SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

-OR-

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

Commission File Number      0-50773


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

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

Yes  [ ]      No [x]

The number of outstanding shares of the registrant's common stock,
August 13, 2009:

  Common Stock  -  141,265,739



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

                                                             Page
                                                             ----

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements (Unaudited)                      3
Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations      19
Item 3.  Quantitative and Qualitative Disclosure About
           Market Risk                                        33
Item 4T. Controls and Procedures                              33

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                    35
Item 1A. Risk Factors                                         35
Item 2.  Unregistered Sales of Equity Securities and Use
           of Proceeds                                        35
Item 3.  Defaults upon Senior Securities                      35
Item 4.  Submission of Matters to a Vote of Security
           Holders                                            35
Item 5.  Other Information                                    35
Item 6.  Exhibits                                             35

SIGNATURES                                                    35



<PAGE>3
PART I
FINANCIAL INFORMATION

Item I - FINANCIAL STATEMENTS

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

                                                   <c>                  <c>
ASSETS
CURRENT ASSETS:
   Cash                                           $     78,809       $      2,319
   Prepaid expense and other current asset               3,160              3,160
                                                  ------------       ------------
   Total current assets                                 81,969              5,479
                                                  ------------       ------------
PROPERTY AND EQUIPMENT, net                             12,034              1,371
                                                  ------------       ------------
Total assets                                      $     94,003       $      6,850
                                                  ============       ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses          $    163,746       $    152,837
   Convertible debt                                    931,919            931,919
   Note payable                                         15,647             15,647
   Loan payable                                         40,000             40,000
   Due to related parties                               26,585             78,385
   Deferred revenue                                        325                682
                                                  ------------       ------------
   Total current liabilities                         1,178,222          1,219,470
                                                  ------------       ------------

STOCKHOLDERS' DEFICIT:
   Common stock, par value $0.001,
    300,000,000 authorized, 141,165,739 and
     106,602,989 issued and outstanding at June 30,
     2009 and December 31, 2008, respectively          141,166            106,603
   Additional paid-in-capital                        6,628,524          6,219,824
   Accumulated deficit                              (7,802,275)        (7,513,897)
   Subscription receivable                             (51,634)           (25,150)
                                                  ------------       ------------
   Total stockholders' deficit                      (1,084,219)        (1,212,620)
                                                  ------------       ------------

Total liabilities and stockholders' deficit       $     94,003       $      6,850
                                                  ============       ============
</TABLE>
See notes to unaudited consolidated financial statements



<PAGE>4
GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                For the Three Months Ended    For the Six Months Ended
                                     20089        2008            2009         2008
                                  ----------   ----------      ----------   ----------
                                 (Unaudited)   (Unaudited)    (Unaudited)  (Unaudited)

                                   <c>          <c>             <c>         <c>
Net Sales                        $    24,117   $    23,094   $    54,661   $    47,910
                                 -----------   -----------   -----------   -----------

Operating expenses
  Professional fees                   18,555         7,242        23,055        9,492
  Consulting fees                      8,339        60,521        18,240      202,329
  Compensation                        21,010        43,200        39,542      290,470
  Other selling, general and
    administrative                    38,621        42,250        63,976       88,154
                                 -----------     ---------   -----------   ----------
    Total operating expenses          86,525       153,213       144,813      590,445
                                 -----------     ---------   -----------   -----------
Loss from operations                 (62,408)     (130,119)      (90,152)    (542,535)
                                 -----------     ---------   -----------   ----------
Other income (expenses):
  Other expense                            -             -             -          (75)
  Gain on settlement of debt               -       469,284             -      469,284
  Impairment expense                       -    (1,717,602)            -   (1,717,602)
  Interest expense                  (197,113)   (1,050,830)     (198,226)  (1,050,830)
                                 -----------     ---------   -----------   ----------
    Total other income (expenses)   (197,133)   (2,299,148)     (198,226)  (2,299,223)
                                 -----------     ---------   -----------   ----------

Loss before provision for
  income taxes                      (259,521)   (2,429,267)     (288,378)  (2,841,758)
Provision for income taxes                 -             -             -            -
                                 -----------     ---------   -----------   ----------
  Net loss                       $  (259,521)  $(2,429,267)  $  (288,378) $(2,841,758)
                                 ===========   ===========   ===========  ===========

Net loss per common share
    - basic and diluted          $         -   $     (0.06)  $         -  $     (0.07)
                                 ===========   ===========   ===========  ===========
  Weighted average number of
   shares outstanding- basic
   and diluted                   136,387,928    44,021,129   125,444,427   40,484,195
                                 ===========    ==========   ===========   ==========
</TABLE>
See notes to unaudited consolidated financial statements



