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

                                   FORM 10-KSB

[ ]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                 For the fiscal period ended September 30, 2001

[X]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                        Commission file number 333-86347

                         GENESIS TECHNOLOGY GROUP, INC.
                         ------------------------------
                 (Name of Small Business Issuer in Its Charter)

                 FLORIDA                             65-1130026
                 -------                             ----------
     (State or Other Jurisdiction of              (I.R.S. Employer
      Incorporation or Organization)             Identification No.)

        301 Clematis Street, Suite 3124, West Palm Beach, Florida 33401
        ---------------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                                 (561) 835-6600
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Securities Exchange Act of
1934:

   Title of Each Class     Name of Each Exchange on Which Registered
   -------------------     -----------------------------------------
         None                                None

Securities registered under Section 12(g) of the Securities Exchange Act of
1934: None; report is filed pursuant to section 15D

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X] No filing is required.

State registrant's revenues for the nine months ended September 30, 2001:
$ 2,058,152

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on December 31, 2001 computed by reference to the closing bid
price of its Common Stock as reported by the OTC Bulletin Board on that date
($0.50 per share): $6.6 million.

The number of shares outstanding of the registrant's Common Stock, par value
$.001 per share (the "Common Stock") as of December 31 was 23,864,353.

                                       1
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PART 1

ITEM 1. DESCRIPTION OF BUSINESS

         Genesis Technology Group Inc. was formed as the result of a change in
business model and management of newagecities.com, Inc., which ceased active
operations at the end of June 2001. Newagecities.com's failure to successfully
complete a planned financing of $3-5 million in June 2001 resulted in the merger
between the Company and New Leaf Distributing not being completed and previous
management seeking other alternatives for the business.

         On August 1, 2001, the Company completed an Agreement and Plan of
Reorganization with Genesis Systems, Inc., a Minnesota corporation and the
shareholders of Genesis Systems, Inc. In conjunction with the acquisition, the
Company issued 10,312,500 shares of its Common Stock in exchange for all of the
capital stock of Genesis Systems. Prior to the transaction, Messrs. Joseph
Ardito and Stanley Seigel resigned as Officers and/or Directors of the Company.
Kenneth Shenkman continues as Vice President and Director of the Company. James
Wang joined the Company as Chief Executive Officer, President, and Chairman of
the Board of Directors after the transaction.

         On August 14, 2001, the Company entered into a Stock Purchase Agreement
with PropaMedia, Inc. and the shareholders of PropaMedia, Inc. Under the terms
of this agreement the Company acquired all of the issued and outstanding capital
stock of PropaMedia in exchange for all of the shares of MemberNet, Inc., a
wholly owned subsidiary of the Company. Upon effectiveness of the Stock Purchase
Agreement, PropaMedia became a wholly owned subsidiary of the Company and the
former shareholders of PropaMedia acquired a wholly owned interest in Member
Net, Inc. from the Company

         On August 22, 2001, the Company entered into a Stock Purchase Agreement
with Shanghai G-Choice Science and Technology Development Company Ltd.
("G-Choice") and the shareholders of G-Choice. Under this agreement the
shareholders of G-Choice exchanged 80% of the issued and outstanding capital
stock of G-Choice in exchange for 800,000 restricted shares of the Company
common stock. Upon the effectiveness of this agreement, G-Choice became an 80%
owned subsidiary of the Company.

Our Background

         Psychicnet.com, Inc. was formed on January 29, 1999 to provide "New
Age" services and products on the Internet. On April 6, 1999, Psychicnet was
acquired by Virginia City Gold Mines, Inc., an Idaho corporation, for 2,700,000
shares of common stock. The exchange was completed through an Agreement and Plan
of Reorganization between Psychicnet and Virginia City. Virginia City had no
operations at the time of the acquisition. The exchange was accounted for as a
reverse acquisition under the purchase method for business combinations.
Subsequent to the exchange, Virginia City changed its name to newagecities.com,
Inc.

         On October 12, 2001 the shareholders of the Company voted upon and
approved an Agreement and Plan of Merger providing for the merger of the Company
with and into Genesis Technology Group, Inc., a Florida corporation,
wholly-owned by the Company. The purpose of the merger was to change the
Company's domicile from Idaho to Florida. Effective following the completion of
the merger, the Company's Florida domicile corresponds to the state in which its
principal offices are located, and the Company will be subject to the Florida
Business Corporation Act, rather than the Corporate Laws of the State of Idaho.
In addition, the Company's name and stock symbol have changed to Genesis
Technology Group, Inc. and GTEC, which better reflects the Company's current
business plan.

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<PAGE>

         Genesis Technology Group, Inc. (Genesis) is a broad-based holding and
service company engaged in owning, investing in, and managing what management
believes will be leading technology companies in the U.S. and China. Genesis'
mission is to accelerate the business and success of its Partner organizations,
which consist primarily of subsidiaries or other companies in which Genesis has
a controlling interest. For these Partner companies, Genesis is expected to be
an important source of financial, operational and managerial support.

Overview

         Genesis' strategy includes the internal development and operation of
majority owned subsidiaries within the corporate family, as well as investment
in other high technology companies either directly by the Company, or through
other venture capital arrangements. The strategy also envisions and promotes
opportunities for synergistic business relationships among all of these Partner
companies.

         Partner companies are companies that are engaged in the development of
technology businesses in any of a variety of arenas. Genesis provides Partner
companies funding through loans or equity participation. Genesis also offers
Partner companies active management, operating guidance, acquisition and
disposition assistance, management recruitment, and innovative financing. The
purpose of these services is to enhance the Partner's future growth and to
expand their business. Genesis management actively seeks companies looking to
establish or expand their business or who wish to extend their production but
are in need of capital and technical know-how to carry out their business plans.

         The Company is actively seeking business situations that present
opportunities in the realm of technology. The Company is looking to acquire and
invest in other companies that have a demonstrable potential for success as a
technology business. The Company is able to bring talent in the areas of
marketing, finance and business development in an effort to guide those
companies to success. The Company seeks companies that complement those in which
it already has an investment so that these companies can, together, form a
technology community.

         The search for potential Partner companies is focused on identifying
prospective leading technology organizations then approaching them on an
out-right acquisition of the business. Management seeks organizations that
already have a solid revenue growth model, are implementing aggressive business
plans, have first market advantage and are viewed as innovators. Genesis'
management team acts as the first line of review for all investments in the
business areas identified as strategic to Genesis growth plans. Reviews take a
detailed look into the markets served, the business operations, the people
talent, competition and some of the due-diligence characteristics present in an
outright acquisition.

         Genesis' goal is to maximize shareholder value by building a
significant revenue and earnings base via acquisition, operation and development
of a broad base of technology companies. When appropriate, we may take these
Partner companies and other joint ventures public through a spin-off or a rights
offering. A rights offering is an initial public offering of the joint venture
and subsidiaries, directed to Genesis' shareholders. It involves the grant to
Genesis' shareholders of a transferable right to buy shares of the joint
venture's stock at a price established by the joint venture, Genesis and any
underwriter. Genesis' shareholders can exercise the rights, thereby
participating in the rights offerings usually reserved for larger investors, or
they may sell the rights at the prevailing market price, if a market is made.
Growth in the value of public joint ventures and subsidiaries directly benefits
our shareholders who continue to hold the shares purchased in the rights
offering. In addition, some ventures and subsidiaries may be combined with other
operating units, some sold, and others retained as private companies. Genesis
management has no specific plans with regard to any of the approaches just
described and may not implement any of these strategies in the future.

         Genesis also expects to derive revenues by providing a range of
services to other public and private companies. The services offered are based
on the expertise of Genesis's management team and the management of its Partner
companies. Services offered range from interactive online marketing and public
relations to technology consulting and software development.

                                       3
<PAGE>

OBJECTIVE AND STRATEGY

         We intend to be a source of financial and operational support for our
partner organizations - accelerating their business and success. In exchange, we
will own or become a significant shareholder in these companies. We intend to
develop a diverse group of partner companies that will enable Genesis Technology
Group to be involved in most major sectors of the technology economy including
information technology, biotechnology, telecommunications, computer hardware and
software, networking, environmental technology, e-commerce, and others. Driving
shareholder value, we intend to spread our investment opportunities among a
diverse array of technology organizations. We do not expect to operate as an
investment company in accordance with the investment company act of 1940, and we
will limit our activities in order not to become subject to that act.

Our due diligence of these organizations will include:

-        Market Need - customer/market need-high growth potential

-        People - management leadership, skills, energy and focus

-        Buzz - "high noise" factor, first-market advantage

-        Technology - strong ascendancy, high barrier to entry

-        Partner Fit - complements current Partner organizations

-        Competition - little or none currently


     The Management Team will act as the first line of review for all
investments in the business areas identified as strategic to Genesis growth
plans. The review will take a critical look into the markets served, the
business operations, the people talent, competition and some of the
due-diligence characteristics present in an outright acquisition.

     Genesis' Board will be presented with a comprehensive summary of each
potential acquisition and investment and will make the final decision on any
transactions. All post decision details will by implemented by the management
team along with any "outside" assistance (i.e. lawyers, accountants, experts,
etc.) as required.

     Genesis intends to be a cross-Pacific consulting, soft incubation, and
merger and acquisition company and a bridge between the United States
and Greater China markets. We are committed to helping our clients,
entrepreneurs, and investors benefit by seeking out sound investment
opportunities, and providing relevant business strategies and cross-Pacific
strategic alliances in today's increasingly globalized marketplace. With
emerging early stage and M&A funds, Genesis provides complete cross-Pacific
consulting services and solutions to accelerate growth and expansion in both the
United States and the Greater China markets.

Operational Plan

         Genesis' operational plan is to identify Chinese and US companies with
significant revenues and asset bases. In addition, Genesis is continually
evaluating domestic companies developing new Internet and other high-tech
products that can be used in the development of businesses as service providers
in China and the US. Genesis is continually seeking out and negotiating with
different domestic companies. The negotiations are for (1) the manufacture of
that company's products in China and importation to the United States for
domestic distribution; (2) a license to manufacture and distribute its products
in China; (3) arranging a joint venture with a Chinese manufacturer; and (4)
providing financing.

         Genesis also provides a variety of financial consulting services to
companies wishing to enter the public arena in the US. The primary service
performed by the Company involves assisting clients in structuring mergers and
acquisitions. This includes locating entities suitable to be merged with or
acquired by the Company's clients, as well as providing general advice related
to the structuring of mergers or acquisitions. The Company also assists clients
in restructuring their capital formation, advises with respect to general
corporate problem solving and provides shareholder relations services designed
to expose its clients to the broker-dealer community.

                                       4
<PAGE>

         The Company's consulting services generate revenues through consulting
fees payable in the form of client's equity, cash, other assets or some
combination of the three. When payment is made in the form of equity, the number
of shares to be paid is usually dependent upon the price of the client's common
stock (if such price is available) and the extent of consulting services to be
provided. The typical value used to determine the number of shares to be paid is
the stock's bid price, which accounts for the fact that most of the equity
received as payment by the Company is restricted as to resale. The Company
accepts equity with the expectation that its services will assist in the stock's
appreciation, thus allowing the Company to be compensated and to make a return
on the payments for its services. The company will not become an investment
company within the meaning of the Investment Company act of 1940.

         In addition, Genesis also offers shareholder relations services via its
subsidiary, Genesis Systems, Inc. These services include financial community and
media relations, editorial services and interactive communications, as well as
consulting and advisory services. Our overall purpose is to enhance our
corporate clients recognition within the financial and investment communities,
the media and each clients' shareholders. Our services allow each client company
to completely outsource their investor relations functions, which in turn allows
management to focus on growing their business. Our services are personalized and
tailored to fit the needs of each client company. We visit each client company
facilities and interact with management to evaluate the individual needs of each
company.

         Furthermore, we will assist our Partner companies by providing a broad
         range of support services such as:

         Financial Resources: Acquisition of the Business, Cash, Equity
         Securities (stock), Raise Additional Funds, Private Placements, and
         Equity Investment.

         Strategic Guidance: Assist in the Development of Key Strategic Business
         Partnerships, Joint Ventures, Marketing Relationships, Distribution
         Agreements, Merger and Acquisition Activities, Advanced Business
         Planning, and Tactical Rollouts.

         Operations Support: Board Level Involvement: Access to Advisory Panel
         Members, Corporate Management Team, Business Model Development,
         Marketing /Positioning Strategies, Technology Assistance, Research and
         Development, Back Office Operations Support, and Best Practice
         Implementations.

