OPEN DOOR ONLINE INC
10SB12G/A, 2000-02-14
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-SB/A
                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS
                                 AMENDMENT NO. 1

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934

                             OPEN DOOR ONLINE, INC.
                 (Name of Small Business Issuer in its charter)

New Jersey                                                            05-0507504
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)



10 Dorrance Street,
Providence, Rhode Island                                                   02905
(Address of principal executive offices)                              (Zip Code)


Issuer's telephone number   (401) 272-3267


Securities to be registered pursuant to Section 12(g) of the Act:

    Title of each class                        Name of each exchange on which
      to be registered                   each class of stock is to be registered

Common Stock, par value $.0001 per share


Securities to be registered pursuant to Section 12(b) of the Act:

                                      None

                                (Title of Class)


<PAGE>


                                TABLE OF CONTENTS

PART  I                                                                     Page

ITEM 1.    Description of Business ..........................................  3

ITEM 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................... 11

ITEM 3.    Description of Properties......................................... 16

ITEM 4.    Security Ownership of Certain Beneficial Owners
           and Management ................................................... 16

ITEM 5.    Directors, Executive Officers, Promoters and
           Control Persons .................................................. 18

ITEM 6.    Executive Compensation............................................ 21

ITEM 7.    Certain Relationships and Related Transactions.................... 22

ITEM 8.    Description of Securities......................................... 23


PART  II

ITEM 1.    Market Price of and Dividends on the Registrant's
           Common Equity and Other Shareholder Matters....................... 23

ITEM 2.    Legal Proceedings................................................. 25

ITEM 3.    Changes in and Disagreements with Accountants..................... 25

ITEM 4.    Recent Sales of Unregistered Securities........................... 25

ITEM 5.    Indemnification of Directors and Officers ........................ 26


PART F/S   .................................................................. 28


PART III

ITEM 1     Index to Exhibits................................................. 50



<PAGE>


PART  I

ITEM 1.       DESCRIPTION OF BUSINESS

(a)      BUSINESS DEVELOPMENT

         (1)      FORM AND YEAR OF ORGANIZATION

         Open Door Online,  Inc.,  formerly known as Genesis Media Group,  Inc.,
was  incorporated  under the laws of the state of New  Jersey on June 20,  1987.
Open Door Online uses the Internet in operating a music recording,  distribution
and publishing business.

         (2)      ACQUISITION AGREEMENT

         On June 17, 1999, Open Door Records,  Inc., a Rhode Island corporation,
entered into a Plan of Exchange and  Acquisition  Agreement,  which is described
later  in this  registration  statement  as the  "Acquisition  Agreement,"  with
Genesis Media Group, Inc., a New Jersey corporation.  This exchange was intended
to qualify as a tax-free  reorganization pursuant to section 351 of the Internal
Revenue Code of 1986, as amended. Pursuant to the Acquisition Agreement, Genesis
Media Group  declared a 1 for 30 reverse stock split of its existing  shares and
issued  7,000,000  shares of common  stock in  exchange  for a  contribution  to
Genesis Media Group of 1,000 shares of Open Door Records, which constituted 100%
of the issued  and  outstanding  stock of Open Door  Records.  This  transaction
caused Open Door Records to become a wholly owned  subsidiary  of Genesis  Media
Group. The transaction also caused the former  shareholders of Open Door Records
to become the controlling  shareholders of Genesis Media Group, owning 7,000,000
shares,  or 69%, of the total  issued and  outstanding  shares of Genesis  Media
Group.  Genesis Media Group then changed its name to Open Door Online,  Inc. The
existing  officers  and  directors  of Genesis  Media  Group  resigned,  and new
directors nominated by the former shareholders of Open Door Online were elected.
Prior to the  execution of the  Acquisition  Agreement,  Genesis Media Group had
operations in the record, movie and advertising business in southern California.
Genesis  Media Group  common stock was listed on the  Over-The-Counter  Bulletin
Board market prior to the  completion of the  Acquisition  Agreement.  The stock
continued to be so listed after the  transactions in the  Acquisition  Agreement
were complete.

         This  Disclosure  Statement  is being filed for the purpose of allowing
Open Door Online,  f/k/a Genesis Media Group, to re-establish its listing on the
Over-The-Counter Bulletin Market exchange.

         (3) PRIOR  MERGER OF  GENESIS  GROUP,  INC.  AND  HOLLYWOOD  TELEVISION
NETWORK, INC.

         Genesis Media Group,  Inc., was a New Jersey  corporation  created from
the combination of the assets of Hollywood Showcase Television Network, Inc. and
Genesis  Group,  Inc. on August 17,  1997.  The  business  of Genesis  Group was
originating,  developing,  producing and  financing low budget motion  pictures,
with an emphasis on the action/adventure and family-comedy film genre.

         (4)      DISCONTINUED BUSINESS

         Genesis Media Group  maintained  office space and operations in the Los
Angeles,  California  area. The business of Genesis Media Group was originating,
developing, producing and financing low budget motion pictures, with an emphasis
on the  action/adventure  and  family-comedy  film genre.  These motion  picture
projects typically had a budget of $1,000,000 to $5,000,000.

         Prior to the  transactions  provided for in the Acquisition  Agreement,
Genesis Media Group planned to expand this business and to increase  utilization
of its  office  and  operational  facilities.  However,  on June 30,  1999,  new
management of Genesis Media Group determined that developing and maintaining the
capital  expenditures  and management  intensity that were necessary to maintain
and expand this type of business were not in the best interests of Genesis Media
Group and its shareholders.  Genesis Media Group cancelled  certain  outstanding
orders  for  specialized  production  equipment.  Then in  conjunction  with the
Acquisition  Agreement closing,  Genesis Media Group's business  operations were
then terminated and the successor company, Open Door Online, is now disposing of
the leased  facilities and certain other operating  assets of the former Genesis
Media  Group's  business  that will not be  necessary  for the  normal  intended
operations of Open Door Online.