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

                                                     <c>               <c>
Cash flows from operating activities:
  Net loss                                            $ (288,378)     $(2,841,758)
                                                      ----------      -----------
  Adjustments to reconcile net loss to net cash
   used in operations:
    Depreciation                                             337            1,262
    Common stock issued for services                           -          266,000
    Stock warrants issued for services                         -           17,894
    Amortization of prepaid expense in connection
      with deferred compensation                               -          127,585
    Gain on settlement of debt                                 -         (469,284)
    Interest expense for the settlement of a related
      party loan                                         196,000                -
    Interest expense in connection with the
      settlement agreement                                     -        1,049,717
    Impairment of goodwill                                     -        1,717,602
  Changes in assets and liabilities:
    Accounts receivable and accrued expenses              10,909          (22,308)
    Deferred revenues                                       (357)            (586)
                                                       ---------        ---------
          Total adjustments                              206,889        2,687,882
                                                       ---------        ---------
Net cash used in operating activities                    (81,489)        (153,876)
                                                       ---------        ---------
Cash flows from investing activities:
  Capital expenditures                                   (11,000)               -
                                                       ---------        ---------
Net cash used in investing activities                    (11,000)               -
                                                       ---------        ---------
Cash flows from financing activities
  Proceeds from sale of common stock                     171,779          265,712
  Proceeds from related parties                                -            8,000
  Payments on related party advances                      (2,800)         (88,600)
                                                       ---------        ---------
Net cash provided by financing activities                168,979          185,112
                                                       ---------        ---------
Net increase in cash                                      76,490           31,236
Cash - beginning of the year                               2,319              850
                                                       ---------        ---------
Cash - end of the period                               $  78,809        $  32,086
                                                       =========        =========



<PAGE>6

Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                           $       -        $       -
                                                       =========        =========
    Income taxes                                       $       -        $       -
                                                       =========        =========
NON-CASH INVESTING AND FINANCIAL ACTIVITIES:
  Common stock issued for future services              $       -        $ 226,400
                                                       =========        =========
  Common stock issued for settlement of loans          $  49,000        $  55,146
                                                       =========        =========
</TABLE>
See notes to unaudited consolidated financial statements



<PAGE>7

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

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

Basis of presentation

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

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

Organization

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

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

Through December 31, 2005, the Company was a developmental stage e-
commerce company.  The Company currently operates an e-commerce website
that enables any business to establish a fully functional online retail



<PAGE>8

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

presence. Pricester.com is an Internet marketplace which allows vendors
to host their website with product and service listings and allows
consumers to search for listed products and services.

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

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

The share exchange is being accounted for as a purchase method
acquisition pursuant to Statement of Financial Accounting Standards No.
141 "Business Combinations".  Accordingly, the purchase price was
allocated to the fair value of the assets acquired and the liabilities
assumed.  The Company is the acquirer for accounting purposes and
Genesis is the acquired company.

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

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

Acquisition with Genesis

On May 22, 2008, the Company entered into an Agreement and Plan of Share
Exchange (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 (applying EITF
99-12 "Determination of the Measurement Date for the Market Price of
Acquirer Securities Issued in a Purchase Business Combination").The
total purchase price was common stock valued at $57,144.

The Company accounted for the acquisition utilizing the purchase method
of accounting in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations".  The Company is the
acquirer for accounting purposes and Genesis is the acquired company.

<PAGE>9

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

Accordingly, the Company applied push-down accounting and adjusted to
fair value all of the assets and liabilities directly on the financial
statements of the Subsidiary, Genesis Electronics, Inc.  The net
purchase price, including acquisition costs paid by the Company, was
allocated to the liabilities assumed on the records of the Company as
follows:

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

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

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

                                  The Company        The Company
                                  and Genesis        and Genesis
                                 for the six      for the six
                                 months ended       months ended
                                 June 30, 2009     June 30, 2008
                                 --------------     --------------
Pro forma revenues                $ 54,661            $ 47,910
Pro forma loss from
  operations                       (90,152)           (685,116)
Pro forma net loss                 288,378           3,010,145
Pro forma diluted loss
  per share                       $  (0.00)           $  (0.07)

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

Reclassification

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

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

<PAGE>10

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

financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates. Significant estimates in 2009 and 2008 include the valuation
of stock-based compensation, and the useful life of property, equipment,
website development and valuation of beneficial conversion feature in
connection with convertible debt.

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

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

Property and Equipment

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

Website Development

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

Impairment of Long-lived Assets

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," the Company periodically reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that the

<PAGE>11

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

carrying amount of the assets may not be fully recoverable.  The Company
recognizes an impairment loss when the sum of expected undiscounted
future cash flows is less than the carrying amount of the asset. The
amount of impairment is measured as the difference between the asset's
estimated fair value and its book value.  The Company did not consider
it necessary to record any impairment charges during the six months
ended June 30, 2009 and June 30, 2008.

Non-employee Stock-Based Compensation

The cost of stock based compensation awards issued to non-employees for
services are recorded at either the fair value of the services rendered
or the instruments issued in exchange for such services, whichever is
more readily determinable, using the measurement date guidelines
enumerated in Emerging Issues Task Force Issue ("EITF") 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or
Services" ("EITF 96-18").

Stock-Based Compensation

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

Prior to January 1, 2006, the Company accounted for stock-based employee
compensation plans (including shares issued under its stock option
plans) in accordance with APB Opinion No. 25 and followed the pro forma
net income, pro forma income per share, and stock-based compensation
plan disclosure requirements set forth in the Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation
("SFAS No. 123"). For the six months ended June 30, 2009, the Company
did not grant any stock options to employees.

Net Loss per Common Share

Basic loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
The computation of diluted net earnings per share does not include
dilutive common stock equivalents in the weighted average shares
outstanding as they would be anti-dilutive.  As of June 30, 2009 and
2008, there were options and warrants to purchase 2,525,000 and
2,025,000 shares of common stock which could potentially dilute future
earnings per share.