         We will work diligently on the establishment of relationships and
partnerships with leading financial sources, venture capital groups,
institutional and "angel" investors. These efforts will enable a network of
organizations focused in the technology field to potentially provide a
continuous source of deal flow and early investment opportunities for Genesis

Subsidiaries

     Genesis Systems, Inc.

     Genesis Systems, Inc., located in St. Paul, Minnesota, provides a wide
range of business and financial services for public and private companies with
an emphasis on early-stage technology companies. Services include:

-    Organizing and synchronizing business milestones and funding

-    Anticipating organizational needs (e.g. staffing and facility acquisition)

-    Assisting in the implementation of the client's technology

-    Designing partnerships and strategies necessary for the success of the
     business model

-    Devising a business path that checkmates competitive players

-    Identifying and qualifying potential merger and/or acquisition candidates

                                       5
<PAGE>

     Genesis Systems also assists in investor and public relations issues with
services such as; editorial and distribution assistance for press releases,
media tracking, consulting on the formulation of cost-effective advertising
campaigns, direct contact with the client's investors via phone, email or visits
and development/improvement of client's web site to maximize investor
information. Genesis Systems has established a network of strategic partners to
assist in performing these services.

     Genesis Systems is a wholly owned subsidiary, which was incorporated in the
state of Minnesota in August 2000 and was acquired by Genesis Technology Group
(at the time newagecities.com) on August 1, 2001 for a total of 10,312,500
shares of stock.

     Propamedia, Inc.

     PropaMedia, Inc. is a provider of media rich Web hosting and distribution
services, located in Los Angeles, CA. Propamedia offers end-to-end streaming and
hosting services, including content capture, encoding and production, storage,
live and on-demand video and audio streaming, and managed services. PropaMedia's
services can be used for video and audio distribution services to transmit
entertainment, sports, news, advertising, business communications, and distance
learning content. PropaMedia's technologies support all major Internet audio and
video formats. PropaMedia has developed proprietary streaming technologies that
increase the number of end-users able to view video content at once, improve
end-users' video viewing experience, and provide clients with real-time
monitoring and reporting.

     As a full service provider, Propamedia can offer clients any/all of the
following services:

-        Transfer of video and audio content into digital format.

-        Storage of digital libraries on the company's state-of-the-art storage
         and hosting facilities ready for efficient distribution over their
         secure broadcast network.

-        PropaMedia's marketing strategists plan the best placement for client
         content across the Web; on the client's own site and/or through the
         most popular entertainment channels, using subscription or pay-per-view
         models.

-        PropaMedia drives an audience to the content.

-        Real- time monitoring of the performance of broadcasts and real-time
         changes with the help of PropaMedia's technical staff to make
         broadcasts more efficient and profitable.

     Propamedia hosts all of its content in a state-of-the-art Internet Data
Center with raised floors, redundant fault-tolerant power and cooling systems
that can survive catastrophic events. The building is securely access-controlled
by guards and video surveillance cameras twenty-four hours a day, seven days a
week.

     Propamedia was formed in July 2001. Genesis acquired Propamedia on August
14, 2001 in exchange for all of the issued and outstanding shares of MemberNet,
Inc. a Genesis subsidiary.

     Shanghai G-Choice Science Development Company, Limited

     Shanghai G-Choice Science Development Company, Limited (G-Choice) was
founded in August 1999. Its business services include computer product sales,
network services, software development, and systems integration. The company has
extensive experience in computer system engineering, and software research and
development, including its popular Point of Sale software, currently sold via a
network of over 4,000 distributors throughout China. The company is located in
Shanghai, China, has approximately 86 employees and has recently expanded its
sales network to include other areas of China.

     G-Choice is one of the largest computer distributors in the Eastern region
of China. As such, the company has forged alliances with major manufacturers and
their Chinese affiliates and distributors, including Intel, AMD and Cyrix. To
G-Choice's management knowledge, they are the only wholesale distributor for
Intel in Shanghai and the only authorized distributor for Cyrix and AMD (through
Lander, an AMD authorized Chinese Distributor) in Shanghai. In addition, the
company has a variety of other distribution relationships with leading computer
component manufacturers.

                                       6
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     G-Choice's management believes that the key to long-term success for the
company lies in the area of software development. To that end, the company has
recruited skilled software engineers to research and develop new marketable
software solutions. The largest product produced to date is the "Allway" Point
of Sale software package. Allway was developed based on a client/server model
and utilizes a multi-tiered architecture, making it ideal for corporate
Intranets or the Internet. The software offers a complete sales, inventory,
shipping and management system, scalable for large and small companies. The
Allway system has been received with great success in the Eastern regions of
China and the company is currently expanding its sales to cover the rest of
China. In addition to further development and sales of Allway, management is
focusing its efforts on identifying other software development projects that
will provide the company with increased growth.

     In 2000, G-Choice's sales were $13.6 million with net income of $379,168.
Genesis acquired 80% ownership of G-Choice on August 15, 2001 for a total of
800,000 shares of Genesis stock.

     Biosystems Technologies, Inc.

     Genesis management incorporated Biosystems Technologies, Inc. in Florida in
October 2001 for the purpose of commercialization, marketing and distribution of
biomedical products and technologies used to diagnose and treat HIV/AIDS, cancer
and other immune-related diseases. Biosystems seeks to harness the latest
scientific discoveries to commercialize and market the potential of proprietary
technologies that will form the basis of a range of new and potentially
effective treatments for a variety of diseases. Genesis owns 85% of Biosystems,
with the remaining 15% owned by Dr. Ronald Watson, a noted immunology professor
and researcher.

     Unlike traditional biotechnology companies which can spend millions of
dollars on research and development of new products, Biosystems operates as a
"virtual" company, seeking unique products that are fully developed or in the
final stages of development. Biosystems then attempts to commercialize and
market these products via licensing agreements, with particular emphasis on
introducing these products to China and the Pacific Rim. There can be no
assurances that products will be acquired or developed or that Biosystems will
have sufficient financial resources to bring these products to market.

     In November, Biosystems signed an agreement for exclusive distribution
rights to a Rapid Assay HIV test in China. The test, originally developed by the
Program for Appropriate Technology in Health (www.path.org) and successfully
evaluated by the World Health Organization, is an inexpensive method for the
detection of antibodies to HIV, the virus responsible for causing AIDS.
The company is currently in negotiations with a firm in China to secure Chinese
regulatory approval, manufacture, distribute and market the product, with
Biosystems receiving a royalty on all sales. There can be no assurances that the
company will ever be able to successfully market this product in China.

         Biosystems has also entered into an agreement to perform clinical
trials in China and evaluate the effectiveness of an herbal product believed to
be effective in the treatment of Hepatitis B. It is estimated that seventy-five
percent of the world's hepatitis B virus carriers live in Asia and the Western
Pacific. According to World Health Organization, Hepatitis B affects at least
20% of the general populations of some regions of China The agreement was signed
with Logizan Holdings Company Limited in Cyprus, which has worldwide marketing
rights to distribute this herbal formula. Under the terms of the agreement,
Biosystems and Logizan will co-sponsor a clinical trial of the product in China.
Upon successful completion of these trials, Biosystems will be the exclusive
distributor for the product in Mainland China, Hong Kong and Taiwan. There can
be no assurances that the company will ever be able to successfully market this
product.

     The company has no current plans to market or distribute products in the
U.S. that require FDA approval. Biosystems has no revenues and limited expenses.
The company operates out of Genesis' St. Paul Minnesota office and management is
not taking any salary until the company begins to generate sales.

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<PAGE>

     eSpectus Systems, Inc.

     eSpectus Systems, Inc. is an interactive, direct marketing company,
specializing in permission-based e-mail marketing, media buying, customer
relationship management and online surveys. The company specializes in low cost,
high return opt-in marketing campaigns for a variety of large and small
companies worldwide Genesis owns 80% of Espectus, which was incorporated in
Florida in October 2001 by Genesis.

     eSpectus is in its beginning stages of operations and has limited
operations, revenues and expenses. The company is operated out of Genesis'
offices in West Palm Beach, FL.

     Shanghai Zhaoli Technology Development Company, Limited

     Shanghai Zhaoli Technology Development Company, Limited is an Information
Technology enterprise that integrates sales and technology with services.
Currently, its sales cover printer, copier, scanner and network products, as
well as network integration. The company is a general agent and/or distributor
for a wide array of manufacturers, including Epson, Canon, Hewlett-Packard,
Samsung and Star network products. The company has also qualified as a technical
service center for Epson, Canon, Hewlett-Packard and OKI products.

     In addition to hardware sales and service, the company focuses much of its
resources on the development of proprietary software systems, such as its
e-learning software for K-12 education in China. The program offers a full line
of training and education programs delivered over the Internet. Zhaoli has also
developed video streaming technology that it has integrated into the software.
Video streamed delivery means that the program provides much the same experience
as a live training program. However, Zhaoli students can stop and start the
program at any time, review portions of the discussion now or in the future, and
focus their studies where they need the most work.

     The company has approximately 85 employees at seven branches and exclusive
stores in Shanghai and a strong and growing presence throughout eastern areas of
China. In 2000, Zhaoli realized gross sales of $10 million. Genesis acquired 80%
ownership of Zhaoli on November 15, 2001 in exchange for 400,000 shares of
Genesis Common stock.

     Yastock Investment Consulting Company, Limited

     Yastock Investment Consulting Company, Limited is an investment consulting
firm located in Shanghai, China that specializes in raising capital and
consulting in a number of areas, including trading information, public
relations, corporate management, corporate strategic evaluations and human
resources. The company is dedicated to supporting the development of the Chinese
capital market and providing medium and small enterprises with consulting
services for marketing management, human resource management, stock investment,
fund raising, financing, and going public in the US. Genesis acquired 80% of
Yastock on December 1, 2001 in exchange for 92,000 shares of Genesis common
stock.

     In addition to its ongoing business, Yastock's management will oversee all
of Genesis' operations in China and will be an important source of financial and
operational support for Genesis' Chinese subsidiaries.

     Yastock Services include:

     - Providing small and medium private technology enterprises with consulting
       services for obtaining a listing on the US stock market.

     - Consulting services for the US enterprises wishing to invest in China and
       introducing advanced U.S. techniques to Chinese enterprises.

     - Offering consulting services for client's management of investments in
       the Shenzhen and Shanghai stock markets.

     - Offering investment banking and investor relations.

     - Providing agency services for business applying for regulatory approval
       in China

     - Offering consulting for human resources managers.

     - Providing consulting for corporate asset evaluation.

     - Offering consulting for corporate legal affairs.

     - Providing consulting for mergers and acquisitions.

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Competition

         The company potentially faces competition from a variety of sources.
Each of our subsidiaries faces competition from other companies sharing their
market niche. In addition, Genesis Technology Group faces competition for its
services from other technology holding companies, investment banking and
consulting companies and other entities many that possess substantially greater
resources than Genesis. Almost all of the companies with which Genesis and its
subsidiaries will compete are substantially larger, have more substantial
histories, backgrounds, experience and records of successful operations, greater
financial, technical, marketing and other resources, more employees and more
extensive facilities than Genesis now has, or will have in the foreseeable
future. It is also likely that other competitors will emerge in the near future.
There is no assurance that Genesis will compete successfully with other
competing companies. Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors herein.

Risk Factors

     We have a limited operating history

     Genesis Technology Group began operations in August and has a limited
operating history upon which you may evaluate our business and prospects. Some
of our subsidiaries are in the early stages of their development. Our business
and prospects must be considered in light of the risk, expense and difficulties
frequently encountered by companies in early stages of development, particularly
companies in new and rapidly evolving markets, such as those present in
high-technology. If we are unable to effectively allocate our resources and help
develop our subsidiaries, our stock price may be adversely affected and we may
be unable to execute our strategy of developing and maintaining a network of
technology companies.

     Our quarterly results could fluctuate.

      The Company's quarterly operating results could fluctuate due to a number
of factors. These factors include the timing of the recognition of unrealized
gains and losses, the degree to which we encounter competition in our markets,
the volatility of the stock market as it relates to our unrealized gains and
losses, the public's perception of the relations between the U.S. and China, as
well as other general economic conditions. As a result of these factors,
quarterly results are not necessarily indicative of the Company's performance in
future quarters.

Our stock price has been volatile in the past and may continue to be volatile in
the future.

     Our stock price has historically been very volatile. This volatility may
continue in the future. The following factors, among others, will add to our
common stock price's volatility:

     -actual or anticipated variations in our quarterly results and those of our
      subsidiaries;

     - negative changes in the public's perception of the prospects of
       technology companies

     - changes in the size, form or rate of our acquisitions;

     - new products or services offered by us, our subsidiaries and their
       competitors;

     - announcements by our subsidiaries and their competitors of technological
       innovations;

     - announcements by us or our subsidiaries or our competitors of significant
       acquisitions, strategic partnerships or joint ventures;

     - our capital commitments;

     - additional sales of our securities;

     - additions to or departures of our key personnel or those of our
       subsidiaries; and

      - general economic conditions such as a recession, or interest rate or
        currency rate fluctuations.

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<PAGE>

     Many of these factors are beyond our control. These factors may decrease
the market price of our common stock, regardless of our operating performance.

Our business depends significantly upon the performance of our subsidiaries,
which is uncertain.

   Currently, a majority of our revenues are derived via the operations of our
subsidiaries. Economic, governmental, political, industry and internal company
factors outside our control affect each of our subsidiaries. If our subsidiaries
do not succeed, the value of our assets and the price of our common stock could
decline. Some of the material risks relating to our partner companies include:

-        Three of our subsidiaries are located in China and have specific risks
         associated with that (see below)

-        intensifying competition for our products and services and those of our
         subsidiaries, which could lead to the failure of some of our
         subsidiaries;

-        Our Biotechnology subsidiary, Biosystems may be subject to changing
         governmental regulations and laws as they relate to the biomedical
         industry.

-        While the market for email marketing is growing, the laws regarding it
         are still being developed. As new laws and procedures are created, they
         may have material effects on the performance on our wholly-owned
         subsidiary, Espectus.

     There are political, economic and regulatory risks associated with doing
business in China.

     China's economy has experienced significant growth in the past decade, but
such growth has been uneven across geographic and economic sectors and has
recently been slowing. There can be no assurance that such growth will not
continue to decrease or that any slow down will not have a negative effect on
our business. The Chinese economy is also experiencing deflation which may
continue in the future. The current economic situation may adversely affect our
profitability over time as expenditures may decrease due to the results of
slowing domestic demand and deflation.

     Country risk

     Currently, a portion of the Company's revenues are derived from the sale of
computer equipment and accessories to customers in China (PRC). The Company
hopes to expand its operations to countries outside the PRC, however, such
expansion has not commenced and there are no assurances that the Company
will be able to achieve such an expansion successfully. Therefore, a downturn or
stagnation in the economic environment of the PRC could have a material adverse
effect on the Company's financial condition.

     Products risk

     In addition to competing with other computer and electronics equipment
companies, the Company could have to compete with larger US companies who have
greater funds available for expansion, marketing, research and development and
the ability to attract more qualified personnel if access is allowed into the
PRC market. If US companies do gain access to the PRC markets, it may be able to
offer products at a lower price. There can be no assurance that the Company will
remain competitive should this occur.

                                       10
<PAGE>

     Exchange risk

     The Company can not guarantee that the current exchange rate will remain
steady, therefore there is a possibility that the Company could post the same
amount of profit for two comparable periods and because of a fluctuating
exchange rate actually post higher or lower profit depending on the exchange
rate of Reminbi converted to USD on that date. The exchange rate could fluctuate
depending on changes in the political and economic environments without notice.

     Political risk

     Currently, PRC is in a period of growth and is openly promoting business
development in order to bring more business into PRC. Additionally PRC allows a
Chinese corporation to be owned by a United States corporation. If the laws or
regulations are changed by the PRC government, the Company's ability to operate
the PRC subsidiaries could be affected.

     Other Risk Factors

     There are several risks and uncertainties, including those relating to the
Company's ability to raise money and grow its business and potential
difficulties in integrating new acquisitions, especially as they pertain to
foreign markets and market conditions. These risks and uncertainties can
materially affect the results predicted. Other risks include the Company's
limited operating history, the limited financial resources, domestic or global
economic conditions, activities of competitors and the presence of new or
additional competition, and changes in Federal or State laws and conditions of
equity markets.

     Genesis' future operating results over both the short and long term will be
subject to annual and quarterly fluctuations due to several factors, some of
which are outside the control of Genesis. These factors include but are not
limited to fluctuating market demand for our services, and general economic
conditions.

Employees

     Genesis and its subsidiaries currently have 201 full-time and part-time
employees. No employee of Genesis is covered by a collective bargaining
agreement nor is represented by a labor union. Genesis considers its employee
relations to be good.

     Genesis and its US subsidiaries have 10 full-time and part-time employees.
Shanghai G-Choice has 86 full-time and part-time employees. Shanghai Zhaoli has
85 full-time and part-time employees. Shanghai Yastock has 20 full-time and
part-time employees.

ITEM 2. DESCRIPTION OF PROPERTIES

Genesis Systems, Inc. and Biosystems Technologies, Inc. lease offices in St.
Paul, Minnesota, on a month-to-month basis. Such lease commenced November 2001
with monthly rental payments of $965. Genesis Technology Group, Inc. and
Espectus Systems, Inc. lease offices in West Palm Beach, Florida, under a
noncancellable one-year operating lease. Such lease commenced August 1, 2001
with monthly rental payments of $971. G-Choice leases 16,600 square feet of
office, retailing and warehouse space in Shanghai, China under a one-year
operating lease with monthly rental payments of $8,959. Zhaoli leases 18,800
square feet of office, retailing and warehouse space in Shanghai, China under a
one-year operating lease with monthly rental payment of $6,876. Yastock leases
2,200 square feet of office space in Shanghai, China under a one-year operating
lease with monthly rental payments of $480.

ITEM 3. LEGAL PROCEEDINGS

Master Financial Group, Inc. v Genesis Systems, Inc. (Court File No.
62-C7-01-000832) was filed on February 14, 2000, against Genesis Systems, Inc.,
a subsidiary of Genesis Technology Group, in the County of Ramsey, Minnesota,
seeking to rescind a stock subscription agreement made with Genesis Systems,
Inc. This agreement calls for a total subscription to purchase shares of the
Company's stock in the amount of $1,000,000. The payments were to be made in
four equal installments; to date the Company has received $250,000. The Company
believes that this suit is without merit and intends to vigorously contest the
action. Management does not believe this suit will have any material impact on
the company business and financial performance. Other than that, we are not a
party to any material legal proceeding, nor are any of our officers, directors
or affiliates a party adverse to us in any legal or regulatory proceeding.

                                       11
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

On October 12, 2001 we held a special meeting of the Shareholders in which a
majority of shareholders, either in person or by proxy, voted to adopt an
Agreement and Plan of Merger providing for the merger of newagecities.com, Inc,
an Idaho Corporation, into Genesis Technology Group, Inc., a Florida corporation
wholly owned by the Company. The purpose of the merger was to change the
domicile of the Company from Idaho to Florida, to correspond to the state where
our principle offices are located and to change the name to better reflect the
Company's new business model.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Our common stock is traded over-the-counter and quoted on the OTC Electronic
Bulletin Board under the symbol "GTEC". The reported high and low bid prices for
the common stock are shown below for the period from April 14, 1998,the date our
common stock began trading on the OTC Electronic Bulletin Board, through
September 30, 2001. The prices do not always represent actual transactions. As
of September 30, 2001, we had 1,029 stockholders of record.

Period                                High        Low
Quarter ended June 30, 1998 ....   $   3.20  $    .80
Quarter ended September 30, 1998   $   2.48  $    .80
Quarter ended December 31, 1998    $   4.80  $   1.60

Quarter ended March 31, 1999 ...   $   5.60  $   1.60
Quarter ended June 30, 1999 ....   $   8.00  $   2.50
Quarter ended September 30, 1999   $   3.75  $   1.37
Quarter ended December 31, 1999    $   2.88  $   1.50

Quarter ended March 31, 2000 ...   $   3.50  $   1.75
Quarter ended June 30, 2000 ....   $   2.19  $    .30
Quarter ended September 30, 2000   $    .44  $    .20
Quarter ended December 31, 2000    $    .19  $    .04

Quarter ended March 31, 2001 ...   $    .19  $    .06
Quarter ended June 30, 2001 ....   $    .24  $    .05
Quarter ended September 30, 2001   $    .13  $    .03

On December 31, 2001, the closing bid price of our common stock was $0.50

We have never paid cash dividends on our common stock. We intend to keep future
earnings, if any, to finance the expansion of our business. We do not anticipate
that any cash dividends will be paid in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         The following discussion and analysis should be read in conjunction
with the consolidated financial statements of the Company and the notes thereto
appearing elsewhere.

         The foregoing plan of operation contains forward-looking statements
that are subject to risks and uncertainties, which could cause actual results to
differ materially from those discussed in the forward-looking statements and
from historical results of operations. Among the risks and uncertainties, which
could cause such a difference, are those relating to our Company's dependence
upon certain key personnel, our ability to manage our growth, our Company's
success in implementing our business strategy, our success in arranging
financing where required, and the risk of economic and market factors affecting
our Company or our customers. Many of such risk factors are beyond the control
of our Company and its management.

OVERVIEW

         Genesis Technology Group Inc. was formed as the result of a change in
business model and management of newagecities.com, Inc., which ceased active
operations at the end of June 2001. Newagecities.com's failure to successfully
complete a planned financing of $3-5 million in June 2001 resulted in the merger
between the Company and New Leaf Distributing not being completed and previous
management seeking other alternatives for the business.

         Genesis Technology Group, Inc. (Genesis) is a broad-based holding and
service company engaged in owning, investing in, and managing what management
believes will be leading technology companies in the U.S. and China. Genesis'
mission is to accelerate the business and success of its Partner organizations,
which consist primarily of subsidiaries or other companies in which Genesis has
a controlling interest. For these Partner companies, Genesis is expected to be a
source of financial, operational and managerial support.

         Genesis' strategy includes the internal development and operation of
majority owned subsidiaries within the corporate family, as well as investment
in other high technology companies either directly by the Company, or through
other venture capital arrangements. The strategy also envisions and promotes
opportunities for synergistic business relationships among all of these Partner
companies. We do not expect to operate as an investment company in accordance
with the investment company act of 1940, and we will limit our activities in
order not to become subject to that act.

                                       12
<PAGE>

         Partner companies are companies that are engaged in the development of
technology businesses in any of a variety of arenas. Genesis provides Partner
companies funding through loans or equity participation. Genesis also offers
Partner companies active management, operating guidance, acquisition and
disposition assistance, management recruitment, and innovative financing. The
purpose of these services is to enhance the Partner's future growth and to
expand their business. Genesis management actively seeks companies looking to
establish or expand their business or who wish to extend their production but
are in need of capital and technical know-how to carry out their business plans.
As of the date of this filing, the Company has either acquired or started-up
seven such Partner Companies.

         On August 1, 2001 Genesis acquired Genesis Systems, Inc., of St. Paul,
Minnesota. Genesis Systems provides a wide range of business and financial
services for public and private companies with an emphasis on early-stage
technology companies. These services include assistance in mergers and
acquisitions, capital raising and financing, strategic planning, investor and
public relations and operations. Genesis Systems has established a network of
strategic partners to assist in performing these services.

         On August 14, 2001 , Genesis acquired PropaMedia, Inc., a provider of
media rich Web hosting and distribution services, located in Los Angeles, CA.
Propamedia offers end-to-end streaming and hosting services, including content
capture, encoding and production, storage, live and on-demand video and audio
streaming, and managed services. PropaMedia's services can be used for video and
audio distribution services to transmit entertainment, sports, news,
advertising, business communications, and distance learning content.
PropaMedia's technologies support all major Internet audio and video formats.
PropaMedia has developed proprietary streaming technologies that increase the
number of end-users able to view video content at once, improve end-users' video
viewing experience, and provide clients with real-time monitoring and reporting.

         On August 22, 2001, Genesis acquired a majority interest (80%) of
Shanghai G-Choice Science Development Company, Limited (G-Choice). G-Choice's
business services include computer product sales, network services, software
development, and systems integration. G-Choice has extensive experience in
computer system engineering, and software research and development, including
its popular Point of Sale software, currently sold via a network of over 4,000
distributors throughout China. The company was founded in 1999, is located in
Shanghai, China, has approximately 86 employees and has recently expanded its
sales network to include other areas of China.

         In October 2001, Genesis formed two subsidiaries, each which the
company owns a majority interest in. The first was Espectus Systems, Inc.
Espectus is an interactive, direct marketing company, specializing in
permission-based e-mail marketing, media buying, customer relationship
management and online surveys. The company specializes in low cost, high return
opt-in marketing campaigns for a variety of large and small companies worldwide
Genesis owns 80% of Espectus.