(b)      BUSINESS OF THE ISSUER

         (1)      PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

         Open Door Music. In February of 1999, Open Door Records,  Inc.  created
Open Door Music,  an online music CD store.  Open Door Online's online CD store,
located on the  Internet at  www.opendoormusic.com,  offers over  250,000  music
titles.  To assist customers in making music  selections,  the web site contains
product notes, reviews,  related articles and sound samples and is open 24 hours
a day, seven days a week. It offers its customers  convenient and timely product
fulfillment,  including  standard  and  overnight  delivery  options.  Open Door
Online's web site provides an  entertaining  and informative  resource  enabling
users to search and sample music and artist  information  interactively  through
sound and graphics,  including  online "sound  stations" for each artist.  Music
posted  on Open  Door  Online's  web  site in  digital  form  is  available  for
downloading  using Real Audio(TM)  "plug-ins."  Visitors to the web site who are
interested in the music they sample may purchase it immediately online.

         Open Door  Records.  On November  21,  1997,  Open Door  Records,  Inc.
established  its own  record  label,  "Open  Door  Records."  Subsequent  to the
acquisition of Open Door Records, Inc., Open Door Online now uses its web sites,
as well as  traditional  distribution  channels to promote,  distribute and sell
original and licensed  artists  recordings.  Open Door Online intends to license
master  recordings  from other record  labels,  acquire  master  recordings  and
publishing catalogs and sign artists to the record label. Through its web sites,
Open  Door  Online  intends  to  feature  and  promote  individual  artists  and
independent record labels.

         With respect to licensing  master  recordings from other record labels,
the Company is in the process of creating compilation  recordings for release as
commercial items,  corporate  premiums for itself or outside clients,  giveaways
and other  promotional uses. To date the record label has three active projects.
Two of these  projects are under  consideration  by outside  clients and one has
been approved and is in production. The two projects under consideration are for
J.C. Penney and Hanes/Sara Lee, and projected commencement dates are tentatively
set for March 1st,  2000.  The WHJY Radio  project has  commenced  meaning  that
requests for master  licenses  have been sent to the various  record  labels and
music  publishers.  We have  commenced  negotiating  the license  fees with WHJY
Radio,  setting a budget,  developing art and  manufacturing  the product.  WHJY
Radio plans to release the project in spring 2000.  In all cases,  the client is
responsible for the ultimate  purchase and/or sale depending upon if it is to be
used as a premium item or as a consumer product. An ongoing and active effort to
secure other clients and projects of this nature is part of our operational plan
for Open Door Records for the coming years.

         In an effort to  acquire  master  recordings  and  publish  catalogues,
solicitation has been made to various  individuals and organizations such as Zen
Archer Music, Cross Eyed Cat Songs, Warner Chappell, Motown and Spirit Music. To
date,  the record  label has acquired  the  distribution  rights to WMG Record's
entire  catalogue  which is  comprised  of six  artists  from Spirit  Music.  In
addition,  Open Door Records is in  preliminary  negotiations  to acquire master
recordings  by Stephen  Bishop  and Robert  Lamm from  Spirit  Music.  Open Door
Records  actively  solicits the  acquisition of publishing  catalogues  from all
artists  signed  to Open Door  Records.  As of this  date,  it has  secured  the
exclusive  and  entire  right  to  50%  plus a  7.5%  administration  fee of all
copyrights  owned by the music  group No Soap  Radio.  Open Door Online has such
rights to No Soap Radio copyright works for the group's next five records.

         Open Door  Records  has  begun  the  process  of  carefully  selecting,
developing  and promoting new talent.  One of the artists is Queen Esther Marrow
and the Harlem  Gospel  Singers and the other  artist is No Soap Radio.  No Soap
Radio's  project  has been  recorded  and will be mixed with a master  recording
expected  to be  produced  in  February  or March of 2000.  The  project  has an
anticipated release date of May 2000.

         On October 4, 1999,  Open Door Records  entered into an agreement  with
Intershow  Records,  Inc.  whereby  Open Door  Records was granted an  exclusive
license to exploit  master  recordings  of The Harlem Gospel  Singers  featuring
Queen Ester Marrow for a three year term. In September  1999,  Open Door Records
signed  the music  artist  Jeru to an  exclusive  two year  recording  contract.
Finally,  on July 1, 1999, Open Door Records entered into an agreement with Live
on the Net whereby  Live on the Net would  broadcast  Open Door  Records  artist
performances on its website for a two year term.

         Bowvau Records,  Inc., owned by super DJ Quincy Vaughn,  has joined the
Open Door Online distribution  family. Open Door Records entered into a two-year
distribution  agreement in May 1999,  whereby Open Door Records is the exclusive
distributor of Bowvau's music productions.  WMG Records,  which is owned by Dick
Wagoner,  has also joined the Open Door Records  family.  In May 1999, Open Door
Records entered into a two-year distribution agreement whereby Open Door Records
is the exclusive distributor of WMG Records' music productions.

         Open Door Studios. As part of the Open Door Records division, Open Door
Online recently opened its own state of the art digital  recording  studio to be
utilized for both its own  in-house  recording  projects and outside  commercial
recording projects.

         (2)      DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES:

         Open Door  Online  has  designed  an  ordering  system it  believes  is
easy-to-use  and simple to  understand.  At any time during a visit to Open Door
Music, a customer can click on the "order now" button to place an item in his or
her  personal  shopping  cart.  The  customer  can continue to shop the website,
adding  chosen items.  When the customer is ready to submit an order,  he or she
simply returns to the order page and chooses a shipping method. Open Door Online
offers  shipping  services by the U.S.  Mail,  2-Day Federal  Express or Federal
Express  Overnight.  If not  previously  registered  with  Open Door  Online,  a
customer is  prompted  to register at the time of purchase  and enter his or her
name, address and password so that Open Door Online can update its database.