<PAGE>12

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

Income Taxes

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

Research and Development

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

Revenue Recognition

The Company follows the guidance of the Securities and Exchange
Commission's Staff Accounting Bulletin 104 for revenue recognition. In
general, the Company records revenue when persuasive evidence of an
arrangement exists, services have been rendered or product delivery has
occurred, the sales price to the customer is fixed or determinable, and
collectibility is reasonably assured. The following policies reflect
specific criteria for the various revenues streams of the Company:

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

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

Recent accounting pronouncements

On January 1, 2008, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements" ("SFAS 157"). SFAS 157 defines fair value as used in
numerous accounting pronouncements, establishes a framework for
measuring fair value and expands disclosure of fair value measurements.
In February 2008, the Financial Accounting Standards Board ("FASB")
issued FASB Staff Position, "FSP FAS 157-2-Effective Date of FASB
Statement No. 157" ("FSP 157-2"), which delays the effective date of
SFAS 157 for one year for certain nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair

<PAGE>13

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

value in the financial statements on a recurring basis (at least
annually).  Excluded from the scope of SFAS 157 are certain leasing
transactions accounted for under SFAS No.13, "Accounting for Leases."
The exclusion does not apply to fair value measurements of assets and
liabilities recorded as a result of a lease transaction but measured
pursuant to other pronouncements within the scope of SFAS 157.  The
Company does not expect that the adoption of the provisions of FSP 157-2
will have a material impact on its financial position, cash flows or
results of operations.

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

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

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



<PAGE>14

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

In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60".  SFAS No. 163 clarifies
how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts.  SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years.  SFAS No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.

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

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

In January 2009, the FASB issued FSP EITF 99-20-1, "Amendments to the
Impairment Guidance of EITF Issue No. 99"Recognition of Interest Income
and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets". FSP EITF 99-20-1 changes the impairment
model included within EITF 99-20 to be more consistent with the
impairment model of SFAS No. 115. FSP EITF 99-20-1 achieves this by
amending the impairment model in EITF 99-20 to remove its exclusive

<PAGE>15

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

reliance on "market participant" estimates of future cash flows used in
determining fair value. Changing the cash flows used to analyze other-
than-temporary impairment from the "market participant" view to a
holder's estimate of whether there has been a "probable" adverse change
in estimated cash flows allows companies to apply reasonable judgment in
assessing whether an other-than-temporary impairment has occurred. The
adoption of FSP EITF 99-20-1 did not have a material impact on our
consolidated financial statements.

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability have
Significantly Decreased and Identifying Transactions that Are Not
Orderly (FSP 157-4), and FSP FASB 107-1 and Accounting Principles Board
(APB) 28-1, Interim Disclosures about Fair Value of Financial
Instruments (FSP 107-1).  These two staff positions relate to fair value
measurements and related disclosures.  The FASB also issued a third FSP
relating to the accounting for impaired debt securities titled FSP FAS
115-2 and FAS 124-2, Recognition and Presentation of Other-Than-
Temporary Impairments (FSP 115-2).  These standards are effective for
interim and annual periods ending after June 15, 2009.  The Company has
determined that FSP 157-4 and FSP 115-2 do not currently apply to its
activities and has adopted the disclosure requirements of FSP 107-1.

In May 2009, the FASB issued Statement No. 165, "Subsequent Events"
("SFAS 165"), which establishes general standards of accounting for, and
requires disclosure of, events that occur after the balance sheet date
but before financial statements are issued or are available to be
issued.  The Company adopted the provisions of SFAS 165 for the quarter
ended June 30, 2009.  The adoption of these provisions did not have a
material effect on the Company's consolidated financial statements.

EITF 08-6, which is effective January 1, 2009, clarifies the accounting
for certain transactions and impairment considerations involving equity
method investments and is applied on a prospective basis to future
transactions.

EITF 08-7, which is effective January 1, 2009, clarifies that a
defensive intangible asset (an intangible asset that the entity does
not intend to actively use, but intends to hold to prevent others from
obtaining access to the asset) should be accounted for as a separate
unit of accounting and should be assigned a useful life that reflects
the entity's consumption of thee expected benefits related to the
asset.  EITF 08-7 is applied on a prospective basis to future
transactions.

FSP EITF 03-6-1 clarifies that share-based payment awards that entitle
holders to receive nonforfeitable dividends before they vest will be
considered participating securities and included in the earnings per


<PAGE>16

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

share calculation pursuant to the two class method. The effect of
adoption of FSP EITF 03-6-1 was not material to the Company's
consolidated results of operations.

APB 14-1 requires the issuer to separately account for the liability
and equity components of convertible debt instruments in a manner that
reflects the issuer's nonconvertible debt borrowing rate.  The
guidance will result in companies recognizing higher interest expense
in the statement of operations due to amortization of the discount
that results from separating the liability and equity components.  APB
14-1 was adopted on January 1, 2009, and did not affect the Company's
consolidated financial position or consolidated results of operations.

