SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                             FORM 10-Q/A
                       Amendment 1 to Form 10-Q

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended June 30, 2010
-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.
August 13, 2010:  Common Stock  -  161,846,906


<PAGE>2

                         Explanatory Note

The registrant is filing this Form 10-Q/A to amend the consolidated
financial statements for the period ended June 30, 2010.  This amended
report does not reflect events occurring after the filing of the
Form 10-Q on August 13, 2010.


<PAGE>3

                 GENESIS ELECTRONICS GROUP, INC.
                        Form 10-Q/A
          For the quarterly period ended June 30, 2010
                             INDEX

                                                             Page
                                                             ----

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements (Unaudited)                      4
Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations      27
Item 3.  Quantitative and Qualitative Disclosure About
           Market Risk                                        36
Item 4. Controls and Procedures                               36

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                    37
Item 1A. Risk Factors                                         37
Item 2.  Unregistered Sales of Equity Securities and Use
           of Proceeds                                        37
Item 3.  Defaults upon Senior Securities                      37
Item 4.  (Removed and Reserved)                               37
Item 5.  Other Information                                    37
Item 6.  Exhibits                                             37

SIGNATURES                                                    38


<PAGE>4
             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEETS

                                                       Year ended
                                  June 30, 2010    December 31, 2009
                                  -------------    -----------------
                                   (Restated -
                                   See Note 12)
                                   (Unaudited)

                            ASSETS
CURRENT ASSETS:
  Cash                             $    49,185           $    66,069
  Prepaid expense and other
   current asset                        34,160                14,160
  Deferred offering cost               300,000                     -
                                   -----------           -----------
      Total current assets             383,345                80,229

PROPERTY AND EQUIPMENT, net                359                   695
License agreement, net			   148,042               200,292
                                   -----------           -----------
Total assets                       $   531,746           $   281,216
                                   ===========           ===========

           LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued
   expenses                        $   248,962           $   264,857
  Accrued payable on license
   agreement                           135,000			 155,000
  Secured convertible debenture,
   net of debt discount                  4,493                     -
  Convertible debt                     931,919               931,919
  Note payable                          15,647                15,647
  Loans payable                         40,000                40,000
  Due to related party                  16,685                40,485
  Deferred revenue                         108                   176
                                   -----------           -----------
      Total current liabilities      1,392,814             1,448,084
                                   -----------           -----------
 STOCKHOLDERS' DEFICIT:
  Common stock, $0.001 par value,
   300,000,000 authorized,
   159,396,906 and 152,644,072
   issued and outstanding, at June
   30, 2010 and December 31, 2009,
   respectively                        159,397               152,644
  Additional paid-in capital         7,366,838             6,879,836
  Accumulated deficit               (8,337,428)           (8,125,631)



<PAGE>5

  Subscription receivable              (49,875)              (73,717)
                                   -----------           -----------
    Total stockholders' deficit       (861,068)           (1,166,868)
                                   -----------           -----------
 Total liabilities and stockholders'
  deficit                          $   531,746           $   281,216
                                   ===========           ===========

        See notes to unaudited consolidated financial statements.




<PAGE>6
             GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
                             For the Three Months Ended    For the Six Months Ended
                                       June 30,                     June 30,
                             --------------------------    ------------------------
                               2010              2009        2010            2009
                               ----              ----        ----            ----
                            (Restated -                    (Restated -
                            See Note 12)                   See Note 12)
                           (Unaudited)        (Unaudited) (Unaudited)    (Unaudited)
                           ---------------------------------------------------------