         The second company formed in October was Biosystems Technologies, Inc.
Biosystems' mission is the commercialization, marketing and distribution of
biomedical products and technologies used to diagnose and treat HIV/AIDS, cancer
and other immune-related diseases. Biosystems seeks to harness the latest
scientific discoveries to commercialize and market the potential of proprietary
technologies that will form the basis of a range of new and potentially
effective treatments for a variety of diseases. Genesis owns 85% of Biosystems,
with the remaining 15% owned by Dr. Ronald Watson, a noted immunology professor
and researcher.

         Unlike traditional biotechnology companies which can spend millions of
dollars on research and development of new products. Biosystems operates as a
"virtual" company, seeking unique products that are fully developed or in the
final stages of development. Biosystems then attempts to commercialize and
market these products via licensing agreements, with particular emphasis on
introducing these products to China and the Pacific Rim. There can be no
assurances that products will be acquired or developed or that Biosystems will
have sufficient financial resources to bring these products to market.

         As of the date of this report, our Espectus and Biosystems subsidiaries
had no revenues and limited expenses.

         On November 15, 2001, Genesis acquired 80% of Shanghai Zhaoli
Technology Development Company, Limited, an Information Technology enterprise
that integrates sales and technology with services. Currently, its sales cover
printer, copier, scanner and network products, as well as network integration.
In addition to hardware sales and service, the company focuses much of its
resources on the development of proprietary software systems, such as its
e-learning software for K-12 education in China. The company has approximately
85 employees at seven branches and exclusive stores in Shanghai and a strong and
growing presence throughout eastern areas of China.

                                       13
<PAGE>

         On December 1, 2001, Genesis acquired Yastock Investment Consulting
Company, Limited, an investment consulting firm located in Shanghai, China that
specializes in raising capital and consulting in a number of areas, including
trading information, public relations, corporate management, corporate strategic
evaluations and human resources. Genesis acquired 80% of Yastock. In addition to
its ongoing business, Yastock's management will oversee all of Genesis'
operations in China and will be an important source of financial and operational
support for Genesis' Chinese subsidiaries.

Consulting Activities

         Through our subsidiary Genesis Systems, Inc., we have negotiated
consulting agreements with third parties that desire to avail themselves of our
Company's experience as a reporting company under the Exchange Act. Such
assistance is expected to involve a wide range of business and financial
services for public and private companies with an emphasis on early-stage
technology companies. These services include assistance in mergers and
acquisitions, capital raising and financing primarily for foreign-based
companies, strategic planning, investor and public relations and operations.
Genesis Systems has established a network of strategic partners to assist in
performing these services.

Results of Operations - Nine months ended September 30, 2001 compared to the
year ended December 31, 2000

         Our failure to successfully complete a planned financing of $3-5
million in June 2001 resulted in the merger between the Company and New Leaf
Distributing not being completed. Management believed that without the
consummation of the merger and/or the financing, we could not continue to
operate. Our limited revenues did not adequately cover expenses. As such, active
operations were ceased in the end of June 2001. Until our recent acquisitions
of several companies subsequent to June 2001, our Company had no business
operations other than those pertaining to the maintenance of our corporate
existence and filing of reports required under the United States Securities and
Exchange Commission.

         We reported income from operations (net of minority interest in
income of subsidiary) for the nine months ended September 30, 2001 of $10,918
compared to a loss from operations for the nine months ended September 30.,
2000 and year ended December 31, 2000 of $(93,500) and $(143,239), respectively.
Additionally, we reported a loss from discontinued operations for the nine
months ended September 30, 2001 of $(107,283) compared to a loss from
discontinued operations for the nine months ended September 30, 2000 and year
ended December 31, 2000 of $(3,714,870) and $(8,400,240), respectively.
Additionally, in connection with our acquisition of G-Choice, we recognized
an extraordinary gain from the recognition of negative goodwill of $290,003.
This translates to an overall per-share income of $0.02 for the nine months
ended September 30, 2001 compared to a per share loss of $(0.58) and $(1.25) for
the nine months ended September 30, 2000 and for the year ended December 31,
2000, respectively.

         We had revenues during the nine months ended September 30, 2001 of
$2,058,152, which related to our acquired subsidiaries. We had no revenues for
the year ended December 31, 2000. For the year ended September 30, 2001, cost of
sales related to our acquired subsidiaries amounted to $1,845,254. General and
Administrative Operating expenses were $119,213 for the nine months ended
September 30, 2001 as compared to $93,500 and $143,239 for the nine months ended
September 30, 2000 and for the year ended December 31, 2000, respectively.

         No additional meaningful comparisons can be made for the nine months
ended September 30, 2001 as compared to the nine months ended September 30, 2000
and for the year ended December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

            As of September 30, 2001, we had $545,452 in cash and cash
equivalents on hand to meet our obligations. We have financed our cash
requirements through our operations and cash acquired from acquisitions
of $383,200.

         At September 30, 2001, our Company had stockholders' equity of
$981,843. Our Company's future operations and growth will likely be dependent on
our ability to raise capital for expansion and to implement our strategic plan.

         Net cash provided by operations was $176,542 for the nine months ended
September 30, 2001 as compared to net cash used in operations of $(820,159) and
$(825,069) for the nine months ended September 30, 2000 and for the year ended
December 31, 2000, respectively. The difference is due to the acquisition of our
subsidiaries during August and September 2001.

         Net cash provided by investing activities for the nine months ended
September 30, 2001 was $363,910 as compared to $ -0- for the nine months ended
Sept 30, 2000 and for the year ended December 31, 2000. The difference was
attributable to cash acquired from acquisitions of $383,200 offset by cash used
for capital expenditures of $(14,290) and investment in marketable securities
$(5,000).

                                       14
<PAGE>

         We currently have no material commitments for capital expenditures.
Our future growth is dependent on our ability to raise capital for expansion,
and to seek additional revenue sources. If we decide to pursue any acquisition
opportunities or other expansion opportunities, we may need to raise
additional capital, although there can be no assurance such capital- raising
activities would be successful.

ITEM 7. FINANCIAL STATEMENTS

See "Index to Financial Statements" for the financial statements included in
this Form 10-KSB.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     None.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
     COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

     The following table includes the names, positions held and ages of our
executive officers and directors.

NAME                      AGE          POSITION
-----                    ------        --------

Dr. James Wang             39          Chairman, CEO and President
Dr. Kenneth Shenkman       37          Vice President and Director
Adam Wasserman, CPA        37          Chief Financial Officer


DATES, POSITION(S) HELD AND BUSINESS OR ACTIVITY

Dr. James Wang:
---------------

Dr. Wang has served as President, Chairman of the Board of Directors and Chief
Executive Officer of Genesis Technology since August 1, 2001. Dr. Wang earned
his Ph.D. from the University of Arizona in 1994. Dr. Wang previously worked in
the following positions:

1999 to 2001- President, Master Financial Group, Inc., St. Paul, MN. This
company provided consulting services for small private and public companies in
the area of corporate finance, investor relations and business management.

1997 to 2000 - Assistant Professor, School of Medicine at the University of
Minnesota, Minneapolis, MN. Dr. Wang was engaged in the research of liver
diseases, Immunology and Nutrition.

Dr. Kenneth Shenkman:
---------------------

Dr. Shenkman has served as a Director of newagecities.com and its President
since March 1999. Dr. Shenkman continues to serve as a Vice President and a
Director of Genesis Technology Group, Inc. Dr. Shenkman previously worked in the
following positions:

                                       15
<PAGE>

September 1997 to April 1999 - Consultant. As independent consultant, Dr.
Shenkman has been an independent computer and Internet consultant and trainer.

January 1999 to March 1999 - Director of Internet Marketing, Arc Communications,
Inc., Tinton Falls, New Jersey. This company is engaged in designing Web sites.

July 1995 to September 1998 - V.P. Operations Computer Coach, Inc., Boca Raton,
Florida This company engages in computer training and Internet web design

Dr. Shenkman was awarded a B. A. from Brandeis University in 1987 and a Ph.D.
from the University of Rochester in 1994.

Adam Wasserman, CPA:
--------------------

Mr. Wasserman was appointed Chief Financial Officer in October, 2001. Mr.
Wasserman previously worked in the following positions.

November 1999 to Present - CEO, CFO Oncall, Inc., Weston, FL. A provider of
consultant accounting services specializing in financial reporting, budgeting
and planning, mergers and acquisitions, auditing, accounting, automated systems,
banking relations and internal controls.

June 1991 to November 1999 - Senior Audit Manager, American Express Tax and,
Business Services, Fort Lauderdale, FL.  Responsibilities included supervising,
training and evaluating senior staff members, work paper review, auditing,
maintaining positive client relations, preparation of tax returns and
preparation of financial statements and the related footnotes.

September 1986 to May 1991 - Deloitte & Touche, LLP.  Significant assignments
included audits of public (SEC reporting) and private companies, tax preparation
and planning, management consulting, systems design, staff instruction, and
recruiting.

Mr. Wasserman holds a Bachelor of Administration from the State University of
New York at Albany. He is a CPA and a member of The American Institute of
Certified Public Accountants and the Florida Institute of Certified Public
Accountants.

Board of Advisors

Each member of the Board of Advisors is to receive 20,000 options to purchase
Genesis stock at a price of $0.35 per share. As of the date of this report, no
options were granted.

Carl Tseng, MBA. Mr. Tseng earned his MBA at the University of Chicago. He has
over 15 years experience in the business management of computer technology,
import and export business and banking services.

Kevin Zhang, MBA. Mr. Zhang earned his MBA, concentration in Finance and
Accounting, at the Graduate School of Business of the University of Chicago in
1999. Since then, Mr. Zhang has been working for Computer Adaptive Technologies,
a Houghton Mifflin company as a Senior Financial Analyst. Mr. Zhang has over 10
years experience in business mergers and acquisitions, financing, financial
forecasting, budgeting and auditing analysis.

James Li. Mr. Li earned his Master of Public Policy, concentration in Business
and Management, at the Graduate School of Business of the University of Chicago
in 1999. Since then Mr. Li has been working for Honeywell International, Inc. as
a Business Development Manager. Mr. Li has  ten years experience in business
management

Our directors are elected at each annual meeting of stockholders. Our directors
hold office until the next annual meeting of stockholders. Executive officers
are elected by and serve at the discretion of the Board of Directors.

                                       16
<PAGE>

Employment Agreements

     The Company has not entered into any employment agreements with any
employees.

Key-man life insurance

     We do not have key-man life insurance on our officers or directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

The Company is not subject to Section 16(a) of the Securities Exchange Act of
1934, which requires the Company's directors and executive officers, and persons
who own more than ten percent of the Company's outstanding Common Stock to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth information relating to all compensation
awarded to, earned by or paid by us during the past three fiscal years to: (a)
our Chief Executive Officer; and (b) each of our executive officers who earned
more than $100,000 during the fiscal period ended September 30, 2001:

<TABLE>
<CAPTION>
                                                                                LTIP
                                   Fiscal                       Other Annual   Options/      All Other
Name and Principal Position         Year     Salary    Bonus    Compensation  (#)Payouts    Compensation
--------------------------------------------------------------------------------------------------------
<S>                                 <C>     <C>         <C>         <C>         <C>            <C>
James Wang, CEO and President       2001    $ 12,000    -           -                -         -
Joseph Ardito Jr. CEO (former)      2001           -    -           -                -         -
Joseph Ardito Jr. CEO (former)      2000    $ 45,640    -           -                -         -
Joseph Ardito Jr. CEO (former)      1999    $ 78,465    -           -           40,000         -

</TABLE>

Option Grants in Last Fiscal Year

     With respect to the Named Executive Officers there were no granting of
stock options under the Company's Stock Option Plan during the nine months ended
September 30, 2001.

Other Options

Between October 1, 2001 and November 15,2001 the Company granted a total of
2,390,000 options to executives and employees exercisable at prices between $.16
and $.35 per share. Included in these were 950,000 options granted to James Wang
with an exercise price of $.29 per share, 1,000,000 options granted to Kenneth
Shenkman with an exercise price of $.21 per share and 240,000 options granted to
Adam Wasserman with an exercise price of $.35 per share.

                                       18
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2001, information known
to us relating to the beneficial ownership of shares of common stock by: each
person who is the beneficial owner of more than five percent of the outstanding
shares of common stock; each director; each executive officer; and all executive
officers and directors as a group.

     Unless otherwise indicated, the address of each beneficial owner in the
table set forth below is care of Genesis Technology Group, Inc., 301 Clematis
Street, Suite 3124, West Palm Beach, Florida 33401.