FSP FAS 115-2/124-2 changes existing guidance for determining whether
debt securities are other-than-temporarily impaired and replaces the
existing requirement that the entity's management assert it has both
the intent and ability to hold an impaired security until recovery
with a requirement that management assert: (a) it does not have the
intent to sell the security; and (b) it is more likely than not it
will not have to sell the security before recovery of its cost basis.
FSP FAS 115-2/124-2 requires entities to separate an other-than-
temporary impairment of a debt security into two components when there
are credit related losses associated with the impaired debt security
for which management asserts that it does not have the intent to sell
the security, and it is more likely than not that it will not be
required to sell the security before recovery of its cost basis.  The
amount of the other-than-temporary impairment related to a credit loss
is recognized in earnings, and the amount of the other-than-temporary
impairment related to other factors is recorded in other comprehensive
loss.  Since FSP FAS 115-2/124-2 is effective for interim reporting
periods ending after June 15, 2009, the Company will adopt the
provisions of FSP FAS 115-2/124-2 during the second quarter of 2009
and is currently assessing the impact of adoption on its consolidated
financial position and consolidated results of operations.

FSP FAS 107-1/APB 28-1 requires disclosures about fair values of
financial instruments in interim and annual financial statements.
Prior to the issuance of FSP FAS 107-1/APB 28-1, disclosures about
fair values of financial instruments were only required to be
disclosed annually.  FSP FAS 107-1/APB 28-1 requires disclosures about
fair value of financial instruments in interim and annual financial
statements.  Since FSP FAS 107-1/APB 28-1 is effective for interim
reporting periods ending after June 15, 2009, the Company will adopt
FSP FAS 107-1/APB 28-1 in the second quarter 2009.  Since FSP FAS 107-
1/APB 28-1 requires only additional disclosures of fair values of
financial instruments in interim financial statements, the adoption
will not affect the Company's consolidated financial position or
consolidated results of operations.



<PAGE>17

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

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers
of Financial Assets, an amendment to SFAS No. 140 (SFAS 166). SFAS 166
eliminates the concept of a "qualifying special-purpose entity,"
changes the requirements for derecognizing financial assets, and
requires additional disclosures in order to enhance information
reported to users of financial statements by providing greater
transparency about transfers of financial assets, including
securitization transactions, and an entity's continuing involvement in
and exposure to the risks related to transferred financial assets.
SFAS 166 is effective for fiscal years beginning after November 15,
2009.  The Company will adopt SFAS 166 in fiscal 2010 and is
evaluating the impact it will have on the consolidated results of the
Company.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (SFAS 167). The amendments include: (1) the
elimination of the exemption for qualifying special purpose entities,
(2) a new approach for determining who should consolidate a variable-
interest entity, and (3) changes to when it is necessary to reassess
who should consolidate a variable-interest entity.  SFAS 167 is
effective for the first annual reporting period beginning after
November 15, 2009 and for interim periods within that first annual
reporting period.  The Company will adopt SFAS 167 in fiscal 2010 and
is evaluating the impact it will have on the consolidated results of
the Company.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (SFAS 168). SFAS 168 replaces FASB Statement No.
162, The Hierarchy of Generally Accepted Accounting Principles, and
establishes the FASB Accounting Standards Codification TM (the
Codification) as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with generally
accepted accounting principles (GAAP).  SFAS 168 is effective for
interim and annual periods ending after September 15, 2009.  The
Company will begin to use the new Codification when referring to GAAP
in its quarterly report on Form 10-Q for the quarter ending September
30, 2009.  This will not have an impact on the consolidated results of
the Company.

EITF 07-1 defines collaborative arrangements and establishes reporting
requirements for transactions between participants in a collaborative
arrangement and between participants in the arrangement and third
parties.  The effect of adoption of EITF 07-1 did not affect the
Company's consolidated financial position or consolidated results of
operations.

The Company evaluated subsequent events through the time of filing
this Quarterly Report on Form 10-Q on August 13, 2009.  We are not
aware of any significant events that occurred subsequent to the

<PAGE>18

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

balance sheet date but prior to the filing of this report that would
have a material impact on our Condensed Consolidated Financial
Statements.

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

NOTE 2 - PROPERTY AND EQUIPMENT

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

                                             Useful Life
                                               (Years)
                                             -----------
  Computer equipment and software                  5       $  12,542
  Office furniture and fixtures and
    equipment                                      7           4,328
                                                           ---------
                                                              16,870
  Less accumulated depreciation                              (15,836)
                                                            --------
                                                            $  1,034
                                                            ========

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

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

For the six months ended June 30, 2009 and 2008, depreciation expense
amounted to $337 and $1,262, respectively.



<PAGE>19

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

NOTE 3 - LOANS PAYABLE

On May 22, 2008, in connection with the Merger, the Company assumed
loans payable from certain third parties.  These loans bear 8% interest
per annum and are payable on demand.  As of June 30, 2009, loans payable
and related accrued interest amounted to $40,000 and $9,971,
respectively.  As of December 31, 2008, loans payable and related
accrued interest amounted to $40,000 and $8,371, respectively.


NOTE 4 - RELATED PARTY TRANSACTIONS

Certain officers of the Company advance funds to the Company for working
capital purposes.  The advances are non-interest bearing and are payable
on demand.

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

At June 30, 2009 and December 31, 2008, the Company owed these related
parties $26,585 and $78,385 respectively,


NOTE 5 - NOTE PAYABLE

On May 22, 2008, in connection with the acquisition, the Company assumed
a note payable from a third party.  These loans bear 8% interest per
annum and is payable on demand.  As of June 30, 2009, note payable and
related accrued interest amounted to $15,647 and $6,541, respectively.
As of December 31, 2008, note payable and related accrued interest
amounted to $15,647 and $6,228, respectively.