                            <c>               <c>          <c>             <c>
Net Sales                  $    8,355         $   24,117   $   16,017     $   54,661
                           ----------         ----------   ----------     ----------
Operating expenses:
  Professional fees            18,631             18,555       29,664         23,055
  Consulting fees               2,020              8,339       18,400         18,240
  Compensation                 29,520             21,010       50,160         39,542
Other selling, general
   and administrative          61,064             38,621      122,619         63,976
                           ----------         ----------   ----------     ----------
      Total operating
       expenses               111,235             86,525      220,843        144,813
                           ----------         ----------   ----------     ----------
Loss from operations         (102,880)           (62,408)    (204,826)       (90,152)
                           ----------         ----------   ----------     ----------
Other income (expenses):
  Interest expense             (5,858)          (197,113)      (6,971)      (198,226)
                           ----------         ----------   ----------     ----------
Total other income
       (expenses)              (5,858)          (197,113)      (6,971)      (198,226)
                           ----------         ----------   ----------     ----------
Loss before provision for
 income taxes                (108,738)          (259,521)    (211,797)      (288,378)
                           ----------         ----------   ----------     ----------
Provision for income taxes          -                  -            -              -
                           ----------         ----------   ----------     ----------
Net loss                   $ (108,738)        $ (259,521)  $ (211,797)    $ (288,378)
                           ==========         ==========   ==========     ==========
Net loss per common share
 - basic and diluted       $        -         $        -   $        -     $        -
                           ==========         ==========   ==========     ==========
Weighted average number
 of shares outstanding
 - basic and diluted      158,084,352        136,387,928  155,583,217    125,444,427
                          ===========        ===========  ===========    ===========
</TABLE>

           See notes to unaudited consolidated financial statements

<PAGE>7

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

                                               For the Six Months Ended
                                                       June 30,
                                               ------------------------
                                                  2010          2009
                                               ------------------------
                                              (Restated -
                                              See Note 12)
                                              (Unaudited)   (Unaudited)
                                               ---------     ---------
Cash flows from operating activities:
  Net loss                                     $(211,797)    $(288,378)
  Adjustments to reconcile net loss to
   net cash used in operations:
    Depreciation                                     336           337
    Amortization on license agreement             52,250             -
    Common stock issued for services              10,000             -
    Amortization of debt discount                  4,493             -
    Interest expense for the settlement of a
     related party loan                                -       196,000
  Changes in assets and liabilities:
    Accounts receivable                                -        10,909
    Prepaid expenses and other                         -       (11,000)
    Accounts payable and accrued expenses        (15,895)            -
    Accrued payable on license agreement         (20,000)            -
    Deferred revenues                                (68)         (357)
                                               ---------     ---------
      Total adjustments                           31,116      195,889
                                               ---------     ---------
Net cash used in operating activities           (180,681)      (92,489)
                                               ---------     ---------
Cash flows from financing activities:
  Proceeds from sale of common stock             187,597       171,779
  Payments on related party advances             (23,800)       (2,800)
                                               ---------     ---------
Net cash provided by financing activities        163,797       168,979
                                               ---------     ---------
Net increase (decrease) in cash                  (16,884)       76,490

Cash - beginning of the period                    66,069         2,319
                                               ---------     ---------
Cash - end of the period                       $  49,185     $  78,809
                                               =========     =========

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


<PAGE>8

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Secured convertible debenture issued in
   connection with Securities Purchase
   Agreement                                   $  20,000     $       -
                                               =========     =========
  Common stock issued for settlement of loans  $       -     $  49,000
                                               =========     =========
  Common stock issued as deferred
   offering cost                               $ 300,000     $       -
                                               =========     =========

     See notes to unaudited consolidated financial statements






<PAGE>9

                GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
             NOTES TO UNAUDITED 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, 2009 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 six months ended
June 30, 2010 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 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.

ASB Accounting Standards Codification

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

Organization

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

<PAGE>10

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.

Acquisition of Genesis

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

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



<PAGE>11

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.

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.

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 2010 and 2009 include
the valuation of stock-based compensation, and the useful life of
property, equipment, website development.

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

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



<PAGE>12

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 June 30, 2010
and 2009. These securities are valued using inputs observable in active
markets for identical securities and are therefore classified as
Level 1 within our fair value hierarchy.

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

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

Property and Equipment

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

Website Development

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



<PAGE>13

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 six months
ended June 30, 2010 and 2009.

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 six months ended June 30, 2010, the Company
did not grant any stock options to employees.

