NOTE 1 - ORGANIZATION AND BUSINESS

9 Months Ended

Sep. 30, 2011

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE 1 – ORGANIZATION AND BUSINESS

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 was 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 was the acquirer for accounting purposes and Genesis was the acquired company.

Genesis was originally formed in Delaware on October 22, 2001 and is engaged in 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.

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 was the acquirer for accounting purposes and Genesis was 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.

Nature of Business

Genesis Electronics Group, Inc. (the “Company”) and it’s wholly owned subsidiary Genesis Electronics, Inc. (“Genesis”), operates in one reportable business segment, solar and alternative energy applications for consumer devices such as mobile phones.

Prior to July 20, 2011 the Company also operated an e-commerce website that enabled a business to establish a fully functional online retail presence. Pricester.com was an Internet marketplace which allowed vendors to host their website with product and service listings and allowed consumers to search for listed products and services. On July 20, 2011 the Company sold all of the assets to its Website segment.

Liquidity and Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company incurred a net loss of $452,360 for the nine months ended September 30, 2011, as compared to a net loss of $496,488 for the nine months ended September 30, 2010. Additionally, the Company experienced a net loss of $828,000 for the year ended December 31, 2010 and had experienced net losses in each of the prior nine years. These matters, among others, raise substantial doubt about the Company’s liquidity and ability to fund future operations.

At September 30, 2011, the Company had cash of only $18,405 and significant current liabilities.

Accordingly, the Company has limited liquidity and access to capital.  The Company has insufficient liquidity to fund its operations for the next twelve months or less. In addition, any of the following factors could result in insufficient capital to fund the Company’s operations for a period significantly shorter than twelve months:

● if the Company’s capital requirements or cash flow vary materially from its current projections;

● if the Company is unable to timely collect its accounts receivable;

● if the Company is unable to timely bring new successful products to market; or

● if other unforeseen circumstances occur.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern and the Company’s independent registered public accounting firm has issued a report expressing substantial doubt about the Company’s ability to continue as a going concern.

The Company’s plans for correcting these deficiencies include ongoing efforts to bring new products to market and explore other products with its customers, seeking new equity capital and timely collection of accounts receivable.

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern.