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

                                   Form 10-KSB
(Mark One)

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

                  For the fiscal year ended September 30, 2005

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

                  For the transition period from _____ to _____

                        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.)

7900 Glades Road, Suite 420, Boca Raton, FL                  33434
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(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number  (561)988-9880
                           -------------

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

     Title of each class          Name of each exchange on which registered

            NONE                                    NONE
     -------------------          -----------------------------------------

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

                                      NONE
                                ----------------
                                (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.[ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year. $154,580 for the fiscal
year ended September 30, 2005.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. $2,984,749 as of January 12, 2006

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of December 31, 2005, 70,996,966
shares of common stock are issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). None.

Transitional Small Business Disclosure Format (Check one): Yes ___; No _X_

<PAGE>
           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         Certain statements in this annual report contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to implement our strategic
initiatives, economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk, U.S. and global
competition, and other factors. Most of these factors are difficult to predict
accurately and are generally beyond our control. You should consider the areas
of risk described in connection with any forward-looking statements that may be
made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements and readers should carefully review this annual
report in its entirety, including the risks described in "Risk Factors." Except
for our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. These forward-looking statements speak only as of the date
of this annual report, and you should not rely on these statements without also
considering the risks and uncertainties associated with these statements and our
business.

         When used in this annual report, the terms the "Company," "we," "us,"
"ours," and similar terms refers to Genesis Technology Group, Inc., a Florida
corporation, and our subsidiaries.

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         We are a business development and marketing firm that specializes in
proving leadership and commerce opportunities to small and mid-sized companies
in the United States and China. We provide and procure development projects that
require marketing, manufacturing, finance, and product deployment expertise. Our
core competency is sourcing merger and acquisitions opportunities for both our
contract clients and Genesis respectfully. The majority of our commercial
proceedings involve China in a significant capacity. Historically our clients
range from global 1000 companies, emerging high-growth organizations, to
venture-backed start-ups. Genesis, and through its subsidiaries, creates and
fosters a unique framework for business collaboration between companies and
organization in United States and China.

         Currently, we own 80% of a company, Shanghai Chorry Technology
Development Co., Limited ("Chorry"), selling computer hardware and peripherals
in China. As a material subsequent event, on November 2, 2005, we entered into a
stock purchase agreement with Dragon Ventures (OTC: DRGV), a Nevada public
corporation, for the sale of our majority-owned subsidiary Chorry. (See
discussion of OUR HISTORY; ACQUISITIONS AND DIVESTITURES below)

         In June 2005, we formed Genesis Equity Partners (GEP), a 75% owned
Limited Liability Corporation that assists Chinese and Western companies in
formulating strategies to increase equity value, targeting western stock
exchanges as a source of capital and shareholder support. Our partnership
specializes in assisting private companies in the People's Republic of China
seeking direct public offering opportunities in the United States. Management
anticipates higher profitability from its Genesis Equity Partners, LLC (GEP) and
by pursuing a qualified merger candidate in China, a plan that has been actively
pursued during 2005 with promising results.

         While conducting our business development services, we use the name and
do business as "Genesis China".

         We are a member of the Shanghai United Assets and Equity Exchange
(SUAEE), an organization that promotes the influx of technology into China. We
believe that the computer and equipment accessories division of our business
will become a less significant phase of our operations in future periods as we
expand our consulting services segment.

OUR BUSINESS, PRODUCTS AND SERVICES

         We continued to develop our cross-pacific marketing company. We believe
that China's entrance into the World Trade Organization (WTO) offers a unique
opportunity for our company to secure itself a position as a leader in the
growing market for cross-pacific products, technology, capital, and property
exchange. We seek to foster bilateral commerce between companies in the West
with those in China. Traditionally, we specialize in assisting Western companies
in entering the Chinese markets for business development. The company has
evolved and is also acting as a resource for Chinese companies that desire
expertise in marketing, distribution, manufacturing, forming joint ventures, or
establishing a base in the United States as well.

         A key area of competency and focus is the life and health science arena
in China. Life and health science is compromised of different but related
industries such as pharmaceuticals, environmental science, biotechnology, and
healthcare development. These industries range from water, soil, and air testing
and remediation to hospital facility development and management. These are new
and robust areas in China. We currently have one key client under contract, the
China Vocational Education Satellite Network. China Vocational Education
Satellite Network ("CVE") is the premier distance learning platform sponsored by
the National Center for Education Development & Research of Ministry of
Education of People's Republic of China, owned and operated by Shanghai
Aerospace Computer System Engineering Co., Ltd. CVE, funded with $4.6 million by
The World Bank, has a specific strategy in the health care sector that could
appreciably benefit us under our existing contract.

         Among those Genesis contract clients who have benefited from this
time-tested business model are: Agronix, Inc., Alternate Energy Corporation,
Dynegy Energy, Edulink, Inc., Enviro Voraxial Technology, Inc., Equifax Inc,
Mark Capital Management, Inc., Flowers Chemical Laboratories, Sarlo Power
Mowers, Custom Biologicals Inc., Sense Holding ,Inc., Powerbetter (UK), Kane,
Laduzinsky & Mendoza, LTD., Ayiko (Europe), eProtea (Malaysia), Sarlo Power
Mowers, Inc., Shanghai Dongda Insurance Brokerage Company, Ltd., Raltron
Electronics International, and others.

         Our management has been responsible for successfully negotiating
contracts in China for over 13 years. We are able to bring experience in the
areas of marketing, finance and business development to our clients, and to help
guide those companies in marketing their products and services in China. We have
established working relationships with various governmental agencies, public
institutions, and private industries in China at both national and provincial
levels. In addition, we will also seek to assist small to mid-size Chinese
private companies that desire growth to expand their business with our
operational support.

         In order to market our services to prospective clients, we have held
roundtable conferences discussing the Chinese marketplace and providing a
networking opportunity for U.S. and Chinese business interests. We also utilize
direct contacts, referrals and media promotions to market our company. In
December 2003 we announced that we were selected to lead a trade mission to
China, sponsored by Broward County, Florida, with the International Business
Council, and support provided by Enterprise Florida of the State of Florida. In

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concert with Broward County, Florida and Enterprise Florida of the State of
Florida, 12 to 15 south Florida companies traveled to China in late May 2004.

The scope of the agreements with our clients fall within two categories.
Generally, our clients enter into a representation agreement under which we are
contracted to assist the client in business development in China, including such
activities as exporting its products to China, establishing joint ventures in
China or making acquisitions of complementary Chinese businesses, establishing
marketing and distribution channels and partners, introductions to financing
sources for the Chinese operations and similar business opportunities. The
representation agreement is typically for a term of 12 months. We are paid a
monthly retainer of $5,000 to $10,000, a small portion of which goes to the
Shanghai United Assets and Equity Exchange (SUAEE). If our efforts for our
client are successful, we will receive a percentage of the cash flow from the
ventures, generally 5%, as well as a success fee of generally 2.5% for our
efforts which will be adjusted downward or eliminated if this fee exceeds $1
million. Our standard representation agreement also provides that if our efforts
on our client's behalf lead to the establishment of a joint venture with a
Chinese company, we are entitled to receive a portion of our client's ownership
interest in the venture, ranging from 5% to 15% depending upon the business
terms of the particular engagement. For other clients, we may enter into a
short-term, generally three to 12 months, consulting agreement to provide
certain specified services. Our compensation under these types of agreements can
run from a flat cash fee, to a fee which includes a combination of equity in our
client and a success fee (in cash or equity) of approximately 5% payable to us
upon the successful completion of transactions such as acquisitions, formations
of joint ventures, or licensing or selling technologies in China to a solely
performance based fee of ranging from 3% to 5% of the value of the transaction
upon the completion of the project. However, we do not intend to operate as an
investment company or become subject to the Investment Company Act of 1940. To
date, revenues from these arrangements have not been material. We do not know if
any of these contracted companies will ultimately be successful in their Chinese
ventures or that we will earn any success fees from our work.

         In September 2004, we successfully sponsored two Sino-Russian
Roundtable events in both Beijing and Shanghai, China. The Beijing event, held
at the Russian Trade Representative Office in Beijing, drew a crowd of 47
Chinese companies, Russian Trade Representatives Sergei S. Tsiplakov and Valery
A. Kobets, and a Russian business representative from South Florida. Genesis'
Roundtable in Shanghai, which was hosted by Genesis' partner, the Shanghai
United Assets and Equity Exchange, attracted about 50 companies.

         We anticipate that it takes between 12 to 36 months for client
companies to conclude their projects.

         During fiscal 2004 and 2003, our consulting services division included
Yastock Investment Consulting Company, Limited ("Yastock") located in Shanghai,
China and Genesis Systems, Inc. ("Genesis Systems") located in Boca Raton,
Florida. Yastock is incorporated under the laws of Shanghai. Through December
2004, Yastock's management oversaw all of our operations in China. With the
departure of Dr. Wang, Dr. Li Shaoqing, a former member of our Board of
Directors, assumed responsibility for overseeing our operations in China as CEO
of Genesis' China operations through September 2005. Currently, our China
operations are being operated by our Director Dr Shaohua Tan. Genesis Systems is
incorporated under the laws of the State of Minnesota and is currently inactive.
As discussed later in this annual report, in December 2004, we entered into an
agreement with our former Chairman and President, Dr. James Wang, which provide
for the transfer the stock of Yastock to the previous owners as part of a
severance agreement. See Item 10. Executive Compensation - Separation and
Severance Agreement. Currently, our consulting services division has 3
employees.

GENESIS EQUITY PARTNERS, LLC (GEP)

         GEP is a Limited Liability Corporation, established in the State of
Florida in June 2005. GEP is divided into four (4) units, each representing 25%
ownership of the LLC. Each member, known as a Manager/Owner (also referred to as
"partners"), owning a unit, shall contribute to the success of the Company in
the areas of (a) sourcing qualified Chinese companies; (b) securing suitable
Western public companies or shells; (c) funding the basic legal and auditing
requirements to complete the merger; (d) providing full services for operating
the post-merger public company; and (e) furnishing post-merger Public/Investor
Relations to increase the value of the Company to benefit of its shareholders,
investors, employees, and GEP. Genesis Technology Group, Inc. (d/b/a "Genesis
China") owns three (3) units, and China West, LLC owns one (1) unit. China West
is an independent LLC, owned by parties with no management involvement with
GTEC.

         GEP assists Chinese and Western companies in formulating strategies to
increase equity value, while targeting Western stock exchanges as a source of
capital and shareholder support. The core strength of GEP management is creating
a first rate plan to create investor awareness and bring in long-term individual
and institutional investors. GEP should create liquidity in the stock and gain
investor awareness by using tested channels of communications by cogently
articulating the companies' stories. GEP has built successful channels with
expertise in screening and selecting Chinese companies that possess solid
business histories and professional management, and North American public
companies and shells that possess a shareholder base and a history of auditing
and filing, as required by the US Securities & Exchange Commission.

         Most commonly, GEP approaches qualified Chinese companies with the
following or similar statement: "Based on the information provided by the
Chinese candidate company and GEP's own resources and experience, GEP can devise
a realistic program for the Chinese company to access the US markets to raise

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capital. A program considering both the short term and long term interest will
be developed, and the ultimate target will be set to achieve long-term goals.
According to GEP's understanding and experience of US capital markets, it holds
that the most suitable strategy for the Chinese company in raising funds is
'going public' first through a merger and acquisition strategy and then achieve
the target of fund-raising.

         Usually, GEP shall benefit in two basic ways by completing the mergers
of Chinese and Western companies. The lesser profit center shall be fees charged
for providing financial services. This is, customarily, a difficult challenge
for Chinese companies. It is not a matter of cash availability, but historically
the Chinese are unaccustomed to paying appropriately for services rendered.
Nonetheless, GEP shall seek reasonable fees when possible. The greater profit
center will be equity positions earned by completing the mergers. The first
contract client for GEP is with The Jin Ma Group, a real estate development
company in Western China. This contract could significantly impact the
profitability of the Company in 2006.

THE SHANGHAI UNITED ASSETS AND EQUITY EXCHANGE (SUAEE)

         In 2002, we acquired a seat as a U.S. representative on the Shanghai
Technology Stock (Property Rights) Exchange (STSE). In 2004 the STSE has merged
with the Shanghai Property Exchange to form the SUAEE of which we remain a
member. The SUAEE supports the advancement of technological innovation, and
brings optimal allocation of hi-tech and financial resources, as well as the
combination of talented people and tremendous networks. The SUAEE is essentially
a vehicle for the transfer of technology and property rights into China, and is
sponsored by the Shanghai Municipal Government with independent corporate
qualifications. It can provide flexible and convenient financing and investment
services for various enterprises by means of technology rights and ownership
using its own resources or relationships it has with financial institutions
which participate with the SUAEE. As a representative of the SUAEE, we can
directly introduce American companies and individuals who would like to sell or
license intellectual property to a Chinese partner, or use technology to form a
joint venture in China, to the SUAEE for purposes of listing their technologies
or intellectual properties.

         We initially paid 200,000 RMB (or approximately U.S. $24,000) for our
seat on the STSE (now known as SUAEE), and our annual membership fee on the
SUAEE is 30,000 RMB, or approximately U.S. $2,400. We are not required to make
any additional capital commitments to maintain our membership, other than
payment of our annual dues.

OUR OTHER ACTIVITIES

         In October 2003, we signed contracts with SMS.ac Corporation, a
U.S.-based short message service (SMS) company, for marketing of text messaging
applications in China. In December 2003 Yastock received a license to operate as
a wireless content provider, aggregator and mobile marketing provider in
Shanghai. We invested approximately $70,000 in capital during the past year on
this venture. As set forth above, in connection with a Separation and Severance
Agreement with our former President and Chairman, Dr. James Wang, we have agreed
to transfer our ownership interest in Yastock free and clear of all liens,
pledges, hypothecation, option, contract and other encumbrance, to Messrs.
Robert Zhuang and Lawrence Wang, the previous owners, which includes the license
to operate as a wireless content provider and provide SMS services. Accordingly,
we wrote off our $70,000 investment in this project during the year ended
September 30, 2004. See Item 10. Executive Compensation - Separation and
Severance Agreement appearing later in this annual report.

         On June 1, 2004, we entered into a joint venture agreement with Global
Boardroom Solutions, Inc. ("GBS"), a division of Custage International, Inc, a
Florida corporation. In connection with this partnership, the Company
incorporated Genesis Latin America, Inc. ("GLA"), which we own 51% and 49% is
owned by GBS. To date, we have invested $12,750 and GBS has invested $12,250.
GLA was formed to bridge Chinese business interests to qualified counterparts in
the Southern Hemisphere. GBS was entitled to receive an options to purchase
three shares of our common stock^, with an exercise price of $0.30 per share,
for every US dollar of revenue, cash flow or other measurement that the parties
agree upon, that GLA earns and flows as certifiable revenues to us. These
options had an expiration date 24 months from the date of grant. To date, GLA
has no revenues and minimal expenses. Currently, we are no longer pursuing this
joint venture.

         We are part of a joint venture with CIIC Investment Corporation
Limited, a wholly owned subsidiary of China International Intellectech
Corporation (CIIC), a leading state-owned enterprise that has been funded solely
by the State Council. Professor Shan Tingting, a member of our Board of
Directors, is Executive Vice General Manager of CIIC Investment Corporation
Limited. Two private U.S. capital firms have joined the joint venture as
partners. The joint venture is named CIIC Investment Banking Advisor Company,
Limited. It is being operated by staff from CIIC. As of December 2005, we own
10% of this joint venture. See Item 10. Executive Compensation - Separation and
Severance Agreement appearing later in this annual report. This venture, which
commenced operations in September 2004, provides investment banking services in
China, asset management, capital raising in China via private placement or the
public market, and help Chinese companies penetrate the U.S. markets, as well as
help state-owned companies undergo management buyout programs. We have made a
capital contribution of $60,000 to this venture. In March 2004 we co-sponsored,
along with the China Ministry of Science and Technology, China International
Intellectech Corporation and the SUAEE, conferences in Shanghai, PRC,
highlighting how Chinese companies could enter the U.S. capital markets.

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Although we continue to monitor the progress of CIIC, there can be no assurance
that we will recover our investment or receive any financial benefit from this
venture.

         In October of 2005, Genesis established the Genesis Distance Learning
Division (GDLD) to implement the China Vocational Education Satellite Network's
global distance learning program. With a curriculum covering medical,
management, engineering, spirituality, marketing, accounting, business and
finance, and more, CVE will create global classrooms through distance learning
programs that target a registered student body numbering in the millions. As of
November 2005 the World Bank Group had invested $4.6 million in the China
Vocational Education Satellite Network. Genesis is also a contract partner to
the China vocation Education Satellite Network.

         In December of 2005, Genesis consummated a contract with the Jin Ma
Group in China. Jin Ma has many industry sectors however, Construction, Real
Estate, and Hospitality are amongst the most dynamic in China. The contract is
for Jin Ma to penetrate western markets, to deploy products, and marketing
awareness. In late 2005, Genesis made 7 separate presentations to Chinese
companies on entering US markets for product deployment and fund raising. Other
presentations were held in Beijing and Lanzhou and were led by our Director
Joshua Tan, a tenured Professor at Peking University with unique experience in
Chinese and Western public companies.

         Genesis and The YaSheng Group, Ltd. ("YaSheng") signed a Letter of
Intent dated December 13, 2005. YaSheng is a Chinese biotech/agribusiness
conglomerate in Gansu Province, China with annual revenues exceeding USD 665
million, profits exceeding USD 83 million, and assets exceeding USD 1.3 billion.
The merger would result in a qualified YaSheng subsidiary merging into GTEC, and
the succeeding entity having a majority ownership by YaSheng. With due diligence
and auditing underway, the intended closing date is estimated to be 60-120 days
from signing this Letter of Intent. The final merger agreement would require the
approval of the GTEC Board of Directors and Shareholders.

OUR EXPANSION STRATEGY

         We have initially grown our company primarily through acquisitions and
we believe that acquisitions and mergers will continue to be a significant piece
of our growth model in the future. These relationships will be built around
consolidating key resources, financial and physical assets, brand names, and
human resources. We pay attention to integration strategies and also pay
attention to core competencies, including best practices, skills, knowledge
bases, and routines.

         Companies that we will seek for merger or acquisition opportunities
will meet the following criteria:

         *        Strong cash flow and growing revenue
         *        Position as market sector leader
         *        Customers in a growth market
         *        Weak competition
         *        Strong management
         *        Strong niche position

         We have invested substantial time evaluating and considering numerous
proposals for possible mergers or acquisitions developed by management or
presented by investment professionals, our advisors and others. We continue to
consider mergers or acquisitions, business combinations, or start up proposals,
which could be advantageous to shareholders. As discussed above, we signed a
Letter of Intent with The YaSheng Group, Ltd. ("YaSheng") dated December 13,
2005. The merger would result in a qualified YaSheng subsidiary merging into
GTEC, and the succeeding entity having a majority ownership by YaSheng. With due
diligence and auditing underway, the intended closing date is estimated to be
60-120 days from signing this Letter of Intent. The final merger agreement would
require the approval of the GTEC Board of Directors and Shareholders. No
assurance can be given that any such project or acquisition will be concluded.

OUR HISTORY

         ACQUISITIONS AND DIVESTITURES

         We were formed under the laws of the State of Idaho on January 29, 1999
originally under the name Psychicnet.Com, Inc. to provide "new age" services and
products on the Internet. On April 6, 1999 we entered into an Agreement and Plan
of Reorganization with Virginia City Gold Mines, Inc. The transaction was
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 our company, pursuant to which our company was treated as
the continuing entity. Subsequent to the share exchange, we changed our name to
Newagecities.com, Inc.

         On August 1, 2001, we 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, we issued 10,312,500 shares of our common stock with a fair market
value of $701,250 in exchange for all of the capital stock of Genesis Systems.
We 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 was applied to goodwill. Currently, the Company is inactive.

         On August 14, 2001, we entered into a Stock Purchase Agreement with
PropaMedia, Inc. and the shareholders of PropaMedia. Under this agreement, we
acquired all of the issued and outstanding capital stock of PropaMedia in

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exchange for all of the shares of Member Net, Inc., a wholly-owned subsidiary of
our company. Upon effectiveness of the Stock Purchase Agreement, PropaMedia
became a wholly-owned subsidiary of our company and the former shareholders of
PropaMedia acquired a wholly-owned interest in Member Net, Inc. from us. We
accounted for this acquisition using the purchase method of accounting. In
September 2002, we decided to discontinue the operations of PropaMedia.

         On August 22, 2001, we 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 our common stock. Effective June 30, 2002, we
sold our 80% interest in G-Choice to the NETdigest.com, Inc. in exchange for
1,549,791 shares of its common stock. As a part of this transaction, G-Choice's
executive management received a total of 8,155,474 shares of the NETdigest.com's
common stock and received from G-Choice an additional 210,526 shares of the
NETdigest.com's common stock in exchange for 400,000 shares of our common stock.
As a result of the sale of G-Choice, we recorded a $475,304 gain from the sale
of G-Choice in the quarter ended June 30, 2002.

         On October 12, 2001 our shareholders approved an Agreement and Plan of
Merger providing for the merger of our company with and into Genesis Technology
Group, Inc., a Florida corporation, which was a wholly-owned subsidiary. The
purpose of the merger was to change our corporate domicile from Idaho to
Florida. In addition, our name was changed to Genesis Technology Group, Inc., to
better reflect our current business plan.

         In October 2001 we formed Biosystems Technologies, Inc. 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. We own 85% of Biosystems Technologies, with the
remaining 15% owned by Dr. Ronald Watson, a noted immunology professor and
researcher. Currently, Biosystems Technologies has no revenues and is inactive.

         In May 2001, we had acquired 20% of Yastock Investment Consulting
Company, Limited for $18,000. On December 1, 2001, we entered into a Stock
Purchase Agreement with Yastock and Messrs. Robert Zhuang and Lawrence Wang, the
majority shareholders of Yastock. Yastock 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. Mr. Zhuang is
Dr. Wang's brother and a member of our board of directors and Mr. Lawrence Wang
is Dr. Wang's brother. As a result of the acquisition, we issued 92,000 shares
of our common stock with a fair market value of $48,760 in exchange for 80% of
the capital stock of Yastock. We accounted for this acquisition using the
purchase method of accounting. The purchase price exceeded the fair value of net
assets acquired by $4,889. The excess was applied to goodwill. On December 13,
2004, in connection with a Separation and Severance Agreement with our former
President and Chairman, Dr. James Wang, we agreed to transfer our ownership
interest in Yastock, free and clear of all liens, pledges, hypothecation,
option, contract and other encumbrance, to the previous owners, Messrs. Robert
Zhuang and Lawrence Wang. Mr. Zhuang has been a member of our Board of Directors
from May 2003. Robert Zhuang and Lawrence Wang are Dr. James Wang's brothers.
Additionally, Yastock agreed to transfer to us all rights and privileges of
certain agreements to us for our future use and benefit. The Separation and
Severance Agreement contains certain non-compete and non-circumvention clauses
and we also transferred to Yastock 95,000 shares of Dragon International Group
Corp. common stock contemporaneously with the execution of the agreement. See
Item 10. Executive Compensation - Separation and Severance Agreement.

         Effective September 9, 2004, we acquired controlling interest in
Extrema LLC, a Miami-based computer hardware wholesaler with a 22-year history.
Extrema marketed equipment between North and South America, and we sourced and
added new products from China to expand Extrema's inventory and sales
opportunities. We now own 60% of Extrema and founding management retains 40%. We
accounted for this acquisition using the purchase method of accounting in
accordance with SFAS No. 141. In connection with the acquisition, we issued
1,369,697 shares of common stock, valued at $0.16 per share for an aggregate of
$219,151, together with $63,500 in cash to the seller, Fernando Praca. The value
of the shares issued was determined based on the average market price of our
common shares over the five-day period before and after the acquisition date of
September 8, 2004. Additionally, in connection with the acquisition, Mr. Praca
retained an accounts receivable in the amount of approximately $106,000 which
was applied to the purchase price. The purchase price exceeded the fair value of
net assets acquired by $395,062. For accounting purposes, we applied $150,000 of
the excess to customer lists based on the present value of future cash flows of
pending sales orders, which was being amortized over a 36 month period and
$15,000 to the fair market value of property and equipment acquired. The
remaining excess of $293,562 has been applied to goodwill. On May 1, 2005, the
shareholders of Extrema unanimously agreed to discontinue the operations of
Extrema because of (a) the disappointing performance of Extrema including
continuing operating losses; (b) Extrema's lack of ability to obtain working
capital loans to finance the purchase of inventory and to finance accounts
receivable; and (c) the Company's decision to consolidate all trading and
sourcing activities into its subsidiary located in Hong Kong, GHK. Extrema is
reported as a discontinued operation, and prior periods have been restated in
the Company's financial statements and related footnotes to conform to this
presentation.

                                        7
<PAGE>

         PENDING DISCONTINUED OPERATIONS

         On November 15, 2001, we entered into a Stock Purchase Agreement with
Shanghai Chorry Technology Development Company, Limited ("Chorry") and Wang
Wuzhang, Chorry's then sole shareholder. Chorry, a Chinese company with
principal offices in Shanghai, China, was an information technology company that
integrates sales and technology with services. As a result of the acquisition,
we issued 400,000 shares of our common stock with a fair market value of
$220,000 in exchange for 80% of the capital stock of Chorry. We accounted for
this acquisition using the purchase method of accounting. The purchase price
exceeded the fair value of net assets acquired by $5,651. The excess was applied
to goodwill. Mr. Wang, who is not related to Dr. Wang, has remained as CEO of
Chorry and owns the minority interest in that company. Our majority-owned
subsidiary, Shanghai Chorry Technology Development Co., Limited ("Chorry"), is
an information technology enterprise that integrates sales and technology with
services. Chorry was formerly known as Shanghai Zhaoli Technology Development
Company Ltd. Chorry provides innovative technology solutions to enhance its
customers' businesses. Its customers include:

         *        financial institutions,
         *        telecommunication companies,
         *        hospitals ands supermarkets,
         *        airports and railway stations, and
         *        other government departments.