NOTE 6 - CONVERTIBLE DEBT

On May 22, 2008, in connection with the acquisition, the Company assumed
certain debts from a third party, Corporate Debt Solutions ("Corporate
Debt") amounting to $1,049,717.  Corporate Debt assumed a total of
$1,049,717 of promissory notes issued by two former officers of Genesis
and a certain third party.  These promissory notes were issued to the
Company's subsidiary, Genesis.  Immediately following the closing of the
Merger, on May 23, 2008, the Company entered into a settlement agreement
with Corporate Debt Solutions ("Corporate Debt").  Pursuant to the
settlement agreement, the Company shall issue shares of common stock and
deliver to Corporate Debt, to satisfy the principal and interest due and
owing through the issuance of freely trading securities of up to
100,000,000 shares.  The parties have agreed that Corporate Debt shall

<PAGE>20

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

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


NOTE 7 - GOING CONCERN

The accompanying unaudited consolidated financial statements are
prepared assuming the Company will continue as a going concern.  Going
concern contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of
time.  The Company was in the development stage through December 31,
2005 and has an accumulated deficit of $7,802,275, had net losses,
negative working capital and negative cash flows from operations for the
six months ended June 30, 2009 of $288,378, $1,096,253 and $81,489
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, 2009, the
Company sold 29,662,750 common shares for net proceeds of $145,029 and
subscription receivable of $53,234. For the six months ended June 30,
2009 the Company collected subscription receivable of $26,750

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

<PAGE>21

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

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

NOTE 8 - STOCKHOLDERS' DEFICIT

Common Stock

For the six months ended June 30, 2009, the Company received net
proceeds of $145,029 and subscription receivable of $53,234 from the
sale of 29,662,750 shares of the Company's common stock.

For the six months ended June 30, 2009, the Company collected
subscription receivable of $26,750.

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

Stock Options

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

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



<PAGE>22

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

The following table summarizes the Company's stock option outstanding at
June 30, 2009:
                              OPTIONS OUTSTANDING AND EXERCISABLE
                              -----------------------------------

                                         WEIGHTED       WEIGHTED
                                          AVERAGE       AVERAGE
          RANGE OF                       REMAINING      EXERCISE
      EXERCISE PRICE       NUMBER          LIFE          PRICE
      --------------       ------        ---------      --------
           $ 0.40        2,025,000     1 year after       0.40
                                       effective
                                       registration

NOTE 9 - SUBSEQUENT EVENTS

In August 2009, the Company received net proceeds of approximately
$4,500 from the sale of 100,000 shares of the Company's common stock.




<PAGE>23

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

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

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

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

PLAN OF OPERATIONS

We have only received minimal revenues.  We only have sufficient cash on
hand to meet funding requirements for the next 60-90 days.  We do not
have sufficient cash on hand to meet funding requirements for the next
twelve months.  Although we eventually intend to primarily fund general
operations and our marketing program with revenues received from the
sale of solar charger and related products and the Pricester Custom
Designed Websites, hosting and transaction fees, our revenues are not
increasing at a rate sufficient to cover our monthly expenses in the
near future.  We will have to seek alternative funding through debt or
equity financing in the next twelve months that could result in
increased dilution to the shareholders.  No specific terms of possible
equity or debt financing have been determined or pursued.

GOING CONCERN

As reflected in the accompanying consolidated financial statements, we
had an accumulated deficit of approximately $7.8 million, a working
capital deficit of $1,096,253, had net losses for the six months ended
June 30, 2009 of $288,378 and cash used in operations during the six
months ended June 30, 2009 of $81,489.  While we are attempting to
increase sales, it has not been significant enough to support the
registrant's daily operations.  We will attempt to raise additional
funds by way of a public or private offering.  While we believe in the
viability of our strategy to improve sales volume and in our ability to
raise additional funds, there can be no assurances to that effect.  Our
limited financial resources have prevented us from aggressively



<PAGE>24

advertising our products and services to achieve consumer recognition.
Our ability to continue as a going concern is dependent on our ability
to further implement our business plan and generate increased revenues.

CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

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

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

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



<PAGE>25

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

Results of Operations.

For the six months ended June 30, 2009 compared to the six months ended
June 30, 2008

Net sales for the six months ended June 30, 2009 were $54,661 as
compared to net sales of $47,910 for the six months ended June 30, 2008,
an increase of $6,751 or approximately 14%. We are continuing to create
customer awareness for our products.  Additionally, we have begun
offering website hosting services. There can be no assurances that we
will continue to recognize similar net revenue in future periods or that
we will ever report profitable operations.