Net Loss per Common Share

Net loss per common share are calculated in accordance with ASC Topic
260: Earnings Per Share. Basic loss per share is computed by dividing
net loss by the weighted average number of shares of common stock
outstanding during the period. The computation of diluted net earnings
per share does not include dilutive common stock equivalents in the
weighted average shares outstanding as they would be anti-dilutive.  As
of June 30, 2010 and 2009, there were options and warrants to purchase
2,025,000 shares of common stock and 97,191,998 shares equivalent
issuable pursuant to embedded conversion features 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

<PAGE>14

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

Research and Development

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

Related Parties

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



<PAGE>15

Subsequent Events

For purposes of determining whether a post-balance sheet event should
be evaluated to determine whether it has an effect on the financial
statements for the period ending June 30, 2010, subsequent events were
evaluated by the Company as of August 12, 2010, the date on which the
unaudited consolidated financial statements at and for the period ended
June 30, 2010, were available to be issued.

Revenue Recognition

The Company follows the guidance of the FASB ASC 605-10-S99 "Revenue
Recognition Overall - SEC Materials. The Company records revenue when
persuasive evidence of an arrangement exists, services have been
rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collectibility is reasonably
assured. The 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 has three primary revenue sources: website design,
transaction fees, and hosting fees.

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

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.



<PAGE>16

Recently Issued Accounting Pronouncements

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

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

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

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

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

In October 2009, the FASB issued ASU No. 2009-13, "Multiple-Deliverable
Revenue Arrangements." This ASU establishes the accounting and
reporting guidance for arrangements including multiple revenue-
generating activities. This ASU provides amendments to the criteria for
separating deliverables, measuring and allocating arrangement
consideration to one or more units of accounting. The amendments in
this ASU also establish a selling price hierarchy for determining the
selling price of a deliverable. Significantly enhanced disclosures are
also required to provide information about a vendor's multiple-
deliverable revenue arrangements, including information about the

<PAGE>17

nature and terms, significant deliverables, and its performance within
arrangements. The amendments also require providing information about
the significant judgments made and changes to those judgments and about
how the application of the relative selling-price method affects the
timing or amount of revenue recognition. The amendments in this ASU are
effective prospectively for revenue arrangements entered into or
materially modified in the fiscal years beginning on or after June 15,
2010. Early application is permitted. The Company is currently
evaluating this new ASU.

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

In January 2010, the FASB issued Accounting Standards Update ("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 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").  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.  There was not a material impact from the
adoption of this guidance on our 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>18

NOTE 2 - PROPERTY AND EQUIPMENT

At June 30, 2010, 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                              (16,511)
                                                            --------
                                                            $    359
                                                            ========

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

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

For the six months ended June 30, 2010 and 2009, depreciation expense
amounted to $336 and $337, respectively.

NOTE 3 - 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 June 30, 2010, license agreement consisted of the following:

                                             Useful Life
                                               (Years)
                                             -----------
  License agreement                               2        $ 209,000
  Less accumulated amortization                              (60,958)
                                                            --------
                                                            $148,042
                                                            ========



<PAGE>19

At December 31, 2009, license agreement consisted of the following:

                                             Useful Life
                                               (Years)
                                             -----------
  License agreement                               2        $ 209,000
  Less accumulated amortization                               (8,708)
                                                            --------
                                                            $200,292
                                                            ========

For the six months ended June 30, 2010 and 2009, amortization expense
amounted to $52,250 and $0, respectively. Accrued payable related to
this license agreement as of June 30, 2010 amounted to $135,000.

NOTE 4 - LOANS PAYABLE

On May 22, 2008, in connection with the acquisition, the Company
assumed loans payable from certain third parties. These loans bear 8%
interest per annum and are payable on demand. As of June 30, 2010,
loans payable and related accrued interest amounted to $40,000 and
$13,171, respectively. As of December 31, 2009, loans payable and
related accrued interest amounted to $40,000 and $11,571, respectively.

NOTE 5 - 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 June 30, 2010 and December 31, 2009, the Company owed
this related party $16,685 and $40,485, respectively.

NOTE 6 - NOTE PAYABLE

On May 22, 2008, in connection with the acquisition, the Company
assumed a note payable from a third party. These loans bear 8% interest
per annum and is payable on demand. As of June 30, 2010, note payable
and related accrued interest amounted to $15,647 and $8,106,
respectively. As of December 31, 2009, note payable and related accrued
interest amounted to $15,647 and $7,480, respectively.

