GEGI Genesis Electronics Group Inc (CE)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended March 31, 2011
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________

Commission File Number 333-118993

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

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

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

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

The number of outstanding shares of the registrant's common stock. May 20, 2011: Common Stock - 176,000,906

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

 Page
 ----

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

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

SIGNATURES 36

 GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
 CONSOLIDATED BALANCE SHEETS

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

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

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

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

 See notes to unaudited consolidated financial statements.

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

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

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

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

See notes to unaudited consolidated financial statements.

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

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

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

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

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

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

See notes to unaudited consolidated financial statements.

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-
Q. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the financial statements for the year ended December 31, 2010 and notes thereto contained in the Report on Form 10- K of Genesis Electronic Group, Inc. and Subsidiary ("our Company" or the "Company") as filed with the Securities and Exchange Commission (the "Commission"). The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results for the full fiscal year ending December 31, 2010.

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

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

FASB Accounting Standards Codification

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Organization

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

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

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

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

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

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

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Acquisition of Genesis

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

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

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in 2011 and 2010 include the assumptions used to calculate stock-based compensation and debt discount, and the useful life of property and equipment.

Cash and Cash Equivalents

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Property and Equipment

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

Impairment of Long-lived Assets

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

Stock-Based Compensation

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Net Loss per Common Share

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

Income Taxes

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Research and Development

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

Related Parties

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

Revenue Recognition

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

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

- Revenues from website hosting fees are recognized when earned.

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

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

Deferred Offering Cost

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

Reclassification

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

Recently Issued Accounting Pronouncements

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

NOTE 2 - LICENSE AGREEMENT

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

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - LICENSE AGREEMENT (continued)

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

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

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

NOTE 3 - LOANS PAYABLE

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

NOTE 4 - RELATED PARTY TRANSACTIONS

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

NOTE 5 - NOTE PAYABLE

On May 22, 2008, in connection with the acquisition, the Company assumed a note payable from a third party. These loans bear 8% interest per annum and is payable on demand. As of March 31, 2011, note payable and related accrued interest amounted to $15,647 and $9,045, respectively. As of December 31, 2010, note payable and related accrued interest amounted to $15,647 and $8,732, respectively.

NOTE 6 - CONVERTIBLE DEBT

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - CONVERTIBLE DEBT (continued)

("Corporate Debt"). Pursuant to the settlement agreement, the Company shall issue shares of common stock and deliver to Corporate Debt, to satisfy the principal and interest due and owing through the issuance of freely trading securities of up to 100,000,000 shares. The parties have agreed that Corporate Debt shall have no ownership rights to the Settlement Shares not yet issued until it has affirmed to the Company that it releases the Company for the proportionate amount of claims represented by each issuance. The said requested number of shares of common stock is not to exceed 4.99% of the outstanding stock of the Company at any one time. In connection with this settlement agreement, the Company recorded and deemed such debt as a convertible liability with a fixed conversion price of $0.01. Accordingly, the Company recognized a total debt discount of $1,049,717 due to a beneficial conversion feature and such debt discount was immediately amortized to interest expense during fiscal year 2008. In June 2008, the Company issued 2,223,456 shares in connection with the conversion of this convertible debt. The fair value of such shares issued amounted to approximately $23,346.

Between July 2008 and August 2008, the Company issued 8,995,374 shares in connection with the conversion of this convertible debt. The fair value of such shares issued amounted to approximately $94,452.

At March 31, 2011 and December 31, 2010, convertible debt amounted to $931,919.

NOTE 7 - SECURED CONVERTIBLE DEBENTURE

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - SECURED CONVERTIBLE DEBENTURE (continued)

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

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

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

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

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

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

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

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - SECURED CONVERTIBLE DEBENTURE (continued)

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

NOTE 8 - CONVERTIBLE PROMISSORY NOTES

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

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

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

Convertible promissory note consisted of the following:

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - CONVERTIBLE PROMISSORY NOTES (Continued)

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

NOTE 9 - GOING CONCERN

The accompanying unaudited consolidated financial statements are prepared assuming the Company will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company was in the development stage through December 31, 2005 and has an accumulated deficit of $9,119,048, had net losses, negative working capital and negative cash flows from operations for the three months ended March 31, 2011 of $165,183, $945,947 and $86,585 respectively. While the Company is attempting to increase revenues, the growth has not been significant enough to support the Company's daily operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. For the three months ended March 31, 2011, the Company sold 1,075,000 common shares for net proceeds of $11,500 and subscription receivable of $2,000. For the three months ended March 31, 2011 the Company collected subscription receivable of $3,500 and received net proceeds of $87,000 from the issuance of convertible promissory notes.