         Chorry is an authorized general agent and distributor for a wide array
of manufacturers, including Epson, Cannon, Hewlett Packard, Ricoh, Brother, Star
and Samsung. Chorry has a wide-spread sales channel, with its headquarters and a
customer service center on Wukang Road in Shanghai and nine additional branch
locations in Shanghai. The locations range from an approximate 50 square foot
mall location in the southwestern central business district to an approximately
330 square foot mall location near the People's Square. Each of these branch
locations is staffed with five to six employees.

         From each of the locations, Chorry sells laser printers, copiers,
scanners, facsimile machines, multi-functional (MFP) office equipment, module
routers, switches, video telephones, computers supplies, and network products
and network integration.

         Currently, we own 80% of a company, Shanghai Chorry Technology
Development Co., Limited ("Chorry"), selling computer hardware and peripherals
in China, and derived approximately 98% of our revenues from the sale of
computer hardware and peripherals. As a material subsequent event, on November
2, 2005, we entered into a stock purchase agreement with Dragon Ventures (OTC:
DRGV), a Nevada public corporation, for the sale of our majority-owned
subsidiary Chorry. The agreement includes the following provisions:

      1. We will deliver 100% of our shares in Chorry, representing our 80%
         ownership of that subsidiary, to DRGV.
      2. DRGV will pay to us $500,000 in DRGV's common stock at a price
         calculated at the average closing price for the 10 days prior to the
         closing date.
      3. For the year ended September 30, 2005, the Company and DRGV shall
         equally divide the cost of the audit of Chorry.

         On November 15, 2005, we sent proxies to the shareholders of Genesis to
vote on the sale of Chorry to Dragon. The measure passed with over 60% of the
votes in favor. There was not a single vote against the sale of Chorry.
Management had recommended this sale in light of the severe competition and low
profitability in this market sector. We expect to close on this transaction no
later than January 31, 2006. Accordingly, Chorry is reported as a discontinued
operation, and prior periods have been restated in our financial statements and
related footnotes to conform to this presentation.

COMPETITION

         We potentially face competition from a variety of sources. Each of our
subsidiaries faces competition from other companies sharing their market niche.
We face competition from a variety of U.S. and international firms as well as
niche companies specializing in the Chinese marketplace. Almost all of the
companies with which we and our subsidiaries 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 our company now
has, or will have in the foreseeable future. There is not a significant barrier
to entry in either segment of our operations. We may also compete with larger
U.S. 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 U.S. companies do gain access to the
PRC market, these companies may be able to offer products at a lower price than
we can. There can be no assurance that we will remain competitive should this
occur. With China's entrance into the WTO, it is also likely that other
competitors will emerge in the near future. Management completed a careful
evaluation of the computer hardware market sector in 2004-2005, and determined
that it was in the best interest of the Company to discontinue such operations
both in China and Latin America. There is no assurance that we will compete
successfully with other competing companies.

GOVERNMENTAL REGULATION OF OUR OPERATIONS IN CHINA

         The most significant portion of our operations are conducted from
facilities that are located in the People's Republic of China. Accordingly, our
operations must conform to the governmental regulations and rules of the
People's Republic of China.

                                        8
<PAGE>

         PRC LEGAL SYSTEM

         Since 1979, many laws and regulations addressing economic matters in
general have been promulgated in the PRC. Despite development of its legal
system, the PRC does not have a comprehensive system of laws. In addition,
enforcement of existing laws may be uncertain and sporadic, and implementation
and interpretation thereof inconsistent. The PRC judiciary is relatively
inexperienced in enforcing the laws that exist, leading to a higher than usual
degree of uncertainty as to the outcome of any litigation. Even where adequate
law exists in the PRC, it may be difficult to obtain swift and equitable
enforcement of such law, or to obtain enforcement of a judgment by a court of
another jurisdiction. The PRC's legal system is based on written statutes and,
therefore, decided legal cases are without binding legal effect, although they
are often followed by judges as guidance. The interpretation of PRC laws may be
subject to policy changes reflecting domestic political changes. As the PRC
legal system develops, the promulgation of new laws, changes to existing laws
and the preemption of local regulations by national laws may adversely affect
foreign investors. The trend of legislation over the past 20 years has, however,
significantly enhanced the protection afforded foreign investors in enterprises
in the PRC. However, there can be no assurance that changes in such legislation
or interpretation thereof will not have an adverse effect upon our business
operations or prospects.

         ECONOMIC REFORM ISSUES

         Since 1979, the Chinese government has reformed its economic systems.
Because many reforms are unprecedented or experimental, they are expected to be
refined and improved. Other political, economic and social factors, such as
political changes, changes in the rates of economic growth, unemployment or
inflation, or in the disparities in per capita wealth between regions within
China, could lead to further readjustment of the reform measures. We cannot
predict if this refining and readjustment process may negatively affect our
operations in future periods.

         Over the last few years, China's economy has registered a high growth
rate. Recently, there have been indications that rates of inflation have
increased. In response, the Chinese government recently has taken measures to
curb this excessively expansive economy. These measures have included
devaluations of the Chinese currency, the RMB, restrictions on the availability
of domestic credit, reducing the purchasing capability of certain of its
customers, and limited re-centralization of the approval process for purchases
of some foreign products. These austerity measures alone may not succeed in
slowing down the economy's excessive expansion or control inflation, and may
result in severe dislocations in the Chinese economy. The Chinese government may
adopt additional measures to further combat inflation, including the
establishment of freezes or restraints on certain projects or markets.

         To date reforms to China's economic system have not adversely impacted
our operations and are not expected to adversely impact operations in the
foreseeable future; however, there can be no assurance that the reforms to
China's economic system will continue or that we will not be adversely affected
by changes in China's political, economic, and social conditions and by changes
in policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad, and reduction in tariff protection and other import
restrictions.

         In February 2004 according to The Washington Post, China's government
plans to sell shares in state companies worth $380 billion on domestic stock
markets to raise money for a national pension system and improve the management
of firms. China has also announced plans to sell shares in the biggest
state-owned bank, the Industrial & Commercial Bank of China, in 2006. Taken
together, the two reports underscore China's continued implementation of its
economic reforms.

         CHINA'S ACCESSION INTO THE WTO

         On November 11, 2001, China signed an agreement to become a member of
the World Trade Organization (WTO), the international body that sets most trade
rules, further integrating China into the global economy and significantly
reducing the barriers to international commerce. China's membership in the WTO
was effective on December 11, 2001. China has agreed upon its accession to the
WTO to reduce tariffs and non-tariff barriers, remove investment restrictions,
provide trading and distribution rights for foreign firms, and open various
service sectors to foreign competition. China's accession to the WTO may
favorably affect our business in that reduced market barriers and a more
transparent investment environment will facilitate increased investment
opportunities in China, while tariff rate reductions and other enhancements will
enable us to develop better investment strategies for our clients. In addition,
the WTO's dispute settlement mechanism provides a credible and effective tool to
enforce members' commercial rights.

         FOREIGN CURRENCY EXCHANGE ISSUES

         We generate revenue and incur expenses and liabilities in both Chinese
RMB and U.S. dollars. As a result, we are subject to the effects of exchange
rate fluctuations with respect to any of these currencies. For example, the
value of the Chinese RMB depends to a large extent on the PRC's domestic and
international economic and political developments, as well as supply and demand
in the local market. Since 1994, the official exchange rate for the conversion
of Chinese RMB to U.S. dollars has generally been stable and the Chinese RMB has
appreciated slightly against the U.S. dollar. However, given recent economic

                                        9
<PAGE>

instability and currency fluctuations, we can offer no assurance that the
Chinese RMB will continue to remain stable against the U.S. dollar or any other
foreign currency.

         Although Chinese governmental policies were introduced in 1996 to allow
the convertibility of Chinese RMB into foreign currency for current account
items, conversion of Chinese RMB into foreign exchange for capital items, such
as foreign direct investment, loans or security, requires the approval of the
State Administration of Foreign Exchange, or SAFE, which is under the authority
of the People's Bank of China. These approvals, however, do not guarantee the
availability of foreign currency. We cannot be sure that Chinese regulatory
authorities will not impose greater restrictions on the convertibility of the
Chinese RMB in the future. Because a significant amount of our revenues are in
the form of Chinese RMB, any future restrictions on currency exchanges will
limit our ability to utilize revenue generated in Chinese RMB to fund our
business activities outside the PRC.

         SOCIO-POLITICO ISSUES

         While China's economic growth continues at an annual rate of
approximately 10%, and it has now replaced Italy as the world's 6th largest
economy, numerous factors challenge its future and, thus, the opportunities of
Western companies to succeed in business there. These include--but are not
limited to: (a) social unrest caused by uneven distribution of wealth and
opportunities for its enormous population; (b) a weak and corrupt banking and
political system; and (c) the outbreak of diseases, such as SARS, which
significantly impacted the Company's ability to perform in the past. Overall,
the relationship between the U.S. and China could present problems of a Force
Majeure nature that are clearly beyond the control and influence of the Company.

INTELLECTUAL PROPERTY

         To protect our proprietary rights, we rely generally on trade secret
laws, confidentiality agreements with employees and third parties, and
agreements with consultants, vendors and customers, although we have not signed
such agreements in every case. We can give no assurance that our agreements with
employees, consultants and others who participate in our business activities
will not be breached, or that we will have adequate remedies for any breach, or
that our trade secrets will not otherwise become known or independently
developed by competitors. Our failure or inability to protect our proprietary
rights could materially adversely affect our business, financial condition and
results of operations.

EMPLOYEES

         Before the discontinuation of Chorry in December 2005, we had
approximately 100 full-time and part-time employees. Currently, Genesis and its
US subsidiaries have three full-time and part-time employees. Chorry has 70
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 .stable.

RISK FACTORS

         You should be aware that there are various risks. Additional risks and
uncertainties not presently known to us or that we currently believe to be
immaterial may also adversely affect our business. You should consider carefully
these risk factors, together with all of the other information included in this
annual report. If any of the following risks and uncertainties develop into
actual events, our business, financial condition or results of operations could
be materially adversely affected and you could lose all of your investment in
our company.

WE HAVE A HISTORY OF LOSSES, A SUBSTANTIAL ACCUMULATED DEFICIT AND WE CANNOT
ASSURE YOU THAT WE WILL OBTAIN PROFITABILITY IN THE FUTURE. AS A RESULT, YOU
COULD LOSE YOUR ENTIRE INVESTMENT IN OUR COMPANY.

         For the fiscal years ended September 30, 2005 and 2004, we had net
consolidated revenues of $154,580 and $465,076, respectively, net losses of
$3,726,929 and $1,591,002, respectively. Most of these losses were attributable
to compensation to employees and not operating losses, per se. In addition, at
September 30, 2005, we had an accumulated deficit of $19,389,921. Our operating
results for future periods will include significant expenses, including
compensation expense and professional fees, sales and marketing costs,
administrative expenses, and will be subject to numerous uncertainties including
but not limited to the risks of doing business in China as described elsewhere
in this annual report. As a result, we are unable to predict whether we will
achieve profitability in the future. While we recently raised additional working
capital as described elsewhere in this annual report, our failure to profitable
operations in future periods will adversely effect our working capital which
would in turn limit our ability to grow our company and increase revenues. In
this event, you could lose all of your investment in our company.

WE WILL NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON
ACCEPTABLE TERMS.

         Historically, our operations have been financed primarily through the
issuance of debt and equity. Capital is typically needed not only for the
acquisition of additional companies, but also for the effective integration,
operation and expansion of these businesses. Capital is also necessary to fund
our ongoing operations. Our future capital requirements, however, depend on a
number of factors, including our ability to grow our revenues, manage our
business and control our expenses. While we raised additional working capital as

                                       10
<PAGE>

described elsewhere in this annual report which provides us sufficient working
capital for the present, in the future we may need to raise additional capital
to fund our ongoing operations. We cannot assure you that if we need additional
working capital in the future that we will be able to raise it on terms
acceptable to us, if at all. If we do not raise funds as needed, our ability to
continue our business and operations is in jeopardy.

ADDITIONAL CAPITAL RAISING EFFORTS IN FUTURE PERIODS MAY BE DILUTIVE TO OUR THEN
CURRENT SHAREHOLDERS OR RESULT IN INCREASED INTEREST EXPENSE IN FUTURE PERIODS.

         In our future capital raising efforts we may seek to raise additional
capital through the sale of equity and debt securities or a combination thereof.
If we raise additional capital through the issuance of debt, this will result in
increased interest expense. If we raise additional funds through the issuance of
equity or convertible debt securities, the percentage ownership of our company
held by existing shareholders will be reduced and those shareholders may
experience significant dilution. In addition, new securities may contain certain
rights, preferences or privileges that are senior to those of our common stock.

WE ARE DEPENDENT ON CRITICAL SUPPLIERS FOR PRODUCT SALES, WHICH PRODUCE THE BULK
OF OUR REVENUES. A DECREASE IN TECHNOLOGY SPENDING COULD ADVERSELY AFFECT OUR
FINANCIAL RESULTS.

         Our largest subsidiary, Chorry, is dependent upon the ability of
network hardware manufacturers, such as Epson, Canon and Samsung to provide them
with product for resale on a regular and recurring basis. If the supply of
product were to be interrupted for a significant amount of time, it could have a
material adverse effect on our business, financial condition and results of
operations prior to the date of Chorry's pending sale to a third party described
elsewhere in this annual report. In addition, the market for technology products
and services has been growing at a steady pace in China. There can be no
assurance that this trend will continue. A decrease in the demand for these
products could have a material adverse effect on our business, financial
condition and results of operations.

OUR DETERMINATION NOT TO BECOME AN INVESTMENT COMPANY COULD LIMIT OUR ABILITY TO
ACCEPT EQUITY POSITIONS IN OUR CLIENT COMPANIES OR TO ACCEPT EQUITY FROM OUR
CLIENT COMPANIES AS COMPENSATION FOR OUR SERVICES.

         The Investment Company Act of 1940 restricts the operations of
companies that are deemed to be "investment companies." On a limited basis we
have from time to time accepted equity in one of our client companies as
compensation for our services. In addition, under existing contracts with client
companies we are entitled to receive equity in a joint venture entered into by
one of our client companies. We do not, however, intend to become an investment
company and thereby be subject to the Investment Company Act of 1940. Because of
this, in the future our abilities to accept engagements from clients who wish to
compensate us for our services in equity may be limited. In addition, at such
time, if ever, that one of our client companies establishes the type of joint
venture which would result in our company being issued equity in that venture,
our ability to accept such an interest may be limited or we may be required to
structure the transaction in such a fashion that it does not fall within the
definition of an "investment" which could limit our future financial benefits.
We do not believe these restrictions will materially adversely effect our
results of operations in the near future. If, however, we should inadvertently
become subject to the Investment Company Act of 1940 and if we should fail to
comply with the requirements of that act, we would be prohibited from engaging
in business or selling our securities, and could be subject to civil and
criminal actions for doing so. Any failure to comply with the Investment Company
Act would therefore seriously harm our business.

THE VALUE OF THE EQUITY SECURITIES WE OCCASIONALLY ACCEPT AS COMPENSATION IS
SUBJECT TO ADJUSTMENT WHICH COULD RESULT IN LOSSES TO US IN FUTURE PERIODS.

         From time to time we accept equity securities of one of our client
companies as compensation for our services. These securities are reflected on
our balance sheet as either "marketable equity securities" or "marketable equity
securities - restricted." We evaluate quarterly the carrying value of each
investment for a possible increase or decrease in value. Because we do not want
to be considered an investment company, it is to our benefit to keep the
carrying values of these securities as low as possible. This review may result
in an adjustment to their carrying value which could adversely affect our
operating results for the corresponding quarters in that we might be required to
reduce our carrying value of the investments. In addition, if we are unable to
liquidate these securities, we will be required to write off the investments
which would adversely affect our financial position.

THE EXERCISE OF OPTIONS AND WARRANTS AND THE CONVERSION OF SHARES OF OUR SERIES
A 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK WILL BE DILUTIVE TO OUR EXISTING
SHAREHOLDERS.

         As of September 30, 2005 we had outstanding options and warrants to
purchase a total of 15,309,216 shares of our common stock with a weighted
average exercise price of $0.095 per share. In addition, as of the date of this
annual report, we had 97,500 shares of Series A 6% Cumulative Convertible
Preferred Stock which is convertible into 4,202,586 shares of our common stock
issued and outstanding. The conversion of the Series A 6% Cumulative Convertible
Preferred Stock and the exercise of outstanding options and warrants may
materially adversely affect the market price of our common stock and will have a
dilutive effect on our existing shareholders.

                                       11
<PAGE>

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR SHAREHOLDERS.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti- takeover effects, which include when and by whom special meetings of
our shareholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Florida Business Corporation Act
also may be deemed to have certain anti-takeover effects which include that
control of shares acquired in excess of certain specified thresholds will not
possess any voting rights unless these voting rights are approved by a majority
of a corporation's disinterested shareholders.

         In addition, our articles of incorporation authorize the issuance of up
to 20,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our board of directors, of which 200,000
shares of Series A 6% Cumulative Convertible Preferred Stock are issued and
outstanding as of the of this annual report. Our board of directors may, without
shareholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of our common stock.

WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING AND OUR ABILITY TO HAVE THOSE CONTROLS ATTESTED TO BY OUR
INDEPENDENT AUDITORS.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. In
addition, the independent registered public accounting firm auditing a company's
financial statements must also attest to and report on management's assessment
of the effectiveness of the company's internal controls over financial reporting
as well as the operating effectiveness of the company's internal controls. We
were not subject to these requirements for the fiscal year ended September 30,
2005. We will be required to evaluate our internal control systems in order to
allow our management to report on, and our independent auditors attest to, our
internal controls, as a required part of our Annual Report on Form 10-KSB
beginning with our report for the fiscal year ended September 30, 2007.

         While we expect to expend significant resources over the next few
months in developing the necessary documentation and testing procedures required
by SOX 404, there is a risk that we will not comply with all of the requirements
imposed thereby. At present, there is no precedent available with which to
measure compliance adequacy. Accordingly, there can be no positive assurance
that we will receive a positive attestation from our independent auditors.

         In the event we identify significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a timely manner
or we are unable to receive a positive attestation from our independent auditors
with respect to our internal controls, investors and others may lose confidence
in the reliability of our financial statements and our ability to obtain equity
or debt financing could suffer.

         In addition to the above, in the event that our independent auditors
are unable to rely on our internal controls in connection with their audit of
our financial statements, and in the further event that they are able to unable
to devise alternative procedures in order to satisfy themselves as to the
material accuracy of our financial statements and related disclosures, it is
possible that we would receive a qualified or adverse audit opinion on those
financial statements and investors and others may lose confidence in the
reliability of our financial statements and our ability to obtain equity or debt
financing could suffer.

OUR FINANCIAL RESULTS PRESENTED HEREIN ARE EXPRESSED IN DOLLARS AND CAN BE
SIGNIFICANTLY AFFECTED BY THE RELATIVE RATES OF CURRENCY DEVALUATION AND
INFLATION.

         We generate revenue and incur expenses and liabilities in Chinese RMB
and U.S. dollars. As a result, we are subject to the effects of exchange rate
fluctuations with respect to any of these currencies. Since 1994, the official
exchange rate for the conversion of Chinese RMB to U.S. dollars has generally
been stable and the Chinese RMB has appreciated slightly against the U.S.
dollar.

BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE
OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY
AFFECT ITS LIQUIDITY.

         As the trading price of our common stock is less than $5.00 per share,
our common stock is considered a "penny stock," and trading in our common stock
is subject to the requirements of Rule 15g-9 under the Securities Exchange Act
of 1934. Under this rule, broker/dealers who recommend low-priced securities to
persons other than established customers and accredited investors must satisfy
special sales practice requirements. The broker/dealer must make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to the transaction.

         SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock," including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and its associated risks. These requirements severely limit the liquidity of
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities. In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.

                                       12
<PAGE>

RISKS RELATED TO DOING BUSINESS IN CHINA

WE ARE MATERIALLY RELIANT ON REVENUES FROM OUR OPERATIONS IN THE PRC. THERE ARE
SIGNIFICANT RISKS ASSOCIATED WITH DOING BUSINESS IN THE PRC WHICH MAY CAUSE YOU
TO LOSE YOUR ENTIRE INVESTMENT IN OUR COMPANY.

         Our revenues associated with Chorry and shown as discontinued
operations was derived from sale of computer equipment and accessories to
customers in the Peoples Republic of China (PRC). While our goal is to diversify
our sources of revenues, our business model remains centered on exploiting the
ongoing economic reforms taking place in China. In the foreseeable future, our
growth and success will remain tied to our existing operations in the PRC as
well as expanding our business to incorporate additional sources of revenues
which may derived from our experience in operating in the PRC. Therefore, a
downturn or stagnation in the economic environment of the PRC could have a
material adverse effect on our financial condition which could result in a
significant loss of revenues and liquidity in future periods.

EVEN IF THE CHINESE GOVERNMENT CONTINUES ITS POLICIES OF ECONOMIC REFORM, WE MAY
BE UNABLE TO TAKE ADVANTAGE OF THESE OPPORTUNITIES IN A FASHION THAT WILL
PROVIDE FINANCIAL BENEFIT TO OUR COMPANY. OUR INABILITY TO SUSTAIN OUR
OPERATIONS IN CHINA AT CURRENT LEVELS COULD RESULT IN A SIGNIFICANT REDUCTION IN
OUR REVENUES WHICH WOULD RESULT IN ESCALATING LOSSES AND LIQUIDITY CONCERNS

         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. We cannot assure you that we will be able to capitalize
on these economic reforms, assuming the reforms continue. Given our material
reliance on our operations in the PRC, any failure on part to continue to take
advance of the growth in the Chinese economy will have a materially adverse
effect on our results of operations and liquidity in future periods.

OUR OPERATIONS ARE LOCATED IN CHINA AND MAY BE ADVERSELY AFFECTED BY CHANGES IN
THE POLITICAL AND ECONOMIC POLICIES OF THE CHINESE GOVERNMENT.

         Our business operations may be adversely affected by the political
environment in the PRC. The PRC has operated as a socialist state since 1949 and
is controlled by the Communist Party of China. In recent years, however, the
government has introduced reforms aimed at creating a "socialist market economy"
and policies have been implemented to allow business enterprises greater
autonomy in their operations. Changes in the political leadership of the PRC may
have a significant effect on laws and policies related to the current economic
reforms program, other policies affecting business and the general political,
economic and social environment in the PRC, including the introduction of
measures to control inflation, changes in the rate or method of taxation, the
imposition of additional restrictions on currency conversion and remittances
abroad, and foreign investment. Moreover, economic reforms and growth in the PRC
have been more successful in certain provinces than in others, and the
continuation or increases of such disparities could affect the political or
social stability of the PRC.

         Although we believe that the economic reform and the macroeconomic
measures adopted by the Chinese government have had a positive effect on the
economic development of China, the future direction of these economic reforms is
uncertain and the uncertainty may decrease the attractiveness of our company as
an investment, which may in turn have material and negative impact on the market
price of our stock. In addition, the Chinese economy differs from the economies
of most countries belonging to the Organization for Economic Cooperation and
Development ("OECD"). These differences include:

         *        economic structure;
         *        level of government involvement in the economy;
         *        level of development;
         *        level of capital reinvestment;
         *        control of foreign exchange;
         *        methods of allocating resources; and
         *        balance of payments position.

         As a result of these differences, our business may not develop in the
same way or at the same rate as might be expected if the Chinese economy were
similar to those of the OECD member countries.

THE CHINESE GOVERNMENT EXERTS SUBSTANTIAL INFLUENCE OVER THE MANNER IN WHICH WE
MUST CONDUCT OUR BUSINESS ACTIVITIES.

         The PRC only recently has permitted provincial and local economic
autonomy and private economic activities. The government of the PRC has
exercised and continues to exercise substantial control over virtually every
sector of the Chinese economy through regulation and state ownership.
Accordingly, government actions in the future, including any decision not to
continue to support recent economic reforms and to return to a more centrally
planned economy or regional or local variations in the implementation of
economic policies, could have a significant effect on economic conditions in the
PRC or particular regions thereof, and could require us to divest ourselves of
any interest we then hold in Chinese properties.

                                       13
<PAGE>

FUTURE INFLATION IN CHINA MAY INHIBIT ECONOMIC ACTIVITY IN CHINA.

         In recent years, the Chinese economy has experienced periods of rapid
expansion and high rates of inflation. During the past 10 years, the rate of
inflation in China has been as high as 20.7% and as low as -2.2%. These factors
have led to the adoption by the PRC government, from time to time, of various
corrective measures designed to restrict the availability of credit or regulate
growth and contain inflation. While inflation has been more moderate since 1995,
high inflation may in the future cause the PRC government to impose controls on
credit and/or prices, or to take other action, which could inhibit economic
activity in China, and thereby adversely affect the market for our products.

ANY RECURRENCE OF SEVERE ACUTE RESPIRATORY SYNDROME ("SARS"), BIRD FLU, OR
ANOTHER WIDESPREAD PUBLIC HEALTH PROBLEM, COULD ADVERSELY AFFECT OUR OPERATIONS.