         The  customer  has  the  option  of  securely  submitting  credit  card
information  on-line or calling or faxing the information to the Open Door Music
Customer Service Department.  Open Door Online also offers the option of payment
by check or money order.  By assigning a password to every buyer,  the Open Door
Online ordering process  facilitates  repeat business by eliminating the need to
re-submit credit card and shipping  information for subsequent orders. Open Door
Online keeps customers  informed  regarding the status of their orders,  receipt
and shipment of each order and whether an item is back-ordered.

         Open Door Online  primarily uses Sound  Delivery,  a division of Valley
Media, Inc., as a third-party fulfillment operation to ship CDs, cassettes,  and
Open Door Online's other products.  Open Door Online anticipates using Baker and
Taylor to supply CDs,  cassettes and related items  purchased at its web site if
these items are unavailable  through Sound Delivery.  All inventory is owned and
stored by Sound  Delivery and Baker and Taylor.  Twice  daily,  Open Door Online
batches  customer  orders and  electronically  transmits them to Sound Delivery.
Open Door Online uses a secure network  through which it transmits data to Sound
Delivery, thereby helping to ensure customer security as well as data integrity.
Sound Delivery picks,  packs and ships customer orders in Open Door Music boxes,
and charges Open Door Online the negotiated rates for merchandise,  shipping and
handling.

         Customer  billing is performed by Open Door  Online,  which  utilizes a
third-party credit card processor,  First USA, Inc. If a customer's selection is
not in stock, Open Door Online will notify the customer of the backlogged items.
Open Door Online  believes that high levels of customer  service and support are
critical  to the  value of its  services  and to  retaining  and  expanding  its
customer base. Open Door's Customer Service  representatives  are available from
10:00AM. to 10:00 PM EST on weekdays, and 10:00 AM to 6:00 PM on weekends.

         Open Door Records uses  traditional  retail  music  stores,  as well as
online internet music stores to distribute the record label's music productions.

         (3)      STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE

         Open Door Online has no new publicly announced products or services for
either Open Door Music or Open Door Online.

         (4)      COMPETITIVE BUSINESS CONDITIONS

         The market for Internet  content  providers is highly  competitive  and
 rapidly changing.  Since the Internet's  commercialization in the early 1990's,
 the number of web sites on the Internet competing for consumers,  attention and
 spending has  proliferated.  With little or no  substantial  barriers to entry,
 Open Door Online  expects that  competition  will continue to  intensify.  With
 respect  to  competition  for  consumers'  attention,  in  addition  to intense
 competition from Internet content providers, Open Door Online faces competition
 from traditional media such as radio, television and print.

         Open Door  Records  competes  with major and other  independent  record
 labels in signing  individual  artists and groups to its record label.  Some of
 the  independent  record  labels Open Door Records  competes  with include TVT,
 Aftermath,  Cash  Money,  Republic,  Righteous  Babe,  Ruff  Ryder and  Rounder
 Records.  Competition from the major recording labels includes Sony,  Universal
 and MCA.  Success in this  industry is often based on the ability of the record
 label to move  decisively  and quickly on music  trends,  artist  signings  and
 promotion.  Open Door  Records  may not be able to compete  with  other  record
 labels that have larger advertising and promotion budgets.  Therefore, there is
 no guarantee that we can successfully compete in this industry.

         With respect to recorded  music sales,  Open Door Music  competes  with
 numerous Internet retailers,  including traditional music retail stores, chains
 and mega-stores,  mass  merchandisers,  consumer  electronics  stores and music
 clubs.

         Open Door  Online  believes  that the  primary  competitive  factors in
 providing music  entertainment  products and services via the Internet are name
 recognition,  variety of value-added  services,  ease of use, price, quality of
 service, availability of customer support, reliability, technical expertise and
 experience.

         Open Door Online's  future success will depend heavily upon its ability
 to  provide  high  quality,  entertaining  content,  along  with  cutting  edge
 technology  and value added  Internet  service.  Open Door Online's  failure to
 compete successfully in the music entertainment  business would have a material
 adverse  effect on Open Door  Online's  business,  results  of  operations  and
 financial condition.

         Many of our current and potential  competitors  in the Internet and the
 music entertainment  businesses have longer operating histories,  significantly
 greater financial,  technical and marketing resources, greater name recognition
 and larger existing customer bases than Open Door Online.

         Many  traditional   store-based  and  online  competitors  have  longer
operating  histories,  larger customer or user bases,  greater brand recognition
and significantly greater financial, marketing and other resources than we do.

         (5)      PRINCIPAL SUPPLIERS

         On August 26, 1998, Open Door Records,  Inc.  entered into an agreement
to use Sound  Delivery,  a division of Valley  Media,  Inc.,  to fill all online
orders of CDs,  cassettes and other related  products.  This agreement has a two
year term and therefore  expires on August 26, 2000. Open Door Online intends to
use Baker and Taylor,  another  supplier,  to fill customer orders if and to the
extent that Sound Delivery is unable to do so.  However,  as of this date,  Open
Door Online has not  entered  into any  contracts  with Baker and Taylor for the
performance  of such  services.  All  inventory  is owned  and  stored  by Sound
Delivery and Baker and Taylor.

         (6)      DEPENDENCE ON MAJOR CUSTOMERS

         Open Door Online is not currently  dependent on any major customers for
either of its divisions businesses. The Internet has changed the way people shop
by providing  convenience  and the ability to shop without leaving their home or
office.  Open  Door  Online  believes  customers  will log on to  several  sites
searching for  entertainment  products and services,  and Open Door Online hopes
that customers will look to Open Door Online's web site due to its user-friendly
environment and wide variety of products and services.

         (7)      INTELLECTUAL PROPERTY

         Security.  Open Door Online uses an  electronic  data  interchange,  or
"EDI",  interface to ensure the security of customer  credit cards  transactions
and other order  information  shared with Open Door Online's  order  fulfillment
partner and third party billing  company,  Sound  Delivery.  Currently,  the EDI
interface Open Door utilizes is owned by Sound Delivery.  Under its distribution
agreement with Sound Delivery, Open Door Online is allowed the non-exclusive use
of the EDI for the term of the agreement, which expires in August 2000.

         (8)      GOVERNMENTAL APPROVAL

         At this point in time, there is no need for government approval of Open
Door Online's principal products or services.

         (9)      PROBABLE GOVERNMENTAL APPROVAL AND REGULATION

         Open Door Online is unaware of any existing governmental regulations of
its business,  including the business of its divisions, as presently condu cted.
In the  future,  Open Door  Online  expects to be  subject,  both  directly  and
indirectly,  to various laws and regulations relating to its business,  although
there are few laws or  regulations  directly  applicable  today to access to the
Internet.  Due to the  increasing  popularity  and  use of the  Internet,  it is
possible  that a  number  of laws  and  regulations  will be  adopted  governing
commerce on the  Internet.  Such laws and  regulations  may cover issues such as
user privacy, pricing, content,  copyrights,  distribution,  sales and other use
taxes and  characteristics  and quality of products and services.  Further,  the
growth and  development  of the market for online  commerce may prompt calls for
more stringent  consumer  protection laws that may impose additional  burdens on
those companies conducting business online. The enactment of any additional laws
or  regulations  could  impede the  ability of Open Door  Online to conduct  its
business, and could also impede the growth of the Internet generally.  Either or
both of these  events  could,  in turn,  decrease the demand for the business of
Open Door Online,  or otherwise have an adverse effect on Open Door Online.  The
applicability  to  the  Internet  of  existing  laws  in  various  jurisdictions
governing issues such as property ownership, sales and other taxes, contests and
sweepstakes, libel, personal privacy, rights or publicity, language requirements
and content  restrictions,  is  uncertain  and could  expose Open Door Online to
substantial liability.

         In addition,  several  telecommunications  carriers are seeking to have
telecommunications  over the Internet  regulated  by the Federal  Communications
Commission (the "FCC") in the same manner as other telecommunications  services.
For example,  America's  Carriers  Telecommunications  Association  has recently
filed a petition with the FCC for this purpose. In addition, because the growing
popularity and use of the Internet has burdened the existing  telecommunications
infrastructure,  and many areas with high  Internet use have begun to experience
interruptions in phone service, local telephone carriers,  such as Pacific Bell,
have  petitioned  the FCC to  regulate  Internet  service  providers  and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on such providers.  If either of these petitions are granted,
or if the relief sought therein is otherwise granted, the costs of communicating
on the Internet could increase substantially,  potentially slowing the growth in
use of the Internet.

         Any such new legislation or regulation or application or interpretation
of existing laws could have an adverse  effect on Open Door  Online's  business,
results of operations  and financial  condition.  U.S. and foreign laws regulate
certain uses of customer  information and development and sale of mailing lists.
Open Door Online believes that it is in material  compliance with such laws, but
new  restrictions  may arise in this area that could  have an adverse  affect on
Open Door Online.

         (10)     RESEARCH AND DEVELOPMENT

         During  1998 and 1999,  Open Door Online and its  predecessors  did not
engage in any research and development activities.

         In the future,  Open Door Online  intends to establish a small research
and development  team composed of Open Door Online's  current  employees,  along
with a network of  outside  industry  experts,  who will  develop  and adopt new
products.  The current  budget for this area is less than one  hundred  thousand
dollars over the next two years.

         (11)     COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTA LAWS

         Open  Door  Online  anticipates  that it will  have no  material  costs
associated with compliance  with either  federal,  state or local  environmental
law.

         (12)     EMPLOYEES

         Open Door Online currently has four (4) full time employees.  Open Door
Online also has 15 part-time employees.  These are the employees used for either
Open Door Music or Open Door  Records.  All of the employees of Open Door Online
have been hired on an "at-will"  basis,  and thus are not under contract for any
definite term. Competition for qualified personnel in certain areas of Open Door
Online's industry is intense,  particularly among software development and other
technical  staff.  Open Door Online believes that its future success will depend
in  part  on its  continued  ability  to  attract,  hire  and  retain  qualified
personnel.

(c)      REPORTS TO SECURITY HOLDERS

         Prior to filing this Form 10-SB,  Open Door Online was not  required to
deliver  annual  reports.  On January 4, 2000,  however,  we became a  reporting
company,  subject  to the  reporting  requirements  set  forth  under  the  1934
Securities  Exchange  Act.  Open Door Online  anticipates  filing Forms  10-KSB,
10-QSB,  8-K and Schedules 13D along with  appropriate  proxy  materials as they
come due. In addition,  Paragraph 16(a) of the Securities  Exchange Act requires
the Company's executive officers and directors,  and persons who own 10% or more
of a registered  class of the  Company's  equity  securities  to file reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
if the Company and its equity securities meet certain  requirements.  As of this
date,  Open Door Online has not received or reviewed any filings  under  Section
16(a) from such  individuals,  including  any filing on Forms 3, 4 or 5. If Open
Door Online  issues  additional  shares,  Open Door  Online may file  additional
registration statements for those shares.

         Also,  to the  extent  Open Door  Online is  required  in the future to
deliver  annual  reports by the rules or  regulations of any exchange upon which
Open Door Online's shares are traded, we intend to deliver annual reports. If we
are not required to deliver annual  reports in the future for any reason,  we do
not intend to go to the expense of producing and delivering such reports.  If we
are required to deliver  annual  reports,  they will contain  audited  financial
statements as required.

         The public may read and copy materials  contained in Open Door Online's
files with the Securities  and Exchange  Commission at the  Commission's  Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain  information on the operation of the Public Reference Room by calling the
Commission at  1-800-SEC-0330.  The  Commission  maintains an Internet site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding  issuers that file  electronically  with the Commission.  The Internet
address of the Commission's site is (http://www.sec.gov).