Total operating expenses for the six months ended June 30, 2009 were
$144,813, a decrease of $445,632, or approximately 75%, from total
operating expenses for the six months ended June 30, 2008 of $590,445.
This decrease is primarily attributable to:

      -   an increase of $13,563, or approximately 143%, in professional
fees incurred in connection with our SEC filings. This increase is
primarily related to increase in audit fees,

   -   a decrease of $184,089, or approximately 91%, in consulting fees
in connection with the issuance of our common stock for services
rendered and amortization of prepaid expense in connection with deferred
compensation in 2008.  This decrease is primarily attributable to a
decrease in issuance of our common stock for services rendered during
the six months ended June 30, 2009 as compared to the same period in
2008,

   -   a decrease of $250,928, or 86%, in compensation expense to
$39,542 for the six months ended June 30, 2009 as compared to $290,470
for the six months ended June 30, 2008.  Compensation expense which
includes salaries and stock based compensations to our employees.
During the six months ended June 30, 2009, we did not issue shares of
our common stock as compensation to our employees and is primarily
attributable to this decrease.  During the six months ended June 30,
2008, the Company issued in aggregate 3,000,000 shares of common stock
to our CEO and an officer in connection with their employment agreements
dated January 14, 2008.  Additionally, the decrease is also attributable
to the decrease in employees,

   -   a decrease of $24,178, or approximately 27%, in other selling,
general and administrative expenses as a result of decrease in general
expenses and office expenses attributable to decreased spending due to
limited financial resources.



<PAGE>26

We reported a loss from operations of $90,152 for six months ended June
30, 2009 as compared to a loss from operations of $542,535 for the six
months ended June 30, 2008.

Total other expense for the six months ended June 30, 2009 were
$198,226, a decrease of $2,100,997, from total other expense for six
months ended June 30, 2008 of $2,299,223.  This decrease is primarily
attributable to:

   -  a decrease of $852,604 in interest expense as a result of the
assumption of certain convertible debt in connection with a settlement
agreement entered into on May 23, 2008.  We also recognized a gain on
settlement of debt of $469,284 to a former officer of Genesis in
connection with this settlement agreement during the six months ended
June 30, 2008.

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

We reported a net loss of $288,378 or (0.00) per share for the six
months ended June 30, 2009 as compared to a net loss of $2,841,758 or
$(0.07) per share for the six months ended June 30, 2008.

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

Net sales for the three months ended June 30, 2009 were $24,117 as
compared to net sales of $23,094 for the three months ended June 30,
2008, an increase of $1,023 or approximately 4%. We are continuing to
create customer awareness for our products.  Additionally, we have begun
offering website hosting services. There can be no assurances that we
will continue to recognize similar net revenue in future periods or that
we will ever report profitable operations.

Total operating expenses for the three months ended June 30, 2009 were
$86,525, a decrease of $66,688, or approximately 44%, from total
operating expenses for the three months ended June 30, 2008 of $153,213.
This decrease is primarily attributable to:

      -   an increase of $11,313, or approximately 100%, in professional
fees incurred in connection with our SEC filings. This increase is
primarily related to increase in audit fees,

   -   a decrease of $52,182, or approximately 86%, in consulting fees
in connection with the issuance of our common stock for services
rendered and amortization of prepaid expense in connection with deferred
compensation in 2008. This decrease is primarily attributable to a
decrease in issuance of our common stock for services rendered during
the three months ended June 30, 2009 as compared to the same period in
2008,



<PAGE>27

   -   a decrease of $22,190, or 51%, in compensation expense to $21,010
for the three months ended June 30, 2009 as compared to $43,200 for the
three months ended June 30, 2008.  Compensation expense which includes
salaries and stock based compensations to our employees.  During the
three months ended June 30, 2009, the decrease is primarily attributable
to the decrease in employees,

   -   a decrease of $3,629, or approximately 9%, in other selling,
general and administrative expenses as a result of decrease in general
expenses and office expenses attributable to decreased spending due to
limited financial resources.

We reported a loss from operations of $62,408 for three months ended
June 30, 2009 as compared to a loss from operations of $130,119 for the
three months ended June 30, 2008.

Total other expense for the three months ended June 30, 2009 were
$197,113, an increase of $2,102,035, from total other expense for three
months ended June 30, 2008 of $2,299,148. This increase is primarily
attributable to:

   -  a decrease of $853,717 in interest expense as a result of the
assumption of certain convertible debt in connection with a settlement
agreement entered into on May 23, 2008. We also recognized a gain on
settlement of debt of $469,284 to a former officer of Genesis in
connection with this settlement agreement during the three months ended
June 30, 2008.

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

We reported a net loss of $259,521 or (0.00) per share for the three
months ended June 30, 2009 as compared to a net loss of $2,429,267 or
$(0.06) per share for the three months ended June 30, 2008.

Liquidity and Capital Resources

During the six months ended June 30, 2009, we received net proceeds of
$145,029 and subscription receivable of $53,234 from the sale of our
common stock.  For the six months ended June 30, 2009, we collected
subscription receivable of $26,750. These funds were used for working
capital purposes.

Net cash used in operating activities for the six months ended June 30,
2009 amounted to $81,489 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 $10,552.  Net cash used in
operating activities for the six months ended June 30, 2008 amounted to
$153,876 and was primarily attributable to our net losses of $2,841,758
offset by stock based compensation of $283,894, amortization of prepaid
expense in connection with deferred compensation of $127,585,
depreciation of $1,262, impairment expense of $1,717,602, interest

<PAGE>28

expense of $1,049,717 in connection with the settlement agreement and
add back of gain on settlement of debt of $469,284 and changes in assets
and liabilities of $22,894.

Net cash flows used in investing activities was $11,000 for the six
months ended June 30, 2009 as compared to $0 for the six months ended
June 30, 2008.

Net cash flows provided by financing activities was $168,979 for the six
months ended June 30, 2009 as compared to net cash provided by financing
activities of $185,112 for the six months ended June 30, 2008, a
decrease of $16,133.  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.  For the six months ended June 30, 2008, we received
proceeds from the sale of common stock of $265,712, proceeds from
related parties of $8,000 and offset by payments on related party
advances of $88,600.