NOTE 7 - CONVERTIBLE DEBT

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



<PAGE>20

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 June 30, 2010 and December 31, 2009, convertible debt amounted to
$931,919.

NOTE 8 - 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 (see Note 10). This debenture matures 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 is included in
other current assets.

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 $0.01 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.

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 $20,000 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

<PAGE>21

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 the convertible debt currently has a fixed conversion price
of $0.005, the convertible debt is not a derivative.

At June 30, 2010, convertible debenture consisted of the following:

                                           June 30, 2010
                                           -------------
Secured convertible debenture                $ 20,000

Less: debt discount                           (15,507)
                                             --------
Secured convertible debenture - net          $  4,493

As of June 30, 2010, amortization of debt discount amounted to $4,493
and is included in interest expense. As of June 30, 2010, accrued
interest on this debenture amounted to $251.

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 $8,337,428, had net losses,
negative working capital and negative cash flows from operations for
the six months ended June 30, 2010 of $211,797, $1,009,469 and $180,681
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 six months ended June 30,
2010, the Company sold 3,502,834 common shares for net proceeds of
$123,755 and subscription receivable of $40,000. For the six months
ended June 30, 2010 the Company collected subscription receivable of
$63,842.

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



<PAGE>22

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 six months ended June 30, 2010, the Company received net
proceeds of $123,755 and subscription receivable of $40,000 from the
sale of 3,502,834 shares of the Company's common stock.

For the six months ended June 30, 2010, the Company collected
subscription receivable of $63,842.

In February 2010, the Company issued 250,000 shares of common stock for
public relation services rendered.  The Company valued these common
shares at the fair value on the date of grant at $.04 per share or
$10,000.  In connection with issuance of these shares, the Company
recorded stock-based consulting expense of $10,000 during the six
months ended June 30, 2010.

In May 2010, the Company entered into a Securities Purchase Agreement
with Tangiers Investors, LP ("Investor"). The Company has 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 the
Company's common stock during the pricing period as quoted by
Bloomberg, LP on the Over-the-Counter Bulletin Board. The Company 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 the
Company's common stock. The Company agrees to pay the Investor a
commitment fee of 3,000,000 shares of the Company's common stock
pursuant to the Securities Purchase Agreement. The Company valued these
common shares at the fair value on the date of grant at $0.10 per share
or $300,000 and has been recorded as deferred offering cost.

Stock Options

A summary of the stock options as of June 30, 2010 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                                   -                -
                                    ---------          -------



<PAGE>23

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 June 30, 2010:

                              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 - SUBSEQUENT EVENTS

In July 2010, the Company received net proceeds of approximately $6,000
from the sale of 100,000 shares of the Company's common stock.

In July 2010, in connection with a consulting agreement, the Company issued
350,000 shares of common stock for Public relations and marketing
services until September 15, 2010.  The Company valued these common
shares at the fair value on the date of grant at $.08 per share or
$28,000. The Company may extend the term of this agreement until
December 1, 2010 in exchange for an additional 300,000 shares of common
stock.

In July 2010, 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 $.08 per
share or $160,000 and has been recorded as stock-based compensation.

On August 5, 2010, in connection with the Secured Convertible Debenture
dated in May 2010, the Company entered into an amendment agreement with
the debenture holder whereby the debenture shall be convertible at a
fixed conversion price of $0.005 per share.

NOTE 12 - RESTATEMENT

The Company has restated its interim consolidated financial statements
as at and for the six months ended June 30, 2010 to reflect the
reversal of license fees included in other selling, general, and
administrative expense of 20,000, the recording of accrued salaries of
$80,000 in fiscal 2009 in connection with the amended employment

<PAGE>24

agreements of our chief executive officer and an officer of the Company
the recording of amortization of license agreement of $52,250,
capitalization of the license agreement of $209,000 and the recording
of accumulated amortization and accrued payable on license agreement of
$60,958 and $135,000, respectively. In addition, we are recording at
fair value the 3,000,000 shares paid as commitment fee in connection
with a securities purchase agreement in May 2010 instead of recording
at par value and have been recognized as deferred offering cost.
<TABLE>
Consolidated Balance Sheet data                 As at June 30, 2010
                                                      (Unaudited)
                                                        Adjustments
                                          As Filed      to Restate        Restated
                                          --------      -----------       --------