     We believe that all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.

     Under the securities laws, a person is considered to be the beneficial
owner of securities that can be acquired by him within 60 days from the date of
this filing upon the exercise of options, warrants or convertible securities. We
determine beneficial owner's percentage ownership by assuming that options,
warrants or convertible securities that are held by him, but not those held by
any other person and which are exercisable within 60 days of the date of this
filing, have been exercised or converted. As of December 31,2001, there were
23,864,353 shares of our common stock issued and outstanding. The issued and
outstanding shares do not include 3,677,000 shares of our common stock issuable
upon the exercise of warrants and options.

Names and Address of                Number of shares        Percentage of shares
Beneficial Owner                    Beneficially Owned       Beneficially Owned
----------------                    ------------------       ------------------

James Wang                            950,000 (1)                     4%
Kenneth Shenkman                    1,774,500 (2)                     7%
Adam Wasserman                        240,000 (3)                     1%
Yongwen Zhuang                      5,000,000                         21%
Fugen Li                            5,000,000                         21%


All executive officers and
directors as a group
(3 persons)                         2,964,500                        12%


(1) The number of shares beneficially owned by James Wang includes 950,000
shares under an Employee option plan

(2) The number of shares beneficially owned by Kenneth Shenkman includes
1,000,000 shares under an Employee option plan

(3) The number of shares beneficially owned by Adam Wasserman includes 240,000
shares under an Employee option plan

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On August 14, 2001, the Company entered into a Stock Purchase Agreement
with PropaMedia, Inc. and the shareholders of PropaMedia, Inc. Under the terms
of this agreement the Company acquired all of the issued and outstanding capital
stock of PropaMedia in exchange for all of the shares of MemberNet, Inc., a
wholly owned subsidiary of the Company. Upon effectiveness of the Stock Purchase
Agreement, PropaMedia became a wholly owned subsidiary of the Company and the
former shareholders of PropaMedia acquired a wholly owned interest in Member
Net, Inc. from the Company.

                                       19
<PAGE>

     On July 18, 2001 the Company issued a total of 2,602,195 shares to Joseph
Ardito and Kenneth Shenkman for accrued payroll through July, 2001. The shares
were issued at price of $.04 per share and were registered with the S.E.C. via
an S-8 filing.

     On August 1, 2001, the Company completed an Agreement and Plan of
Reorganization with Genesis Systems, Inc., a Minnesota corporation and the
shareholders of Genesis systems, Inc. As a result of the acquisition, the
Company issued 10,312,500 shares of its Common Stock in exchange for all of the
capital stock of Genesis Systems. Prior to the transaction, Messrs. Joseph
Ardito and Stanley Seigel resigned as Officers and/or Directors of the Company.
Kenneth Shenkman continues as Vice President and Director of the Company. James
Wang joined the Company as Chief Executive Officer, President, and Chairman of
the Board of Directors after the transaction.

     On August 22, 2001, the Company entered into a Stock Purchase Agreement
with Shanghai G-Choice Science and Technology Development Company Ltd.
("G-Choice") and the shareholders of G-Choice. Under this agreement the
shareholders of G-Choice exchanged 80% of the issued and outstanding capital
stock of G-Choice in exchange for 800,000 restricted shares of the Company
common stock. Upon the effectiveness of this agreement, G-Choice became an 80%
owned subsidiary of the Company.

     On October 12, 2001 the shareholders of the Company voted upon and approved
an Agreement and Plan of Merger providing for the merger of the Company with and
into Genesis Technology Group, Inc., a Florida corporation, wholly-owned by the
Company. The purpose of the merger was to change the Company's domicile from
Idaho to Florida. Effective following the completion of the merger, the
Company's Florida domicile corresponds to the state in which its principal
offices are located, and the Company will be subject to the Florida Business
Corporation Act, rather than the Corporate Laws of the State of Idaho. In
addition, the Company's name and stock symbol have changed to Genesis Technology
Group, Inc. and GTEC, which better reflects the Company's current business plan.

     On November 15, 2001, the Company entered into a Stock Purchase Agreement
with Shanghai Zhaoli Technology Development Company, Limited ("Zhaoli") and
Zhaoli's shareholder. Under this agreement Zhaoli shareholder exchanged 80% of
the issued and outstanding capital stock of Zhaoli in exchange for 400,000
restricted shares of the Company common stock. Upon the effectiveness of this
agreement, Zhaoli became an 80% owned subsidiary of the Company.

     On December 1, 2001, the Company entered into a Stock Purchase Agreement
with Yastock Investment Consulting Company, Limited ("Yastock") and the
shareholders of Yastock. Under this agreement the shareholders of Yastock
exchanged 80% of the issued and outstanding capital stock of Yastock in exchange
for 92,000 restricted shares of the Company common stock. Upon the effectiveness
of this agreement, Yastock became an 80% owned subsidiary of the Company.

                                       20
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

A.    EXHIBITS:

Exhibit
Number   Description
------   -----------
2        Agreement and Plan of Reorganization between Virginia City Gold Mines,
         Inc. and Psychicnet.com, Inc. dated March 8, 1999(1)

2.1      Agreement and Plan Of Reorganization and Stock Purchase Agreement by
         and Among Newagecities.Com, Inc. As Acquiror Genesis Systems, Inc. As
         Acquiree and the Shareholders of Genesis Systems, Inc., dated July
         23, 2001(3)

2.1a     Stock Purchase Agreement by and Among Newagecities.com and PropaMedia
         dated August 14, 2001(4)

2.1b     Agreement and Plan and Merger(5)

2.2      Stock Purchase Agreement by and Among Newagecities.com and G-Choice,
         dated August 22, 2001(4)

3.1      Articles of Incorporation(1)

3.2      Articles of Amendment to the Articles of Incorporation(1)

3.3      Articles of Amendment to the Articles of Incorporation(1)

3.4      Bylaws(1)

10.1     Employment Agreement between newagecities.com, Inc. and Joseph Ardito
         (1)

10.1a    Stock Purchase Agreement by and between Genesis Technology Group, Inc.,
         Zhaoli Science and Technology Development Company, Limited and the
         Majority Shareholder of Zhaoli Science and Technology Development
         Company, Limited (6)

10.2     Employment Agreement between newagecities.com, Inc. and Kenneth
         Shenkman(1)

10.2b    Stock Purchase Agreement by and between Genesis Technology Group, Inc,
         Yastock Investment Consulting Company, Limited and the Majority
         Shareholders of Yastock Investment Consulting Company, Limited. (6)

10.3     Employment Agreement between newagecities.com, Inc. and Stanley Siegel
         (1)

10.4     Lease Agreement between newagecities.com, Inc. and R. A. La Pointe(1)

10.5     Internet Consulting/Marketing Agreement between Psychicnet.com, Inc.
         and Virtual Financial Corp.(1)

10.6     License Agreement between newagecities, Inc. and Q Sound Labs, Inc.(1)

10.7     Merger Agreement and Plan of Reorganization(1)

10.8     Lease Agreement between newagecities.com, Inc. and R.A. La Pointe(1)

10.9     Note, Security Agreement and Warrant between newagecities.com, Inc. and
         Marc Siegel.(1)

10.10    Agreement and Plan of Merger with Al Wali (2)

23.2     Consent Of Independent Certified Public Accountants
------------------------------
(1)      Incorporated by reference to exhibits with the corresponding number
         filed with our registration statement on form SB-2 (File No. 333-86347)

(2)      Incorporated by reference to the company's current report form 8-K
         filed on 4/6/01

(3)      Incorporated by reference to the company's current report form 8-K
         filed on 8/16/01

(4)      Incorporated by reference to the company's current report form 8-K
         filed on 9/12/01

(5)      Incorporated by reference to the company's current report form 8-K
         filed on 10/17/01

(6)      Incorporated by reference to the company's current report form 8-K
         filed on 1/14/02

B.    REPORTS ON FORM 8-K:

On August 16,2001 the Company filed an 8-K with regard to an Agreement and Plan
of Reorganization and Stock Purchase Agreement with Genesis Systems Inc,
completed August 1, 2001 and the resignation of Messrs. Ardito and Siegel.

On September 12, 2001 the Company filed an 8-K with regard to the Stock Purchase
Agreement with PropaMedia, Inc. and the shareholders of PropaMedia, Inc. dated
August 14,2001 and the Stock Purchase Agreement with Shanghai G-Choice Science
and Technology Development Company Ltd. and the shareholders of G-Choice, dated
August 22,2001.

On October 17, 2001 the Company filed an 8-K with regard to a shareholder vote
and approval of the Agreement and Plan of Merger providing for the merger of the
Company with and into Genesis Technology Group, Inc., a Florida corporation,
wholly-owned by the Company.

On November 14, 2001 the Company filed an 8-K with regard to a change in its
fiscal year from December 31 to Sept 30.

On January 14, 2002 the Company filed an 8-K with regard to the Stock Purchase
Agreement with Zhaoli Science and Technology Development Company, Limited dated
November 15, 2001 and the Stock Purchase Agreement with Yastock Investment
Consulting Company, Limited dated December 1, 2001.


                                       21
<PAGE>

                                   SIGNATURES


     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in West Palm Beach, Florida on January
8, 2002.

                                        GENESIS TECHNOLOGY GROUP, INC.


                                        By: /s/ James Wang
                                        ------------------
                                        James Wang
                                        Chairman and Chief Executive Officer


     In accordance with the Securities Exchange Act of 1934, this report has
been signed by the following persons on behalf of the registrant in the
capacities and on the dates indicated.


SIGNATURE                      TITLE                            DATE
---------                      -----                            ----

/s/ James Wang                 Chairman of the Board, Chief     January 14, 2002
------------------------       Executive Officer and President
James Wang                     (Principal Executive Officer)


/s/ Kenneth Shenkman           Vice President and Director      January 14, 2002
------------------------
Kenneth Shenkman




/s/ Adam Wasserman             CFO and Principle Financial      January 14, 2002
------------------------       and Accounting Officer
Adam Wasserman



                                       22
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                    CONTENTS


Report of Independent Certified Public Accountants...........................F-2

Consolidated Financial Statements:

    Consolidated Balance Sheets..............................................F-3

    Consolidated Statements of Operations....................................F-4

    Consolidated Statement of Stockholders' Equity (Deficit).................F-5

    Consolidated Statements of Cash Flows....................................F-6

Notes to Consolidated Financial Statements...........................F-7 to F-21



                                       F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Genesis Technology Group, Inc
(Formerly Newagecities.com, Inc.)
Boca Raton, Florida

     We have audited the  accompanying  consolidated  balance  sheets of Genesis
Technology Group, Inc. and Subsidiaries (formerly Newagecities.com,  Inc.) as of
September  30,  2001  and  December  31,  2000,  and  the  related  consolidated
statements of operations,  stockholders' equity (deficit) and cash flows for the
nine months ended  September 30, 2001 and for the year ended  December 31, 2000.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  An audit includes examining on a
test basis,  evidence  supporting the amount and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in all material  respects,  the financial  position of Genesis
Technology  Group,  Inc. and  Subsidiaries as of September 30, 2001 and December
31, 2000, and the results of their  operations and their cash flows for the nine
months ended  September  30, 2001 and for the year ended  December 31, 2000,  in
conformity with accounting principles generally accepted in the United States of
America.