         A renewed outbreak of SARS, bird flu epidemic, or another widespread
public health problem in China, where all of our revenue is derived, could have
a negative effect on our operations. Our operations may be impacted by a number
of health-related factors, including the following:

         *  quarantines or closures of some of our offices which would severely
            disrupt our operations,

         *  the sickness or death of our key officers and employees, and

         *  a general slowdown in the Chinese economy.

         Any of the foregoing events or other unforeseen consequences of public
health problems could adversely affect our operations.

RESTRICTIONS ON CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO RECEIVE AND USE OUR
REVENUES EFFECTIVELY.

         Because substantially all of our revenues are in the form of Renminbi
(RMB), any future restrictions on currency exchanges may limit our ability to
use revenue generated in Renminbi to fund any future business activities outside
China or to make dividend or other payments in U.S. dollars. Although the
Chinese government introduced regulations in 1996 to allow greater
convertibility of the Renminbi for current account transactions, significant
restrictions still remain, including primarily the restriction that
foreign-invested enterprises may only buy, sell or remit foreign currencies,
after providing valid commercial documents, at those banks authorized to conduct
foreign exchange business. In addition, conversion of Renminbi for capital
account items, including direct investment and loans, is subject to government
approval in China, and companies are required to open and maintain separate
foreign exchange accounts for capital account items. We cannot be certain that
the Chinese regulatory authorities will not impose more stringent restrictions
on the convertibility of the Renminbi, especially with respect to foreign
exchange transactions.

THE VALUE OF OUR SECURITIES WILL BE AFFECTED BY THE FOREIGN EXCHANGE RATE
BETWEEN U.S. DOLLARS AND RENMINBI.

         The value of our common stock will be affected by the foreign exchange
rate between U.S. dollars and Renminbi. For example, to the extent that we need
to convert U.S. dollars into Renminbi for our operational needs and should the
Renminbi appreciate against the U.S. dollar at that time, our financial position
and the price of our common stock may be adversely affected. Conversely, if we
decide to convert our Renminbi into U.S. dollars for the purpose of declaring
dividends on our common stock or for other business purposes and the U.S. dollar
appreciates against the Renminbi, the U.S. dollar equivalent of our earnings
from our subsidiaries in China would be reduced.

         Until 1994, the Renminbi experienced a gradual but significant
devaluation against most major currencies, including U.S. dollars, and there was
a significant devaluation of the Renminbi on January 1, 1994 in connection with
the replacement of the dual exchange rate system with a unified managed floating
rate foreign exchange system. Since 1994, the value of the Renminbi relative to
the U.S. Dollar has remained stable and has appreciated slightly against the
U.S. dollar. Countries, including the United States, have argued that the
Renminbi is artificially undervalued due to China's current monetary policies
and have pressured China to allow the Renminbi to float freely in world markets.
On July 21, 2005 the PRC reported that it would have its currency pegged to a
basket of currencies rather than just tied to a fixed exchange rate to the
dollar. It also increased the value of its currency 2% higher against the
dollar, effective immediately. The U.S. government continues to pressure the
Chinese government to alter the exchange rate between the U.S. dollars and the
Chinese RMB. While China has been slow to accept such a suggestion, such
adjustment, expected between now and the 2008 Beijing Olympics, could impact
trade and, thus, the Company's future performance.

         If any devaluation of the Renminbi were to occur in the future, returns
on our operations in China, which are expected to be in the form of Renminbi,
will be negatively affected upon conversion to U.S. dollars. Although we attempt
to have most future payments, mainly repayments of loans and capital
contributions, denominated in U.S. dollars, if any increase in the value of the
Renminbi were to occur in the future, our product sales in China and in other
countries may be negatively affected.

WE MAY BE UNABLE TO ENFORCE OUR RIGHTS DUE TO POLICIES REGARDING THE REGULATION
OF FOREIGN INVESTMENTS IN CHINA.

         The PRC's legal system is a civil law system based on written statutes
in which decided legal cases have little value as precedents, unlike the common

                                       14
<PAGE>

law system prevalent in the United States. The PRC does not have a
well-developed, consolidated body of laws governing foreign investment
enterprises. As a result, the administration of laws and regulations by
government agencies may be subject to considerable discretion and variation, and
may be subject to influence by external forces unrelated to the legal merits of
a particular matter. China's regulations and policies with respect to foreign
investments are evolving. Definitive regulations and policies with respect to
such matters as the permissible percentage of foreign investment and permissible
rates of equity returns have not yet been published. Statements regarding these
evolving policies have been conflicting and any such policies, as administered,
are likely to be subject to broad interpretation and discretion and to be
modified, perhaps on a case-by-case basis. In the fall of 2005, the Chinese
court decided in favor of US-based Starbuck's in a copyright infringement case,
and the result was received favorably by the US government and the Western
business communities. The uncertainties regarding such regulations and policies
present risks which may affect our ability to achieve our business objectives.
If we are unable to enforce any legal rights we may have under our contracts or
otherwise, our ability to compete with other companies in our industry could be
materially and negatively affected.

IT MAY BE DIFFICULT FOR STOCKHOLDERS TO ENFORCE ANY JUDGMENT OBTAINED IN THE
UNITED STATES AGAINST US, WHICH MAY LIMIT THE REMEDIES OTHERWISE AVAILABLE TO
OUR STOCKHOLDERS.

         Substantially all of our assets are located outside the United States
and substantially all of our current operations are conducted in China.
Moreover, some of our directors are nationals or residents of China. A
substantial portion of the assets of these persons are located outside the
United States. As a result, it may be difficult for our stockholders to effect
service of process within the United States upon these persons. In addition,
there is uncertainty as to whether the courts of China would recognize or
enforce judgments of U.S. courts obtained against such directors predicated upon
the civil liability provisions of the securities law of the United States or any
state thereof, or be competent to hear original actions brought in China against
us or such persons predicated upon the securities laws of the United States or
any state thereof.

WE CANNOT PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS
PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS
AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION
WHEN MAKING SUCH ANALYSIS, AMONG OTHERS, THE RISK FACTORS DISCUSSED ABOVE.

ITEM 2.  DESCRIPTION OF PROPERTY

         In April 2005, we entered into an operating lease approximately 1,500
square feet for our corporate headquarters in Boca Raton, Florida that expires
is May 2008. Monthly rent under this operating is approximately $3,500 per month
plus common expenses and is subject to certain escalation clauses. In November
2005, we closed our offices in Shanghai, China and Hong Kong and have no further
obligation related to these properties.

         Our subsidiary, Chorry leases approximately 18,800 square feet of
office, retail and warehouse space in Shanghai, China under an operating leases
with terms ranging from one year to three years through July 2008 with monthly
rental payment aggregating approximately $13,300.

         All of the foregoing facilities are in good condition and are adequate
for currently anticipated needs. We believe that in the event that the leases
with respect to any of the aforementioned facilities should not be renewed,
alternative space will be available at comparable rates.

ITEM 3.  LEGAL PROCEEDINGS

         Except as discussed below, we are not a party to any pending legal
proceeding, nor are we aware of any legal proceedings being contemplated against
us by any governmental authority. We are not aware of any legal proceeding in
which any of our officers, directors, affiliates or security holders is a party
adverse to us or in which any of them have a material interest adverse to us.

Fernando Praca, Plaintiff vs. Genesis Technology Group, Inc.

         Fernando Praca, former Director of Genesis and former President of our
discontinued subsidiary, Extrema LLC, filed an action in Dade County, Florida
against Extrema, LLC and Genesis in June 2005 relating to damages arising from
the sale of Extrema LLC to Genesis Technology Group, Inc. Praca has filed a
Motion of Temporary Injunction but has not proceeded to move this case forward.
There has been no action in this case since September of 2005, and this case not
currently set for trial. If the case proceeds, we intend to respond aggressively
to the litigation and it is too soon to determine the likelihood or amount of
damages.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         In December of 2005, Genesis issued a voting proxy to the shareholders
of the company. The single issue was to ratify the November 12, 2005 8-K in
which Genesis signed an agreement with Dragon Ventures (OTC: DRGV), a Nevada
public corporation, for the sale of its majority-owned subsidiary Chorry
Technology Development Company, Ltd. (Chorry is also known as Zhaoli, in the
Chinese translation).

         The shareholders with 33,362,261 shares cast, voted to approve the
measure. There was not a single vote against the proposition.

                                       15
<PAGE>

         The following provisions of the agreement were:

         (1) GTEC will deliver 100% of its shares in Chorry, representing its
             80% ownership of that subsidiary, to DRGV.
         (2) DRGV shall pay to GTEC $500,000 in its common stock at a price
             calculated at the average closing price for the 10 days prior to
             the closing date.
         (3) For the year ended September 30, 2005, GTEC and DRGV shall equally
             divide the cost of the audit of Chorry.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is traded over-the-counter and quoted on the OTC
Bulletin Board under the symbol "GTEC". The reported high and low sale prices
for the common stock are shown below for the periods indicated. The prices
reflect inter-dealer prices, without retail mark-up, markdown or commissions,
and may not always represent actual transactions. As of September 30, 2005, we
had approximately 2,500 stockholders of record.

                                              High          Low
Fiscal 2004
Quarter ended December 31, 2003            $    0.52     $    0.13
Quarter ended March 31, 2004               $    0.43     $    0.24
Quarter ended June 30, 2004                $    0.25     $    0.12
Quarter ended September 30, 2004           $    0.18     $    0.10

Fiscal 2005
Quarter ended December 31, 2004            $    0.17     $    0.10
Quarter ended March 31, 2005               $    0.11     $    0.06
Quarter ended June 30, 2005                $    0.08     $    0.06
Quarter ended September 30, 2005           $    0.08     $    0.04

Fiscal 2006
Quarter ended December 31, 2005           $     0.06     $    0.03

         On January 12, 2006, the closing bid price of our common stock was
$.05.

SPECIAL CONSIDERATIONS RELATED TO PENNY STOCK RULES

         Shares of our common stock may be subject to rules adopted by the SEC
that regulate broker-dealer practices in connection with transactions in "penny
stocks". Penny stocks are generally equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the Nasdaq Stock Market, provided that current price and volume
information with respect to transactions in those securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document which contains the following:

         o  a description of the nature and level of risk in the market for
            penny stocks in both public offerings and secondary trading;
         o  a description of the broker's or dealer's duties to the customer and
            of the rights and remedies available to the customer with respect to
            violation to these duties or other requirements of securities laws;
         o  a brief, clear, narrative description of a dealer market, including
            "bid" and "ask" prices for penny stocks and the significance of the
            spread between the "bid" and "ask" price;
         o  a toll-free telephone number for inquiries on disciplinary actions;
         o  definitions of significant terms in the disclosure document or in
            the conduct of trading in penny stocks; and
         o  other information as the SEC may require by rule or regulation.

         Prior to effecting any transaction in a penny stock, the broker-dealer
also must provide the customer the following:

         o  the bid and offer quotations for the penny stock;
         o  the compensation of the broker-dealer and its salesperson in the
            transaction;
         o  the number of shares to which such bid and ask prices apply, or
            other comparable information relating to the depth and liquidity of
            the market for such stock; and
         o  monthly account statements showing the market value of each penny
            stock held in the customer's account.

         In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to
transactions involving penny stocks, and a signed and dated copy of a written
statement. These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Holders of shares of our common stock may have difficulty
selling those shares because our common stock may be subject to the penny stock
rules.

                                       16
<PAGE>

DIVIDEND POLICY

         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, and we
do not anticipate that any cash dividends will be paid in the foreseeable
future. Our future payment of dividends will depend on our earnings, capital
requirements, expansion plans, financial condition and other relevant factors.
Our retained earnings deficit currently limits our ability to pay dividends.

RECENT SALES OF UNREGISTERED SECURITIES

         None

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The following table sets forth securities authorized for issuance under
equity compensation plans, including individual compensation arrangements, by us
under our 2002 Stock Option Plan, our 2003 Stock Option and our 2004 Stock Plan,
as amended, and any compensation plans not previously approved by our
stockholders as of December 31, 2005.
<TABLE>
<CAPTION>
                                                                                     Number of Securities
                                                                                   Remaining Available for
                                  Number of Securities to     Weighted-average      Future Issuance Under
                                  Be Issued Upon Exercise    Exercise Price of     Equity Compensation Plan
                                  of Outstanding Options,   Outstanding Options,    (excluding securities
                                    Warrants and Rights     Warrants and Rights     reflected in column a)
                                  -----------------------   --------------------   ------------------------
<S>                                     <C>                        <C>                     <C>
PLAN CATEGORY

2002 Stock Option Plan and
  2003 Stock Option Plan .........       4,082,000                 $ .088                    none

2004 Stock Plan ..................         245,000                 $ .143                  2,172,802

Equity compensation plans not
  approved by stockholders (1) ...       8,593,750                 $ .046                    none
                                  -----------------------   --------------------   ------------------------
Total ............................      12,920,750                 $ .078                  2,172,802
                                  =======================   ====================   ========================
</TABLE>
_________
(1) Equity compensation plan not approved by shareholders is comprised of
options granted and/or restricted stock to be issued to employees and
non-employees, including directors, consultants, advisers, suppliers, vendors,
customers and lenders for purposes including to provide continued incentives, as
compensation for services and/or to satisfy outstanding indebtedness to them.

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

         The following analysis of our consolidated financial condition and
results of operations for the years ended September 30, 2005 and 2004, should be
read in conjunction with the consolidated financial statements, including
footnotes, and other information presented elsewhere in this Form 10-KSB. When
used in this section, "fiscal 2005" means our fiscal year ended September 30,
2005 and "fiscal 2004" means our fiscal year ended September 30, 2004.

OVERVIEW

         We are a business development and marketing firm that specializes in
proving leadership and commerce opportunities to small and mid-sized companies
in the United States and China. We provide and procure development projects that
require marketing, manufacturing, finance, and product deployment expertise. Our
core competency is sourcing merger and acquisitions opportunities for both our
contract clients and Genesis respectfully. The majority of our commercial
proceedings involve China in a significant capacity. Historically our clients
range from global 1000 companies, emerging high-growth organizations, to
venture-backed start-ups. Genesis, and through its subsidiaries, creates and
fosters a unique framework for business collaboration between companies and
organization in United States and China.

         Currently, we own 80% of a company, Shanghai Chorry Technology
Development Co., Limited ("Chorry"), selling computer hardware and peripherals
in China. As a material subsequent event, on November 2, 2005, we entered into a
stock purchase agreement with Dragon Ventures (OTC: DRGV), a Nevada public
corporation, for the sale of our majority-owned subsidiary Chorry. Accordingly,
Chorry is reported as a discontinued operation, and prior periods have been
restated in our financial statements and related footnotes to conform to this
presentation. (See discussion of OUR HISTORY; ACQUISITIONS AND DIVESTITURES
elsewhere).

                                       17
<PAGE>

         In April 2005, we established Genesis Equity Partners, LLC (GEP) in
which we own 75%, and the balance (25%) is owned by China West, LLC. China West
is a private limited liability partnership in which neither the Company nor
anyone affiliated with it holds any ownership interest. We formed GEP to assist
Chinese and Western companies in formulating strategies to increase equity
value, targeting western stock exchanges as a source of capital and shareholder
support. Our partnership specializes in assisting private companies in the
People's Republic of China seeking direct public offering opportunities in the
United States. Management anticipates higher profitability from GEP and by
pursuing a qualified merger candidate in China, a plan that has been actively
pursued during 2005 with promising results.

         On May 1, 2005, the shareholders of Extrema unanimously agreed to
discontinue the operations of Extrema because of (a) the disappointing
performance of Extrema including continuing operating losses; (b) the Company's
lack of ability to obtain working capital loans to finance the purchase of
inventory and to finance accounts receivable; and (c) the Company's decision to
consolidate all trading and sourcing activities into its new subsidiary located
in Hong Kong, GHK. Our 60% owned subsidiary, Extrema LLC, ceased U.S. operations
which will contribute to the costs savings. For the periods discussed, Extrema
is reported as a discontinued operation, and prior periods have been restated in
the Company's financial statements and related footnotes to conform to this
presentation. In connection with the closing of Extrema, we recorded a loss from
discontinued operations of $719,168, including an operating loss attributable to
Extrema of $341,822.

         In October of 2005, Genesis established the Genesis Distance Learning
Division (GDLD) to implement the China Vocational Education Satellite Network's
global distance learning program. With a curriculum covering medical,
management, engineering, spirituality, marketing, accounting, business and
finance, and more, CVE will create global classrooms through distance learning
programs that target a registered student body numbering in the millions. As of
November 2005, the World Bank Group had invested $4.6 million in the China
Vocational Education Satellite Network. Genesis is also a contract partner to
the China Vocation Education Satellite Network.

         In December of 2005, Genesis consummated a contract with the Jin Ma
Group in China. Jin Ma has many industry sectors with construction, real estate,
and hospitality amongst the most dynamic in China. The contract is for Jin Ma to
penetrate western markets, to deploy products, and marketing awareness. Genesis
made 7 separate presentations to Chinese companies on entering US markets for
product deployment and fund raising. Other presentations were held in Beijing
and Lanzhou and were led by our Director Joshua Tan, a tenured Professor at
Peking University with unique experience in Chinese and Western public
companies.

         We believe that as we further develop our consulting services segment,
more opportunities to expand our operations through acquisitions will also be
presented to us. It is critical to our long-term business model to both increase
our revenues from the consulting services segment of our existing business, as
well as to diversify our revenue base. By virtue of the nature of our consulting
services and the professional experience of our management and directors, we
interact with a number of both U.S. and Chinese companies. Through this
broadening of our relationship base, we believe that we will be able to not only
provide better services to our client companies, but we will have certain
advantages over other companies our size when it comes to identifying and
closing acquisitions.

         The fee-based structure of our consulting services division is such
that if our client company is successful in its particular venture, we can earn
additional fees. These fees could range from a flat cash fee, to a fee which
includes a combination of equity in our client and a success fee payable upon
the completion of transactions such as acquisitions, formations of joint
ventures, or licensing or selling technologies in China, to a solely performance
based fee upon the completion of the project. We do not intend to operate as an
investment company or become subject to the Investment Company Act of 1940.
However, in order to materially grow our business we will need to raise
additional working capital. Capital will typically be needed not only for the
acquisition of additional companies, but also for the effective integration,
operation and expansion of these businesses. There are no assurances we will be
able to raise additional capital. If we are unable to secure additional capital
as need, this inability will in all likelihood hamper or restrict our ability to
acquire and integrate additional companies and to otherwise increase our
revenues in future periods.

         We are engaged in a series of discussions for the purpose of entering
into technology and sales alliances or possible acquisitions. Such discussions
are ongoing and the Company anticipates that these negotiations will lead to the
consummation of several critical contracts, agreements and/or alliances in the
foreseeable future that will provide the Company with the ability to increase
revenues and attain profitability through fiscal year 2006 and thereafter.
Genesis and The YaSheng Group, Ltd. ("YaSheng") signed a Letter of Intent dated
December 13, 2005. YaSheng is a Chinese biotech/agribusiness conglomerate in
Gansu Province, China with annual revenues exceeding USD 665 million, profits
exceeding USD 83 million, and assets exceeding USD 1.3 billion. The merger would
result in a qualified YaSheng subsidiary merging into GTEC, and the succeeding
entity having a majority ownership by YaSheng. With due diligence and auditing
underway, the intended closing date is estimated to be 60-120 days from signing
this Letter of Intent. The final merger agreement would require the approval of
the GTEC Board of Directors and Shareholders. We are actively seeking
acquisitions or business opportunities to, among other things, increase revenues
and improve stockholder value, which businesses or lines of business may or may
not relate to the current core business of the Company.

                                       18
<PAGE>

         We intend to continue to pursue acquisitions that we believe could
complement or expand our business, or augment our market coverage. We seek
companies or product lines that we believe have consistent historical cash flow
and brand growth potential and can be purchased at a reasonable price. We also
may acquire businesses that we feel could provide us with important
relationships or otherwise offer us growth opportunities. We plan to fund our
future acquisitions through bank financing, seller debt or equity financing and
public or private equity financing. Although we are actively seeking
acquisitions that will expand our existing products or add new lines of
business, as of the date of this we have no agreements with respect to any such
acquisitions, and there can be no assurance that we will be able to identify and
acquire such businesses or obtain necessary financing on favorable terms. While
we are seeking acquisitions that we believe would improve our financial results,
a completed acquisition may not provide the anticipated financial results, thus
leading to continuing net losses. Even if we achieve profitability, we may not
be able to sustain or increase profitability on a quarterly or annual basis.

FOREIGN EXCHANGE CONSIDERATIONS

         Because revenues from our operations in the PRC accounted for 98% of
our consolidated net revenues for fiscal 2005 and fiscal 2004, how we report net
revenues from our PRC-based operations is of particular importance to
understanding our financial statements. 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 respective balance sheet date.
Revenues and expenses 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 our Chinese subsidiaries is the Chinese RMB,
the local currency. The financial statements of the subsidiaries are translated
to U.S. 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, 2005 was not material. Until 1994, the
Renminbi experienced a gradual but significant devaluation against most major
currencies, including U.S. dollars, and there was a significant devaluation of
the Renminbi on January 1, 1994 in connection with the replacement of the dual
exchange rate system with a unified managed floating rate foreign exchange
system. Since 1994, the value of the Renminbi relative to the U.S. Dollar has
remained stable and has appreciated slightly against the U.S. dollar. Countries,
including the United States, have argued that the Renminbi is artificially
undervalued due to China's current monetary policies and have pressured China to
allow the Renminbi to float freely in world markets. On July 21, 2005, the PRC
reported that it would have its currency pegged to a basket of currencies rather
than just tied to a fixed exchange rate to the dollar. It also increased the
value of its currency 2% higher against the dollar, effective immediately.

         If any devaluation of the Renminbi were to occur in the future, returns
on our operations in China, which are expected to be in the form of Renminbi,
will be negatively affected upon conversion to U.S. dollars. Although we attempt
to have most future payments, mainly repayments of loans and capital
contributions, denominated in U.S. dollars, if any increase in the value of the
Renminbi were to occur in the future, our product sales in China and in other
countries may be negatively affected. . The U.S. government continues to
pressure the Chinese government to alter the exchange rate between the U.S.
dollars and the Chinese RMB. While China has been slow to accept such a
suggestion, such adjustment, expected between now and the 2008 Beijing Olympics,
could impact trade and, thus, the Company's future performance.

CRITICAL ACCOUNTING POLICIES

         The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate our estimates based on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

         A summary of significant accounting policies is included in Note 1 to
the audited consolidated financial statements included in this Form 10-KSB.
Management believes that the application of these policies on a consistent basis
enables us to provide useful and reliable financial information about the
company's operating results and financial condition.

                                       19
<PAGE>

         Accounting for Stock Based Compensation - We account for stock based
compensation utilizing Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), which encourages, but
does not require, companies to record compensation cost for stock-based employee
compensation plans at fair value. We have chosen to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
related interpretations. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the estimated fair market value of our stock
at the date of the grant over the amount an employee must pay to acquire the
stock. We have adopted the "disclosure only" alternative described in SFAS 123
and SFAS 148 (See Recent Accounting Pronouncements), which require pro forma
disclosures of net income and earnings per share as if the fair value method of
accounting had been applied. Because of this election, we continue to account
for our employee stock-based compensation plans under Accounting Principles
Board (APB) Opinion No. 25 and the related interpretations. We are required to
comply with SFAS No. 123 (revised 2004) starting on the first day of our fiscal
year 2006. We are currently evaluating the effect that the adoption of SFAS No.
123 (revised 2004) will have on our consolidated operating results and financial
condition.

         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,
2005. All marketable securities are classified as available for sale at
September 30, 2005. 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. Realized gains or losses on the sale or exchange
of equity securities and declines in value judged to be other than temporary are
recorded in gains (losses) on equity securities, net. Marketable equity
securities are presumed to be impaired if the fair value is less than the cost
basis continuously for three consecutive quarters, absent evidence to the
contrary.

RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 2005 COMPARED THE YEAR ENDED SEPTEMBER 30, 2004

REVENUES

         For the year ended September 30, 2005, we had consolidated revenues of
$154,580 as compared to $465,076 for the year ended September 30, 2004, a
decrease of $310,496 or 67%. During the year ended September 30, 2005, we spent
a substantial amount of time on administrative tasks related to a severance and
separation agreement that was executed in December 2004, to our discontinued
Extrema subsidiary, discussions with potential candidates for acquisition, and
the pending sale of our Chorry subsidiary. This diversion of time had a negative
effect on our consulting revenues. We expect our revenues to increase during
fiscal 2006 as we refocus our attention.

OPERATING EXPENSES

         For the year ended September 30, 2005, operating expenses which include
consulting fees, rent, salaries and non-cash compensation, severance expense,
professional fees and other selling, general and administrative, were $3,141,259
compared to $2,225,602 for the year ended September 30, 2004, an increase of
$915,657 or 41.1%.

The increase in operating expenses was primarily attributable to the following:

         *        Our consulting expense increased to $211,510 for the year
ended September 30, 2005 from $186,586 for the year ended September 30, 2004, an
increase of $24,924 or 13%. The increase was due to increased stock-based
consulting expenses recorded during the year ended September 30, 2005 in
connection with the issuance of common shares to consultants for services
rendered. For the year ended September 30, 2005, stock-based consulting expense
amounted to $96,600 as compared to $38,000 in the 2004 period. This increase was
offset by a decrease in payments to consultants during fiscal 2005 of $33,676.