                                          <c>             <c>             <c>
Deferred offering cost                 $        -       $ 300,000       $   300,000
                                       ----------       ---------       -----------
Total Current Assets                       83,345         300,000           383,345
                                       ----------       ---------       -----------
License agreement, net                 $        -         148,042 (a)(b)$   148,042
                                       ----------       ---------       -----------
Total Assets                               83,704         448,042           531,746
                                       ==========       =========       ===========
Accounts payable and accrued expenses     168,962         80,000  (h)       248,962

Accrued payable on license agreement            -         135,000  (c)      135,000
                                       ----------       ---------       -----------
Total Current Liabilities               1,177,814         215,000         1,392,814
                                       ----------       ---------       -----------
Total Liabilities                       1,177,814         215,000         1,392,814
                                       ----------       ---------       -----------
Stockholders' Deficit
Additional paid-in capital              7,066,838         300,000         7,366,838

Accumulated deficit                    (8,270,470)       (66,958)        (8,337,428)
                                       ----------       ---------       -----------
Total Stockholders' Deficit            (1,094,110)         233,042        (861,068)
                                       ----------       ---------       -----------
Total Liabilities and
 Stockholders' Deficit                 $   83,704       $ 448,042       $   531,746
                                       ==========       =========       ===========
</TABLE>
 (a)  To capitalize the patent license of $209,000 based on the license
agreement.
(b)  To record accumulated amortization on the license agreement over
the term of the agreement amounting to $60,958.
(c)  To record the remaining obligation under the license agreement
($209,000 less $74,000 representing cash payment of $30,000 and stock
payment valued at $44,000).



<PAGE>25
<TABLE>
Consolidated Statement of Income data           For the Three Months Ended
                                                June 30, 2010 (Unaudited)
                                                        Adjustments
                                          As Filed      to Restate         Restated
                                          --------      -----------        --------

                                          <c>             <c>              <c>
Other selling, general and
 administrative expenses                 $  44,939       $  16,125        $  61,064
                                         ---------       ---------        ---------
Total operating expenses                    95,110          16,125 (d)(e)   109,608
                                         ---------       ---------        ---------
Loss from operations                        86,755          16,125          102,880
                                         ---------       ---------        ---------
Net loss                                 $  92,613       $  16,125        $ 108,738
                                         =========       =========        =========
Net loss per Common Share:
  Basic                                  $   (0.00)      $       -        $   (0.00)
                                         =========       =========        =========
  Diluted                                $   (0.00)      $       -        $   (0.00)
                                         =========       =========        =========
Weighted Average Common Shares
 Outstanding:
  Basic                                158,084,352                      158,084,352
                                       ===========                      ===========
  Diluted                              158,084,352                      158,084,352
                                       ===========                      ===========

Consolidated Statement of Income Data           For the Six Months Ended
                                                June 30, 2010 (Unaudited)
                                                        Adjustments
                                          As Filed      to Restate         Restated
                                          --------      -----------        --------
Other selling, general and
 administrative expenses                 $  90,369       $  32,250        $ 122,619
                                         ---------       ---------        ---------
Total operating expenses                   188,593          32,250 (f)(g)   220,843
                                         ---------       ---------        ---------
Loss from operations                       172,576          32,250          204,826
                                         ---------       ---------        ---------
Net loss                                 $ 179,547       $  32,250        $ 211,797
                                         =========       =========        =========
Net loss per Common Share:
  Basic                                  $   (0.00)      $       -        $   (0.00)
                                         =========       =========        =========
  Diluted                                $   (0.00)      $       -        $   (0.00)
                                         =========       =========        =========
Weighted Average Common Shares
 Outstanding:
  Basic                                155,583,217                      155,583,217
                                       ===========                      ===========
  Diluted                              155,583,217                      155,583,217
                                       ===========                      ===========
</TABLE>