                                                 /s/Feldman Sherb & Co., P.C.
                                                 Certified Public Accountants

New York, New York
January 5, 2002


                                       F-2
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               September 30,   December 31,
                                                                   2001            2000
                                                               ------------    ------------
                                     ASSETS

CURRENT ASSETS:
<S>                                                            <C>             <C>
    Cash and cash equivalents ..............................   $    545,452    $          -
    Marketable equity securities ...........................        157,216               -
    Accounts receivable - net of allowance for
        doubtful accounts of $100,000 ......................        576,592               -
    Inventories ............................................        786,894               -
    Prepaid expenses and other .............................        129,026               -
    Due from related party .................................         18,023               -
                                                               ------------    ------------

        Total Current Assets ...............................      2,213,203               -

PROPERTY AND EQUIPMENT - Net ...............................         36,702               -

GOODWILL ...................................................        359,379               -
SECURITY DEPOSITS ..........................................            890               -
                                                               ------------    ------------

        Total Assets .......................................   $  2,610,174    $          -
                                                               ============    ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Accounts payable and accrued expenses ..................   $  1,372,021    $          -
    Net liabilities from discontinued operations ...........              -         302,837
    Deferred revenue .......................................         76,500               -
                                                               ------------    ------------

        Total Current Liabilities ..........................      1,448,521         302,837
                                                               ------------    ------------

MINORITY INTEREST ..........................................        179,810               -
                                                               ------------    ------------

STOCKHOLDERS' EQUITY (DEFICIT):
    Common stock ($.02 Par Value; 45,000,000
        Shares Authorized; 23,614,353 and 8,034,658 shares
        issued and outstanding at September 30, 2001 and
        December 31, 2000, respectively) ...................        472,287         160,693
    Additional paid-in capital .............................     10,785,511      10,019,083
    Accumulated deficit ....................................    (10,288,975)    (10,482,613)
    Accumulated other comprehensive income .................         13,020               -
                                                               ------------    ------------

        Total Stockholders' Equity (Deficit) ...............        981,843        (302,837)
                                                               ------------    ------------

        Total Liabilities and Stockholders' Equity (Deficit)   $  2,610,174    $          -
                                                               ============    ============
</TABLE>
                 See notes to consolidated financial statements

                                       F-3
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         For the Nine   For the Nine   For the Year
                                                                         Months Ended   Months Ended      Ended
                                                                         September 30,  September 30,   December 31,
                                                                              2001          2000           2000
                                                                          -----------    -----------    -----------
                                                                                         (Unaudited)

<S>                                                                       <C>            <C>            <C>
NET REVENUES ..........................................................   $ 2,058,152    $         -    $         -

COST OF SALES .........................................................     1,845,254              -              -
                                                                          -----------    -----------    -----------

GROSS PROFIT ..........................................................       212,898              -              -
                                                                          -----------    -----------    -----------

OPERATING EXPENSES:
     General and administrative .......................................       119,213         93,500        143,239
                                                                          -----------    -----------    -----------

        Total Operating Expenses ......................................       119,213         93,500        143,239
                                                                          -----------    -----------    -----------

INCOME (LOSS) FROM OPERATIONS .........................................        93,685        (93,500)      (143,239)

OTHER INCOME:
      Interest Income .................................................           527              -              -
                                                                          -----------    -----------    -----------

INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS,
     EXTRAORDINARY ITEM AND MINORITY INTEREST .........................        94,212        (93,500)      (143,239)

DISCONTINUED OPERATIONS:
   Loss from discontinued operations ..................................      (107,283)    (3,714,870)    (8,400,240)
                                                                          -----------    -----------    -----------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND MINORITY INTEREST .........       (13,071)    (3,808,370)    (8,543,479)
                                                                          -----------    -----------    -----------

EXTRAORDINARY ITEM:
   Recognition of negative goodwill on acquisition, net of taxes ......       290,003             -              -
                                                                          -----------    -----------    -----------

INCOME (LOSS) BEFORE MINORITY INTEREST ................................       276,932     (3,808,370)    (8,543,479)

MINORITY INTEREST IN INCOME OF SUBSIDIARY .............................       (83,294)             -              -
                                                                          -----------    -----------    -----------

NET INCOME (LOSS) .....................................................   $   193,638    $ (3,808,370)  $(8,543,479)
                                                                          ===========    ===========    ===========



BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:
   Income (loss) from continuing operations ...........................   $         -    $     (0.02)   $     (0.02)
   Loss from discontinued operations ..................................         (0.01)         (0.56)         (1.23)
   Income  from extraordinary item ....................................          0.03              -              -
                                                                          -----------    -----------    -----------

   Net income (loss) per common share .................................   $      0.02    $     (0.58)   $     (1.25)
                                                                          ===========    ===========    ===========

      Weighted Common Shares Outstanding - Basic and Diluted ..........    11,697,764      6,606,158      6,819,620
                                                                          ===========    ===========    ===========
</TABLE>
                 See notes to consolidated financial statements

                                       F-4
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                Common Stock                                                            Total
                                         ---------------------------    Additional                                   Stockholders'
                                           Number of                     Paid-in      Accumulated     Comprehensive    (Equity)
                                            Shares         Amount        Capital        Deficit          Income        Deficit
                                         ------------   ------------   ------------   ------------    ------------   ------------

<S>                                         <C>         <C>            <C>            <C>             <C>            <C>
Balance, December 31, 1999 ...........      6,100,158   $    122,003   $  7,876,708   $ (1,939,134)   $          -   $  6,059,577

Common stock issued for services .....        895,000         17,900        722,650              -               -        740,550

Exercise of warrants .................        105,000          2,100         10,400              -               -         12,500

Issuance of common stock for equipment         75,000          1,500         11,325              -               -         12,825

Issuance of shares for related
     party loans .....................        658,812         13,176      1,028,124              -               -      1,041,300

Issuance of shares for interest ......        200,688          4,014        369,876              -               -        373,890

Net loss .............................              -              -              -     (8,543,479)              -     (8,543,479)
                                         ------------   ------------   ------------   ------------    ------------   ------------

Balance, December 31, 2000 ...........      8,034,658        160,693     10,019,083    (10,482,613)              -       (302,837)

Contributed capital ..................              -              -          5,000              -               -          5,000

Common stock issued for services .....        500,000         10,000         25,000              -               -         35,000

Common shares issued in connection
     with acquisitions ...............     11,112,500        222,250        559,000              -               -        781,250

Exercise of warrants .................        315,000          6,300         33,075              -               -         39,375

Common stock issued for debt .........      1,050,000         21,000         92,309              -               -        113,309

Common stock issued for debt
     - related parties ...............      2,602,195         52,044         52,044              -               -        104,088

Other comprehensive income:
     Net income ......................              -              -              -        193,638               -        193,638
     Comprehensive income - unrealized
     income on marketable equity
     securities-net of taxes of $0 ..              -              -              -              -          13,020         13,020
                                                                                                                     ------------

     Total comprehensive income ......              -              -              -              -               -        206,658
                                         ------------   ------------   ------------   ------------    ------------   ------------
Balance, September 30, 2001 ..........     23,614,353   $    472,287   $ 10,785,511   $(10,288,975)   $     13,020   $    981,843
                                         ============   ============   ============   ============    ============   ============
</TABLE>
                 See notes to consolidated financial statements

                                       F-5
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                             For the Nine   For the Nine
                                                                             Months Ended   Months Ended   Year Ended
                                                                             September 30,  September 30,  December 31,
                                                                                2001           2000            2000
                                                                             -----------    -----------    -----------
                                                                                            (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>            <C>            <C>
     Income (loss) from continuing operations ............................   $   300,921    $   (93,500)   $  (143,239)
     Adjustments to reconcile income (loss) from continuing
        operations to net cash provided by (used in) operating activities:
        Depreciation and amortization ....................................           959              -              -
        Extraordinary gain from negative goodwill ........................      (290,003)             -              -
        Common stock issued for services .................................        35,000              -              -
        Warrants issued for services .....................................        39,375              -              -
        Minority interest ................................................        83,294              -              -
     Changes in assets and liabilities:
        Accounts receivable ..............................................      (525,821)             -              -
        Inventories ......................................................       371,456              -              -
        Prepaid and other current assets .................................        (2,101)             -              -
        Due from related party ...........................................        10,000              -              -
        Accrued payable and accrued expenses .............................       601,916              -              -
        Deferred revenues ................................................       (38,334)             -              -
                                                                             -----------    -----------    -----------

NET CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES ...........       586,662        (93,500)      (143,239)
                                                                             -----------    -----------    -----------

     Income (loss) from discontinued operations ..........................      (107,283)    (3,714,870)    (8,400,240)
     Adjustments to reconcile income (loss) from discontinued
        operations to net cash used in discontinued operating activities:
           Net decrease in net liabilities of discontinued operations ....      (302,837)     2,988,211      7,718,410
                                                                             -----------    -----------    -----------

NET CASH USED IN DISCONTINUED OPERATING ACTIVITIES .......................      (410,120)      (726,659)      (681,830)
                                                                             -----------    -----------    -----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ......................       176,542       (820,159)      (825,069)
                                                                             -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash acquired in acquisition ........................................       383,200              -              -
     Investment in marketable equity securities ..........................        (5,000)
     Capital expenditures ................................................       (14,290)             -              -
                                                                             -----------    -----------    -----------
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES ..........................       363,910              -              -
                                                                             -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of warrants ..................................             -              -         12,500
     Capital contributions ...............................................         5,000              -              -
     Proceeds from issuance of common stock ..............................             -          7,500              -
                                                                             -----------    -----------    -----------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES ..........................         5,000          7,500         12,500
                                                                             -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .....................       545,452       (812,659)      (812,569)

CASH AND CASH EQUIVALENTS - beginning of period ..........................             -        812,659        812,569
                                                                             -----------    -----------    -----------

CASH AND CASH EQUIVALENTS - end of period ................................   $   545,452    $         -    $         -
                                                                             ===========    ===========    ===========

CASH PAID FOR INTEREST                                                                 -              -              -

CASH PAID FOR TAXES                                                                    -              -              -
                                                                             ===========    ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:
        Noncash investing and financing activities:
           Marketable equity securities received for services rendered ...   $    82,500    $         -    $         -
                                                                             ===========    ===========    ===========
           Common stock issued for debt ..................................   $   113,309    $         -    $         -
                                                                             ===========    ===========    ===========
           Common stock issued for debt - related parties ................   $   104,088    $         -    $ 1,041,300
                                                                             ===========    ===========    ===========
           Common stock issued for equipment .............................   $         -    $         -    $    12,825
                                                                             ===========    ===========    ===========

        Acquisition details:
           Fair value of assets acquired .................................   $ 2,187,606    $         -    $         -
           Liabilities assumed ...........................................    (1,116,353)             -              -
           Common stock issued for acquisitions ..........................      (781,250)             -              -
           Extraordinary gain from negative goodwill .....................      (290,003)             -              -
                                                                             -----------    -----------    -----------
           Cash paid for acquisition .....................................             -              -              -
           Cash acquired .................................................       383,200              -              -
                                                                             -----------    -----------    -----------
           Net cash acquired in acquisition ..............................   $   383,200    $         -    $         -
                                                                             ===========    ===========    ===========
</TABLE>

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES

The Company

Genesis Technology Group, Inc., formerly Psychicnet.Com,  Inc. ("Psychic"),  was
formed on January 29, 1999 to provide  "New Age"  services  and  products on the
Internet.

On April 6, 1999, Psychic was acquired by Virginia City Gold Mines, Inc.
("VCGM"), an Idaho corporation, for 2,200,000 shares of VCGM stock (the
"Exchange"). The Exchange was completed pursuant to the Agreement and Plan of
Reorganization between Psychic and VCGM. The Exchange has been accounted for as
a reverse acquisition under the purchase method for business combinations.
Accordingly, the combination of the two companies was recorded as a
recapitalization of Psychic, pursuant to which Psychic is treated as the
continuing entity. Subsequent to the Exchange, with the approval of the Board of
Directors, VCGM changed its name to Newagecities.com, Inc ("Newage").

On December 15, 1999 the Company completed the acquisition of MemberNet, Inc.
(MemberNet"), a California company formed in 1999.

On August 1, 2001, Newage completed the Agreement and Plan of Reorganization and
Stock Purchase Agreement entered into on July 23, 2001 with Genesis Systems,
Inc., a Minnesota corporation and the shareholders of Genesis, Yongwen Zhuang,
Fugen Li and Master Financial Group, Inc. As a result of the acquisition, the
Company issued 10,312,500 shares of its common stock in exchange for all of the
capital stock of Genesis Systems. As part of the transaction, Messrs. Joseph
Ardito and Stanley Siegel resigned as officers and/or directors of the Company
with Kenneth Shenkman continuing as an officer and director of the Company. In
connection with the transaction, Yongwen Zhuang and Fugen Li each received
5,000,000 shares of Common Stock and Master Financial Group, Inc. received
312,500 shares of Common Stock of the Company. Genesis Systems, Inc. invests in
and operates technology related companies in the U.S., China, Taiwan, Hong Kong
and Singapore. Genesis Systems has been in existence since August 2000 and has
earned revenues by providing consulting services for small public and private
companies regarding public relations, corporate financing, mergers and
acquisitions, e-commerce, business operations support and marketing. Genesis'
strategy includes the internal development and operation of subsidiaries within
the Company family, as well as investment in other technology companies either
directly by the Company, or through other venture capital arrangements. Genesis
will not operate as an investment company. Genesis' strategy also envisions and
promotes opportunities for synergistic business relationships among the
companies within its family.