Management is attempting to raise additional funds by way of a public or private offering. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The Company shareholders have continued to advance funds to the Company but there can be no assurance that future advances will be made available.

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

NOTE 10 - STOCKHOLDERS' DEFICIT

Common Stock

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES 10 - STOCKHOLDERS' DEFICIT (Continued)

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

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

Stock Options

A summary of the stock options as of March 31, 2011 and changes during the periods is presented below:

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

The following table summarizes the Company's stock option outstanding at March 31, 2011:

 OPTIONS OUTSTANDING AND EXERCISABLE
 -----------------------------------

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

NOTE 11 - REPORTABLE SEGMENT

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - REPORTABLE SEGMENT (Continued)

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

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

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

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - REPORTABLE SEGMENT (Continued)

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

NOTE 12 - COMMITMENTS

Operating Leases

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

Employment Contracts

The Company entered into an employment agreement on January 14, 2008 with its chief executive officer which expires in January 2013. The employment agreement calls for an issuance of 500,000 free trading shares of the Company's common stock. Additionally, based on this agreement, the Company shall issue 1,000,000 restricted shares of common stock during each fiscal year of the term of this agreement. In October 2008, this agreement was amended whereby the chief executive officer shall received 2,000,000 restricted shares of common stock during each fiscal year instead of 1,000,000 shares which took effect in fiscal 2009.

The Company entered into an employment agreement on January 14, 2008 with an officer of the Company which expires in January 2013. The employment agreement calls for an issuance of 500,000 free trading shares of the Company's common stock. Additionally, based on this agreement, the Company shall issue 1,000,000 restricted shares of common stock during each fiscal year of the term of this agreement. In October 2008, this agreement was amended whereby the officer of the Company shall received 2,000,000 restricted shares of common stock during each fiscal year instead of 1,000,000 shares which took effect in fiscal 2009.

License Agreement

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

GENESIS ELECTRONICS GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - COMMITMENTS (Continued)

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

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

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

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

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

NOTE 13 - SUBSEQUENT EVENTS

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

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

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

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

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

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

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

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

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

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

- Revenues from website hosting fees are recognized when earned.

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

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

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

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

Net sales for the three months ended March 31, 2011 were $6,051 as compared to net sales of $7,662 for the three months ended March 31, 2010, a decrease of $1,611 or approximately 21%. We are continuing to create customer awareness for our products. The decrease in revenues is primarily attributable to the non renewal of subscribers who had completed their annual hosting commitment during fiscal 2010. There can be no assurances that we will continue to recognize similar net revenue in future periods or that we will ever report profitable operations.

 Three Months Ended
 March 31, 2011 March 31, 2010
 ----------------- -----------------
 $ % of Total $ % of Total
 ------- --------- ------ ----------
Website 2,016 33% 7,662 100%
Solar powered products 4,035 66% - -
 ------ ----- ------ ----
Total 6,051 100% 7,662 100%
 ====== ===== ====== ====

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

This increase is primarily attributable to:

Website 25% 50%
Solar powered products 59% -
 ---- ----
Total 84% 50%

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

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

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

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

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

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

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

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

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

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

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

The following tables summarize our contractual obligations as of March 31, 2011.

 Payments Due by Period
 --------------------------------------------------------
 Less than 3-5 5 Years
 Total 1 Year 1-3 Years Years +
 ----- --------- --------- ----- -------
Contractual Obligations:
Notes payable $ 15,647 $ 15,647 $ - $ - $ -
Loans payable 40,000 40,000 - - -
Secured convertible
 debenture 40,000 40,000 - - -

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

License Agreement

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

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

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

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

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

Off-balance Sheet Arrangements

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

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

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

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

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

Management's Report on Internal Control over Financial Reporting

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

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

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

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

Changes in Internal Controls over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
None

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

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

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

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

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

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

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

Item 3. Defaults Upon Senior Securities
None

Item 4. (Removed and Reserved)

Item 5. Other Information
None

Item 6. Exhibits

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 20, 2011

GENESIS ELECTRONICS GROUP, INC.

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

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

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