<PAGE>26

(d) To reflect the reversal of license fees included in other selling,
general, and administrative expense of $10,000 representing cash and
stock payment in June 2010.
(e) To record amortization expense on the license agreement over the
term of the agreement amounting to $26,125 during the three months
ended June 30, 2010.
(f) To reflect the reversal of license fees included in other selling,
general, and administrative expense of $20,000 representing cash
payment during the six months ended June 30, 2010.
(g) To record amortization expense on the license agreement over the
term of the agreement amounting to $52,250 during the six months ended
June 30, 2010.
(h) To record accrued salaries of $80,000 in fiscal 2009 which
represents 2,000,000 shares of common stock of the Company
payable to the chief executive officer and an officer of the
Company pursuant to their amended employment agreements.  During
fiscal 2009, the Company used the fair market value on the date
of grant at $.04 per share.

<TABLE>
Consolidated Statement of Cash Flows            For the Six Months Ended
                                                June 30, 2010 (Unaudited)
                                                        Adjustments
                                          As Filed      to Restate         Restated
                                          --------      -----------        --------

                                          <c>             <c>              <c>
Net loss                                 $ 179,547      $  32,250         $ 211,797
                                         ---------      ---------         ---------
Adjustments to reconcile net loss to
 net cash used in operating activities:
  Amortization of license agreement              -        (52,250) (g)      (52,250)

Changes in assets and liabilities:
  Accrued payable on license
  Agreement                                      -         20,000            20,000
                                         ---------      ---------         ---------
Cash Used in Operating Activities         (180,681)             -          (180,681)
                                         ---------      ---------         ---------
</TABLE>



<PAGE>27

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 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.

GOING CONCERN
-------------
As reflected in the accompanying unaudited consolidated financial
statements, we had an accumulated deficit of approximately $8.3
million, a working capital deficit of $929,469, had net losses for the
six months ended June 30, 2010 of $211,797 and cash used in operations
during the six months ended June 30, 2010 of $180,681.  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

<PAGE>28

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

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

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

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.

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

<PAGE>29

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

Results of Operations
---------------------
Six months ended June 30, 2010 compared to six months ended June 30,
2009

Net sales for the six months ended June 30, 2010 were $16,017 as
compared to net sales of $54,661 for the six months ended June 30,
2009, a decrease of $38,644 or approximately 71%.  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 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 six months ended June 30, 2010 were
$220,843, an increase of $76,030, or approximately 53%, from total
operating expenses for the six months ended June 30, 2009 of $144,813.

This decrease is primarily attributable to:

   -   an increase of $6,609, or approximately 29%, in professional
fees incurred in connection with our SEC filings. This increase is
primarily related to increase in legal fees in connection with general
business counsel and litigation matters,

<PAGE>30

   -   a slight increase of $160, or approximately 1%, in consulting
fees.
   -   an increase of $10,618, or 27%, in compensation expense to
$50,160 for the six months ended June 30, 2010 as compared to $39,542
for the six months ended June 30, 2009.  The increase is attributable
to increases in compensation levels of certain of our employees,
   -   an increase of $58,643, or approximately 92%, in other selling,
general and administrative expenses as a result of increase in
amortization expense related to a license agreement entered in November
2009 of $52,250 and office expense attributable to our subsidiary
Genesis Electronics Inc.

We reported a loss from operations of $204,826 for six months ended
June 30, 2010 as compared to a loss from operations of $90,152 for the
six months ended June 30, 2009.

Total other expense for the six months ended June 30, 2010 were $6,971,
a decrease of $191,255, from total other expense for six months ended
June 30, 2009 of $198,226.

   - Interest expense consists primarily of interest recognized in
connection with the amortization of debt discount, and interest on our
promissory notes. The decrease of $191,255 in interest expense is
primarily attributable to the issuance of 4,900,000 shares of common
stock to one of our officers in connection with a settlement of related
party loans during the six months ended June 30, 2009. We have
recognized non-recurring interest expense of $196,000 in connection
with this settlement in 2009.

We reported a net loss of $211,797 or (0.00) per share for the six
months ended June 30, 2010 as compared to a net loss of $288,378 or
$(0.00) per share for the six months ended June 30, 2009.