                                       F-7
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

The Company (Continued)

On August 14, 2001, Newage entered into a Stock Purchase Agreement with
PropaMedia, Inc. ("PropaMedia") and the shareholders of PropaMedia. PropaMedia
is a California corporation and is a provider of media Web hosting and
distribution services. PropaMedia offers end-to-end streaming and hosting
services, including content capture, encoding and production, storage, live and
on-demand video and audio streaming, and managed services. Under this agreement,
the Company acquired all of the issued and outstanding capital stock of
PropaMedia in exchange for all of the shares of Member Net, Inc., a wholly-owned
subsidiary of the Company. Upon effectiveness of the Stock Purchase Agreement,
PropaMedia became a wholly-owned subsidiary of the Company and the former
shareholders of PropaMedia acquired a wholly-owned interest in Member Net, Inc.
from the Company.

On August 22, 2001, Newage entered into a Stock Purchase Agreement with Shanghai
G-Choice Science and Technology Development Company Ltd. ("G-Choice") and the
shareholders of G-Choice. G-Choice is a Chinese company with principal offices
in Shanghai, China. As a non-governmental high-tech enterprise, Shanghai
G-Choice Science and Technology Development Company Ltd. was founded in August
1999. Its business services include computer product sales, network services,
software development, and system integration. Under this agreement, the
shareholders of G-Choice exchanged 80% of the issued and outstanding capital
stock of G-Choice in exchange for 800,000 shares of the Company's common stock.

On October 12, 2001 the shareholders of Newage voted upon and approved an
Agreement and Plan of Merger providing for the merger of the Company with and
into Genesis Technology Group, Inc., a Florida corporation, wholly-owned by the
Company. The purpose of the merger was to change the Company's domicile from
Idaho to Florida. In addition, the Company's name has changed to Genesis
Technology Group, Inc. (the "Company" or "Genesis"), which better reflects the
Company's current business plan.

Basis of presentation and minority interest

The consolidated statements include the accounts of Genesis Technology Group,
Inc. and its wholly and partially owned subsidiaries. All significant
inter-company balances and transactions have been eliminated.

In August 2001, the Company acquired an 80% common stock ownership in G-Choice.
At September 30, 2001, the Company reported minority interest in the balance
sheet of $179,810. For financial statement reporting purposes, the assets,
liabilities and earnings of G-Choice are consolidated in the Company's financial
statements, and the remaining ownership of G-Choice has been recorded as
"Minority Interest" in the consolidated balance sheet.

                                       F-8
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

Cash and cash equivalents

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

Fair value of financial instruments

The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, accounts payable and accrued expenses
approximate their fair market value based on the short-term maturity of these
instruments.

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.

Foreign currency translation

Transactions and balances  originally  denominated in U.S. dollars are presented
at their original  amounts.  Transactions  and balances in other  currencies are
converted into U.S. dollars in accordance with Statement of Financial Accounting
Standards  (SFAS) No. 52, "Foreign  Currency  Translation,"  and are included in
determining net income or loss.

For foreign operations with the local currency as the functional currency,
assets and liabilities are translated from the local currencies into U.S.
dollars at the exchange rate prevailing at the balance sheet date. Revenues,
expenses and cash flows are translated at weighted average exchange rates for
the period to approximate translation at the exchange rates prevailing at the
dates those elements are recognized in the financial statements. Translation
adjustments resulting from the process of translating the local currency
financial statements into U.S. dollars are included in determining comprehensive
loss.

The functional currency of the Company's Chinese subsidiary, G-Choice, is the
local currency. The financial statements of the subsidiary are translated to
United States dollars using year-end rates of exchange for assets and
liabilities, and average rates of exchange for the period for revenues, costs,
and expenses. Net gains and losses resulting from foreign exchange transactions
are included in the consolidated statements of operations and were not material
during the periods presented. The cumulative translation adjustment and effect
of exchange rate changes on cash at September 30, 2001 was not material.

                                       F-9
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              POLICIES (Continued)

Marketable equity securities

Marketable equity securities consist of investments in equity of publicly traded
and non-public domestic companies and are stated at market value based on the
most recently traded price of these securities at September 30, 2001. All
marketable securities are classified as available for sale at September 30,
2001. Unrealized gains and losses, determined by the difference between
historical purchase price and the market value at each balance sheet date, are
recorded as a component of Accumulated Other Comprehensive Income in
Stockholders' Equity. Realized gains and losses are determined by the difference
between historical purchase price and gross proceeds received when the
marketable securities are sold.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.


Comprehensive Income (loss)

The Company has adopted Statement of Financial Accounting Standards No. 130
(SFAS 130) "Reporting Comprehensive Income". Comprehensive income is comprised
of net loss and all changes to the statements of stockholders' equity, except
those due to investments by stockholders', changes in paid-in capital and
distributions to stockholders. Comprehensive income (loss) for the nine months
ended September 30, 2001 and for the year ended December 31, 2000 amounted to
$206,658 and $(8,543,497), respectively.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and trade accounts receivable. The
Company places its cash with high credit quality financial institutions. Almost
all of the Company's sales are credit sales which are primarily to customers
whose ability to pay is dependent upon the industry economics prevailing in
these areas; however, concentrations of credit risk with respect to trade
accounts receivables is limited due to generally short payment terms. The
Company also performs ongoing credit evaluations of its customers to help
further reduce credit risk.

                                      F-10
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

Research and development

Research and development costs are expensed as incurred.

Impairment of long-lived assets

The Company evaluates the recoverability and carrying value of its long-lived
assets at each balance sheet date, based on guidance issued in SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." Among other factors considered in such evaluation is the
historical and projected operating performance of business operations, the
operating environment and business strategy, competitive information and market
trends. Accordingly, the Company has recorded an asset impairment of $3,993,435
at December 31, 2000 in connection with the following items:

     MemberNet Goodwill - During the fourth quarter of year 2000, the Company
     recognized a goodwill impairment charge of $3,775,672 with no associated
     tax benefit, related to the 1999 acquisition of MemberNet.Com, Inc.
     ("MemberNet"). The review for impairment at these operations was triggered
     by recent cash flow losses and forecasted operating cash flows below those
     expected at the time MemberNet was acquired. Accordingly, the Company
     concluded that tangible assets were no longer recoverable through future
     operations and therefore recognized an impairment charge related to this
     asset.

     Fixed Assets - During the fourth quarter of year 2000, the Company
     recognized an impairment of certain fixed assets of $217,763. The Company
     concluded that tangible assets were no longer recoverable through future
     operations and therefore recognized an impairment charge related to these
     assets.

Additionally, during June 2001, due to significant lack of financing and
operations and the failure to consummate a planned merger, the Company wrote off
furniture and fixtures and licensing agreements in the amount of $308,190, which
has been included in loss from discontinued operations.

Stock based compensation

The Company  accounts  for stock  transactions  in  accordance  with APB No. 25,
"Accounting  for Stock Issued to  Employees."  In accordance  with  Statement of
Accounting   Standards  No.  123  ("SFAS  123"),   "Accounting  for  Stock-Based
Compensation," the Company adopted the pro forma disclosure requirements of SFAS
123.

                                      F-11
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

Revenue recognition

The Company's revenues from the sale of products are recorded when the goods are
shipped. Revenues from website hosting and distribution services are recorded
when services are rendered. Consulting income is recognized on a straight-line
basis over the period of the service agreement. Deferred revenues relates to
consulting revenues that is being recognized over the period of the service
agreement.

Licensing agreements

Licensing agreements are stated at cost, less accumulated amortization.
Amortization is computed using the straight-line method over an estimated life
of three years based upon management's expectations relating to the life of the
technology and current competitive market conditions. The estimated life is
reevaluated each year based upon changes in these factors. Amortization for the
nine month period ended September 30, 2001 and for the year ended December 31,
2000 were $56,000 and $223,748, respectively. Additionally, during June 2001,
due to significant lack of financing and operations and the failure to
consummate a planned merger, the Company wrote off the remaining unamortized
licensing agreements in the amount of $260,980. Amortization of licensing fees
has been included in loss from discontinued operations in the accompanying
statements of operations.

Recent accounting pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001 to be
accounted for under the purchase method. For all business combinations for which
the date of acquisition is after June 30, 2001, SFAS 141 also establishes
specific criteria for the recognition of intangible assets separately from
goodwill and requires unallocated negative goodwill to be written off
immediately as an extraordinary gain, rather than deferred and amortized. SFAS
142 changes the accounting for goodwill and other intangible assets after an
acquisition. The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and intangible assets with indefinite lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives will no longer be limited to forty years. In accordance with SFAS 141, the
Company has recognized an extraordinary gain of $290,003 for the write-off of
negative goodwill recognized in the acquisition of G-Choice.

                                      F-12
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

Recent accounting pronouncements (Continued)

In June 2001, the FASB also approved for issuance SFAS 143 "Asset Retirement
Obligations." SFAS 143 establishes accounting requirements for retirement
obligations associated with tangible long-lived assets, including (1) the timing
of the liability recognition, (2) initial measurement of the liability, (3)
allocation of asset retirement cost to expense, (4) subsequent measurement of
the liability and (5) financial statement disclosures. SFAS 143 requires that an
asset retirement cost should be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The Company will adopt the statement effective no later than
January 1, 2003, as required. The transition adjustment resulting from the
adoption of SFAS 143 will be reported as a cumulative effect of a change in
accounting principle. The Company does not believe that the adoption of this
statement will have a material effect on its financial position, results of
operations or cash flows.

In August 2001, the FASB approved SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS 144 replaces SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The
new accounting model for long-lived assets to be disposed of by sale applies to
all long-lived assets, including discontinued operations, and replaces the
provisions of APB Opinion No. 30, Reporting Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business, for the disposal of segments of
a business. Statement 144 requires that those long-lived assets be measured at
the lower of carrying amount or fair value less cost to sell, whether reported
in continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at net realizable value or include amounts
for operating losses that have not yet occurred. Statement 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of Statement 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally, are to be applied prospectively. The Company does not believe there
will be a material impact from the implementation of this statement on the
Company's consolidated financial statements.

Reclassifications

Certain prior periods' balances have been reclassified to conform to the current
period's financial statement presentation. These reclassifications had no impact
on previously reported results of operations or stockholders' equity (deficit).

                                      F-13
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000

NOTE 2 - PROPERTY AND EQUIPMENT

At September 30, 2001, property and equipment consisted of the following:

                                        Estimated Life
         Office Furniture                 7 Years           $   9,169
         Computer Equipment               5 Years              24,154
         Office Equipment                 5 Years               8,042
                                                            ---------
                                                               41,365

         Less: Accumulated Depreciation                        (4,663)
                                                            ---------

                                                            $  36,702

NOTE 3 - ACQUISITIONS

In December 1999, the Company acquired all of the outstanding shares of common
stock of MemberNet , Inc. for 2,500,000 shares of the Company's common stock and
1,000,000 warrants to purchase shares of the Company's common stock exercisable
at $1.75 per share, with the acquisition being accounted for as a purchase
business combination. These shares were valued at the fair market value of $2.00
(based on a Reg D 504 offering during April 1999 of $2.00). The allocated
purchase price of $5,490,000 was recorded as goodwill. During the fourth quarter
of year 2000, the Company recognized a goodwill impairment charge of $3,775,672
with no associated tax benefit, related to the 1999 acquisition of MemberNet,
Inc. ("MemberNet").

On August 1, 2001, the Company completed the Agreement and Plan of
Reorganization and Stock Purchase Agreement entered into on July 23, 2001 with
Genesis Systems, Inc., a Minnesota corporation and the shareholders of Genesis,
Yongwen Zhuang, Fugen Li and Master Financial Group, Inc. As a result of the
acquisition, the Company issued 10,312,500 shares of its common stock with a
fair market value of $701,250 in exchange for all of the capital stock of
Genesis Systems. The Company accounted for this acquisition using the purchase
method of accounting. The purchase price exceeded the fair value of net assets
acquired by $359,379. The excess has been applied to goodwill. The results of
operations of Genesis Systems, Inc. are included in the accompanying financial
statements from August 1, 2001 (effective date of acquisition) to September 30,
2001.

                                      F-14
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 3 - ACQUISITIONS (Continued)

On August 14, 2001, the Company entered into a Stock Purchase Agreement with
PropaMedia, Inc. ("PropaMedia") and the shareholders of PropaMedia. Under this
agreement, the Company acquired all of the issued and outstanding capital stock
of PropaMedia in exchange for all of the shares of Member Net, Inc., a
wholly-owned subsidiary of the Company. Upon effectiveness of the Stock Purchase
Agreement, PropaMedia became a wholly-owned subsidiary of the Company and the
former shareholders of PropaMedia acquired a wholly-owned interest in Member
Net, Inc. from the Company. The Company accounted for this acquisition using the
purchase method of accounting. Propamedia began operations in July 2001. The
results of operations of PropaMedia are included in the accompanying financial
statements from July 2001 (effective date of acquisition) to September 30, 2001.