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations"  included  herein should be read in conjunction  with the
financial  statements  of Genesis  Media  group,  Inc.  for the two years  ended
December  31, 1998 and the six months  ended June 30,  1998 and 1999,  Open Door
Records, Inc. for the year ended December 31, 1999 and the six months ended June
30, 1999 and 1998, and the financial statement of Open Door Online, Inc. for the
nine months ended  September  30, 1999 and 1998,  respectively,  and the related
notes to each statement  appearing  elsewhere in this Form 10-SB. In addition to
historical  information,  the following  discussion and other parts of this Form
10-SB   contains   forward-looking   information   that   involves   risks   and
uncertainties.  Actual results could differ materially from those anticipated by
this  forward-looking  information due to factors discussed in other sections of
this Form 10-SB.

Historical

         Our historical  financial  data  presented  below has been derived from
financial  statements  of Open Door Online and its  predecessors,  including the
notes thereto, appearing elsewhere herein.

         The  financial  data  includes the results of  operations  of Open Door
Online,  Inc. for 1999,  Open Door Records,  Inc. for September 30, 1998 and the
results  of  operations  of  Genesis  Media  Group,  Inc.  and its  predecessor,
Hollywood Showcase Television Network, Inc. for 1998 and 1997.

                                     September 30,               December 31,
                             ------------------------  -------------------------
                                   1999       1998          1998          1997
                             ------------- ----------  ------------- -----------
Summary of Operations            $191,064       $ -       $521,562      $787,800

Net Revenues

   Cost of Sales                  118,385                   81,564        31,039
     Gross Profit                  72,679                  439,998       756,761
       Operating Expenses         204,975     6,571        740,904       597,198
   Net Profit (Loss)             (132,296)   (6,571)      (300,906)      159,563
Summary Balance Sheet Data

   Total Assets               $22,794,237   $98,780    $42,457,368   $41,408,462
   Total Liabilities            1,518,780    33,076        558,241       117,588
   Shareholder's Equity        21,275,457    65,704     41,899,127    41,290,874


1997 and 1998

         The  operations  of the  company for 1998 and 1997 are those of Genesis
Media Group, Inc., and its predecessor,  Hollywood Showcase  Television Network,
Inc. The  business of those  entities  was editing and  production  of movie and
television media and commercial  advertising.  Genesis Media Group was unable to
either generate sufficient liquidity or capital to expand its base of operations
and  acquire  the  necessary   infrastructure   to  attract   large   production
engagements.  The  expansion of the  business  would have  required  substantial
outlays  of capital  for  additional  state of the art  editing  and  production
equipment.  The production business is highly competitive and requires continual
updating of production techniques. Most contracts are awarded by competitive bid
to companies with demonstrated capability and personnel. Most contracts obtained
by Genesis  Media  Group were  relatively  short  term in  duration  and did not
include the feature film market which could extend  beyond one year in duration.
Genesis  Media Group was not able to develop  its record  library for use in the
production of films or television entertainment due to a lack of working capital
to develop and release such music.

         Genesis  Media  Group did not have  sufficient  sources  of  capital or
liquidity to allow it to pursue its intended  business  lines with the intensity
and  stability  that was  needed  to  compete  in the west  coast  entertainment
industry.

         The  business of Genesis  Media Group was labor  intensive in that they
required skilled technicians to operate the production and editing equipment. As
a result,  the labor  costs per hour of Genesis  Media Group were  greater  than
those found in less skilled industries.

         These  factors  were the major  contributing  circumstances  which lead
Genesis Media Group to enter into the Acquisition Agreement. In conjunction with
the  Acquisition  Agreement,  the new management of the company  abandoned those
operations upon completion of certain contracts in process and elected to pursue
its own business  plan and expand the internet  operations  of Open Door Online,
Inc., acquired in the exchange with Open Door Records, Inc.

        Therefore,  we do not believe that the historical  results of operations
of  Genesis  Media  Group  and its  predecessor  are  indicative  of the  future
operations of Open Door Online, Inc.

1999

         The operations of Open Door Online,  Inc.,  subsequent to the exchange,
effective June 30, 1999,  through the quarter ended September 30, 1999 consisted
primarily of three phases.  The first phase was to wrap up the operations of the
predecessor,  Genesis Media Group, to which the Company completed open contracts
as  required,  laid-off  all west  coast  personnel,  and set about the  orderly
liquidation of the owned and leased equipment of the predecessor.  This resulted
in  an  operating   loss  from   discontinued   operations  for  the  period  of
approximately  $171,000  in  addition  to the  establishment  of a  reserve  for
discontinued  operations of $500,000 to buy-out and terminate  certain long term
leases of production equipment.

         Second, we devoted substantial resources to completion of our web based
business  sites and related  programs,  processing  applications  and  marketing
plans. Portions of the internet sales structure were up and operating by August,
1999.  However,  we intend to add and continue to add more services and products
as  quickly  as  possible  to  capture a  significant  market  share of the home
entertainment and music distribution markets.

         Third,  we  devoted  our  time  and  resources  to  raising  liquidity,
assembling a management  team and developing  strategic  alliances with artists,
managers and promoters.  During this period we raised approximately  $558,000 of
new equity/liquidity.

Results of Operations

         From inception to September 30, 1999, revenues have primarily consisted
of the  sale of CD's  from  our  division,  Open  Door  Records,  and  from  the
commercial operations of Open Door Studios.

Cost of Sales

         Cost of Sales  primarily  represent  website  operating  costs,  CD and
fulfillment  operations and artist  promotions and royalties.  Website operating
costs include internet development, design and programming, connectivity charges
and equipment. Future costs may include costs of acquisitions and development.

         Cost of Sales for the nine month  period ended  September  30, 1999 for
Open Door Online, Inc. was approximately 62% of gross revenue. The operations of
Genesis Media Group,  the  predecessor,  were not  comparative.  As sales volume
increases,  the cost of sales,  as a percentage of sales,  should decrease since
fixed costs are spread over a greater base.

Sales and Marketing

         Sales and  marketing  expense  consists  primarily of direct  marketing
expenses,  promotional  activities,   salaries  and  costs  related  to  website
maintenance  and  development.  We  anticipate  that overall sales and marketing
costs will increase  significantly in the future;  however,  sales and marketing
expense as a percentage of net revenue may fluctuate  depending on the timing of
new marketing programs and addition of sales and marketing personnel.