         *        Salaries and stock-based compensation expense increased to
$1,883,201 for the year ended September 30, 2005 from $1,208,281 for year ended
September 30, 2004, an increase of $674,920 or 56%. The increase in salaries and
stock-based compensation expense was attributable to the recording of
stock-based compensation in connection with the granting of common stock and
stock options to officers, employees, and directors which accounted for
approximately $895,000 of the increase, including the amortization of deferred
compensation from fiscal 2004. Stock-based compensation increased due to the
issuance of 7,750,000 restricted common shares to executives in fiscal 2005,
which have been valued at the fair market value on the dates of grant of $.07 to
$.17 per share or $923,500 based on the trading price of common shares on date
of grant which is being amortized over the service period. This was offset by a
decrease of $220,000 attributable to a decrease in staff in our US and China
business development offices and a decrease in cash payment paid to executives
under employment agreements due to the issuance of common shares in lieu of
cash. There was increase in executive salaries under employment agreements. For
stock utilized for employee compensation, the average per share stock price was
$0.085. Additionally, at September 30, 2005, we had deferred compensation of
$313,457, which will be amortized into expense during fiscal 2006.

                                       20
<PAGE>

         *        During the year ended September 30, 2005, we recorded
severance expense of $329,343 related to a severance and separation agreement we
signed with a former officer/director of the Company. In connection with this
agreement, we paid cash of $100,000, issued common shares with a value of
$61,875, reduced a subscription receivable of $26,250, distributed marketable
securities with a value of $22,800, and incurred severance expense of $121,608
related to the distribution of the net assets of Yastock.

         *        Other selling, general and administrative expenses decreased
to $717,205 for the year ended September 30, 2005 from $830,735 for the year
ended September 30, 2004, a decrease of $113,530 or 14%. Other selling, general
and administrative expenses included the following:

                                                    2005         2004
                                                  --------     --------
         Professional fees ..................     $188,690     $205,384
         Rent ...............................       79,555       80,059
         Travel and entertainment ...........       82,764      102,144
         Bad debt ...........................            -       77,320
         Other selling, general and
               administrative ...............      366,196      365,828
                                                  --------     --------
              Total .........................     $717,205     $830,735
                                                  ========     ========

         In fiscal 2005, professional fees decreased by $16,694 or 8% due to a
decrease in legal fees of $19,928 related to general corporate matters and
acquisition activity, and a decrease in the use of other professionals of
$10,478. This decrease was offset by an increase in audit and accounting fees of
$13,712.

         Rent expense decreased to $79,555 for the year ended September 30, 2005
from $80,059 for year ended September 30, 2004, a decrease of $504. The decrease
in rent was attributable to the relocation of our offices to a smaller, less
expensive office facility. This decrease was offset by an increase in rent due
to the leasing of a residential apartment in China for an employee amounting and
the leasing of office space for our China offices during the year ended
September 30, 2005. As of October 2005, we ceased leasing space in China and
expect rent to decrease in fiscal 2006.

         During the year ended September 30, 2005, travel related expenses
decreased by $19,380 or 19% as compared to fiscal 2004 and was attributable to a
decrease in the number of staff traveling to China.

         In fiscal 2004, we incurred bad debt expense of $77,320 due to the
write off of uncollectible accounts receivable of $44,555 and the write off of
an uncollectible subscription receivable of $35,000. In fiscal 2005, we did not
have any bad debt expense.

         Other selling, general and administrative expenses include office
expenses and supplies, telephone and communications, and other expenses. In
fiscal 2005, other selling, general and administrative expenses amounted to
$366,196 compared to $365,528 during fiscal 2004, a small increase. In fiscal
2005, we incurred expenses of $84,243 related to our new China offices including
telephone, travel and entertainment other office expenses compared to $46,330.
The increase was due to the opening of offices in Shanghai, China and the
increase in operations. In October 2005, we closed our China offices and expect
these expenses to decrease substantially in fiscal 2006. We expect our selling,
general and administrative expenses to decrease as we continue to cut costs.

LOSS FROM SALE/DISPOSAL OF MARKETABLE SECURITIES

         For the year ended September 30, 2005, we recorded no gain or loss from
the sale of marketable securities as compared to a $(18,355) loss for the year
ended September 30, 2004.

SETTLEMENT INCOME

         On December 31, 2003, we settled our litigation against Innova
Holdings, Inc. (formerly Hy-Tech Technology Group, Inc.) ("Innova"). The
Settlement Agreement resulted in us accepting 3,750,000 common shares of
restricted Innova stock (OTCBB: IVHG). In a related matter, we conveyed 300,000
of those shares to Elite Financial Communications Group, which had initially
introduced us to key principals among the IVHG parties. As of June 30, 2005,
Genesis still owned the entire 3,450,000 of IVHG, which is now free trading. In
connection with the settlement, in fiscal 2004, we recorded settlement income of
$196,650 based on the fair market value of 3,450,000 net shares that we
received.

INTEREST INCOME AND EXPENSE

         Interest income was $2,911 for the year ended September 30, 2005 as
compared to interest income of $4,418 for the year ended September 30, 2004. In
fiscal 2004, we recorded interest expense of $8,800 related to outstanding loans
during 2004.

                                       21
<PAGE>

LOSS FROM ABANDONMENT OF PROPERTY AND EQUIPMENT

         For the year ended September 30, 2005, we recorded a loss of $2,444 on
abandonment of property and equipment relating to the write-off of leasehold
improvements abandoned upon moving to our new office.

LOSS FROM DISCONTINUED OPERATIONS

         For the year ended September 30, 2005, we recorded a loss from
discontinued operations of $742,914 associated with the closure of our Extrema
subsidiary and the discontinuation of our Chorry subsidiary which is in the
process of being sold. In connection with the closure of Extrema LLC, we wrote
off intangible assets and property and equipment amounting to $377,346 that were
impaired due to the closure. Additionally, in fiscal 2005 and 2004, we incurred
operating losses of $341,822 and $18,891, respectively, related to this
discontinued operation.

         Additionally, as a material subsequent event, on November 2, 2005, we
entered into a stock purchase agreement with Dragon Ventures (OTC: DRGV), a
Nevada public corporation, for the sale of our majority-owned subsidiary Chorry.
The agreement includes the following provisions:

      1. We will deliver 100% of our shares in Chorry, representing our 80%
         ownership of that subsidiary, to DRGV.

      2. DRGV will pay to us $500,000 in DRGV's common stock at a price
         calculated at the average closing price for the 10 days prior to the
         closing date.

      3. For the year ended September 30, 2005, the Company and DRGV shall
         equally divide the cost of the audit of Chorry.

         We expect to close on this transaction no later than January 31, 2006.
Accordingly, Chorry is reported as a discontinued operation, and prior periods
have been restated in our financial statements and related footnotes to conform
to this presentation. For the year ended September 30, 2005 and 2004, gain
(loss) from discontinued operations related to Chorry was $(23,746) and $14,502,
respectively.

         The following table sets forth for the fiscal years indicated selected
financial data of the Company's discontinued operations.

                                                        2005           2004
                                                    ------------   ------------
Revenues .........................................   $27,293,816    $22,942,763
Cost of sales ....................................    26,747,801     22,394,134
                                                    ------------   ------------
Gross profit .....................................       546,015        548,629
Operating and other non-operating expenses .......       911,583        553,018
                                                    ------------   ------------
Loss from discontinued operations ................      (365,568)        (4,389)

Loss from disposal of discontinued operations ....      (377,346)             -
                                                    ------------   ------------

Total loss from discontinued operations ..........     $(742,914)       $(4,389)
                                                    ============   ============

OVERALL

         We reported a net loss for the year ended September 30, 2005 of
$3,726,929 compared to a net loss for the year ended September 30, 2004 of
$1,591,002. This translates to an overall per-share loss available to
shareholders of $.06 for the year ended September 30, 2005 compared to per-share
loss of $.05 for year ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2005, we had a cash balance of $17,887 and working
capital of $289,311. Subsequent to September 30, 2005, we received cash
amounting to approximately $83,000 from the sale of marketable equity
securities. We will continue to sell marketable equity securities to obtain cash
for working capital purposes. We are presently meeting our current obligations
from cash proceeds received from the sale of marketable equity securities.
However, due to insufficient cash generated from operations, we currently do not
internally generate cash sufficient to pay all of our incurred expenses and
other liabilities. As a result, we are may be dependent on investor capital and
loans to meet our expenses and obligations. Although investor funds and proceeds
from sales of marketable equity securities have allowed us to meet our
obligations in the recent past, there can be no assurances that our present
methods of generating cash flow will be sufficient to meet future obligations.
Historically, we have, from time to time, been able to raise additional capital
from sales of our capital stock, but there can be no assurances that we will be
able to raise additional capital in this manner.

         On January 16, 2004, we consummated a securities purchase agreement
under which we agreed to issue $2,000,000 stated value of our newly created
Series A 6% Cumulative Convertible Preferred Stock to several institutional
investors. The stated value of the Series A 6% Cumulative Convertible Preferred
Stock is $10.00 per share. Through September 30, 2004, we had sold 200,000
Series A 6% Cumulative Preferred shares for net proceeds of $1,902,475. We used
these proceeds for working capital purposes and to seek acquisition candidates.
We do not intend to sell any more Series A shares.

                                       22
<PAGE>

         Net cash used in operations was $1,443,081 for the year ended September
30, 2005 as compared to net cash used in operations of $1,029,526 for the year
ended September 30, 2004. For the year ended September 30, 2005, we used cash to
fund our loss of $(3,726,929) ($2,984,015 from continuing operations and
$742,914 from discontinued operations) and recorded income from the receipt of
marketable securities for services of $114,000 offset by non-cash items such as
stock-based compensation of $1,603,445, depreciation and amortization expense of
$10,435, settlement expense of $232,533, impairment losses related to our
discontinued operations of $441,328, as well as changes in assets and
liabilities of $110,107. For the year ended September 30, 2004, we used cash to
fund our net loss of $(1,591,002) offset by non-cash items such as stock-based
compensation of $650,263, depreciation expenses of $22,008 and settlement income
of $(196,650) as well as other non-cash items and changes in assets and
liabilities of $85,855.

         Net cash used in investing activities for the year ended September 30,
2005 was $6,682 as compared to net cash provided by investing activities for the
year ended September 30, 2004 of $56,786. For the year ended September 30, 2005,
we used cash for capital expenditures of $6,682. For the year ended September
30, 2004, we received cash from the sale of marketable securities of $233,551
offset by cash used for capital expenditures of $(28,264), cash used for an
investment in a cost-basis investee of $(60,000), purchase of marketable equity
securities of $(48,000), and cash used in acquisition of $(40,501).

         Net cash used in financing activities was $25,983 for the year ended
September 30, 2005 as compared to net cash provided by financing activities of $
2,361,379 for the year ended September 30, 2004. For the year ended September
30, 2005, net cash provided by financing activities related to proceeds received
from the exercise of stock options of $25,983. For the year ended September 30,
2004, net cash provided by financing activities related primarily to proceeds
from the exercise of stock options and related party loans of $355,324 and
$106,080, respectively and proceeds from the sale of preferred stock of
$1,902,475. This increase was offset by cash used in financing activities of
$2,500 for the repayment of related party notes payable.

         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. There are no assurances that such capital will
be available to us when needed or upon terms and conditions which are acceptable
to us. If we are able to secure additional working capital through the sale of
equity securities, the ownership interests of our current stockholders will be
diluted. If we raise additional working capital through the issuance of debt or
additional dividend paying securities our future interest and dividend expenses
will increase. If we are unable to secure additional working capital as needed,
our ability to grow our sales, meet our operating and financing obligations as
they become due and continue our business and operations could be in jeopardy
and we could be forced to limit or cease our operations.

RECENT ACCOUNTING PRONOUNCEMENTS

         The Financial Accounting Standards Board has recently issued several
new accounting pronouncements:

         In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based
Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R
requires companies to recognize in the statement of operations the grant- date
fair value of stock options and other equity-based compensation issued to
employees. FAS No. 123R is effective beginning in the Company's second quarter
of fiscal 2006. We are in process of evaluating the impact of this pronouncement
on our financial position.

         In May 2005, FASB issued FASB Statement 154, "Accounting Changes and
Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No.
3" (" FAS 154"). FAS 154 changes the requirements for the accounting for and
reporting of a change in accounting principle. The provisions of FAS 154
require, unless impracticable, retrospective application to prior periods'
financial statements of (1) all voluntary changes in principles and (2) changes
required by a new accounting pronouncement, if a specific transition is not
provided. FAS 154 also requires that a change in depreciation, amortization, or
depletion method for long-lived, non-financial assets be accounted for as a
change in accounting estimate, which requires prospective application of the new
method. FAS 154 is effective for all accounting changes made in fiscal years
beginning after December 15, 2005.

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.

                                       23
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

         Our Chief Executive Officer and Chief Financial Officer (collectively,
the "Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for us. Based upon such officers' evaluation
of these controls and procedures as of a date as of the end of the period
covered by this annual report(as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended), and subject to the limitations
noted hereinafter, the Certifying Officers have concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in this annual report is accumulated and communicated to
management, including our principal executive officers as appropriate, to allow
timely decisions regarding required disclosure.

         The Certifying Officers' evaluation has also concluded that there have
been no occurrences during the fourth quarter of the fiscal year covered by this
annual report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting (as defined in
Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

         Our management, including each of the Certifying Officers, does not
expect that our disclosure controls or our internal controls will prevent all
error and fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. In addition, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of the control. The design of any systems of controls also
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, control may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of these inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.

ITEM 8B. OTHER INFORMATION

         Genesis and The YaSheng Group, Ltd. ("YaSheng") signed a Letter of
Intent dated December 13, 2005. YaSheng is a Chinese biotech/agribusiness
conglomerate in Gansu Province, China. It has annual revenues exceeding USD 665
million, profits exceeding USD 83 million, and assets exceeding USD 1.3 billion.
The merger would result in a qualified YaSheng subsidiary merging into GTEC, and
the succeeding entity having a majority ownership by YaSheng. With due diligence
and auditing underway, the intended closing date is estimated to be 60-120 days
from signing this Letter of Intent. The final merger agreement would require the
approval of the GTEC Board of Directors and Shareholders.

                                    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
-----------                         ---            -----------------------
Gary Wolfson                        57             CEO and Director
Adam Wasserman                      41             Chief Financial Officer
Kenneth Clinton                     35             President and Director
Dr. Shaohua (Joshua) Tan            43             Director

         GARY WOLFSON. Mr. Wolfson was appointed Chief Executive Officer in
August, 2002. From 1992 until joining our company, Mr. Wolfson was President and
a director of Pacific Rim Consultants, a private Sino-American liaison
consulting firm. In this capacity, he served as Director of China Operations for
four U.S. companies, including Walt Disney Memorial Cancer Institutes (1997 to
1998), CMI Power/Kansas City Power & Light (1993 to 1995), Nanjing
Valley/Atlantic Gulf Communities (1995 to1997) and Shanghai Travel & Business
Bureau (1994 to 1999). In addition, he served as Director of U.S. Operations for
three Chinese companies, including Motorola China (1994 to 1996), China Academy
of Sciences (1995 to 1998) and World Trade Center - Jiangsu Province (1995 to
1997). From 1971 to 1991 Mr. Wolfson was an owner of an international
thoroughbred horse breeding and racing enterprise.

         ADAM C. WASSERMAN. Mr. Wasserman has served as our Chief Financial
Officer since October, 2001. Mr. Wasserman devotes approximately 20% of his time
to our company. As our business grows, we will either seek to increase the
amount of time Mr. Wasserman devotes to our company or hire a full-time chief
financial officer. Since November 1999 Mr. Wasserman has been CEO of CFO Oncall,
Inc., Weston, Florida based provider of consultant accounting services
specializing in financial reporting, budgeting and planning, mergers and
acquisitions, auditing, accounting, automated systems, banking relations and

                                       24
<PAGE>

internal controls. Mr. Wasserman has also served as the Chief Financial Officer
of Relationserve Media, Inc. since July 2005 and Transax International Limited
since May 2005. From June 1991 to November 1999 he was Senior Audit Manager,
American Express Tax and, Business Services, in Fort Lauderdale, Florida where
his 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. From September 1986 to May 1991 Mr. Wasserman was employed by
Deloitte & Touche, LLP. During his employment, his 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 (New York) and a member of The
American Institute of Certified Public Accountants and is the treasurer of Gold
Coast Venture Capital Association.

         KENNETH CLINTON. Mr. Clinton has been Chief Operating Officer and a
member of the board of directors since May 2003. Mr. Clinton initially joined
our company in January 2002, serving as marketing director until August 2002
when he was made a vice president. He held the position of vice president until
being named COO in May 2003. Mr. Clinton has more than a decade of journalism,
public relations, and marketing expertise. From 1998 to 2002, Mr. Clinton was
Vice President of Marketing for Leapfrog, Inc., software and hardware technology
company concentrating in the Pacific Rim.

         DR. SHAOHUA (JOSHUA) TAN. Dr. Tan has been an independent member of our
Board of Directors since March 2005. Dr. Tan is a tenured professor at Peking
University. In addition to his academic achievements, he is a global business
leader, with a focus on public companies and telecommunications. Dr. Tan,
earning his Ph.D. at Universiteit Leuven in Belgium, has a stellar history of
leading technology companies in the West and China. These include: Founder and
Chairman of such Chinese technology companies as Beijing Beida Xi Xin Software
Technology Co. Ltd., Beijing Xin Chuang Yi Fang Software Technology Co. Ltd.,
Beijing CVC Communications Co. Ltd. and Beijing Tianji Software Technology Co.
Ltd. Dr. Tan was the Founder and CEO of CN2U Technology Ltd. that specialized in
financing for telecom services businesses through direct investment. He also
served as the M&A Founder and CTO of Aptronix Asia Pacific Electronics Ltd.,
helping develop, manufacture, and market multimedia communications systems and
terminal products. Dr. Tan is a principal and investor in the U.S. public
company, China Voice Corporation (CHCV.PK), which is not in a market sector
competing with Genesis. He is a self-employed entrepreneur, with business
interests in China, the U.S. and Western Europe. Dr. Tan has held various posts
as Professor, Research Fellow, Senior Scientist and other research roles held in
countries like Europe, U.S., Japan, China, and Singapore.

         Our directors are elected at each annual meeting of stockholders. Our
directors hold office until the next annual meeting of stockholders. Board act
as Compensation and Audit committee and Two Board of Directors are independent.
Executive officers are elected by and serve at the discretion of the Board of
Directors.

         There are no family relationships among any of our officers and
directors.

KEY EMPLOYEE

         WANG WUZHANG. Mr. Wang, 38, is CEO and General Manager of Chorry, a
company he founded in 1998. He is also its minority shareholder. Mr. Wang holds
overall management responsibilities with respect to Chorry, including developing
and implementing strategic plans and initiatives at this subsidiary. From 1993
until 1998, Mr. Wang worked for China Textile University Corp. as a researcher
and from 1989 to 1992 he worked for Shanghai Computer Technology Institute as a
scientist. Mr. Wang graduated with a bachelor's degree from Shanghai Engineering
Technology Institute in 1989 with a major in computer application.

COMMITTEES OF THE BOARD OF DIRECTORS

         Our Board of Directors has currently established an Ethics and Steering
Committee whose members are Messrs. Wolfson and Clinton and Dr. Tan are members
of the Ethics and Steering Committee, with Dr. Tan serving as the independent
member. The Ethics and Steering Committee operates under our corporate
governance principles described below and does not have a separate charter. We
have yet to establish an Audit Committee or other committees of our Board of
Directors as envisioned by the following governance principles. The functions of
those committees are being undertaken by the entire board as a whole.

DIRECTOR INDEPENDENCE, AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND AUDIT
COMMITTEE FINANCIAL EXPERT

         Only one of the members of our Board of Directors are "independent"
within the meaning of definitions established by the Securities and Exchange
Commission. The majority of the members of our Board of Directors are
individuals who are an integral part of the business. As a result of our
operating history and minimal resources, small companies such as ours generally
have difficulty in attracting independent directors. In addition, we will
require additional resources to obtain directors and officers insurance coverage
which is generally necessary to attract and retain independent directors. As we
grow, in the future our Board of Directors intends to seek additional members
who are independent, have a variety of experiences and backgrounds, who will
represent the balanced, best interests of all of our stockholders and at least
one of which who is an "audit committee financial expert" described below.

         The functions of the Audit Committee are currently performed by the
entire Board of Directors. At such time as we expand our Board of Directors to

                                       25
<PAGE>

include additional independent directors, we intend to establish an Audit
Committee of our Board of Directors. We are not currently subject to any law,
rule or regulation, however, requiring that all or any portion of our Board of
Directors include "independent" directors, nor are we required to establish or
maintain an Audit Committee of our Board of Directors.

         None of our directors is an "audit committee financial expert" within
the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:

         o  understands generally accepted accounting principles and financial
            statements,
         o  is able to assess the general application of such principles in
            connection with accounting for estimates, accruals and reserves,
         o  has experience preparing, auditing, analyzing or evaluating
            financial statements comparable to the breadth and complexity to our
            financial statements,
         o  understands internal controls over financial reporting, and
         o  understands audit committee functions

CODE OF ETHICS

         In January 2006 we adopted a Code of Ethics and Business Conduct to
provide guiding principles to our officers, directors and employees. Our Code of
Ethics and Business Conduct also strongly recommends that all directors and
employees of our company comply with the code in the performance of their
duties. Generally, our Code of Ethics and Business Conduct provides guidelines
regarding:

         o  compliance with laws, rules and regulations,
         o  conflicts of interest,
         o  insider trading,
         o  corporate opportunities
         o  competition and fair dealing,
         o  discrimination and harassment,
         o  health and safety,
         o  record-keeping,
         o  confidentiality,
         o  protection and proper use of company assets, and
         o  payments to government personnel.

         Our Code of Ethics and Business Conduct also provides guiding
principles to our Chief Executive Officer and Senior Financial Office in the
performance of their duties A copy of our Code of Ethics and Business Conduct is
included as an exhibit to this annual report.

GOVERNANCE PRINCIPLES FOR THE BOARD OF DIRECTORS

         At the 2003 Annual Shareholders' Meeting held on May 30, 2003 we
adopted a set of corporate governance principles for our board of directors
which are set forth below:

         ROLE OF BOARD AND MANAGEMENT. Our business is conducted by our
employees, managers and officers, under the direction of the CEO and the
oversight of the board, to enhance the long-term value of the company for its
shareholders. The board of directors is elected by the shareholders to oversee
management and to assure that the long-term interests of the shareholders are
being served. Both the board of directors and management recognize that the
long-term interests of shareholders are advanced by responsibly addressing the
concerns of other shareholders and interested parties including employees,
recruits, customers, suppliers, our communities, government officials and the
public at large.

         FUNCTIONS OF BOARD. The board of directors has four scheduled meetings
a year at which it reviews and discusses reports by management on the
performance of the company, its plans and prospects, as well as immediate issues
facing the company. Directors are expected to attend all scheduled board and
committee meetings. Because of the international makeup of the board, directors
may attend telephonically, although, at least once annually, it is intended that
the entire board conduct a centrally-located meeting, with all directors being
present. In addition to its general oversight of management, the board also
performs a number of specific functions, including:

         * selecting, evaluating and compensating the CEO and overseeing CEO
succession planning;

         * providing counsel and oversight on the selection, evaluation,
development and compensation of senior management;

         * reviewing, approving and monitoring fundamental financial and
business strategies and major corporate actions;

         * assessing major risks facing the company-and reviewing options for
their mitigation; and

         * ensuring processes are in place for maintaining the integrity of the
company-the integrity of the financial statements, the integrity of compliance
with law and ethics, the integrity of relationships with customers and
suppliers, and the integrity of relationships with other shareholders.

                                       26
<PAGE>

         QUALIFICATIONS. Directors should possess the highest personal and
professional ethics, integrity and values, and be committed to representing the
long-term interests of the shareholders. They must also have an inquisitive and
objective perspective, practical wisdom and mature judgment. We endeavor to have
a board representing diverse experience at policy-making levels in business,
government, education and technology, and in areas that are relevant to the
company's global activities. Directors must be willing to devote sufficient time
to carrying out their duties and responsibilities effectively, and should be
committed to serve on the board for an extended period of time. Directors should
offer their resignation in the event of any significant change in their personal
circumstances. The board does not believe that arbitrary term limits on
directors' service are appropriate, nor does it believe that directors should
expect to be re-nominated biennially until they reach the mandatory retirement
age. The board self-evaluation process described below will be an important
determinant for board tenure. Directors will not be nominated for election to
the board after their 73rd birthday, although the full board may nominate
candidates over age 73 for special circumstances.

         COMPOSITION OF THE BOARD AND RELATED MATTERS. The board shall be
comprised of no fewer than five and no more than nine directors. The directors
serve for a period of two years, with the termination date 24 months following
his/her election. Directors may run for additional two-year terms in succession.
In the event that any director fails to attend two successive board meetings,
then the board may ask for the resignation of that director and immediately
conduct a search and selection of a replacement.

         SETTING BOARD AGENDA. The CEO shall be responsible for its agenda.
Before the board meeting, the CEO will propose for the board's approval key
issues of strategy, risk and integrity to be scheduled and discussed during the
course the next meeting. Before that meeting, the board will be invited to offer
its suggestions. As a result of this process, a schedule of major discussion
items for the meeting will be established. Prior to each board meeting, the CEO
will discuss the other specific agenda items for the meeting with the presiding
director. The CEO and the presiding director, or committee chair as appropriate,
shall determine the nature and extent of information that shall be provided
regularly to the directors before each scheduled board or committee meeting.
Directors are urged to make suggestions for agenda items, or additional
pre-meeting materials, to the CEO, the presiding director, or appropriate
committee chair at any time.