We reported a net increase in cash for the six months ended June 30,
2009 of $76,490 as compared to a net increase in cash of $31,236 for the
six months ended June 30, 2008.  At June 30, 2009, we had cash on hand
of $78,809.

RECENT ACCOUNTING PRONOUNCEMENTS

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



<PAGE>29

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

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

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

In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60".  SFAS No. 163 clarifies
how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts.  SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years.  SFAS No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("FSP EITF 03-6-1").  FSP
EITF 03-6-1 addresses whether instruments granted in share-based payment

<PAGE>30

transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share
under the two-class method as described in FASB Statement of Financial
Accounting Standards No. 128, "Earnings per Share."  FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning on
or after December 15, 2008 and earlier adoption is prohibited.  We are
not required to adopt FSP EITF 03-6-1; neither do we believe that FSP
EITF 03-6-1 would have a material effect on our financial position and
results of operations if adopted.

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

In January 2009, the FASB issued FSP EITF 99-20-1, "Amendments to the
Impairment Guidance of EITF Issue No. 99"Recognition of Interest Income
and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets". FSP EITF 99-20-1 changes the impairment
model included within EITF 99-20 to be more consistent with the
impairment model of SFAS No. 115. FSP EITF 99-20-1 achieves this by
amending the impairment model in EITF 99-20 to remove its exclusive
reliance on "market participant" estimates of future cash flows used in
determining fair value. Changing the cash flows used to analyze other-
than-temporary impairment from the "market participant" view to a
holder's estimate of whether there has been a "probable" adverse change
in estimated cash flows allows companies to apply reasonable judgment in
assessing whether an other-than-temporary impairment has occurred. The
adoption of FSP EITF 99-20-1 did not have a material impact on our
consolidated financial statements.

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability have
Significantly Decreased and Identifying Transactions that Are Not
Orderly (FSP 157-4), and FSP FASB 107-1 and Accounting Principles Board
(APB) 28-1, Interim Disclosures about Fair Value of Financial
Instruments (FSP 107-1).  These two staff positions relate to fair value
measurements and related disclosures.  The FASB also issued a third FSP
relating to the accounting for impaired debt securities titled FSP FAS
115-2 and FAS 124-2, Recognition and Presentation of Other-Than-
Temporary Impairments (FSP 115-2).  These standards are effective for



<PAGE>31

interim and annual periods ending after June 15, 2009.  The Company has
determined that FSP 157-4 and FSP 115-2 do not currently apply to its
activities and has adopted the disclosure requirements of FSP 107-1.

In May 2009, the FASB issued Statement No. 165, "Subsequent Events"
("SFAS 165"), which establishes general standards of accounting for, and
requires disclosure of, events that occur after the balance sheet date
but before financial statements are issued or are available to be
issued.  The Company adopted the provisions of SFAS 165 for the quarter
ended June 30, 2009.  The adoption of these provisions did not have a
material effect on the Company's consolidated financial statements.

EITF 08-6, which is effective January 1, 2009, clarifies the accounting
for certain transactions and impairment considerations involving equity
method investments and is applied on a prospective basis to future
transactions.

EITF 08-7, which is effective January 1, 2009, clarifies that a
defensive intangible asset (an intangible asset that the entity does
not intend to actively use, but intends to hold to prevent others from
obtaining access to the asset) should be accounted for as a separate
unit of accounting and should be assigned a useful life that reflects
the entity's consumption of thee expected benefits related to the
asset.  EITF 08-7 is applied on a prospective basis to future
transactions.

FSP EITF 03-6-1 clarifies that share-based payment awards that entitle
holders to receive nonforfeitable dividends before they vest will be
considered participating securities and included in the earnings per
share calculation pursuant to the two class method.  The effect of
adoption of FSP EITF 03-6-1 was not material to the Company's
consolidated results of operations.

APB 14-1 requires the issuer to separately account for the liability
and equity components of convertible debt instruments in a manner that
reflects the issuer's nonconvertible debt borrowing rate.  The
guidance will result in companies recognizing higher interest expense
in the statement of operations due to amortization of the discount
that results from separating the liability and equity components.  APB
14-1 was adopted on January 1, 2009, and did not affect the Company's
consolidated financial position or consolidated results of operations.

FSP FAS 115-2/124-2 changes existing guidance for determining whether
debt securities are other-than-temporarily impaired and replaces the
existing requirement that the entity's management assert it has both
the intent and ability to hold an impaired security until recovery
with a requirement that management assert: (a) it does not have the
intent to sell the security; and (b) it is more likely than not it
will not have to sell the security before recovery of its cost basis.
FSP FAS 115-2/124-2 requires entities to separate an other-than-
temporary impairment of a debt security into two components when there
are credit related losses associated with the impaired debt security
for which management asserts that it does not have the intent to sell
the security, and it is more likely than not that it will not be

<PAGE>32

required to sell the security before recovery of its cost basis.  The
amount of the other-than-temporary impairment related to a credit loss
is recognized in earnings, and the amount of the other-than-temporary
impairment related to other factors is recorded in other comprehensive
loss.  Since FSP FAS 115-2/124-2 is effective for interim reporting
periods ending after June 15, 2009, the Company will adopt the
provisions of FSP FAS 115-2/124-2 during the second quarter of 2009
and is currently assessing the impact of adoption on its consolidated
financial position and consolidated results of operations.

FSP FAS 107-1/APB 28-1 requires disclosures about fair values of
financial instruments in interim and annual financial statements.
Prior to the issuance of FSP FAS 107-1/APB 28-1, disclosures about
fair values of financial instruments were only required to be
disclosed annually.  FSP FAS 107-1/APB 28-1 requires disclosures about
fair value of financial instruments in interim and annual financial
statements.  Since FSP FAS 107-1/APB 28-1 is effective for interim
reporting periods ending after June 15, 2009, the Company will adopt
FSP FAS 107-1/APB 28-1 in the second quarter 2009.  Since FSP FAS 107-
1/APB 28-1 requires only additional disclosures of fair values of
financial instruments in interim financial statements, the adoption
will not affect the Company's consolidated financial position or
consolidated results of operations.

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers
of Financial Assets, an amendment to SFAS No. 140 (SFAS 166). SFAS 166
eliminates the concept of a "qualifying special-purpose entity,"
changes the requirements for derecognizing financial assets, and
requires additional disclosures in order to enhance information
reported to users of financial statements by providing greater
transparency about transfers of financial assets, including
securitization transactions, and an entity's continuing involvement in
and exposure to the risks related to transferred financial assets.
SFAS 166 is effective for fiscal years beginning after November 15,
2009.  The Company will adopt SFAS 166 in fiscal 2010 and is
evaluating the impact it will have on the consolidated results of the
Company.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (SFAS 167). The amendments include: (1) the
elimination of the exemption for qualifying special purpose entities,
(2) a new approach for determining who should consolidate a variable-
interest entity, and (3) changes to when it is necessary to reassess
who should consolidate a variable-interest entity.  SFAS 167 is
effective for the first annual reporting period beginning after
November 15, 2009 and for interim periods within that first annual
reporting period.  The Company will adopt SFAS 167 in fiscal 2010 and
is evaluating the impact it will have on the consolidated results of
the Company.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (SFAS 168). SFAS 168 replaces FASB Statement No.
162, The Hierarchy of Generally Accepted Accounting Principles, and

<PAGE>33

establishes the FASB Accounting Standards Codification TM (the
Codification) as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with generally
accepted accounting principles (GAAP).  SFAS 168 is effective for
interim and annual periods ending after September 15, 2009.  The
Company will begin to use the new Codification when referring to GAAP
in its quarterly report on Form 10-Q for the quarter ending September
30, 2009.  This will not have an impact on the consolidated results of
the Company.

EITF 07-1 defines collaborative arrangements and establishes reporting
requirements for transactions between participants in a collaborative
arrangement and between participants in the arrangement and third
parties.  The effect of adoption of EITF 07-1 did not affect the
Company's consolidated financial position or consolidated results of
operations.

The Company evaluated subsequent events through the time of filing
this Quarterly Report on Form 10-Q on August 13, 2009.  We are not
aware of any significant events that occurred subsequent to the
balance sheet date but prior to the filing of this report that would
have a material impact on our Condensed Consolidated Financial
Statements.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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


Item 4T.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

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

Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has evaluated
the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report.  Based on that evaluation, our



<PAGE>34

CEO and CFO, or the persons performing similar functions, concluded that
our disclosure controls and procedures were not effective as of June 30,
2009.


Subsequent to the registrant's quarter ended June 30, 2008, the auditor
advised the registrant that he believed there was a material deficiency
in internal controls and a lack of corporate governance regarding the
registrant's acquisition of Genesis.  Despite several requests, the
auditor did not receive the necessary documents and financial records to
audit the financial records of Genesis, prepare the required overdue 8K
proforma financials of the acquisition and to perform the review of the
Form 10Q and related financial statements.  The auditor did not feel
comfortable with management and their lack of due diligence in their
recent acquisition and other matters.  The board of directors discussed
the subject matter of the disagreement with the former accountant and
the registrant has authorized the former accountant to respond fully to
the inquiries of the successor accountant concerning the subject matter
of such disagreements.

Additionally, the report of the former auditor was not reissued.
However, the report was not removed from the Form 10-K filed in March
2009.

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

Evaluation of Changes in Internal Control over Financial Reporting:

Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has evaluated
changes in our internal controls over financial reporting that occurred
during the second quarter of 2009.  Based on their evaluation and the
situations described above, our CEO and CFO, or those persons performing
similar functions, identified that the newly implemented internal
controls over financial reporting will materially affect, or is
reasonably likely to materially affect, our internal control over
financial reporting.



<PAGE>35

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  None.

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

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

For the six months ended June 30, 2009, Genesis received net proceeds of
$145,029 and subscription receivable of $53,234 from the sale of
29,662,750 shares of Genesis' common stock.

For the six months ended June 30, 2009, Genesis collected subscription
receivable of $26,750.

In May 2009, Genesis issued 4,900,000 shares of common stock to Edward
C. Dillon, an officer of Genesis in connection with a settlement of
related party loans of $49,000.

Item 3. Defaults Upon Senior Securities.  None.

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

Item 5. Other Information.  None.

Item 6. Exhibits

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

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:  August 13, 2009

GENESIS ELECTRONICS GROUP, INC.

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