UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
    
Amendment No. 1 to
FORM 10-Q
 
(Mark One)
  
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
  
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to _______
  
Commission File Number: 333-118993
 
GENESIS ELECTRONICS GROUP, INC.
(Exact name of registrant as specified in its charter)
   
Nevada
41-2137356
(State or other jurisdiction of incorporation or organization)
( I.R.S. Employer Identification No. )
   
   
5555 Hollywood Blvd., Suite 303 Hollywood, Florida   33021
(Address of principal executive offices) (Zip Code)
   
(954) 272-1200
(Registrant’s telephone number, including area code)
 
Not applicable.
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has 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 (§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 x   No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨
Accelerated filer   ¨
 
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)
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
 
As of August 19, 2011, there were 176,000,906 shares of the issuer’s common stock issued and outstanding.
 
 
 
 
 
Explanatory Note

The purpose of this Amendment No. 1 to the Company's  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2011  (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 6.  EXHIBITS.
    
Exhibit
Number
  Description
     
31.1
 
Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
     
31.2
 
Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 (*)
     
32.1
 
Certification of President and Chief Financial Officer Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
     
101.INS
 
XBRL Instance Document(**)
101.SCH
 
XBRL Schema Document(**)
101.CAL
 
XBRL Calculation Linkbase Document(**)
101.DEF
 
XBRL Definition Linkbase Document(**)
101.LAB
 
XBRL Label Linkbase Document(**)
101.PRE
 
XBRL Presentation Linkbase Document(**)
___________________
(*)        Previously filed.
(**)      Filed herewith
     
 
 
 
   
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.
 
  
  Genesis Electronics Group, Inc.  
       
Dated:  August 24, 2011
By:
/s/ THOMAS L. GRUBER  
   
Thomas L. Gruber
 
   
Chief Financial Officer
 
   
(principal financial and accounting officer)
 
 
 
 
 
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