         ETHICS AND CONFLICTS OF INTEREST. The board expects our directors, as
well as officers and employees, to act ethically at all times and to acknowledge
their adherence to the policies comprising our code of conduct set forth in the
company's handbook. The board will not permit any waiver of any ethics policy
for any director or executive officer. If an actual or potential conflict of
interest arises for a director, the director shall promptly inform the CEO and
the presiding director. If a significant conflict exists and cannot be resolved,
the director should resign. All directors will recluse themselves from any
discussion or decision affecting their personal, business or professional
interests. The board shall resolve any conflict of interest question involving
the CEO, a vice chairman or a senior vice president, and the CEO shall resolve
any conflict of interest issue involving any other officer of the company. The
current membership of the board includes residents of both the United States of
America and the People's Republic of China. We are firmly dedicated to upholding
a high standard of ethical conduct and pronounces that it "operates in the
sunshine" in every area of its business endeavors. We adhere to all equal
opportunity and non-discriminatory practices.

         REPORTING OF CONCERNS TO NON-EMPLOYEE DIRECTORS OR THE AUDIT COMMITTEE.
Anyone who has a concern about our conduct, or about the company's accounting,
internal accounting controls or auditing matters, may communicate that concern
directly to the presiding director, to the non-employee directors, or to the
audit Committee. Such communications may be confidential or anonymous, and may
be e-mailed, submitted in writing, or reported by phone to special addresses and
a toll-free phone number that are published on the company's website. Concerns
relating to accounting, internal controls, auditing or officer conduct shall be
sent immediately to the presiding director and to the chair of the audit
committee and will be simultaneously reviewed and addressed.

         ETHICS AND STEERING COMMITTEE. All contracts, agreements, prospects of
mergers and acquisitions, granting of options, and publication of information
pertaining to our company shall have the approval of the Ethics and Steering
Committee. The Committee includes the legal counsel, an independent director,
the CEO, and the Chairman of the Board. In each case, the final document must
have the majority approval to be acted upon. Because of existing agreements and
those already in negotiations, the effective date of this provision shall be
August 1, 2003. As we grow and have the wherewithal, this Committee also shall
have the responsibility of establishing a formal Audit Committee, complying with
guidelines furnished by the Securities and Exchange Commission.

         COMPENSATION OF BOARD. The Nominating and Corporate Governance
Committee shall have the responsibility for recommending to the board
compensation and benefits for non-employee directors. In discharging this duty,
the committee shall be guided by three goals:

         * compensation should fairly pay directors for work required in a
company of our size and scope;

         * compensation should align directors' interests with the long-term
interests of shareholders; and

         * the structure of the compensation should be simple, transparent and
easy for shareholders to understand.

                                       27
<PAGE>

         As discussed more fully in the key practices of the Nominating and
Corporate Governance Committee, the committee believes these goals will be
served by providing 50% of director compensation in options and 50% in
restricted stock units starting in 2003 to 2004. At the end of each year, the
Nominating and Corporate Governance Committee shall review non-employee director
compensation and benefits.

         For each term of one year, our independent board members shall each be
entitled to 75,000 options. The Board of Directors or a Compensation Committee
of the Board (at such time as one is established) will determine the strike
price. The board member shall also be entitled to 75,000 shares of our common
stock. In addition, for each meeting that board member participates, that person
will receive 10,000 options with an exercise price equal to the fair market
value of our common stock on the day of meeting. We will be responsible for any
expenses incurred for the purpose of meeting on behalf of our shareholders.
Members of our board who are our employees are not entitled to any additional
compensation for their board service.

         SUCCESSION PLAN. The board shall approve and maintain a succession plan
for the CEO and senior executives, based upon recommendations from the
management development and compensation committee. The Chairman of the Board of
Directors shall be elected by the directors and serve for a period of two years.
This election shall be conducted in odd numbered years, commencing in 2005, with
the selection of a new chairman. In the event that the presiding chairman should
resign or become unable to serve, a special election among current directors
shall be conducted.

         ANNUAL COMPENSATION REVIEW OF SENIOR MANAGEMENT. The Management
Development and Compensation Committee shall annually approve the goals and
objectives for compensating the CEO. That committee shall evaluate the CEO's
performance in light of these goals before setting the CEO's salary, bonus and
other incentive and equity compensation. The committee shall also annually
approve the compensation structure for the company's officers, and shall
evaluate the performance of the company's senior executive officers before
approving their salary, bonus and other incentive and equity compensation.

         ACCESS TO SENIOR MANAGEMENT. Non-employee directors are encouraged to
contact senior managers of the company without senior corporate management
present.

         ACCESS TO INDEPENDENT ADVISORS. The board and its committees shall have
the right at any time to retain independent outside financial, legal or other
advisors.

         DIRECTOR ORIENTATION. The general counsel and the executive vice
president shall be responsible for providing an orientation for new directors,
and for periodically providing materials or briefing sessions for all directors
on subjects that would assist them in discharging their duties. Each new
director shall, be receive personal briefing by senior management on the
company's strategic plans, its financial statements, and its key policies and
practices.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         We are not subject to Section 16(a) of the Securities Exchange Act of
1934, which requires our directors and executive officers, and persons who own
more than 10% of our 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 $100,000 during the last three fiscal periods ended September 30,
2005, 2004 and 2003:
<TABLE>
<CAPTION>
                                    Annual Compensation                        Long-Term Compensation
                      -----------------------------------------------   --------------------------------------
                                                                        Restricted   Securities       All
                                                         Other Annual     Stock      Underlying      Other
Name and Principal     Fiscal       Salary     Bonus     Compensation     Awards      Options     Compensation
Position                Year          ($)       ($)          ($)            ($)        SAR (#)         ($)
------------------    -------     ---------   --------   ------------   ----------   ----------   ------------
<S>                   <C>         <C>         <C>         <C>           <C>          <C>            <C>
Gary Wolfson,         2005(1)     $ 152,500   $   -       $  50,781     $ 359,375    1,953,125      $  77,676
Chief Executive       2004(2)     $ 130,000   $ 60,060    $ 109,375     $    -       1,562,500          -0-
Officer               2003(3)     $ 121,000   $   -       $ 160,000     $    -       1,750,000          -0-

Dr, James Wang,       2005(4)     $  29,165   $   -       $       -     $    -            -         $ 184,675
Former Chairman of    2004(5)     $ 117,833   $ 60,060    $ 109,375     $    -       1,562,500          -0-
the Board and         2003(6)     $ 108,900   $   -       $ 212,000     $            2,400,000          -0-
Former President

Kenneth Clinton,      2005(7)     $ 131,660   $   -       $  50,781     $  359,375   1,953,125      $  77,826
Director and          2004(8)     $ 104,822   $ 60,060    $ 109,375     $     -      1,562,500          -0-
President             2003(9)     $  96,800   $   -       $ 160,000     $     -      1,750,000          -0-

Li Shaoqing.          2005(10)    $  44,000   $   -       $ 205,000     $     -           -             -0-
Former Director

</TABLE>
                                       28
<PAGE>
_________
(1)  Mr. Wolfson's compensation for fiscal 2005 included:
     o    $152,500 salary payable under the terms of his employment agreement,
          of which $50,000 was paid through the issuance of 773,810 shares of
          our common stock,
     o    options to purchase 1,953,125 shares of our common stock at an
          exercise price of $0.041 per share representing other annual
          compensation which were valued at $50,781 pursuant to the terms of his
          employment agreement,
     o    3,125,000 shares of our common stock valued at $359,375 which
          represent pursuant to the terms of his employment agreement, and
     o    1,140,319 shares of our common stock valued at $77,646 issued as other
          compensation.

     Mr. Wolfson's fiscal 2005 compensation reported above excludes 1,697,916
     shares of our common stock valued at $84,896 issued to him in September
     2005 for services to be rendered to us during fiscal 2006.

(2)  Mr. Wolfson's compensation for fiscal 2004 included:
     o    $130,000 salary payable under the terms of his employment agreement,
          of which $72,000 was paid through the issuance and exercise of options
          to purchase 653,838 shares of our common stock at an exercise price of
          $.12 to $.13 per share (Mr. Wolfson's fiscal 2004 compensation
          reported above excludes 486,111 shares of our common stock valued at
          $58,333 issued to him in July 2004 for services to rendered to us
          during fiscal 2005),
     o    bonuses totaling $60,060, which includes 146,000 shares of our common
          stock valued at $40,060, and
     o    options to purchase 1,562,500 shares of our common stock at an
          exercise price of $0.06 per share which were valued at $109,375
          pursuant to the terms of his employment agreement.

(3)  Mr. Wolfson's compensation for fiscal 2003 included:
     o    $121,000 salary payable under the terms of his employment agreement,
          of which $53,300 was paid through the issuance and exercise of options
          to purchase 582,226 shares of our common stock at an average exercise
          price of $.09 per share, and
     o    options to purchase an aggregate of 1,750,000 shares of our common
          stock valued at $160,000, of which options to purchase 500,000 shares
          were exercisable at $0.52 per share, options to purchase 625,000
          shares were exercisable at $0.10 per share and options to purchase
          625,000 shares were exercisable at $0.056 per share.

(4)  Dr. Wang served as our Chairman of the Board and President until December
     13, 2004. Dr. Wang's compensation for fiscal 2005 included:
     o    $29,165 of salary; and
     o    severance payments equal to cash of $100,000, $95,000 worth of
          marketable securities held by the Company and 562,500 shares of our
          common stock valued at $61,875. See "Separation and Severance
          Agreement" below.

(5)  Dr. Wang's fiscal 2004 compensation included:
     o    $117,833 salary payable under his employment agreement, of which
          $81,425 was paid through the issuance and exercise of options to
          purchase 626,348 shares of our common stock at an average exercise
          price of $.13 per share,
     o    bonuses totaling $60,060, which includes 146,000 shares of our common
          stock valued at $40,060, and
     o    options to purchase 1,562,500 shares of our common stock at an
          exercise price of $0.06 per share which were valued at $109,375
          pursuant to the terms of his employment agreement. These options
          expired on December 31, 2005.

(6)  Dr. Wang's fiscal 2003 compensation included:
     o    $108,900 salary payable under the terms of his employment agreement,
          of which $34,425 was paid through the issuance and exercise of options
          to purchase 438,750 shares of our common stock at an average exercise
          price of $.09 per share, and
     o    other compensation which included options to purchase an aggregate of
          1,750,000 shares of our common stock valued at $160,000, of which
          options to purchase 500,000 shares were exercisable at $0.50 per
          share, options to purchase 625,000 shares were exercisable at $0.10
          per share and options to purchase 625,000 shares were exercisable at
          $0.056 per share, and
     o    other compensation which included options to purchase 650,000 shares
          of our common stock valued at $52,000 based on re-pricing which were
          exercisable at $0.10 per share.

(7)  Mr. Clinton's fiscal 2005 compensation included:
     o    $131,660 salary payable under the terms of his employment agreement,
          of which $41,664 was paid through the issuance of 664,800 shares of
          our common stock,
     o    options to purchase 1,953,125 shares of our common stock at an
          exercise price of $0.041 per share representing other annual
          compensation which were valued at $50,781 pursuant to the terms of his
          employment agreement,
     o    3,125,000 shares of our common stock valued at $359,375 which
          represent pursuant to the terms of his employment agreement, and
     o    1,161,675 shares of our common stock valued at $77,826 issued as other
          compensation.

     Mr. Clinton's fiscal 2005 compensation reported above excludes 1,697,916
     shares of our common stock valued at $84,896 issued to him in September
     2005 for services to be rendered to us during fiscal 2006.

                                       29
<PAGE>

(8)  Mr. Clinton's fiscal 2004 compensation included:
     o    $104,822 salary payable under the terms of his employment agreement,
          of which $110,117 was paid through the issuance and exercise of
          options to purchase 882,960 shares of our common stock at an average
          exercise price of $.12 per share ($31,755 of share value issued in
          fiscal 2004 was for services performed in fiscal 2005),
     o    bonuses totaling $60,060, which includes 146,000 shares of our common
          stock valued at $40,060, and
     o    options to purchase 1,562,500 shares of our common stock at an
          exercise price of $0.06 per share which were valued at $109,375
          pursuant to the terms of his employment agreement.

(9)  Mr. Clinton's compensation for fiscal 2003 included:
     o    $96,800 salary payable under the terms of his employment agreement, of
          which $42,000 was paid through the issuance and exercise of options to
          purchase 435,496 shares of our common stock at an exercise price of
          $.10 per share, and
     o    options to purchase an aggregate of 1,750,000 shares of our common
          stock valued at $160,000, of which options to purchase 500,000 shares
          were exercisable at $0.52 per share, options to purchase 625,000
          shares were exercisable at $0.10 per share and options to purchase
          625,000 shares were exercisable at $0.056 per share.

(10) Dr. Li Shaoqing served as the director/chief executive officer of our China
     operations from October 1, 2004 until September 30, 2005. Under the terms
     of our one year agreement with Dr. Li, we agreed to pay him a base salary
     of $4,000 per month and issue him an aggregate of 1,500,000 shares of our
     common stock which was valued at $205,000. Additionally, Dr. Li was
     entitled to an annual bonus of 5% of the net profits generated by our China
     operations to be paid in common stock or cash as determined by us. There
     were no net profits during the period.

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth information concerning individual grants
of options made during Fiscal 2005 to the Named Executive Officers.
<TABLE>
<CAPTION>
                                     % of Total
                Number of Shares    Options Granted   Exercise or     FMV of
               Underlying Options    to Employees     Base Price    Shares on    Expiration
Name             Granted (#)        in Fiscal Year      ($/Sh)      Grant Date      Date
------------   ------------------   ---------------   -----------   ----------   -----------
<S>                <C>                   <C>            <C>          <C>         <C>
Gary Wolfson       1,953,125             43.3%          $ 0.041      $ 0.067     August 2008
Ken Clinton        1,953,125             43.3%          $ 0.041      $ 0.067     August 2008
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

         The following table indicates each exercise of stock options (or tandem
SARS) and freestanding SRAS during the last fiscal year by each of the names
executive officers and the total number and value of exercisable and
unexercisable stock options held by Named Executive Officers as of September 30,
2005.
<TABLE>
<CAPTION>
                                                  Number of Securities         Value of Unexercised
                                                 Underlying Unexercised            In-the-Money
                                               Options at Fiscal Year-End   Options at Fiscal Year-end
                                                           (#)                          ($)
               Shares acquired     Value       --------------------------   --------------------------
Name            on Exercise(#)   Realized($)   Exercisable  Unexercisable   Exercisable  Unexercisable
------------   ---------------   -----------   ----------- --------------   -----------  -------------
<S>                   <C>         <C>           <C>               <C>         <C>            <C>
Gary Wolfson          -           $ 182,333     4,865,625         -           $ 33,351       $ -
Ken Clinton           -           $ 150,118     4,865,625         -           $ 33,352       $ -
</TABLE>

STOCK OPTION PLANS

         On October 31, 2001, our board of directors authorized, and holders of
a majority of our outstanding common stock adopted our 2002 Stock Option Plan
(the "2002 Plan"). Subsequent to October 2001, the 2002 Plan was amended to
increase to reserve 6,055,000 of our authorized but unissued shares of common
stock for issuance under the Plan. On May 30, 2003, our board of directors and
holders of a majority of our outstanding common stock approved and adopted our
2003 Stock Option Plan (the "2003 Plan") covering 7,000,000 shares of common
stock. On April 21, 2004, our board of directors and holders of a majority of
our outstanding common stock approved and adopted our 2004 Stock Option Plan
(the 2004 Plan") covering 10,000,000 shares of common stock. On August 13, 2005
our Board of Directors increased the number of shares available for issuance
under our 2004 Plan to 22,000,000 shares. As of September 30, 2005, options for
an aggregate of 4,372,000 shares at exercise prices ranging from $0.03 to $2.25
remain outstanding under the 2002, 2003 Plan and 2004 Plan and 2,172,802 shares
remain available for issuance under our 2004 Plan.

                                       30
<PAGE>

INFORMATION APPLICABLE TO THE 2002 PLAN, THE 2003 PLAN AND THE 2004 PLAN

         The purpose of the 2002 Plan, the 2003 Plan, and the 2004 Plan is to
encourage stock ownership by our officers, directors, key employees and
consultants, and to give such persons a greater personal interest in the success
of our business and an added incentive to continue to advance and contribute to
us. Our officers, directors, key employees and consultants are eligible to
receive stock grants and non-qualified options under each of the plans. Only our
employees are eligible to receive incentive options.

         Each plan is administered by our board of directors or an underlying
committee. The board of directors or the committee determines from time to time
those of our officers, directors, key employees and consultants to whom plan
options are to be granted, the terms and provisions of the respective option
agreements, the time or times at which such options shall be granted, the type
of options to be granted, the dates such plan options become exercisable, the
number of shares subject to each option, the purchase price of such shares and
the form of payment of such purchase price. All other questions relating to the
administration of the plan, and the interpretation of the provisions thereof and
of the related option agreements are resolved by the board or committee.

         Subject to the limitation on the aggregate number of shares issuable
under the plan, there is no maximum or minimum number of shares as to which a
stock grant or plan option may be granted to any person. Shares used for stock
grants and plan options may be authorized and unissued shares or shares
reacquired by us, including shares purchased in the open market. Shares covered
by plan options which terminate unexercised will again become available for
grant as additional options, without decreasing the maximum number of shares
issuable under the plan, although such shares may also be used by us for other
purposes.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended or
non-qualified options. In addition, each of the plans allow for the inclusion of
a reload option provision, which permits an eligible person to pay the exercise
price of the option with shares of common stock owned by the eligible person and
receive a new option to purchase shares of common stock equal in number to the
tendered shares. Any incentive option granted under the plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of grant, but the exercise price of any incentive option
granted to an eligible employee owning more than 10% of our outstanding common
stock must not be less than 110% of fair market value on the date of the grant.
Each plan provides that, with respect to incentive stock options, the aggregate
fair market value (determined as of the time the option is granted) of the
shares of common stock, with respect to which incentive stock options are first
exercisable by any option holder during any calendar year cannot exceed
$100,000. The exercise price of non-qualified options cannot be less than the
par value of our common stock on the date the option is granted. The term of
each plan option and the manner in which it may be exercised is determined by
the board of directors or the committee, provided that no option may be
exercisable more than 10 years after the date of its grant and, in the case of
an incentive option granted to an eligible employee owning more than 10% of the
common stock, no more than five years after the date of the grant.

         The board of directors or the committee may grant stock appreciation
rights to persons who have been, or are being granted, plan options as a means
of allowing such participants to exercise their plan options without the need to
pay the exercise price in cash. In the case of a non-qualified option, a stock
appreciation right may be granted either at or after the time of the grant of
the non-qualified option. In the case of an incentive option, a stock
appreciation right may be granted only at the time of the grant of the incentive
option. Shares of restricted stock may also be awarded either alone or in
addition to other awards granted under the plan. The board of directors or the
committee determines the eligible persons to whom, and the time or times at
which, grants of restricted stock will be awarded, the number of shares to be
awarded, the price (if any) to be paid by the holder, the time or times within
which such awards may be subject to forfeiture, the vesting schedule and rights
to acceleration thereof, and all other terms and conditions of the awards.
Shares of deferred stock may be awarded either alone or in addition to other
awards granted under the plan. The board of directors or committee determines
the eligible persons to whom and the time or times at which grants of deferred
stock will be awarded, the number of shares of deferred stock to be awarded to
any person, the duration of the period during which, and the conditions under
which, receipt of the shares will be deferred, and all the other terms and
conditions of the awards.

         Each plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the board of directors
may declare that each option granted under a plan shall terminate as of a date
to be fixed by the board of directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.

                                       31
<PAGE>

         All plan options are non-assignable and non-transferable, except by
will or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. The board of directors may
amend, suspend or terminate either plan at any time, except that no amendment
shall be made which:

         * increases the total number of shares subject to the plan or changes
The minimum purchase price thereof (except in either case in the event of
adjustments due to changes in our capitalization),

         * affects outstanding plan options or any exercise right thereunder,

         * extends the term of any plan option beyond 10 years, or

         * extends the termination date of the plan.

         Unless the plan has been suspended or terminated by the board of
directors, each plan will terminate on 10 years from the date of the respective
plan's adoption. Any such termination of the plan will not affect the validity
of any plan options previously granted thereunder.

EMPLOYMENT AGREEMENTS

         Gary Wolfson. Effective August 1, 2004, we entered into an employment
agreement with our chief executive officer, Gary Wolfson. The agreement is for a
term of three years unless either the Company or the employee terminates the
agreement, and contains confidentiality clauses. As consideration for the
employee's services, the Company has agreed to a base salary of $150,000 per
annum plus benefits, for time actually devoted to duties on behalf of the
Company. On each successive anniversary date of this agreement, the Board shall
review the base compensation and at its sole discretion may elect to increase
the base salary at any time, but not decrease it. If the Board takes no action,
the base salary shall increase a minimum of 10% annually. The executive is
entitled to a discretionary bonus of 25% of base salary determined by the CEO or
Board of Directors. In addition, the employee shall be granted stock options
equal in number to the previous employment year (1,250,000 for the employment
year ended July 31, 2005) plus an additional 25% to purchase shares of the
Company's common stock at a price equal to 60% of the average closing price for
the month of July, the final month of the employment year. The stock options
have an expiration date five years from the grant date. These options contain
anti-dilutive provisions. In fiscal 2004, in connection with this agreement, the
executive was granted stock options to purchase 1,562,500 common shares at $.06
per share and in fiscal 2005, in connection with this agreement, the executive
was granted stock options to purchase 1,953,125 common shares at $.041 per
share. On November 1, 2004, the executive was granted restricted shares of
common stock equal to two times the number of options granted under this
employment agreement. In connection with this employment agreement, in November
2004, the Company issued 3,125,000 common shares. In the event the Company's
common stock is approved for listing on the American Stock Exchange or the
Nasdaq SmallCap Market, the Executive will be granted 2.5% of the Company's
outstanding shares on the first day of trading on the new exchange.

         Kenneth Clinton. Effective August 1, 2004, the Company entered into an
employment agreement with its chief operating officer and subsequently elevated
to president, Kenneth Clinton. The agreement is for a term of three years unless
either the Company or the employee terminates the agreement, and contains
confidentiality clauses. As consideration for the employees' services, the
Company has agreed to a base salary of $125,000 per annum plus benefits, for
time actually devoted to duties on behalf of the Company. On each successive
anniversary date of this agreement, the Board shall review the base compensation
and at its sole discretion may elect to increase the base salary at any time,
but not decrease it. If the Board takes no action, the base salary shall
increase a minimum of 10% annually. The executive is entitled to a discretionary
bonus of 25% of base salary determined by the CEO or Board of Directors. In
addition, the employee shall be granted stock options equal in number to the
previous employment year (1,250,000 for the employment year ended July 31, 2005)
plus an additional 25% to purchase shares of the Company's common stock at a
price equal to 60% of the average closing price for the month of July, the final
month of the employment year. The stock options have an expiration date five
years from the grant date. These options contain anti-dilutive provisions. In
fiscal 2004, in connection with this agreement, the executive was granted stock
options to purchase 1,562,500 common shares at $.06 per share. In fiscal 2005,
in connection with this agreement, the executive was granted stock options to
purchase 1,953,125 common shares at $.041 per share. On November 1, 2004, the
executive was granted restricted shares of common stock equal to two times the
number of options granted under this employment agreement. In connection with
this employment agreement, in November 2004, the Company issued 3,125,000 common
shares. In the event the Company's common stock is approved for listing on the
American Stock Exchange or the Nasdaq SmallCap Market, he Executive will be
granted 2.5% of the Company's outstanding shares on the first day of trading on
the new exchange.

                                       32
<PAGE>

SEPARATION AND SEVERANCE AGREEMENT

         In August 2004, we entered into an employment agreement with Dr. James
Wang, then our Chairman and President. The agreement was for a term of three
years unless either party terminated the agreement, and contained
confidentiality clauses. As consideration for his services, we agreed to pay Dr.
Wang a base salary of $140,000 per annum plus benefits, for time actually
devoted to duties on our behalf. In addition, Dr. Wang was to be granted stock
options equal in number to the previous employment year (1,250,000 for the
employment year ending July 31, 2004) plus an additional 25% to purchase shares
of our common stock at a price equal to 60% of the average closing price for the
month of July, the final month of the employment year. The stock options had an
expiration date five years from the grant date. In connection with this
agreement, Dr. Wang was granted options to purchase 1,562,500 shares of our
common stock at $.06 per share. On December 13, 2004, the employment agreement
with Dr. Wang was cancelled. In connection with this employment agreement, in
November 2004, the Company was to issue 3,125,000 common shares to Dr. Wang.
These shares were not delivered to Dr. Wang and in management's opinion are not
issuable due to the Separation and Severance Agreement. Currently, Dr. Wang is
disputing this position. During negotiations, Dr. Wang stated on advice of
counsel that he could not maintain his employment agreement or any of its
benefits if he did not continue as an employee of GTEC. The Company plans to
vigorously defend its position and believes that any settlement, if any, will
not have a material adverse effect on its financial condition.

         On December 13, 2004, we entered into a Separation and Severance
Agreement with Dr. Wang. Under the terms of this agreement, to which Yastock and
Shanghai Yastand Information Technology Company, Limited ("Yastand"), were also
parties, effective December 13, 2004, Dr. Wang resigned as President, Chairman
of the Board and as a member of our Board of Directors, and the foregoing
employment agreement dated August 1, 2004, including all rights, benefits and
obligations pursuant thereto was terminated.