         In the future,  we anticipate that we will enter into arrangements with
additional  leading  artists  and  record  labels  to  secure  distribution  and
marketing services and obtain rights to their music. Future expenses may include
costs related to  promotional  events,  which will be expensed in the period the
event is held.

General and Administrative

         General and  administrative  expense  consists  primarily  of salaries,
legal and other  administrative  costs,  fees for outside  consultants and other
overhead.  General and  administrative  expense was approximately 94% of Revenue
for the nine months ended  September  30, 1999. It is  anticipated  that overall
general and  administrative  expense will decrease as a percentage of Revenue as
Revenue increases after this initial development stage.

Interest Expense

         Net interest expense for the nine month period ended September 30, 1999
was $8,224. Interest costs may increase in future periods as the Company expands
through a combination of debt and equity offerings.

Liquidity and Capital Resources

         As of September 30, 1999 we had approximately $78,580 of cash available
to support  operations.  Subsequent  to  September  30,  1999,  we  collected  a
receivable  in the amount of $518,000.  We believe that we will be able to raise
such additional  capital to meet our operating and financial  obligations in the
future.

Future Plan of Operation

         The post  exchange  company,  Open Door Online,  has  discontinued  the
production  operations of the  predecessor  and focused on branding  itself as a
virtual "open door"  bridging  together  artists and  consumers  from around the
world  and  ultimately  maintaining  a  loyal  and  appreciative   entertainment
community.  Our objective is to build a global entertainment  company offering a
broad range of  entertainment  commerce related products and to deliver a wealth
of original content in a highly personalized interactive context.

         We recognize  that the nature and scope of our intended  business  will
require substantial additional financing.  To meet this requirement,  we plan to
finance our cash requirements through a combination of equity offerings and debt
financing.  This  process  will allow us to complete  the initial  phases of our
internet  marketing  products.  Once in place,  we believe  this should  provide
sufficient operating revenue to expand the other intended areas of our business.

         The internet marketing arena is highly competitive.  We believe that we
are well placed to take advantage of this growing market and look to become more
competitive in the entertainment and distribution sectors of that market.

         We will  expand  our  workforce  to meet our  business  plan and growth
objectives while providing quality services and products.

         The overall plan of operation  and  objectives  is detailed  earlier in
this Form 10-SB.

         Open  Door  Online's  business  plan  estimates  that  revenue  will be
approximately  $6.9 million in the first full year of  operations  subsequent to
the exchange  resulting in a net operation loss for the period of  approximately
$450,000.  Subsequent periods project  substantial net income. The loss for this
first period is due in large part to expensing costs related to the programming,
promotion,  setup and  implementation of the internet presence necessary for the
Open Door Online activities.

Year 2000 Disclosure

         Open Door  Online  does not  anticipate  any  problem in  dealing  with
computer  entries in the year 2000 or thereafter,  with any computers  currently
used at any of its facilities. All of our computer systems are new and have been
Year 2000 compliant  since their  acquisition.  We keep current with all updates
and revisions  with all software we currently  use. It is  anticipated  that the
software updates reflect required  revisions to accommodate  transactions in the
Year 2000 and  thereafter.  Though it is not  anticipated  that Open Door Online
will have a problem  at the turn of the  century,  we intend to  coordinate  the
resolution  of any Year 2000 problems with the vendors of the software Open Door
Online  utilizes.  Nonetheless,  we recognizes  the problems  which may arise in
connection with the Year 2000 issue.

         The Year 2000 issue is the result of computer  programs  being  written
using two digits rather than four to define the applicable year. In other words,
date-sensitive  software may recognize a date using "00" as the year 1900 rather
than the year 2000.  This could  result in system  failures  or  miscalculations
causing  disruptions  of  operations,   including,  among  others,  a  temporary
inability to process  transactions,  send invoices,  or engage in similar normal
business  activities.  Open Door Online does not  believe  that it has  material
exposure  to the Year 2000 issue with  respect  to its own  information  systems
since its existing  systems  correctly  define the year 2000.  We are  currently
unable to  predict  the  extent to which the Year 2000  issue  will  affect  our
clients,  customers and  suppliers,  or the extent to which any of them would be
vulnerable to a failure to remediate any Year 2000 issues on a timely basis.

         In addition,  most of the  purchases on Open Door Online's web site are
expected to be made with credit cards, and Open Door Online's  operations may be
adversely  affected to the extent its  customers  are unable to use their credit
cards due to any Year 2000 issues that are not  rectified  by their  credit card
vendors.  In a worst case scenario,  if Open Door Online's  customers'  computer
systems or that of suppliers and vendors do not contain the  necessary  software
updates to be Year 2000 compliant, a multitude of problems could occur which may
include,  among  others,  lost  orders,  merchandise  not  shipped or shipped to
incorrect addresses and credit card purchases  incorrectly  credited or debited.
As a result,  Open Door Online could lose  customers,  clients,  and credibility
which could have a material  adverse  effect on its business  and its  financial
condition.  Such problems could occur with Sound Delivery, our supplier of music
CDs,  cassettes and other related products.  We have not independently  verified
whether Sound Delivery is Year 2000  compliant,  nor assessed the risk that this
poses to Open Door Online's business. We have not taken any steps in preparation
for a worst  case  scenario  if our  customers  or  suppliers  are not Year 2000
Compliant.  We do not have,  nor do we intend to create,  a contingency  plan to
handle such an event.

         Nevertheless,  as of  this  date,  Open  Door  Online  has  not had any
problems associated with the Year 2000 issue.  However, we cannot guarantee that
such problems will not arise in the future.

ITEM 3.  DESCRIPTION OF PROPERTIES

         Real Property. Open Door Online's corporate headquarters are located at
10 Dorrance  Street,  Providence,  Rhode  Island.  Open Door  Online  leases its
facilities  and certain  other  equipment  under  operating  and  capital  lease
agreements.  Open Door  Online's  Metro  Office is located  at 206 Bryans  Road,
Hampton,  New Jersey.  Open Door Online has executive  branch offices at 46 Flat
River Road,  Coventry,  Rhode  Island.  Open Door Online's  Recording  Studio is
located at 40 Wilson Street,  West Warwick,  R.I..  Open Door Online's  Internet
satellite office is located at 88 Weybosset Street, Providence, Rhode Island.