Three months ended June 30, 2010 compared to three months ended June
30, 2009

Net sales for the three months ended June 30, 2010 were $8,355 as
compared to net sales of $24,117 for the three months ended June 30,
2009, a decrease of $15,762 or approximately 65%.  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 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 June 30, 2010 were
$127,360, an increase of $40,835, or approximately 47%, from total
operating expenses for the three months ended June 30, 2009 of $86,525.

This decrease is primarily attributable to:

   -   a slight increase of $76, or approximately 1%, in professional
fees incurred in connection with our SEC filings,

<PAGE>31

   -   a decrease of $6,319, or approximately 76%, in consulting fees,

   -   an increase of $8,510, or 41%, in compensation expense to
$29,520 for the three months ended June 30, 2010 as compared to $21,010
for the three months ended June 30, 2009.  The increase is attributable
to increases in compensation levels of certain of our employees,
   -   an increase of $38,568, or approximately 100%, in other selling,
general and administrative expenses as a result of increase in
amortization expense related to a license agreement entered in November
2009 of $26,125 and office expense attributable to our subsidiary
Genesis Electronics Inc.

We reported a loss from operations of $119,005 for three months ended
June 30, 2010 as compared to a loss from operations of $62,408 for the
three months ended June 30, 2009.

Total other expense for the three months ended June 30, 2010 were
$5,858, a decrease of $191,255, from total other expense for six months
ended June 30, 2009 of $197,113.

   -  Interest expense consists primarily of interest recognized in
connection with the amortization of debt discount, and interest on our
promissory notes. The decrease of $191,255 in interest expense is
primarily attributable to the issuance of 4,900,000 shares of common
stock to one of our officers in connection with a settlement of related
party loans during the six months ended June 30, 2009. We have
recognized non-recurring interest expense of $196,000 in connection
with this settlement in 2009.

We reported a net loss of $124,863 or $(0.00) per share for the three
months ended June 30, 2010 as compared to a net loss of $259,521 or
$(0.00) per share for the three months ended June 30, 2009.

Liquidity and Capital Resources
-------------------------------
During the six months ended June 30, 2010, we received net proceeds of
$123,755 and subscription receivable of $40,000 from the sale of our
common stock.  For the six months ended June 30, 2010, we collected
subscription receivable of $63,842.  These funds were used for working
capital purposes.

Net cash used in operating activities for the six months ended June 30,
2010 amounted to $180,681 and was primarily attributable to our net
losses of $211,797 offset by depreciation of $336, amortization of
license agreement of $52,250, stock based expense of $10,000,
amortization of debt discount of $4,493 and add back of changes in
assets and liabilities of $35,963. Net cash used in operating
activities for the six months ended June 30, 2009 amounted to $92,489
and was primarily attributable to our net losses of $288,378 offset by
depreciation of $337, interest expense of $196,000 in connection with
the settlement of a related party loan and changes in assets and
liabilities of $448.



<PAGE>32

Net cash flows provided by financing activities was $163,797 for the
six months ended June 30, 2010 as compared to net cash provided by
financing activities of $168,979 for the six months ended June 30,
2009, a decrease of $5,182. For the six months ended June 30, 2010, we
received proceeds from the sale of common stock and collection of
subscription receivable of $187,597 and an offset by payments on
related party advances of $23,800. For the six months ended June 30,
2009, we received proceeds from the sale of common stock and collection
of subscription receivable of $171,779 offset by payments on related
party advances of $2,800.

We reported a net decrease in cash for the six months ended June 30,
2010 of $16,884 as compared to a net increase in cash of $76,490 for
the six months ended June 30, 2009.  At June 30, 2010, we had cash on
hand of $49,185.

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

The following tables summarize our contractual obligations as of June
30, 2010.
<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                   20,000      20,000           -            -          -
Convertible debt             931,919     931,919           -            -          -
Loans payable - related
  party                       16,685      16,685           -            -          -
Accrued interest              21,277      21,277
                          ----------  ----------    --------     --------   --------
Total Contractual
  Obligations:            $1,045,528  $1,045,528    $      -     $      -   $      -
</TABLE>
License Agreement

In November 2009, we entered into a license agreement with Johns
Hopkins University Applied Physics Lab ("JHU/APL") whereby the Company
will have a limited exclusive license to JHU/APL's Integrated Power
Source patents. The patents are for the solar powered cell phone and
iPod chargers. To date, we have paid $30,000 and issued 2 million
shares of the Company's common stock. Remaining future license payments
under the license agreement are as follows:

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

<PAGE>33

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

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

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 Tangiers
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 agree to pay Tangiers 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 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 $0.01 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, Tangiers Investors, LP, whereby
the debenture shall be convertible at a fixed conversion price of
$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
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.