         The Separation and Severance Agreement provided for the following
severance provisions:

         * We transferred our ownership interest in and to Yastock and Yastand,
free and clear of all liens, pledges, hypothecation, option, contract and other
encumbrance, to Messrs. Robert Zhuang and Lawrence Wang, the previous owners.

         * Yastock and Yastand agreed to transfer all rights and privileges to
certain agreement to us.

         * We transferred to Yastock two-thirds of our ownership interest in the
joint venture with CIIC Investment Banking Services Company, Limited, free and
clear of all liens, pledges, hypothecation, option, contract and other
encumbrance.

         * We issued Dr. Wang 562,500 shares of our common stock pursuant to our
2004 Stock Option Plan, which shares were registered under an effective
registration statement on Form S-8.

         * We paid Dr. Wang $100,000 on the day after we file this annual report
on Form 10-KSB for the year ended September 30, 2004 with the SEC and the annual
report is accepted by the SEC Edgar filing system.

         * Dr. Wang agreed to provide substantial assistance to us in the
preparation of this annual report and organization of all audits of
subsidiaries.

         * Dr. Wang also agreed to assist us in maintaining a positive
relationship between the Company and our subsidiary, Chorry.

         * Dr. Wang's options to purchase 1,500,000 shares of our common stock
which are exercisable at an exercise price of $0.06 cents per share received
pursuant to the above-described employment agreement terminated on December 13,
2005, unless exercised prior thereto. As of September 30, 2005, 437,500 options
were exercised and the remaining options expired without exercise.

         * For a period of three years, Dr. Wang, Yastock and Yastand shall not
(i) without first obtaining our written consent, directly or indirectly, do
business with any of our past or current customers, or (ii) directly or
indirectly, solicit or proposition, or otherwise attempt to induce any of our
customers to terminate their relationships with our company.

         * We transferred to Yastock 95,000 shares of Dragon International Group
Corp. common stock owned by us which were valued at December 13, 2004, the date
of the Separation Agreement at approximately $51,000.

         * We agreed that if Dr. Wang is made a party, is threatened to be made
a party, to any action, suit or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that Dr. Wang was a
director, officer, or employee of our company, or was serving at the request of
our company as a director, officer, member, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, including
service with respect to employee benefit plans, whether or not the basis of such
proceeding is Dr. Wang's alleged action in an official capacity while serving as
a director, officer, member, employee, or agent, to indemnify and hold Dr. Wang
harmless to the fullest extent legally permitted or authorized by our Articles
of Incorporation, Bylaws, or resolutions of our Board of Directors, or, if
greater, by the laws of the State of Florida.

                                       33
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth, as of January 5, 2006, 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., 7900 Glades
Road, Suite 420, Boca Raton FL 33434. 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 January 10, 2005, there were 70,996,966 shares of our common stock issued and
outstanding. The issued and outstanding shares do not include 15,309,216 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
--------------------         ------------------     --------------------
Gary Wolfson                     9,636,625(1)              13.57%
Kenneth Clinton                 10,002,867(2)              14.01%
Adam Wasserman                   1,393,738                  2.00%
Dr. Shaohua Tan                  1,562,500(3)               2.20%

All executive officers
and directors as a group
(four persons)                  21,588,861                  27.0%
_________
(1) Mr. Wolfson's holdings include options to purchase 4,865,625 shares of
    common stock. Of his shares, 3,224,052 are held in a trust for Mr. Wolfson's
    children for whom he is one of three trustees.
(2) Mr. Clinton's holdings include options to purchase 4,865,625 shares of
    common stock.
(3) Represents options to purchase 1,562,500 shares of common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Dr. James Wang, a former officer and director or our company, advanced
funds to us for working capital purposes. The advances were non-interest bearing
and were repaid prior to September 30, 2004.

         From time to time, Mr. Wang Wuzhang, the minority shareholder and CEO
of our Chorry subsidiary, advanced funds to this subsidiary which is used for
working capital purposes. At September 30, 2005 we owed Mr. Wang $535,192. These
advances are non-interest bearing and are payable on demand.

         On April 1, 2002, we borrowed $80,000 from Fugen Li, an individual who
is Dr. Wang's father-in-law. The loan bears interest at 10% per annum and is
unsecured. All unpaid principal and accrued interest was payable on April 1,
2003. In connection with the default, we recorded a beneficial conversion
feature of $20,000, which was recorded as interest expense for the year ended
September 30, 2003. In June 2004 we repaid the entire principal amount of this
loan plus all accrued interest.

                                       34
<PAGE>

ITEM 13. EXHIBITS

2.1      Agreement and Plan of Reorganization between Virginia City Gold Mines,
         Inc. and Psychicnet.com, Inc. dated March 8, 1999 (1)
2.2      Agreement and Plan of Merger between Newagecities.com, Inc., New Leaf
         Distributing Company and Al-Wali Corporation, dated April 6, 2001. (4)
2.3      Agreement and Plan of Reorganization and Stock Purchase Agreement
         between Newagecities.com, Inc. and Genesis Systems, Inc. (5)
2.4      Stock Purchase Agreement by and Among Newagecities.com and PropaMedia
         (6)
2.5      Stock Purchase Agreement by and Among Newagecities.com and G-Choice (6)
2.6      Stock Purchase Agreement dated November 15, 2001 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. (7)
2.7      Stock Purchase Agreement dated December 1, 2001 by and between Genesis
         Technology Group, Inc, Yastock Investment Consulting Company, Limited
         and the majority shareholders of Yastock Investment Consulting Company,
         Limited. (7)
2.8      Agreement and Plan of Merger And Reorganization by and among
         theNETdigest.Com, Inc. as Acquiror, Shanghai G-Choice Science &
         Technology Company Ltd as Acquiree and the Shareholders of Shanghai
         G-Choice Science & Technology Company Ltd. (9)
2.9      Agreement for purchase of LLC Membership Interests in Extrema LLC dated
         August 12, 2004(2)
2.10     Merger Agreement and Plan of Reorganization (1)
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)
4.1      Subscription Agreement (13)
4.2      Articles of Amendment Designating Rights of Series A 6% Cumulative
         Convertible Preferred Stock (13)
4.3      Form of Warrant (13)
10.1     Genesis Technology Group, Inc. 2002 Stock Option Plan. (8)
10.2     Genesis Technology Group Amendment No.1 to 2002 Stock Option Plan. (11)
10.3     Genesis Technology Group 2003 Stock Option Plan. (12)
10.4     Employment Agreement with Gary Wolfson dated August 1, 2004(2)
10.5     Employment Agreement with Kenneth Clinton dated August 1, 2004(2)
10.6     Separation and severance agreement with James Wang dated December 10,
         2004 (2)
10.7     Joint Venture Agreement with Global Boardroom Solutions, Inc., a
         division of Custage International, Inc. dated June 1, 2004 (2)
10.8     Real Estate Contract for Extrema including Guarantee Signed by Genesis
         (2)
10.9     Employment Agreement with Dr. Li Shaoqing (2)
10.10    Stock Purchase Agreement dated November 2, 2005 with Dragon Venture (3)
10.11    Amendment number 1 to the 2004 Stock Option Plan (10)
10.12    General Partnership Agreement dated December 30, 2005 between Genesis
         Equity Partners, LLC and Jin Ma Group, Ltd.*
14.1     Code of Business Conduct and Ethics *
21.1     Subsidiaries of the small business issuer *
31.1     Section 302 Certification of Chief Executive Officer *
31.2     Section 302 Certification of Chief Financial Officer *
32.1     Section 906 Certification of Chief Executive Officer *
32.2     Section 906 Certification of Chief Financial Officer *
_________
(1)      Incorporated by reference to exhibits filed with the registration
         statement on Form SB-2 as filed on September 1, 1999
(2)      Incorporated by reference to exhibits filed with our annual report on
         Form 10-KSB for the fiscal year ended September 30, 2004.
(3)      Incorporated by reference to exhibit filed with the Current Report on
         Form 8-K as filed on November 15, 2005.
(4)      Incorporated by reference to exhibits filed with the Current Report on
         Form 8-K as filed on April 23, 2001.
(5)      Incorporated by reference to exhibits filed with the Current Report on
         Form 8-K as filed on August 16, 2001.
(6)      Incorporated by reference to exhibits filed with the Current Report on
         Form 8-K as filed on September 12, 2001.
(7)      Incorporated by reference to exhibits filed with the Current Report on
         Form 8-K as filed on January 14, 2002.
(8)      Incorporated by reference to exhibits filed with the registration
         statement on Form S-8 filed on March 26, 2002.
(9)      Incorporated by reference to exhibits filed with the Current Report on
         Form 8-K as filed on July 15, 2002.
(10)     Incorporated by reference to exhibit filed with the registration
         statement on Form S-8 as filed on September 30, 2005.
(11)     Incorporated by reference to exhibits filed with the registration
         statement on Form S-8 as filed on December 17, 2002.
(12)     Incorporated by reference to exhibits filed with the registration
         statement on Form S-8 as filed on June 5, 2003.
(13)     Incorporated by reference to exhibits with the Current Report on Form
         8-K as filed on January 22, 2004.

*        Filed herewith

                                       35
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         Sherb & Co., LLP served as our independent registered public accounting
firm for fiscal 2005 and 2004. The following table shows the fees that were
billed for the audit and other services provided by each of this firm for the
2005 and 2004 fiscal years.

                                            Fiscal 2005       Fiscal 2004
                                            -----------       -----------

Audit Fees ..........................         $65,500           $55,500
Audit-Related Fees ..................         $     0           $     0
Tax Fees ............................         $ 5,000           $     0
All Other Fees ......................         $     0           $     0
                                              -------           -------
         Total ......................         $70,500           $55,500
                                              =======           =======

         Audit Fees - This category includes the audit of our annual financial
statements, review of financial statements included in our Form 10-QSB Quarterly
Reports and services that are normally provided by the independent auditors in
connection with engagements for those fiscal years. This category also includes
advice on audit and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements.

         Audit-Related Fees - This category consists of assurance and related
services by the independent auditors that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported above under "Audit Fees." The services for the fees disclosed under
this category include consultation regarding our correspondence with the SEC and
other accounting consulting.

         Tax Fees - This category consists of professional services rendered by
our independent auditors for tax compliance and tax advice. The services for the
fees disclosed under this category include tax return preparation and technical
tax advice.

         All Other Fees - This category consists of fees for other miscellaneous
items.

         Our Board of Directors has adopted a procedure for pre-approval of all
fees charged by the our independent auditors. Under the procedure, the Board
approves the engagement letter with respect to audit, tax and review services.
Other fees are subject to pre-approval by the Board, or, in the period between
meetings, by a designated member of Board. Any such approval by the designated
member is disclosed to the entire Board at the next meeting. The audit and tax
fees paid to the auditors with respect to fiscal year 2005 were pre-approved by
the entire Board of Directors.

                                       36
<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.

                                      GENESIS TECHNOLOGY GROUP, INC.

                                      By: /s/ Gary Wolfson
                                          ----------------
                                      Gary Wolfson,
Dated: January 13, 2006               Chief Executive Officer
                                      principal executive officer


                                      By: /s/ Adam Wasserman
                                          ------------------
                                      Adam Wasserman,
Dated: January 13, 2006               Chief Financial Officer,
                                      principal financial and accounting 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/ Gary Wolfson             Chief Executive Officer            January 13, 2006
----------------             and Director
Gary Wolfson

/s/ Adam Wasserman           Chief Financial Officer            January 13, 2006
------------------
Adam Wasserman

/s/ Ken Clinton              President and Director             January 13, 2006
---------------
Ken Clinton

/s/ Shaohua Tan              Director                           January 13, 2006
---------------
Shaohua Tan

                                       37
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS

Report of Independent Registered Public Accounting Firm ...................  F-2

  Consolidated Financial Statements:

    Consolidated Balance Sheet ............................................  F-3

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

    Consolidated Statement of Shareholders' Equity ........................  F-5

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

  Notes to Consolidated Financial Statements ......................  F-7 to F-34

                                       F-1

<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Genesis Technology Group, Inc
Boca Raton, Florida

         We have audited the accompanying consolidated balance sheet of Genesis
Technology Group, Inc. and Subsidiaries as of September 30, 2005, and the
related consolidated statements of operations, shareholders' equity and cash
flows for the years ended September 30, 2005 and 2004. 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 the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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, 2005, and the
results of their operations and their cash flows for the years ended September
30, 2005 and 2004, in conformity with accounting principles generally accepted
in the United States of America.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has an accumulated deficit of $19,389,921 and
has net losses and cash used in operations of $3,726,929 and $1,443,081,
respectively, for the year ended September 30, 2005. This raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 5. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

                                                    /s/ Sherb & Co., LLP
                                                    Certified Public Accountants

Boca Raton, Florida
January 12, 2006

                                       F-2
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2005

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents .....................................  $     17,887
  Marketable equity securities, at market .......................       274,302
  Assets from discontinued operations ...........................     1,331,887
                                                                   ------------

    Total Current Assets ........................................     1,624,076

PROPERTY AND EQUIPMENT - Net ....................................        23,556

OTHER ASSETS:
  Other assets ..................................................        71,410
                                                                   ------------

    Total Assets ................................................  $  1,719,042
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses .........................  $     54,177
  Deferred revenue ..............................................        13,333
  Liabilities of discontinued operations ........................     1,267,255
                                                                   ------------

    Total Current Liabilities ...................................     1,334,765
                                                                   ------------

MINORITY INTEREST ...............................................        10,053
                                                                   ------------

SHAREHOLDERS' EQUITY:
  Preferred stock ($.001 Par Value; 20,000,000 Shares Authorized)             -
  Convertible preferred stock Series A ($.001 Par Value; 218,000
     Shares Authorized; 97,500 shares issued and outstanding) ...            97
  Common stock ($.001 Par Value; 200,000,000 Shares Authorized;
     69,462,097 shares issued and outstanding) ..................        69,462
  Additional paid-in capital ....................................    20,117,111
  Accumulated deficit ...........................................   (19,389,921)
  Less: Deferred compensation ...................................      (313,457)
  Accumulated other comprehensive loss ..........................      (109,068)
                                                                   ------------

    Total Shareholders' Equity ..................................       374,224
                                                                   ------------

    Total Liabilities and Shareholders' Equity ..................  $  1,719,042
                                                                   ============

                 See notes to consolidated financial statements

                                       F-3
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                         For the Year Ended
                                                           September 30,
                                                    ---------------------------
                                                        2005            2004
                                                    ------------   ------------

NET REVENUES .....................................  $    154,580   $    465,076
                                                    ------------   ------------

OPERATING EXPENSES:
   Consulting ....................................       211,510        186,586
   Salaries and non-cash compensation ............     1,883,201      1,208,281
   Severance expense .............................       329,343              -
   Selling, general and administrative ...........       717,205        830,735
                                                    ------------   ------------

      Total Operating Expenses ...................     3,141,259      2,225,602
                                                    ------------   ------------

LOSS FROM OPERATIONS .............................    (2,986,679)    (1,760,526)
                                                    ------------   ------------

OTHER INCOME (EXPENSE):
   Loss from sale of marketable securities .......             -        (18,355)
   Settlement income .............................             -        196,650
   Loss on abandonment of property and equipment .        (2,444)             -
   Interest income ...............................         2,911          4,418
   Interest expense ..............................             -         (8,800)
                                                    ------------   ------------

      Total Other Income (Expense) ...............           467        173,913
                                                    ------------   ------------

LOSS BEFORE DISCONTINUED OPERATIONS, INCOME TAXES
  AND MINORITY INTEREST ..........................    (2,986,212)    (1,586,613)
                                                    ------------   ------------

DISCONTINUED OPERATIONS:
   Loss from disposal of discontinued operations .      (377,346)             -
   Loss from discontinued operations .............      (365,568)        (4,389)
                                                    ------------   ------------

      Total Loss from Discontinued Operations ....      (742,914)        (4,389)
                                                    ------------   ------------

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST ...    (3,729,126)    (1,591,002)

PROVISION FOR INCOME TAXES .......................             -              -
                                                    ------------   ------------

LOSS BEFORE MINORITY INTEREST ....................    (3,729,126)    (1,591,002)

MINORITY INTEREST IN LOSS OF SUBSIDIARY ..........         2,197              -
                                                    ------------   ------------

NET LOSS .........................................    (3,726,929)    (1,591,002)

BENEFICIAL CONVERSION FEATURE-PREFERRED STOCK ....             -       (500,000)
                                                    ------------   ------------

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS .....  $ (3,726,929)  $ (2,091,002)
                                                    ============   ============

BASIC AND DILUTED LOSS PER COMMON SHARE:
   Loss from continuing operations ...............  $      (0.05)  $      (0.05)
   Loss from discontinued operations .............         (0.01)         (0.00)
                                                    ------------   ------------

   Net loss per common share .....................  $      (0.06)  $      (0.05)
                                                    ============   ============

   Weighted Common Shares Outstanding
    - Basic and Diluted ..........................    61,248,209     44,100,622
                                                    ============   ============

                 See notes to consolidated financial statements

                                       F-4
<PAGE>
<TABLE>
                                         GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                         For the Years Ended September 30, 2005 and 2004

<CAPTION>
                                                       Preferred Stock Series A
                                                           $.001 Par Value         Common Stock, $.001 Par Value
                                                     ---------------------------   -----------------------------     Additional
                                                       Number of                     Number of                        Paid-in
                                                        Shares         Amount         Shares          Amount          Capital
                                                     ------------   ------------   -------------   -------------   -------------
<S>                                                  <C>            <C>            <C>             <C>             <C>
Balance, September 30, 2003 ........................            -   $          -      36,323,824   $      36,324   $  14,203,424

Stock options granted to consultants and employees .            -              -               -               -         459,752

Common stock issued for services ...................            -              -         711,000             711         210,849

Shares issued  from exercise of stock options for
  cash and accrued salaries ........................            -              -       8,260,454           8,260         913,552

Amortization of deferred consulting fees ...........            -              -               -               -               -

Preferred stock issued under private placement .....      200,000            200               -               -       1,902,275

Beneficial conversion feature - preferred stock ....            -              -               -               -         500,000

Conversion of preferred stock to common stock ......     (102,500)          (103)      4,434,718           4,435          (4,332)

Common stock issued in connection with acquisition .            -              -       1,369,697           1,370         217,781

Write off of subscriptions receivable deemed
  uncollectible ....................................            -              -               -               -               -

Other comprehensive income:
   Net loss ........................................            -              -               -               -               -
   Comprehensive loss - change in unrealized loss
     on marketable equity securities-net of taxes
     of $0 .........................................            -              -               -               -               -


   Total comprehensive loss ........................            -              -               -               -               -
                                                     ------------   ------------   -------------   -------------   -------------

Balance, September 30, 2004 ........................       97,500             97      51,099,693          51,100      18,403,301

Stock options granted to director and employees ....            -              -               -               -         149,639

Common stock issued for services ...................            -              -      17,336,015          17,336       1,476,489

Shares issued  from exercise of stock options for
  cash and accrued salaries ........................            -              -         463,889             464          26,369

Shares issued in connection with severance agreement            -              -         562,500             562          61,313

Amortization of deferred compensation ..............            -              -               -               -               -

Other comprehensive income:
   Net loss ........................................            -              -               -               -               -
   Comprehensive loss - change in unrealized loss
     on marketable equity securities and foreign
     currency exchange -net of taxes of $0 .........            -              -               -               -               -


   Total comprehensive loss ........................            -              -               -               -               -
                                                     ------------   ------------   -------------   -------------   -------------

Balance, September 30, 2005 ........................       97,500   $         97      69,462,097   $      69,462   $  20,117,111
                                                     ============   ============   =============   =============   =============
                                                                                                                    (continued)
                                          See notes to consolidated financial statements

                                                               F-5A
</TABLE>
<PAGE>
<TABLE>
                                         GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                         For the Years Ended September 30, 2005 and 2004
                                                           (continued)
<CAPTION>


                                                                                                                      Total
                                                     Accumulated      Deferred     Subscriptions   Comprehensive   Shareholders'
                                                       Deficit      Compensation     Receivable    Income (Loss)      Equity
                                                     ------------   ------------   -------------   -------------   -------------
<S>                                                  <C>            <C>            <C>             <C>             <C>
Balance, September 30, 2003 ........................ $(13,571,990)  $   (252,417)  $    (120,150)  $     (39,383)  $     255,808

Stock options granted to consultants and employees .            -       (424,653)              -               -          35,099

Common stock issued for services ...................            -        (76,500)              -               -         135,060

Shares issued  from exercise of stock options for
  cash and accrued salaries ........................            -              -          51,050               -         972,862

Amortization of deferred consulting fees ...........            -        480,132               -               -         480,132

Preferred stock issued under private placement .....            -              -               -               -       1,902,475

Beneficial conversion feature - preferred stock ....     (500,000)             -               -               -               -

Conversion of preferred stock to common stock ......            -              -               -               -               -

Common stock issued in connection with acquisition .            -              -               -               -         219,151

Write off of subscriptions receivable deemed
  uncollectible ....................................            -              -          43,700               -          43,700

Other comprehensive income:
   Net loss ........................................   (1,591,002)             -               -               -      (1,591,002)
   Comprehensive loss - change in unrealized loss
     on marketable equity securities-net of taxes
     of $0 .........................................            -              -               -         187,955         187,955
                                                                                                                   -------------

   Total comprehensive loss ........................            -              -               -               -      (1,403,047)
                                                     ------------   ------------   -------------   -------------   -------------

Balance, September 30, 2004 ........................  (15,662,992)      (273,438)        (25,400)        148,572       2,641,240

Stock options granted to director and employees ....            -       (101,562)              -               -          48,077

Common stock issued for services ...................            -     (1,149,176)              -               -         344,649

Shares issued  from exercise of stock options for
  cash and accrued salaries ........................            -              -            (850)              -          25,983

Shares issued in connection with severance agreement            -              -          26,250               -          88,125

Amortization of deferred compensation ..............            -      1,210,719               -               -       1,210,719

Other comprehensive income:
   Net loss ........................................   (3,726,929)             -               -               -      (3,726,929)
   Comprehensive loss - change in unrealized loss
     on marketable equity securities and foreign
     currency exchange -net of taxes of $0 .........            -              -               -        (257,640)       (257,640)
                                                                                                                   -------------

   Total comprehensive loss ........................            -              -               -               -      (3,984,569)
                                                     ------------   ------------   -------------   -------------   -------------

Balance, September 30, 2005 ........................ $(19,389,921)  $   (313,457)  $           -   $    (109,068)  $     374,224
                                                     ============   ============   =============   =============   =============

                                          See notes to consolidated financial statements

                                                               F-5B
</TABLE>
<PAGE>
<TABLE>
                             GENESIS TECHNOLOGY GROUP, INC AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                               For the Year Ended
                                                                                 September 30,
                                                                          ---------------------------
                                                                              2005           2004
                                                                          -----------     -----------
<S>                                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss from continuing operations ...............................    $(2,984,015)    $(1,586,613)
   Adjustments to reconcile net loss to net cash used in operating
     activities:
     Depreciation and amortization ...................................         10,435          22,008
     Loss on sale of marketable securities ...........................              -          18,355
     Common stock issued and forgiveness of subscription for severance         88,125               -
     Settlement income ...............................................              -        (196,650)
     Severance expense ...............................................        121,608               -
     Stock-based compensation and consulting .........................      1,603,445         650,263
     Write off of subscription receivable ............................              -          43,700
     Loss on abandonment of leasehold improvements ...................          2,444               -
     Minority interest ...............................................         (2,197)         12,250
     Marketable securities received for services .....................       (114,000)       (142,083)
     Marketable securities distributed for settlement ................         22,800         107,750
   Changes in assets and liabilities:
     Accounts receivable .............................................              -           1,068
     Prepaid and other current assets ................................        100,644        (106,287)
     Other assets ....................................................         28,927         (31,888)
     Accounts payable and accrued expenses ...........................        (63,753)        478,068
     Deferred revenue ................................................        (37,500)        (95,000)
                                                                          -----------     -----------

   Net cash used in continuing operations activities .................     (1,223,037)       (825,059)
                                                                          -----------     -----------

   Loss from discontinued operations .................................       (742,914)         (4,389)
   Adjustments to reconcile loss from discontinued operations to net
     cash used in discontinued operating activities:
     Impairment of assets ............................................        441,328               -
     Net increase in assets of discontinued operations ...............        (60,475)       (202,349)
     Net increase in liabilities of discontinued operations ..........        142,017           2,271
                                                                          -----------     -----------

   Net cash used in discontinued operations ..........................       (220,044)       (204,467)
                                                                          -----------     -----------

NET CASH USED IN OPERATING ACTIVITIES ................................     (1,443,081)     (1,029,526)
                                                                          -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash paid for acquisition, net ....................................              -         (40,501)
   Proceeds from sale of marketable securities .......................              -         233,551
   Purchase of marketable securities .................................              -         (48,000)
   Investment in cost-method investee ................................              -         (60,000)
   Capital expenditures ..............................................         (6,682)        (28,264)
                                                                          -----------     -----------

NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES ............         (6,682)         56,786
                                                                          -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sale of preferred stock, net ........................              -       1,902,475
   Payments on notes payable-related party ...........................              -          (2,500)
   Due to related parties ............................................              -         106,080
   Proceeds from exercise of stock options ...........................         25,983         355,324
                                                                          -----------     -----------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES ......................         25,983       2,361,379
                                                                          -----------     -----------

EFFECT OF EXCHANGE RATE CHANGES IN CASH ..............................          5,479            (423)
                                                                          -----------     -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .................     (1,418,301)      1,388,216

CASH AND CASH EQUIVALENTS - beginning of year ........................      1,436,188          47,972
                                                                          -----------     -----------

CASH AND CASH EQUIVALENTS - end of year ..............................    $    17,887     $ 1,436,188
                                                                          ===========     ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:

     Cash paid for:
       Interest ......................................................    $         -     $         -
                                                                          ===========     ===========
       Income taxes ..................................................    $         -     $         -
                                                                          ===========     ===========

     Non-cash investing and financing activities:
       Common stock issued for accrued salary and debt ...............    $         -     $   617,568
                                                                          ===========     ===========

                            See notes to consolidated financial statements.