         Equipment.  Open Door Online currently owns  approximately  $146,000 of
equipment  and  leasehold  improvements  that are used in  conjunction  with its
recording and production studio.

         Music  Library.  Open Door  Online has a music  library  consisting  of
original  and  digitally  mastered  music media from  numerous  artists from the
1940's  through  the  1990's.  Open  Door  Online  owns  certain  of the  master
recordings in the Library,  and has  nonexclusive  license rights to the rest of
the recordings. Open Door Online is currently in the process of purchasing those
master recordings to which it currently has only the nonexclusive license rights
to.  This  library  can be used to produce  original  singles  and albums by the
various  artists,   used  to  score  motion  picture   productions,   television
productions and specialty productions.  Open Door Online intends to utilize this
product  through  traditional CD production and sales and MP3 digital sales over
the Internet.  Pursuant to industry standards,  Open Door Online is obligated to
pay artists royalties on units sold. Open Door Online has valued this library at
the lower of the appraised value or the present value of the estimated cash flow
from the sale and  utilization of these assets over the next seven years,  after
consideration of production and distribution costs.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

                                                         Shares
Title                                                 Beneficially    Percent of
of Class         Name/Address of Owner                    Owned          Class
- - --------  ----------------------------------------  ---------------  -----------
Common      Don R. & Barrie M. Logan                      545,530         5.38%
            23355 Gondor Drive
            Lake Forrest, California  90710

Common      Donna Petronelli                            2,105,000        20.77%
            46 Old Flat River Road
            Coventry, Rhode Island

Common      Thomas R. Carley                            2,277,000        22.47%
            46 Old Flat River Road
            Coventry, Rhode Island  (D)

Common      David N. DeBaene                            2,137,000        21.09%
            46 Old Flat River Road
            Coventry, Rhode Island  (D)

Common      All Officers and Directors over 5% per      4,414,000        43.56%
            Individual

Common      All Officers and Directors                  4,939,000        48.74%


Notes:   (1)      Includes only  officers and  directors  subsequent to the June
                  30, 1999 merger.

         (D)      Officer and Director of the Company

         (i)      All  Percentages are calculated  based upon 10,133,285  shares
                  outstanding as of the date of the filing of this Form 10-SB.

         (ii)     As of  September  30,  1999 the  Company  had  1,641,377  free
                  trading shares  outstanding  and 8,491,908  restricted  shares
                  outstanding for a total of 10,133,285 shares.

         (iii)    All common shares are entitled to 1 vote per share.  There are
                  no other shares with voting rights.

(b)      SECURITY OWNERSHIP OF MANAGEMENT

                                                         Shares
Title                                                 Beneficially    Percent of
of Class         Name/Address of Owner                    Owned          Class
- - --------  ----------------------------------------  ---------------  -----------

Common      David N. DeBaene                            2,137,000         21.09%

Common      Thomas R. Carley                            2,277,000         22.47%

         (1)      All percentages are calculated  based upon 8,951,618 shares of
                  common stock of Open Door Online issued and  outstanding as of
                  the date of filing this Form 10-SB.

(c)      CHANGES IN CONTROL

         There is no arrangement which may result in a change of control.

ITEM 5.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

(a)      IDENTITY OF DIRECTORS AND EXECUTIVE OFFICERS

         As of October 1, 1999,  the directors  and  executive  officers of Open
Door  Online,  their ages,  positions  in Open Door  Online,  the dates of their
initial  election  or  appointment  as director or  executive  officer,  and the
expiration of the terms as directors are as follows:

     Name             Age                      Position
- - ------------------- ------ -----------------------------------------------------
David N. DeBaene       40   President, Chief Executive Officer and Director

Thomas Carley          37   Vice President, Chief Operating Officer and Director

Edmond L. Lonergan     53   Director

Norman J. Birmingham   41   Treasurer and Chief Financial Officer

Steev Panneton         41   Secretary


         (1)      BUSINESS EXPERIENCE

         Mr. David DeBaene,  one of the founders of Open Door Online,  serves as
its President  and CEO. In 1991,  David  DeBaene  founded JD American  Workwear,
Inc., a publicly  traded  manufacturer  and distributor of safety work wear, and
currently  serves as  Chairman  of the Board and Chief  Executive  Officer.  Mr.
DeBaene created four styles of industrial  safety work pants,  which are secured
by individual patents.  These products are distributed  worldwide.  Entrepreneur
Magazine  has  recognized  Mr.  DeBaene  as  one of  its  featured  "outstanding
entrepreneurs." Mr. DeBaene is also a musician and played  professionally for 10
years. Mr. DeBaene has been a director of Open Door Online since June 17, 1999.

         Mr.  Thomas  Carley,  one of the founders of Open Door  Records,  Inc.,
serves as its vice  president and COO.  Thomas Carley has actively been involved
in the music industry as a freelance performer, producer and recording engineer.
Prior to joining Open Door Online,  Mr. Carley was the owner and operator of C &
C Contracting and Painting,  a general contracting firm, securing both union and
non-union  contracts.  Mr.  Carley has been a director of Open Door Online since
June 17, 1999.

         Edmond L.  Lonergan,  over the last five  years,  has been  involved in
business  consulting and the insurance  field.  Prior to 1996, Mr.  Lonergan was
President of an Insurance Company called Insurance Providers of American.  Since
1996, Mr. Lonergan has owned and operated Corporate  Architects,  Inc., a merger
and acquisition  consulting business  specializing in reverse mergers of private
companies into inactive public companies. Mr. Lonergan was also selected to be a
member  of  the  White  House  Small  Business   Committee   during  the  Carter
Administration.  Mr. Lonergan has been a director of Open Door Online since June
17, 1999.