<PAGE>34

Recently Issued Accounting Pronouncements

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

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

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

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

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

In October 2009, the FASB issued ASU No. 2009-13, "Multiple-Deliverable
Revenue Arrangements."  This ASU establishes the accounting and
reporting guidance for arrangements including multiple revenue-
generating activities. This ASU provides amendments to the criteria for
separating deliverables, measuring and allocating arrangement
consideration to one or more units of accounting.  The amendments in
this ASU also establish a selling price hierarchy for determining the
selling price of a deliverable. Significantly enhanced disclosures are
also required to provide information about a vendor's multiple-
deliverable revenue arrangements, including information about the

<PAGE>35

nature and terms, significant deliverables, and its performance within
arrangements. The amendments also require providing information about
the significant judgments made and changes to those judgments and about
how the application of the relative selling-price method affects the
timing or amount of revenue recognition. The amendments in this ASU are
effective prospectively for revenue arrangements entered into or
materially modified in the fiscal years beginning on or after June 15,
2010.  Early application is permitted.  The registrant is currently
evaluating this new ASU.

In October 2009, the FASB issued ASU No. 2010-14, "Certain Revenue
Arrangements That Include Software Elements." This ASU changes the
accounting model for revenue arrangements that include both tangible
products and software elements that are "essential to the
functionality," and scopes these products out of current software
revenue guidance.  The new guidance will include factors to help
companies determine what software elements are considered "essential to
the functionality."  The amendments will now subject software-enabled
products to other revenue guidance and disclosure requirements, such as
guidance surrounding revenue arrangements with multiple-deliverables.

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

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.  There was not a material impact from the adoption of this
guidance on our 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>36

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4.  Controls and Procedures

Evaluation of Changes in Internal Control over Financial Reporting:

During the three months ended June 30, 2010, 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:

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

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

Management conducted its evaluation of disclosure controls and
procedures under the supervision of our chief executive officer and our
chief financial officer. Based on that evaluation, Edward Dillon, our
chief executive officer, and Nelson Stark, our chief financial officer
concluded that because of the material weaknesses in internal control
over financial reporting described below, our disclosure controls and
procedures were not effective as of June 30, 2010.

<PAGE>37
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On January 29, 2010, Genesis Electronics Group, Inc., Genesis
Electronics, Inc., and two of our officers, Raymond Purdon and Edward
Dillon (Plaintiffs), have filed a Complaint against Michael Louis
Lattuca and Charles Liebegott (Defendants), in the Circuit Court for
the 17th Judicial Circuit, Broward County, Florida Case # 10004394-11.
This Civil Action was taken against Mr. Lattuca and Mr. Liebegott for
reasons of fraudulent inducement, breach of contract and defamation,
causing damages to the Plaintiffs and for which relief is sought.   The
Defendants were hired on a trial-basis in June 2009 and terminated
after approximately 8-weeks and 3-weeks, respectively.  The law firms
of Pepper Hamilton LLP in Princeton, NJ and Law Office of Howard Neu,
P.A. in Pembroke Pines, FL are representing the Plaintiffs.

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

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

For the six months ended June 30, 2010, we received net
proceeds of $30,000 from the sale of 585,000 shares of
unregistered common shares.

In April 2010, we received net proceeds of approximately
$30,000 from the sale of 585,000 shares of our common stock.

In July 2010, in connection with a consulting agreement, we issued
350,000 shares of common stock for public relations and
marketing services until September 15, 2010.

In July 2010, we issued in aggregate 2,000,000 shares of
common stock to our CEO and officer of the Company in
connection with their employment agreements.

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>38

                             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:  April 6, 2011

GENESIS ELECTRONICS GROUP, INC.

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

By: /s/ Nelson Stark
---------------------------
Nelson Stark, CFO and Director