                                                  F-6
</TABLE>
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Genesis Technology Group, Inc. (the "Company" or "Genesis") is a business
development firm that specializes in assisting small and mid-sized companies in
entering the Chinese market. Through December 2005, the Company owned 80% of a
company selling computer hardware and peripherals in China, and derived
approximately 98% of its revenues from the sale of computer hardware and
peripherals. The Company's strategy includes marketing itself as a resource for
small and mid-sized companies in marketing, distribution, manufacturing, forming
joint ventures, or establishing a base in China. The strategy also envisions and
promotes opportunities for synergistic business relationships among all of the
companies that Genesis works with, both clients and subsidiaries.

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. 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.

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. to better reflect the Company's current business plan.

On November 15, 2001, the Company entered into a Stock Purchase Agreement with
Shanghai Chorry Technology Development Co., Limited ("Chorry") and Chorry's
shareholder and acquired an 80% interest in Chorry. Chorry was formerly known as
Shanghai Zhaoli Technology Development Company Ltd. Chorry is a Chinese company
with principal offices in Shanghai, China. On November 2, 2005, the Company
entered into a stock purchase agreement with Dragon Ventures (OTC: DRGV), a
Nevada public corporation, for the sale of Chorry. The Company plans on closing
on transaction no later than January 31, 2006 (See Note 3 - Discontinued
Operations). Accordingly, Chorry is reported as a discontinued operation, and
prior periods have been restated in the Company's financial statements and
related footnotes to conform to this presentation.

                                       F-7
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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

The Company (Continued)

On December 1, 2001, the Company entered into a Stock Purchase Agreement with
Yastock Investment Consulting Company, Limited ("Yastock") and the shareholders
of Yastock. Yastock 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. On December 13, 2004, in connection
with a Separation and Severance Agreement with the Company's former President
and Chairman, Dr. James Wang, the Company transferred its ownership interest in
Yastock, free and clear of all liens, pledges, hypothecation, option, contract
and other encumbrance, to the previous owners.

On June 1, 2004, the Company entered into a joint venture agreement with Global
Boardroom Solutions, Inc. ("GBS"), a division of Custage International, Inc, a
Florida corporation. In connection with this partnership, the Company
incorporated Genesis Latin America, Inc. ("GLA"), which it owns 51% and 49% is
owned by GBS. To date, the Company invested $12,750 and GBS has invested
$12,250. GLA was formed to bridge Chinese business interests to qualified
counterparts in the Southern Hemisphere. GBS was entitled to receive an options
to purchase three shares of our common stock^, with an exercise price of $0.30
per share, for every US dollar of revenue, cash flow or other measurement that
the parties agree upon, that GLA earns and flows as certifiable revenues to us.
These options had an expiration date 24 months from the date of grant. To date,
GLA has no revenues and minimal expenses. Currently, the Company is no longer
pursuing this joint venture.

Effective September 8, 2004, the Company acquired 60% of the common stock of
Extrema LLC ("Extrema"), a Miami-based computer hardware wholesaler. On May 1,
2005, the shareholders of Extrema unanimously agreed to discontinue the
operations of Extrema because of (a) the disappointing performance of Extrema
including continuing operating losses; (b) the Company's lack of ability to
obtain working capital loans to finance the purchase of inventory and to finance
accounts receivable (See Note 3); and (c) the Company's decision to consolidate
all trading and sourcing activities into its new subsidiary, GHK, located in
Hong Kong.

In April 2005, the Company incorporated a new subsidiary, Genesis (Hong Kong)
OEM Direct, Ltd. ('GHK'). GHK's purpose was to consolidate certain sales
channels and related trading activities of the Company. Management of the
Company believed that GHK would be able to leverage its position as first-tier
distributor and its access to superior technology to develop and market LCD's
and LCD products. As of September 30, 2005, GHK had no revenues, had minimal
expenses and is inactive.

                                       F-8
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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

Basis of presentation

The consolidated financial 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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates. Significant estimates in 2005 and
2004 include the valuation of stock-based compensation, and the useful life of
property and equipment.

Fair Value of Financial Instruments

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

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

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.

                                       F-9
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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 and foreign companies and are stated at market value
based on the most recently traded price of these securities at September 30,
2005. All marketable securities are classified as available for sale at
September 30, 2005. 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. Restricted marketable equity securities are
shown as long-term assets. For the purpose of computing realized gains and
losses, cost is identified on a specific identification basis. For marketable
securities for which there is an other-than-temporary impairment, an impairment
loss is recognized as a realized loss.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are
provided using the straight-line method over the estimated economic lives of the
assets, which are from five to seven years. Expenditures for major renewals and
betterments that extend the useful lives of property and equipment are
capitalized. Expenditures for maintenance and repairs are charged to expense as
incurred. In accordance with Statement of Financial Accounting Standards (SFAS)
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the
Company examines the possibility of decreases in the value of property and
equipment when events or changes in circumstances reflect the fact that their
recorded value may not be recoverable.

Income Taxes

The Company files federal and state income tax returns in the United States for
its domestic operations, and files separate foreign tax returns for the
Company's Chinese subsidiaries. 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.

Net Loss per Common Share

Basic loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted loss per
share is computed by dividing net loss by the weighted average number of shares
of common stock, common stock equivalents and potentially dilutive securities
outstanding during each period. As of September 30, 2005, there were options and
warrants to purchase 15,309,216 shares of common stock and 4,202,586 shares
issuable upon conversion of preferred stock which could potentially dilute
future earnings per share.

                                      F-10
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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

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 and
expenses 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. As
of September 30, 2005, the exchange rate for the Chinese Renminbi (RMB) was $1
US for 8.1101 RMB.

The functional and reporting currency is the U.S. dollar. The functional
currency of the Company's Chinese subsidiaries is the local currency. The
financial statements of the subsidiaries are translated into 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 because the Chinese dollar (RMB) fluctuates with the United States
dollar. The cumulative translation adjustment and effect of exchange rate
changes on cash at September 30, 2005 was not material.

On July 21, 2005, China allowed the Chinese RMB to fluctuate ending its
decade-old valuation peg to the U.S. dollar. The new RMB rate reflects an
approximately 2% increase in value against the U.S. dollar. Historically, the
Chinese government has benchmarked the RMB exchange ratio against the U.S.
dollar, thereby mitigating the associated foreign currency exchange rate
fluctuation risk. The Company does not believe that its foreign currency
exchange rate fluctuation risk is significant, especially if the Chinese
government continues to benchmark the RMB against the U.S. dollar.

Comprehensive Loss

The Company uses 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 loss for the years ended September 30, 2005 and 2004
amounted to $ (3,984,569) and $(1,403,047), respectively.

                                      F-11
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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

Stock based compensation

The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. Such
compensation amounts, if any, are amortized over the respective vesting periods
of the option grant. The Company adopted the disclosure provisions of SFAS No.
123, "Accounting for Stock-Based Compensation" and SFAS 148, "Accounting for
Stock-Based Compensation -Transition and Disclosure", which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied. The Company accounts for stock options
and stock issued to non-employees for goods or services in accordance with the
fair value method of SFAS 123.

Had compensation cost for the stock option plan been determined based on the
fair value of the options at the grant dates consistent with the method of SFAS
123, "Accounting for Stock Based Compensation", the Company's net loss and loss
per share would have been changed to the pro forma amounts indicated below for
the years ended September 30, 2005 and 2004:

                                                          2005          2004
                                                      -----------   -----------

Net loss as reported ...............................  $(3,726,929)  $(1,591,002)

Add: Stock-based compensation expense included in
   reported net loss, net of related tax effects ...      161,581             -

Less: total stock-based employee compensation
   expense determined under fair value based method,
   net of related tax effect .......................     (379,802)     (197,642)
                                                      -----------   -----------

Net loss as reported ...............................   (3,945,150)  $(1,788,644)
                                                      ===========   ===========

Basic and diluted loss per common share:
   As reported .....................................  $      (.06)  $      (.05)
                                                      ===========   ===========
   Pro forma .......................................  $      (.06)  $      (.05)
                                                      ===========   ===========

                                      F-12
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash, marketable equity securities, and
accounts receivable, if any. The Company places its cash and marketable
securities 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. The
Company also performs ongoing credit evaluations of its customers to help
further reduce credit risk.

Research and development

Research and development costs, if any, are expensed as incurred. For the year
ended September 30, 2005 and 2004, research and development costs were $0 and
$0, respectively.

Revenue recognition

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

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.

Advertising

Advertising is expensed as incurred. Advertising expenses for the years ended
September 30, 2005 and 2004 was not material.

                                      F-13
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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

Recent accounting pronouncements

In December 2004, the FASB issued SFAS 123R, which replaced SFAS 123 and
superseded APB 25. SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their grant date fair values and requires that such
recognition begin in the first interim or annual period after June 15, 2005,
with early adoption encouraged. In April 2005, the Securities and Exchange
Commission (the "SEC") postponed the effective date of SFAS 123R until the
issuer's first fiscal year beginning after June 15, 2005. The Company will adopt
SFAS 123R in the first quarter of fiscal 2006.

Under SFAS 123R, the pro forma disclosures previously permitted no longer will
be an alternative to financial statement recognition. The Company will apply the
Black-Scholes valuation model in determining the fair value of share-based
payments to employees, which will then be amortized on a straight-line basis
over the requisite service period. The Company will apply the modified
prospective method, which requires that compensation expense be recorded for all
unvested stock options and restricted stock upon adoption of SFAS 123R.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107")
regarding the SEC's interpretation of SFAS 123R and the valuation of share-based
payments for public companies. The Company is evaluating the requirements of
SFAS 123R and SAB 107 and expects that the adoption of SFAS 123R on October 1,
2005 will have a material impact on the Company's consolidated results of
operations and earnings per share beginning in the first quarter of fiscal 2006.

The adoption of the following recent accounting pronouncements did not have a
material impact on the Company's results of operations and financial condition:

      o  SFAS No. 151, "Inventory Costs-An Amendment of ARB No. 43, Chapter 4,"

      o  SFAS No. 153, "Exchanges of Non-monetary Assets-An Amendment of APB
         Opinion No. 29," and

      o  FASB Interpretations No. 47, "Accounting for Conditional Asset
         Retirement Obligations, an interpretation of FASB Statement No. 143."

                                      F-14
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

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

Recent accounting pronouncements (continued)

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154"), which replaces APB Opinion No. 20 "Accounting
Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial
Statements--An Amendment of APB Opinion No. 28." SFAS 154 provides guidance on
the accounting for and reporting of accounting changes and error corrections. It
establishes retrospective application, or the latest practicable date, as the
required method for reporting a change in accounting principle and the reporting
of a correction of an error. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005,
and is required to be adopted by the Company in the first quarter of fiscal
2007. The Company is currently evaluating the effect that the adoption of SFAS
154 will have on its consolidated results of operations and financial condition
but does not expect it to have a material impact.

In November 2005, the FASB issued FSP FAS 115-1 and FAS 124-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments"
("FSP 115-1"), which provides guidance on determining when investments in
certain debt and equity securities are considered impaired, whether that
impairment is other-than-temporary, and on measuring such impairment loss. FSP
115-1 also includes accounting considerations subsequent to the recognition of
an other-than temporary impairment and requires certain disclosures about
unrealized losses that have not been recognized as other-than-temporary
impairments. FSP 115-1 is required to be applied to reporting periods beginning
after December 15, 2005 and is required to be adopted by the Company in the
second quarter of fiscal 2006. The Company is currently evaluating the effect
that the adoption of FSP 115-1 will have on its consolidated results of
operations and financial condition but does not expect it to have a material
impact.

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

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.

                                      F-15
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 2 - PROPERTY AND EQUIPMENT

At September 30, 2005, property and equipment consisted of the following:

                                           Estimated Life
                                           --------------

         Office Furniture                     7 Years       $     15,432
         Computer Equipment and software      3-5 Years           28,938
         Office Equipment                     5 Years              9,990
                                                            ------------
                                                                  54,360

         Less: Accumulated Depreciation                          (30,804)
                                                            ------------

                                                            $     23,556
                                                            ============

For the year ended September 30, 2005 and 2004, depreciation expense amounted to
$10,435 and $22,008, respectively.

NOTE 3 - DISCONTINUED OPERATIONS

Effective September 8, 2004, the Company acquired 60% of the common stock of
Extrema LLC ("Extrema"), a Miami-based computer hardware wholesaler with a
22-year history. The Company accounted for this acquisition using the purchase
method of accounting in accordance with SFAS No. 141. In fiscal 2004, in
connection with the acquisition, the Company issued 1,369,697 shares of common
stock to the seller. The value of the 1,369,697 common shares issued of $.16 per
share or $219,151 was determined based on the average market price of the
Company's common shares over the 5-day period before and after the acquisition
date of September 8, 2004 and paid cash of $63,500. Additionally, in connection
with the acquisition, the seller retained accounts receivable in the amount of
approximately $106,000 which was applied to the purchase price. The purchase
price exceeded the fair value of net assets acquired by $395,062. The Company
applied $150,000 of the excess to customer lists based on the present value of
future cash flows of pending sales orders, which was being amortized over a 36
month period and $15,000 to the fair market value of property and equipment
acquired. The remaining excess of $293,562 has been applied to goodwill. As
described in Note 1, on May 1, 2005, the shareholders of Extrema unanimously
agreed to discontinue the operations of Extrema. Extrema is reported as a
discontinued operation and prior periods have been restated in the Company's
financial statements and related footnotes to conform to this presentation.

                                      F-16
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 3 - DISCONTINUED OPERATIONS (CONTINUED)

As a material subsequent event, on November 2, 2005, the Company entered into a
stock purchase agreement with Dragon Ventures (Pink sheets symbol: DRGV), a
Nevada public corporation, for the sale of its majority-owned subsidiary Chorry.
The agreement is scheduled to close prior to January 31. 2006. The agreement
includes the following provisions:

         (1)      The Company delivered 100% of its shares in Chorry,
                  representing its 80% ownership of that subsidiary, to DRGV.

         (2)      DRGV paid to the Company $500,000 in DRGV's common stock at a
                  price calculated at the average closing price for the 10 days
                  prior to the closing date.

         (3)      For the year ended September 30, 2005, the Company and DRGV
                  shall equally divide the cost of the audit of Chorry.

Accordingly, Chorry is reported as a discontinued operation, and prior periods
have been restated in the Company's financial statements and related footnotes
to conform to this presentation.

The assets and liabilities of Extrema and Chorry are presented in the balance
sheet under the captions "Assets of discontinued operation" and "Liabilities of
discontinued operation". The approximate carrying amounts of the major classes
of these assets and liabilities as of September 30, 2005 are summarized as
follows:

         Assets:
         Cash ..........................................     $  233,000
         Accounts receivable ...........................         45,000
         Inventory .....................................        574,000
         Other assets ..................................        480,000
                                                             ----------

         Assets of discontinued operation ..............     $1,332,000
                                                             ==========

         Liabilities:
         Loan payable ..................................     $  123,000
         Accounts payable and accrued expenses .........        461,000
         Due to related party ..........................        650,000
         Minority interest .............................         33,000
                                                             ----------

         Liabilities of discontinued operation .........     $1,267,000
                                                             ==========

                                      F-17
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 3 - DISCONTINUED OPERATIONS (CONTINUED)

The following table sets forth for the fiscal years indicated selected financial
data of the Company's discontinued operations.

                                                      2005             2004
                                                  ------------     ------------
Revenues .....................................    $ 27,293,816     $ 22,942,763
Cost of sales ................................      26,747,801       22,394,134
                                                  ------------     ------------
Gross profit .................................         546,015          548,629
Operating and other non-operating expenses ...         911,583          553,018
                                                  ------------     ------------
Loss from discontinued operations ............        (365,568)          (4,389)

Loss from disposal of discontinued operations         (377,346)               -
                                                  ------------     ------------

Total loss from discontinued operations ......    $   (742,914)    $     (4,389)
                                                  ============     ============

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.

The Company has a net operating loss carryforward for tax purposes totaling
approximately $7,100,000 and a capital loss carryforward of approximately
$1,000,000 at September 30, 2005 expiring through the year 2025. Internal
Revenue Code Section 382 places a limitation on the amount of taxable income
that can be offset by carryforwards after a change in control (generally greater
than a 50% change in ownership). Temporary differences, which give rise to a net
deferred tax asset, are as follows:

                                                      2005              2004
                                                  -----------       -----------
Deferred tax benefits - current
   Allowance for doubtful accounts .........      $         -       $    20,000
Deferred tax benefits - noncurrent
   Net operating loss carryforward .........        2,598,000         1,444,000
   Capital loss carryforward ...............          380,000           380,000
                                                  -----------       -----------
      Total deferred tax assets ............        2,978,000         1,844,000

Less: Valuation allowance ..................       (2,978,000)       (1,844,400)
                                                  -----------       -----------
                                                  $         -       $         -
                                                  ===========       ===========

                                      F-18
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 4 - INCOME TAXES (CONTINUED)

The table below summarizes the differences between the Company's effective tax
rate and the statutory federal rate as follows for fiscal 2005 and 2004:

                                                         2005        2004
                                                        ------      ------

Computed "expected" tax expense (benefit) .......       (34.0)%     (34.0)%
State income taxes ..............................        (4.0)%      (4.0)%
Other permanent differences .....................        10.0%       15.0%
Change in valuation allowance ...................        28.0%       23.0%
                                                        -----       -----

Effective tax rate ..............................         0.0%        0.0%
                                                        =====       =====

The valuation allowance at September 30, 2005 was $2,978,000. The increase
during fiscal 2005 was $1,133,600.

NOTE 5 - GOING CONCERN

The accompanying consolidated financial statements are prepared assuming the
Company will continue as a going concern. During the year ended September 30,
2005, the Company incurred net losses of $3,726,929 and had negative cash flows
from operations in the amount of $1,443,081. While the Company is attempting to
increase sales and cash flows and reduce costs, the growth has not been
significant enough to support the Company's daily operations. While the Company
believes in the viability of its strategy to improve sales volume and in its
ability to raise additional funds, there can be no assurances to that effect.
The Company's limited financial resources have prevented the Company from
aggressively advertising its products and services to achieve consumer
recognition. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan,
generate increased revenues, reduce costs or merge with a profitable company.
The consolidated financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern. Management
believes that the actions presently being taken to further implement its
business plan and generate additional revenues provide the opportunity for the
Company to continue as a going concern.

NOTE 6 - STOCKHOLDERS' EQUITY

Preferred stock

The Company is authorized to issue 20,000,000 shares of Preferred Stock, par
value $.001, with such designations, rights and preferences as may be determined
from time to time by the Board of Directors.

In January 2004, the Board of Directors established a Series A 6% Cumulative
Convertible Preferred Stock (the "Series A Preferred Stock") authorized to be
issued by the Company, with the designations and amounts thereof, together with
the voting powers, preferences and relative, participating, optional and other
special rights of the shares of each such series, and the qualifications,
limitations or restrictions as follows:

                                      F-19
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Preferred stock (continued)

The authorized number of shares of Series A Preferred Stock shall be 218,000.
Each share of Series A Preferred Stock shall have a stated value equal to $10
(as adjusted for any stock dividends, combinations or splits with respect to
such shares) (the "Stated Value"), and $.001 par value.

The Holders of outstanding shares of Series A Preferred Stock are entitled to
receive preferential dividends in cash out of any funds of the Company legally
available at the time for declaration of dividends before any dividend or other
distribution will be paid or declared and set apart for payment on any shares of
any Common Stock, or other class of stock presently authorized or to be
authorized (the Common Stock, and such other stock being hereinafter
collectively the "Junior Stock") at the rate of 6% simple interest per annum on
the Stated Value per share payable quarterly commencing with the period ending
March 31, 2004 when as and if declared. At the Holder's option, however, the
dividend payments may be made in additional fully paid and non assessable shares
of Series A Preferred Stock at a rate of one share of Series A Preferred Stock
for each $10 of such dividend not paid in cash.

Shares of Series A Preferred Stock shall have the following conversion rights
and obligations:

         (a) Subject to the further provisions in the agreement, each Holder of
shares of Series A Preferred Stock shall have the right at any time commencing
after the issuance to the Holder of Series A Preferred Stock, to convert such
shares into fully paid and non-assessable shares of Common Stock of the Company
determined in accordance with the Conversion Price as defined below (the
"Conversion Price"). All issued or accrued but unpaid dividends may be converted
at the election of the Holder simultaneously with the conversion of principal
amount of Stated Value of Series A Preferred Stock being converted.

         (b) The number of shares of Common Stock issuable upon conversion of
each share of Series A Preferred Stock shall equal (i) the sum of (A) the Stated
Value per share and (B) at the Holder's election accrued and unpaid dividends on
such share, divided by (ii) the Conversion Price. The Conversion Price shall be,
at the election of the Holder, the lesser of: (x) $.36, or (y) 80% of the
Closing Bid Price for the trading day immediately preceding the initial purchase
of Series A Preferred Stock by the first Holder thereof. The Closing Bid Price
shall mean the closing bid price of the Corporation's Common Stock as reported
by the Bloomberg L.P. OTC Bulletin Board or the principal exchange or market
where traded.

On January 16, 2004, the Company consummated a securities purchase agreement
under which the Company agreed to issue $2,000,000 stated value of its newly
created Series A Preferred Stock to several institutional investors. On January
16, 2004 the Company closed its initial Series A Preferred Stock and issued
100,000 shares of Series A Preferred Stock ($1,000,000 stated value) for net
proceeds of $944,987. The Series A Preferred Stock is convertible at $0.232 per
share. In addition, the Company issued warrants to purchase 215,517 shares of
its common stock at $0.3045 on the initial closing.

                                      F-20
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Preferred stock (continued)

On March 31, 2004, the Company closed on the remaining balance of its Series A
Preferred Stock with various institutional investors. As part of this closing
phase, the Company issued 100,000 shares of Series A Preferred Stock ($1,000,000
stated value) for net proceeds of $957,488. These shares of Series A Preferred
Stock are convertible into common stock at $0.232 per share, and included
warrants to purchase 215,517 shares of its common stock exercisable at $0.3045.

On the date of issuance of the Series A Preferred Stock, the effective
conversion price was at a discount to the price of the common stock into which
it was convertible. In fiscal 2004, the Company recorded a $500,000 preferred
stock dividend related to the beneficial conversion feature and the fair value
of the warrants granted in connection with the preferred stock.

In connection with the preferred stock offering, the Company paid a broker's fee
to a financial institution of $90,000 and issued warrants to purchase a total of
300,000 shares of its common stock exercisable at $0.3045.

In March 2004, Series A preferred stockholders' converted 40,000 share of Series
A Preferred Stock into 1,740,469 shares of common stock.

In April 2004, Series A preferred stockholders' converted 62,500 share of Series
A Preferred Stock into 2,694,249 shares of common stock.

Common Stock

In August 2002, in connection with the exercise of 200,000 stock options, the
Company issued 200,000 shares of common stock for a promissory note in the
amount of $45,000. In November 2002, the Company received net proceeds of
$10,000 related to these shares. The remaining balance of $35,000 has not been
collected as of September 30, 2004, and was written off to bad debt expense in
fiscal 2004.

In October 2003, the Company issued 3,283,000 shares of its common stock
relating to the exercise of options held by executives, employees and
consultants, respectively. The Company received proceeds of $245,000, reduced
accrued salaries by $108,615, reduced due to related party of $44,627, and
reduced accounts payable by $1,908 related to these share issuances.

In October 2003, the Company issued 472,501 shares of its common stock for
services rendered by executives, employees and consultants, respectively. In
connection with these shares, the Company reduced accrued salaries by $61,425.

                                      F-21
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock (continued)

On November 13, 2003, the Company issued an aggregate of 225,000 shares of its
common stock to directors for services rendered and to be rendered in the
future. The Company valued these shares at $76,500 or $0.34 per share and
recorded compensation expense relating to this issuance of $76,500.

On December 15, 2003, the Company issued an aggregate of 246,000 shares of its
common stock to employees and officers for services rendered. The Company valued
these shares at $0.31 per share and recorded stock-based compensation expense
relating to this issuance of $76,260.

In March 2004, the Company issued 1,740,469 shares of common stock in connection
with the conversion of 40,000 shares of Series A Preferred Stock. In April 2004,
the Company issued 2,694,249 shares of common stock in connection with the
conversion of 62,500 shares of Series A Preferred Stock.

On March 29, 2004, the Company issued an aggregate of 240,000 shares of its
common stock to officers for services rendered. The Company valued these shares
at $0.245 per share and recorded stock-based compensation expense relating to
this issuance of $58,800.

In May and June 2004, the Company issued 2,896,770 shares of its common stock
relating to the exercise of options granted to executives, employees and
consultants, respectively. The Company received proceeds of $30,744, reduced
accrued salaries by $146,108, reduced related party loans by $97,500, and
reduced accounts payable by $24,293 related to these share issuances.

In July 2004, the Company issued 1,608,183 shares of its common stock relating
to the exercise of options granted to executives, and employees. The Company
received proceeds of $9,000, reduced accrued salaries by $126,343, and recorded
a subscription receivable of $26,250 related to these share issuances.