On August 22, 2001, the Company entered into a Stock Purchase Agreement with
Shanghai G-Choice Science and Technology Development Company Ltd. ("G-Choice")
and the shareholders of G-Choice. G-Choice is a Chinese company with principal
offices in Shanghai, China. Under this agreement, the shareholders of G-Choice
exchanged 80% of the issued and outstanding capital stock of G-Choice in
exchange for 800,000 shares of the Company's common stock with a fair market
value of $80,000. The Company accounted for this acquisition using the purchase
method of accounting. The fair value of net assets acquired exceeded the
purchase price by $290,003. SFAS 141 requires unallocated negative goodwill to
be written off immediately as an extraordinary gain, rather than deferred and
amortized. Accordingly, the Company recognized an extraordinary gain of $290,003
in connection with this acquisition. The results of operations of G-Choice are
included in the accompanying consolidated financial statements from August 23,
2001 (effective date of acquisition) to September 30, 2001.

The following unaudited pro forma consolidated results of operations have been
prepared as if the acquisitions of Genesis Systems, Inc., PropaMedia and
G-Choice had occurred as of the following periods:

                                               Nine Months Ended    Year Ended
                                                 September 30,      December 31,
                                                      2001            2000
                                                  -----------       ------------
Net Revenues ..................................   $13,797,000       $13,744,000
Net Income from continuing operations .........   $    35,000       $12,956,000
Net Income per Share from continuing operations   $       .01       $       .04

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

                                      F-15
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 4 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" "SFAS 109". SFAS 109 requires
the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and the tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax losses and tax credit carryforwards. SFAS 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets.

For the period ended September 30, 2001 and December 2000, the provision
(benefit) for income taxes differs from the amounts computed by applying the
statutory federal income tax rate to income (loss) before provision for income
taxes, the reconciliation is as follows:

                                               Nine Months Ended    Year Ended
                                                 September 30,      December 31,
                                                      2001              2000
                                                  -----------       -----------
Taxes (benefit) computed at statutory rate.....   $   33,000        $2,903,000
Income tax benefit not utilized ...............      (33,000)        2,903,000)
                                                  ----------        ----------

Net income tax benefit ........................   $        -        $        -
                                                  ==========        ==========

The Company has a net operating loss carryforward for tax purposes totaling
approximately $9,204,000 at September 30, 2001 expiring through the year 2020.
Listed below are the tax effects of the items related to the Company's net tax
asset:

Tax benefit of net operating loss carryforward ...   $ 3,129,000
Valuation allowance ..............................    (3,129,000)
                                                     ------------

Net deferred tax asset recorded ..................   $         -
                                                     ============

NOTE 5 - SEGMENT INFORMATION

The following information is presented in accordance with SFAS No. 131,
Disclosure about Segments of an Enterprise and Related Information. In fiscal
2001, the Company operated in three reportable business segments - (1) sale of
computer equipment and accessories , (2) Web hosting and distribution services,
and (3) consulting services for small public and private companies regarding
public relations, corporate financing, mergers and acquisitions, e-commerce,
business operations support and marketing . The Company's reportable segments
are strategic business units that offer different products. They are managed
separately based on the fundamental differences in their operations. The Company
did not have any reportable segments for the year ended December 31, 2000.

                                      F-16
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 5 - SEGMENT INFORMATION (Continued)

Information with respect to these reportable business segments for the nine
months ended September 30, 2001 is as follows:

                                       Web Hosting and
                                        Distribution    Consulting  Consolidated
      9/30/01           Computer Sales    Services       Services      Totals
      -------           --------------    --------       --------      ------
Net Revenues ........     $1,401,734      $581,084        $75,334    $2,058,152
Gross Profit ........     $  109,944      $ 27,620        $75,334    $  212,898
Segment profit (Loss)
   from operations ..     $    1,293      $  8,713        $23,123    $   33,129

For the nine months ended September 30, 2001, the Company derived approximately
68% of its revenue from its subsidiary located in the People's Republic of
China. Sales and identifiable assets by geographic areas for the nine months
ended September 30, 2001 and as of September 30, 2001, respectively, were as
follows:
                                                           Identifiable
                                                  Sales       Assets
                                               ----------   ----------
         United States .....................   $  656,418   $1,258,767
         China .............................    1,401,734    1,351,407
                                               ----------   ----------

         Total .............................   $2,058,152   $2,610,174
                                               ==========   ==========

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT)

In December 1999, the Company issued $1,041,300 of convertible notes payable. On
March 9, 2000, certain shareholders of the Company exchanged 658,812 personally
held shares of the Company in satisfaction of the convertible notes. The Company
recorded interest expense of $373,890 in this transaction. Additionally, in
2000, the shareholders exchanged 165,000 personally held shares to two
consultants for services rendered. Such shares were valued at $3.00 per share
and the Company recorded compensation expense of $493,500 for the year ended
December 31, 2000.

The value of the shares exchanged by the shareholders was recorded by the
Company as an amount due to shareholders. On September 8, 2000, 859,500 shares
were issued to such shareholders to satisfy this short-term advance.

                                      F-17
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

During May 2000, warrants to purchase 5,000 shares of the Company's common stock
were exercised at $1.50 per share aggregating proceeds of $7,500.

During October 2000, warrants to purchase 100,000 shares of the Company's common
stock were exercised at $0.05 per share aggregating proceeds of $5,000.

During the year ended December 31, 2000, the Company issued 730,000 shares of
its common to stock for services rendered by consultants and 75,000 shares of
its common stock for computer equipment. Such shares were valued at their market
value on the date of issuance, ranging between $0.19 and $0.78. The Company
recorded compensation expense of $247,050 in relation to the consulting
services.

In April 2001, the Company revalued 315,000 warrants previously issued to an
exercise price of $0 and immediately issued 315,000 shares of its common to
stock. Such shares were valued at their market value on the date of issuance at
$.12 per share. The Company recorded consulting expense of $39,375 related to
these consulting services.

In July 2001, the Company issued 2,602,195 shares of common stock to an officer
and a former officer for accrued salaries amounting to $ 104,088.

In August 2001, the Company issued 1,050,000 shares of common stock to certain
vendors for debt amounting to $113,309.

In August 2001, the Company issued 10,312,500 and 800,000 shares of common stock
in connection with the acquisition of Genesis Systems, Inc and G-Choice,
respectively (see note 5).

In August 2001, the Company issued 500,000 shares of its common to stock for
services rendered by a consultant. Such shares were valued at their market value
on the date of issuance at $.07 per share and recorded consulting expense of
$35,000 related to the consulting services.

                                      F-18
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 7 - STOCK WARRANTS AND OPTIONS

A summary of outstanding warrants at September 30, 2001 are as follows:
<TABLE>
<CAPTION>
                                 Shares             Range of           Remaining           Average
                               Underlying           Exercise          Contractual          Exercise
                                Warrants              Price              Life               Price
                            -----------------     --------------    ----------------     -------------

<S>                         <C>                   <C>               <C>                  <C>
Outstanding at beginning                   -      $           -                   -      $          -
of period
Granted                            2,250,000                  -        1 - 3.5 yrs.              2.00
Exercised                                  -                  -                   -                 -
                            -----------------     --------------    ----------------     -------------
Outstanding at December            2,250,000          1.50-2.50                                  2.00
31, 1999
Granted                                    -                  -                                     -
Exercised                           (105,000)         0.05-1.50                                     -
                            -----------------     --------------    ----------------     -------------
Outstanding at December            2,145,000          0.05-2.50                                  2.00
31, 2000

Granted                              315,000               0.00                                     -
Expired                           (1,450,000)              2.25                                  2.25
Exercised                           (315,000)              0.00                                  0.00
                            -----------------     --------------                         -------------
Outstanding at September
30, 2001                             695,000      $   0.00-1.50
1.56
                            =================     ==============                         =============
</TABLE>

In November 1999, 120,000 options were granted. During the period ended December
31, 2000 and September 30, 2001, no options were granted or exercised. During
the nine months ended September 30, 2001, 120,000 options expired.

NOTE 8 - LEGAL PROCEEDINGS

Master Financial Group, Inc. v Genesis Systems, Inc. (Court File No.
62-C7-01-000832) was filed on February 14, 2001, against Genesis Systems, Inc.,
a subsidiary of Genesis Technology Group, in the County of Ramsey, Minnesota,
seeking to rescind a stock subscription agreement made with Genesis Systems,
Inc. This agreement calls for a total subscription to purchase shares of the
Company's stock in the amount of $1,000,000. The payments were to be made in
four equal installments; to date the Company has received $250,000. The Company
believes that this suit is meritless and intends to vigorously contest the
action. Management does not believe this suit will have any material impact on
the Company's business and financial performance. Other than that, the Company
is not a party to any material legal proceeding, nor are any of our officers,
directors or affiliates, a party adverse to us in any legal or regulatory
proceeding.

                                      F-19
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 9 - COMMITMENTS

The Company leases certain office space under operating leases on a
month-to-month basis.

NOTE 10 - OPERATING RISK

(a) Country risk

Currently, the Company's revenues are primarily derived from sale of computer
equipment and accessories to customers in the Peoples Republic of China (PRC).
The Company hopes to expand its operations to countries outside the PRC,
however, such expansion has not been commenced and there are no assurances that
the Company will be able to achieve such an expansion successfully. Therefore, a
downturn or stagnation in the economic environment of the PRC could have a
material adverse effect on the Company's financial condition.

(b) Products risk

In addition to competing with other computer and electronics equipment
companies, the Company could have to compete with larger US companies who have
greater funds available for expansion, marketing, research and development and
the ability to attract more qualified personnel if access is allowed into the
PRC market. If US companies do gain access to the PRC markets, it may be able to
offer products at a lower price. There can be no assurance that the Company will
remain competitive should this occur.

(c) Exchange risk

The Company can not guarantee that the current exchange rate will remain steady,
therefore there is a possibility that the Company could post the same amount of
profit for two comparable periods and because of a fluctuating exchange rate
actually post higher or lower profit depending on exchange rate of Reminbi
converted to USD on that date. The exchange rate could fluctuate depending on
changes in the political and economic environments without notice.

(d) Political risk

Currently, PRC is in a period of growth and is openly promoting business
development in order to bring more business into PRC. Additionally PRC allows a
Chinese corporation to be owned by the United States corporation. If the laws or
regulations are changed by the PRC government, the Company's ability to operate
the PRC subsidiaries could be affected.

                                      F-20
<PAGE>

                 GENESIS TECHNOLOGY GROUP, INC.AND SUBSIDIARIES
                        (FORMERLY NEWAGECITIES.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2001 and for
                        the Year Ended December 31, 2000


NOTE 7 - RELATED PARTY TRANSACTIONS

Due from related party

The Company advanced funds to an officer of the Company. The advances are
non-interest bearing and are payable on demand. At September 30, 2001, advances
to this officer amounted to $18,023.

NOTE 11 - SUBSEQUENT EVENTS

On November 15, 2001, the Company entered into a Stock Purchase Agreement with
Shanghai Zhaoli Technology Development Company, Limited ("Zhaoli") and Zhaoli's
shareholder. Under this agreement Zhaoli shareholder exchanged 80% of the issued
and outstanding capital stock of Zhaoli in exchange for 400,000 restricted
shares of the Company common stock. Upon the effectiveness of this agreement,
Zhaoli became an 80% owned subsidiary of the Company.

On December 1, 2001, the Company entered into a Stock Purchase Agreement with
Yastock Investment Consulting Company, Limited ("Yastock") and the shareholders
of Yastock. Under this agreement the shareholders of Yastock exchanged 80% of
the issued and outstanding capital stock of Yastock in exchange for 92,000
restricted shares of the Company common stock. Upon the effectiveness of this
agreement, Yastock became an 80% owned subsidiary of the Company.

On October 12, 2001, the Company changed it capital structure to increase the
authorized number of shares which the corporation shall have authority to issue
to (i) 200,000,000 shares of common stock, par value $.001 per share and (ii)
20,000,000 shares of Preferred stock, par value $.001.

In October, 2001 950,000 options were granted to James Wang with an exercise
price of $.29 per share, 1,000,000 options were granted to Kenneth Shenkman with
an exercise price of $.21 and 240,000 options were granted to Adam Wasserman
with an exercise price of $.35.

In October 2001, the Company issued 250,000 shares of common stock to a
consultant for investor relations.

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