as of March 31, 2011.

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

Management conducted its evaluation of disclosure controls and
procedures under the supervision of our chief executive officer and our
chief financial officer. Based on that evaluation, our management,
including Mr. Dillon and Mr. Stark, concluded that because of the
significant deficiencies in internal control over financial reporting
described below, our disclosure controls and procedures were not
effective as of March 31, 2011.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(F)
and 15d-15(F) under the Securities Exchange Act.  Our management is
also required to assess and report on the effectiveness of our internal
control over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002 on an annual basis.   As previously reported
on our Form 10-K for the year ended December 31, 2010, management
identified significant deficiencies related to:
   (i)  our internal audit functions and
   (ii) a lack of segregation of duties within accounting functions.

Management has determined that our internal audit function is
significantly deficient due to insufficient qualified resources to
perform internal audit functions.




<PAGE>34

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

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

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting
during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control
over financial reporting.



<PAGE>35
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 three months ended March 31, 2011, we received net
proceeds of $1,500 and subscription receivable of $2,000 from
the sale of 75,000 restricted common shares to non-affiliates.

          For the three months ended March 31, 2011, we received net
proceeds of $10,000 from the sale of 1,000,000 restricted
common shares to Grandview Partners Capital LLC, an affiliated
company.  Raymond Purdon, a director of the registrant, is the
president of Grandview Partners Capital LLC.

          Between April 2011 and May 2011, we received net proceeds of
approximately $21,000 from the sale of 2,094,000 restricted
common shares to non-affiliates.

In April 2011, we received net proceeds of approximately
$10,000 from the sale of 2,000,000 restricted common shares to
Grandview Partners Capital LLC, an affiliated company.
Raymond Purdon, a director of the registrant, is the president
of Grandview Partners Capital LLC.

These shares were issued in a transaction that was exempt from
the registration requirements of the Securities Act pursuant
to Section 4(2) of the Securities Act.

Item 3.   Defaults Upon Senior Securities
          None

Item 4.  (Removed and Reserved)

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>36

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:  May 20, 2011

GENESIS ELECTRONICS GROUP, INC.

By: /s/ Edward C. Dillon
---------------------------
Edward C. Dillon
Chief Executive Officer

By: /s/ Nelson Stark
---------------------------
Nelson Stark
Chief Financial Officer