On October 1, 2004, in connection with an employment agreement, the Company
issued 1,000,000 shares of restricted common stock to an executive. The Company
valued these common shares at the fair market value on the dates of grant of
$.175 per share or $170,000 based on the trading price of common shares.
Accordingly, in fiscal 2005, the Company recorded stock based compensation of
$170,000.

For the three months ended December 31, 2004, in connection with the exercise of
stock options, the Company issued 463,889 shares of common stock to employees
for net proceeds of $25,983 and the reduction of a subscription payable of $850.

On November 1, 2004, in connection with two employment agreements, the Company
issued 6,250,000 shares of restricted common stock to executives. The Company
valued these common shares at the fair market value on the dates of grant of
$.115 per share or $718,750 based on the trading price of common shares.
Accordingly, the Company recorded stock-based compensation expense of $658,854
and deferred compensation of $59,896 which will be amortized over the remaining
service period.

                                      F-22
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock (continued)

On December 13, 2004, in connection with a severance and separation agreement
(see note 7), the Company issued 562,500 shares of the Company's common stock
pursuant to the Company's 2004 Stock Option Plan. The Company valued these
common shares at the fair market value on the dates of grant of $.11 per share
or $61,875 based on the trading price of common shares and recorded settlement
expense of $61,875. Additionally, the Company forgave a subscription receivable
due amounting to $26,250 and recorded settlement expense of $26,250.

On February 3, 2005, the Company issued 343,706 shares of common stock to two
executives for services rendered. The Company valued these common shares at the
fair market value on the dates of grant of $.085 per share or $29,215 based on
the trading price of common shares. Accordingly, for the year ended September
30, 2005, the Company recorded stock-based compensation expense of $29,215.

On March 2, 2005, the Company issued 312,866 shares of common stock to two
executives for services rendered. The Company valued these common shares at the
fair market value on the dates of grant of $.09 per share or $28,157 based on
the trading price of common shares. Accordingly, for the year ended September
30, 2005, the Company recorded stock-based compensation expense of $28,157.

On April 1, 2005, the Company issued 1,626,977 shares of common stock to two
executives for services rendered. The Company valued these common shares at the
fair market value on the dates of grant of $.07 per share or $113,888 based on
the trading price of common shares. Accordingly, for the year ended September
30, 2005, the Company recorded stock-based compensation expense of $113,888

On April 1, 2005, in connection with an employment agreement, the Company issued
500,000 restricted shares of common stock to a director. The Company valued
these common shares at the fair market value on the dates of grant of $.07 per
share or $35,000 based on the trading price of common shares. Accordingly, for
the year ended September 30, 2005, the Company recorded stock-based compensation
expense of $35,000.

On April 25, 2005, in connection with a consulting agreement, the Company issued
1,500,000 shares of restricted common stock to a consultant for investor
relations services. The Company valued these common shares at the fair market
value on the dates of grant of $.061 per share or $91,500 based on the trading
price of common shares. Accordingly, for the year ended September 30, 2005, the
Company recorded stock-based consulting expense of $91,500.

On May 31, 2005, the Company issued 763,867 shares of common stock to two
executives for services rendered. The Company valued these common shares at the
fair market value on the dates of grant of $.06 per share or $45,832 based on
the trading price of common shares. Accordingly, for the year ended September
30, 2005, the Company recorded stock-based compensation expense of $45,832.

                                      F-23
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock (continued)

In May and June 2005, the Company issued 14,973 shares of common stock to two
employees for services rendered. The Company valued these common shares at the
fair market value on the dates of grant of $.07 per share or $1,049 based on the
trading price of common shares. Accordingly, for the year ended September 30,
2005, the Company recorded stock-based compensation expense of $1,049.

On July 19, 2005, the Company issued 840,254 shares of common stock to two
executives for services rendered. The Company valued these common shares at the
fair market value on the dates of grant of $.06 per share or $50,415 based on
the trading price of common shares. Accordingly, for the year ended September
30, 2005, the Company recorded stock-based compensation expense of $50,415.

On July 19, 2005, the Company issued 85,000 shares of common stock to a employee
for website services rendered. The Company valued these common shares at the
fair market value on the dates of grant of $.06 per share or $5,100 based on the
trading price of common shares. Accordingly, for the year ended September 30,
2005, the Company recorded stock-based compensation expense of $5,100.

On September 26, 2005, the Company issued 525,700 shares of common stock to two
former employees for services rendered and for severance pay. The Company valued
these common shares at the fair market value on the dates of grant of $.05 per
share or $26,285 based on the trading price of common shares. Accordingly, for
the year ended September 30, 2005, the Company recorded stock-based compensation
expense of $26,285.

On September 26, 2005, the Company issued 3,572,672 shares of common stock to
two executives for services rendered and to be rendered in the future. The
Company valued these common shares at the fair market value on the dates of
grant of $.05 per share or $178,634 based on the trading price of common shares.
Accordingly, for the year ended September 30, 2005, the Company recorded
stock-based compensation expense of $8,842 and deferred compensation of $169,792
which will be amortized over the remaining service period.

Stock Options and Warrants

On April 6, 2004, the Company's Board of Directors authorized, approved and
adopted the 2004 Stock Option Plan (the "Plan") covering 10,000,000 shares of
common stock. As of September 30, 2005, 5,641,908 shares underlying options had
been granted under the Plan. The purpose of the Plan is to encourage stock
ownership by the Company's officers, directors, key employees and consultants,
and to give such persons a greater personal interest in the success of the
business and an added incentive to continue to advance and contribute to the
Company.

                                      F-24
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Stock Options and Warrants (continued)

On December 2, 2002, the Company entered into a one-year consulting agreement
with a third party for business development services. In connection with this
consulting agreement, the Company granted an aggregate of 1,000,000 options to
purchase shares of common stock for services rendered. The options have an
exercise price of $.15. The fair value of each option grant was estimated on the
date of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions: dividend yield of -0- percent; expected volatility
of 96 percent; risk-free interest rate of 4.50 percent and an expected holding
period of 2 years. In connection with these options, the Company recorded
stock-based consulting expense of $0 and $12,667 for the years ended September
30, 2005 and 2004, respectively.

On August 1, 2003, 3,750,000 options were granted to officers and employees of
the Company with an exercise price of $.10 (1,875,000 options) and $.056
(1,875,000 options). The Company accounts for stock options issued to employees
in accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
As such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. In
connection with these options, the Company recorded amortization of stock-based
compensation of $193,750 for the year ended September 30, 2004 under the
intrinsic value method of APB 25.

On September 19, 2003, the Company entered into a one-year agreement with a
consultant. The consultant received 1,000,000 options to purchase shares of the
Company's common stock at an exercise price of $0.22 per share. The fair value
of this option grant was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions dividend
yield of -0- percent; expected volatility of 54 percent; risk-free interest rate
of 4.50 percent and an expected holding periods of 5.00 years. In connection
with these options, the Company recorded stock-based consulting expense of $0
and $46,000 for the years ended September 30, 2005 and 2004, respectively.

In October 2003, 472,501 options were granted to officers and employees of the
Company with an exercise price of $.13 for accrued salary. The Company accounts
for stock options issued to employees in accordance with the provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. As such, compensation cost is
measured on the date of grant as the excess of the current market price of the
underlying stock over the exercise price. Since the current market price equaled
the exercise price, no compensation expense was recognized in connection with
these options under the intrinsic value method of APB 25.

                                      F-25
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Stock Options and Warrants (continued)

On October 7, 2003, the Company entered into a six month agreement with a
consultant. The consultant received 500,000 options to purchase shares of the
Company's common stock at an exercise price of $0.05 per share. The Company
valued these shares at $0.096 per share and recorded consulting expense relating
to this issuance of options of $48,153 for the year ended September 30, 2004.
This consultant exercised 483,000 of these options in October 2003 (see Common
stock).

On November 13, 2003, 225,000 options were granted to directors of the Company
with an exercise price of $.125. The Company accounts for stock options issued
to employees in accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation cost is measured on the date of grant as
the excess of the current market price of the underlying stock over the exercise
price. In connection with these options, the Company recorded stock-based
compensation of $48,375 for the year ended September 30, 2004 under the
intrinsic value method of APB 25.

On November 13, 2003, 20,000 options were granted to directors of the Company
with an exercise price of $.34 for services provided. The Company accounts for
stock options issued to employees in accordance with the provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. As such, compensation cost is
measured on the date of grant as the excess of the current market price of the
underlying stock over the exercise price. Since the current market price equaled
the exercise price, no compensation expense was recognized in connection with
these options under the intrinsic value method of APB 25.

On December 31, 2003, 60,000 options were granted to an employee of the Company
with an exercise price of $.28 for services provided. The Company accounts for
stock options issued to employees in accordance with the provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. As such, compensation cost is
measured on the date of grant as the excess of the current market price of the
underlying stock over the exercise price. Since the current market price equaled
the exercise price, no compensation expense was recognized in connection with
these options under the intrinsic value method of APB 25.

In connection with the preferred stock funding, the Company granted warrants to
purchase 731,034 shares of its common stock at $0.3045. The Warrants shall be
exercisable for five years after the issue dates of the Warrants.

                                      F-26
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Stock Options and Warrants (continued)

On May 24, 2004, 1,310,770 options were granted to officers and employees of the
Company with an exercise price of $.13 for accrued salary. The Company accounts
for stock options issued to employees in accordance with the provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. As such, compensation cost is
measured on the date of grant as the excess of the current market price of the
underlying stock over the exercise price. Since the current market price equaled
the exercise price, no compensation expense was recognized in connection with
these options under the intrinsic value method of APB 25.

On June 9, 2004, 136,000 options were granted to an employee of the Company with
an exercise price of $.079 and a current market price of $.158 per common share.
The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. In
connection with these options, the Company recorded stock-based compensation of
$10,744 during the year ended September 30, 2004 under the intrinsic value
method of APB 25.

On June 28, 2004, 117,828 options were granted to an employee of the Company
with an exercise price of $.0764 and a current market price of $.153 per common
share. The Company accounts for stock options issued to employees in accordance
with the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. In
connection with these options, the Company recorded stock-based compensation of
$9,000 during the year ended September 30, 2004 under the intrinsic value method
of APB 25.

On June 30, 2004, 124,250 options were granted to an employee of the Company
with an exercise price of $.08 and a current market price of $.16 per common
share. The Company accounts for stock options issued to employees in accordance
with the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. In
connection with these options, the Company recorded stock-based compensation of
$9,940 during the year ended September 30, 2004 under the intrinsic value method
of APB 25.

                                      F-27
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Stock Options and Warrants (continued)

In July 2004, 875,000 options were granted to officers of the Company with an
exercise price of $.12 for accrued salary. The Company accounts for stock
options issued to employees in accordance with the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. As such, compensation cost is measured
on the date of grant as the excess of the current market price of the underlying
stock over the exercise price. Since the current market price equaled the
exercise price, no compensation expense was recognized in connection with these
options under the intrinsic value method of APB 25.

On August 1, 2004, in connection with employment agreements, 4,687,500 options
were granted to officers of the Company with an exercise price of $.06 and a
current market price of $.13 per common share. The Company accounts for stock
options issued to employees in accordance with the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. As such, compensation cost is measured
on the date of grant as the excess of the current market price of the underlying
stock over the exercise price. In connection with these options, the Company
valued these options at $328,125. Accordingly, the Company recorded stock-based
compensation of $273,438 and $54,687 for the years ended September 30, 2005 and
2004, respectively under the intrinsic value method of APB 25.

On August 31, 2004 and on September 30, 2004, in connection with an employment
agreement, 19,230 and 38,462 options were granted to an officer of the Company
with an exercise price of $.06 and a current market price of $.14 and $16 per
common share, respectively. The Company accounts for stock options issued to
employees in accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation cost is measured on the date of grant as
the excess of the current market price of the underlying stock over the exercise
price. In connection with these options, the Company recorded stock-based
compensation of $5,385 during the year ended September 30, 2004 under the
intrinsic value method of APB 25.

On September 21, 2004, 177,855 options were granted to officers of the Company
with an exercise price of $.12 for accrued salary. The Company accounts for
stock options issued to employees in accordance with the provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. As such, compensation cost is
measured on the date of grant as the excess of the current market price of the
underlying stock over the exercise price. Since the current market price equaled
the exercise price, no compensation expense was recognized in connection with
these options under the intrinsic value method of APB 25.

                                      F-28
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Stock Options and Warrants (continued)

During the three months ended December 31, 2004, 604,319 options were granted to
an employee of the Company with an exercise price of $.06 per share. The Company
accounts for stock options issued to employees in accordance with the provisions
of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations. As such, compensation cost is
measured on the date of grant as the excess of the current market price of the
underlying stock over the exercise price. In connection with these options, the
Company recorded stock-based compensation of $32,452 during the year ended
September 30, 2005 under the intrinsic value method of APB 25.

On August 1, 2005, in connection with employment agreements, 3,906,250 options
were granted to officers of the Company with an exercise price of $.041 and a
current market price of $.067 per common share. The Company accounts for stock
options issued to employees in accordance with the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. As such, compensation cost is measured
on the date of grant as the excess of the current market price of the underlying
stock over the exercise price. In connection with these options, the Company
valued these options at $101,562. Accordingly, under the intrinsic value method
of APB 25, the Company recorded stock-based compensation of $16,927 for the year
ended September 30, 2005 and at September 30, 2005, deferred compensation of
$84,635 which will be amortized over the remaining service period in fiscal
2006.

On September 26, 2005, 1,562,500 options were granted to a director of the
Company with an exercise price of $.03 and a current market price of $.04 per
common share. The Company accounts for stock options issued to employees and
directors in accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation cost is measured on the date of grant as
the excess of the current market price of the underlying stock over the exercise
price. In connection with these options, the Company valued these options at
$15,625. Accordingly, under the intrinsic value method of APB 25, the Company
recorded stock-based compensation of $15,625 for the year ended September 30,
2005.

                                      F-29
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Stock Options and Warrants (continued)

A summary of the stock options and warrants as of September 30, 2005 and 2004
and changes during the periods is presented below:

                                    Year Ended                 Year Ended
                                 September 30, 2005        September 30, 2004
                              -----------------------    -----------------------
                                             Weighted                   Weighted
                               Number of     Average      Number of     Average
                              Options and    Exercise    Options and    Exercise
                               Warrants       Price        Warrants      Price
                              -----------    --------    -----------    --------
Stock options and warrants
--------------------------
Balance at beginning of year  10,699,976      $0.145      10,910,000     $0.18
Granted ....................   6,073,069       0.040       9,495,430      0.10
Exercised ..................    (463,889)      0.058      (8,260,454)     0.13
Forfeited ..................    (999,940)      0.287      (1,445,000)     0.70
                              ----------      ------     -----------     ------
Balance at end of year .....  15,309,216      $0.095      10,699,976     $0.145
                              ==========      ======     ===========     ======

Options exercisable at end
 of year ...................  15,309,216      $0.095      10,699,976     $0.145
                              ==========      ======     ===========     ======

Weighted average fair value
 of options granted during
 the year ..................                  $0.04                      $0.10

The following table summarizes information about employee stock options and
consultant warrants outstanding at September 30, 2005:

                                                         Options and Warrants
           Options and Warrants Outstanding                   Exercisable
----------------------------------------------------   -------------------------
                               Weighted
                 Number         Average     Weighted       Number       Weighted
 Range of    Outstanding at    Remaining     Average   Exercisable at    Average
 Exercise     September 30,   Contractual   Exercise    September 30,   Exercise
   Price          2005           Life         Price         2005          Price
----------   --------------   -----------   --------   --------------   --------
$     2.25         150,000    0.25 Years     $ 2.25         150,000      $ 2.25
 0.28-0.34         811,034    2.25 Years       0.30         811,034        0.30
 0.12-0.15         540,000    2.85 Years       0.14         540,000        0.14
 0.05-0.10       8,339,432    2.75 Years       0.07       8,339,432        0.07
 0.03-.041       5,468,750    2.50 Years       0.04       5,468,750        0.04
              ------------                   ------      ----------      ------
                15,309,216                   $0.095      15,309,216      $0.095
              ============                   ======      ==========      ======

                                      F-30
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 7 - SEPARATION AND SEVERANCE AGREEMENT

On December 13, 2004, the Company entered into a Separation and Severance
Agreement with its former Chairman/President, Dr. James Wang, Yastock Investment
Consulting Company, Limited ("Yastock"), and Shanghai Yastand Information
Technology Company, Limited ("Yastand"). The Separation and Severance Agreement
provides, effective December 13, 2004, the resignation of Dr. Wang as President,
Chairman of the Board and as a director of the Company, and the termination of
his Employment Agreement dated August 1, 2004, including all rights, benefits
and obligations pursuant thereto. The agreement provided for the following
severance provisions:

   (a)   The Company transferred its ownership interest in Yastock and Yastand,
         free and clear of all liens, pledges, hypothecation, option, contract
         and other encumbrance, to the previous owners. In connection with this
         transfer, the Company incurred severance expense of $121,608.

   (b)   Yastock/Yastand shall transfer all rights and privileges of certain
         agreements to the Company.

   (c)   The Company issued Dr. Wang 562,500 shares of the Company's common
         stock pursuant to the Company's 2004 Stock Option Plan, which such
         shares were registered under an effective registration statement on
         Form S-8. In connection with issuance of these shares, the Company
         recorded severance expense of $61,875.

   (d)   In December 2004, the Company paid Dr. Wang cash of $100,000 which was
         released from escrow after the Company filed its annual report on Form
         10-KSB for the year ended September 30, 2004 with the SEC. In
         connection with this cash payment, the Company recorded severance
         expense of $100,000.

   (e)   Dr. Wang's options to purchase 1,500,000 shares of the Company's common
         stock at an exercise price of .06 cents per share received pursuant to
         the Employment Agreement and the Company's Non-Qualified Stock Option
         Plan shall terminate on December 31, 2005, unless exercised prior
         thereto.

   (f)   For a period of three years, Dr. Wang, Yastock and Yastand agreed not
         to (i) without first obtaining the written consent of the Company,
         directly or indirectly, do business with any of the past or current
         customers of the Company, or (ii) directly or indirectly, solicit or
         proposition, or otherwise attempt to induce any of the customers of the
         Company to terminate their relationships with the Company.

   (g)   The Company transferred to Yastock 95,000 shares of Dragon
         International Group Corp. restricted common stock. In connection with
         the transfer of these shares, the Company recorded severance expense of
         $22,800.

NOTE 8 - SETTLEMENT INCOME

On December 31, 2003, the Company settled its litigation against Innova
Holdings, Inc. (formerly Hy-Tech Technology Group, Inc.) ("IVHG"). The
Settlement Agreement resulted in the Company accepting 3,750,000 common shares
of restricted IVHG's common stock. In a related matter, the Company conveyed
300,000 of those shares to Elite Financial Communications Group, which had
initially introduced the Company to key principals among the IVHG parties. For
the year ended September 30, 2004, in connection with the settlement, the
Company recorded settlement income of $196,650 based on the fair market value of
3,450,000 net shares that the Company received.

                                      F-31
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 9 - COMMITMENTS

Operating Leases

The Company leases office space under an operating lease that expires on June 1,
2008. The office lease agreement has certain escalation clauses and renewal
options. Future minimum rental payments required under the operating lease are
as follows:

         Period Ended September 30, 2006        $ 26,734
         Period Ended September 30, 2007        $ 28,071
         Period Ended September 30, 2008        $ 19,411
                                                --------

               Total                            $ 74,216
                                                ========

Rent expense for the years ended September 30, 2005 and 2004 was $63,804 and
$74,035, respectively.

Employment agreements

Effective August 1, 2004, the Company entered into a three-year employment
agreement with its chief executive officer unless either the Company or the
employee terminates the agreement, and contains confidentiality clauses. As
consideration for the employee's services, the Company has agreed to a base
salary of $150,000 per annum plus benefits, for time actually devoted to duties
on behalf of the Company. On each successive anniversary date of this agreement,
the Board shall review the base compensation and at its sole discretion may
elect to increase the base salary at any time, but not decrease it. If the Board
takes no action, the base salary shall increase a minimum of 10% annually. The
executive is entitled to a discretionary bonus of 25% of base salary determined
by the CEO or Board of Directors. In addition, the employee shall be granted
stock options equal in number to the previous employment year (1,250,000 for the
employment year ending July 31, 2003) plus an additional 25% to purchase shares
of the Company's common stock at a price equal to 60% of the average closing
price for the month of July, the final month of the employment year. The stock
options have an expiration date five years from the grant date. In connection
with this agreement, on August 1, 2005 and 2004, the executive was granted
1,953,125 and 1,562,500 stock options to purchase 1,953,125 and 1,562,500 common
shares at $.041 and $.06 per share, respectively. In connection with this
employment agreement, in November 2004, the Company issued 3,125,000 common
shares. In the event the Company qualifies or joins the American Stock Exchange
or NASDAQ Small Cap Market, the Executive will be granted 2.5% of the Company's
outstanding shares on the first day of trading on the new exchange.

                                      F-32
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 9 - COMMITMENTS (CONTINUED)

Employment agreements (Continued)

Effective August 1, 2004, the Company entered into a three-year employment
agreement with its chief operating officer (COO) unless either the Company or
the employee terminates the agreement, and contains confidentiality clauses. As
consideration for the employees' services, the Company has agreed to a base
salary of $125,000 per annum plus benefits, for time actually devoted to duties
on behalf of the Company. On each successive anniversary date of this agreement,
the Board shall review the base compensation and at its sole discretion may
elect to increase the base salary at any time, but not decrease it. If the Board
takes no action, the base salary shall increase a minimum of 10% annually. The
executive is entitled to a discretionary bonus of 25% of base salary determined
by the COO or Board of Directors. In August 2005, the COO was promoted to
President of the Company and his salary was changed to the salary of the
Company's Chief Executive Officer. In addition, the employee shall be granted
stock options equal in number to the previous employment year (1,250,000 for the
employment year ending July 31, 2003) plus an additional 25% to purchase shares
of the Company's common stock at a price equal to 60% of the average closing
price for the month of July, the final month of the employment year. The stock
options have an expiration date five years from the grant date. In connection
with this agreement, on August 1, 2005 and 2004, the executive was granted
1,953,125 and 1,562,500 stock options to purchase 1,953,125 and 1,562,500 common
shares at $.041 and $.06 per share, respectively. In connection with this
employment agreement, in November 2004, the Company issued 3,125,000 common
shares. In the event the Company qualifies or joins the American Stock Exchange
or NASDAQ Small Cap Market, the Executive will be granted 2.5% of the Company's
outstanding shares on the first day of trading on the new exchange.

Effective August 1, 2004, the Company entered into a three-year employment
agreement with its former Chairman/President unless either the Company or the
employee terminates the agreement. As consideration for the employees' services,
the Company had agreed to a base salary of $140,000 per annum plus benefits, for
time actually devoted to duties on behalf of the Company. In addition, the
employee shall be granted stock options equal in number to the previous
employment year (1,250,000 for the employment year ending July 31, 2003) plus an
additional 25% to purchase shares of the Company's common stock at a price equal
to 60% of the average closing price for the month of July, the final month of
the employment year. The stock options have an expiration date five years from
the grant date. In connection with this agreement, on August 1, 2004, the
executive was granted 1,562,500 stock options to purchase 1,562,500 common
shares at $.06 per share. In December 2004, in connection with a Separation and
Severance Agreement (See Note 7), the employment agreement with this executive
was cancelled.

                                      F-33
<PAGE>
                 GENESIS TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005

NOTE 9 - COMMITMENTS (CONTINUED)

Litigation

Fernando Praca, former Director of the Company and former President of our
discontinued subsidiary, Extrema LLC, filed an action in Dade County, Florida
against Extrema, LLC and the Company in June 2005 relating to damages arising
from the sale of Extrema LLC to the Company. Praca has filed a Motion of
Temporary Injunction but has not proceeded to move this case forward. There has
been no action in this case since September of 2005, and this case not currently
set for trial. If the case proceeds, the Company intend to respond aggressively
to the litigation and it is too soon to determine the likelihood or amount of
damages.

NOTE 10 - SUBSEQUENT EVENTS

On November 2, 2005, the Company entered into a stock purchase agreement with
Dragon Ventures (OTC: DRGV), a Nevada public corporation, for the sale of its
majority-owned subsidiary Chorry. The agreement includes the following
provisions:

         (1)      The Company delivered 100% of its shares in Chorry,
                  representing its 80% ownership of that subsidiary, to DRGV.

         (2)      DRGV paid to the Company $500,000 in DRGV's common stock at a
                  price calculated at the average closing price for the 10 days
                  prior to the closing date.

         (3)      For the year ended September 30, 2005, the Company and DRGV
                  shall equally divide the cost of the audit of Chorry.

The Company expects to close on this Stock Purchase Agreement by January 31,
2006.

In November 2005, the Company granted 528,000 stock options to an employee at an
exercise price of $.03 per share. These options were immediately exercised for a
subscription receivable of $15,840. The Company accounts for stock options
issued to employees in accordance with the provisions of SFAS 123R and related
interpretations. The fair value of this option grant was estimated on the date
of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions dividend yield of -0- percent; expected volatility
of 54 percent; risk-free interest rate of 3.75 percent and an expected holding
periods of 3.00 years. In connection with these options, the Company recorded
stock-based compensation expense of $26,376.

In January 2006, the Company issued 1,006,869 shares of common stock to its
chief financial officer for services rendered. The Company valued these common
shares at the fair market value on the dates of grant of $.05 per share or
$50,343 based on the trading price of common shares. Accordingly, the Company
recorded stock-based compensation expense of $35,343 and reduced accounts
payable by $15,000.

                                      F-34