         Norman J. Birmingham has served as President of Patina Corp., a holding
company for  construction  demolition and asbestos  abatement  companies,  since
April of 1999.  From September 1998 to January 1999,  Mr.  Birmingham  served as
Chief Financial  Officer of Mediforce,  Inc., a medical  products  company.  Mr.
Birmingham was Chief Financial Officer for General  Environmental  Technologies,
Inc., a holding  company for three  demolition  companies,  from January 1998 to
September  1998.  From  November 1995 to August 1997, he served as President and
Chief Financial Officer for Westmark Group Holdings, Inc., a holding company for
wholesale  mortgage  companies.  Mr. Birmingham was President of Budget Services
and provided accounting, tax and financial planning services from September 1986
to July 1997. Mr.  Birmingham  became an officer of Open Door Online in February
2000.

         Mr. Steev  Panneton has served as Vice President of  Manufacturing  and
New Product  Development for JD American Workwear,  Inc. since 1991. He has also
worked as a freelance  commercial  artist and  illustrator for the past 10 years
and is a graduate of the College of Rhode  Island.  Mr.  Panneton has  developed
several new  products,  including a patented game called Vegas Run. He currently
has several  other patents  pending.  He has been a director of Open Door Online
since June 17, 1999.

         All prior directors and executive officers of Genesis Media Group, Inc,
Open Door Online's predecessor,  tendered their resignations in conjunction with
the Acquisition Agreement dated June 17, 1999.

         Open Door  Online's  directors  are  elected at the  annual  meeting of
stockholders  and hold office until their  successors are elected and qualified.
Open Door Online's officers are appointed by the Board of Directors and serve at
the pleasure of the Board and subject to employment agreements, if any, approved
and ratified by the Board.

(b)      IDENTITY OF SIGNIFICANT EMPLOYEES

      Name            Age                      Position
- - -------------------- ------ ----------------------------------------------------
Camille M. Barbone     45     Vice President and General Manager

Timothy R. Dahler      29     Vice President Internet & Multimedia Development
                             & Production

Moses J. Calouro       29     Vice President Information Management Systems

         Ms. Barbone has been involved in the music industry for over twenty-two
years. She has discovered,  developed and managed many significant artists. Over
the  last  five  years,  Ms.  Barbone  has  been  employed  with  August  Artist
Management,  where she has managed  several  music  artists.  Her  clients  have
included The Rolling Stones,  Aerosmith,  The Indigo Girls,  Michael Bolton, The
Monkees,  J.Giles,  Edgar and Johnny  Winters.  Camille also produced the Gospel
segment of Woodstock `94 for a crowd of 350,000. She has lectured throughout the
country at seminars,  workshops,  and  conventions  and has been  interviewed by
major newspapers, magazines and television specials such as 20/20, Entertainment
Tonight and Fox News.

         Mr. Dahler,  over the last five years,  has co-founded of Concept-Link,
Ltd., a service bureau and internet production corporation in Providence,  Rhode
Island.  Mr. Dahler has  integrated his knowledge of art and design with leading
edge communications technology. Mr. Dahler has contracted with such companies as
Fuji Film, USA, United Technologies, Samsonite, and Fleet Bank. He has extensive
experience  and commanding  knowledge of both Microsoft and Macintosh  operating
systems and is a graduate of Roger Williams University.

         Mr.  Calouro,  over the last five years,  has been  operating  Maritime
Information  System and currently  operates an internet  portal for the Maritime
Industry,  Maritime Global Net at www.mgn.com.  Mr. Calouro has over seven years
experience producing and maintaining Internet applications and database servers.
He has contracted with such companies as Motorola,  Lloyd's of London, Arco, and
AT&T.

(c)      SIGNIFICANT CONSULTANTS

         Bridgewater Management Group Inc. Bridgewater Management Group Inc. has
been instrumental in the creation and implementation of the Internet  activities
of Open Door Online Inc. The services Bridgewater  Management Group has provided
for Open Door Online include coordination of internet  activities,  research and
development  of current  and future  internet  ventures,  identifying  potential
acquisition  candidates,  and general corporate strategic guidance.  For each of
the  services  performed,  Bridgewater  Management  Group  has  acted,  and will
continue  to act,  in the  capacity  of a  consultant.  It is  anticipated  that
Bridgewater Management Group Inc. will continue to play an important role in the
coordination and growth of the Open Door Music division.

         Pat Rogers.  Ms. Rogers has been instrumental in the  implementation of
Open Door  Online's  division,  Open Door  Records.  Ms. Rogers brings well over
twenty years of experience in music publishing and licensing.  The services that
Ms. Rogers has provided for Open Door Online  include  consultation  services in
music publishing for film and television,  consultation services with respect to
new emerging technologies such as MP3 and other digital download technology, and
has assisted Open Door Online in its composer/artist  relations. For each of the
services  performed,  Ms.  Rogers has acted,  and will  continue  to act, in the
capacity  of a  consultant.  It is  anticipated  that Ms.  Rogers  will  play an
important role in the future publishing activities of Open Door Online Inc.

         John Paul Gauthier.  Mr. Gauthier has provided significant  assistance,
for Open Door Online's  division,  Open Door Records.  Mr. Gauthier has assisted
Open Door Online as a production and engineering consultant, as well as a studio
design consultant.  It is anticipated that Mr. Gauthier will continue to play an
important role in these areas as a consultant to Open Door Online.

         Ralph Petrarca.  Mr. Petrarca has also provided significant  production
and  studio  engineering  assistance  as a  consultant  for Open  Door  Online's
division,  Open Door Records. Mr. Petraca brings over 10 years experience in the
engineering and studio management field.


(d)      FAMILY RELATIONSHIPS

         There are no family  relationships  between  the  directors,  executive
officers or any other  person who may be  selected  as a director  or  executive
officer of Open Door Online.

(e)      INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         None of the officers,  directors,  promoters or control persons of Open
Door  Online  have  been  involved  in the  past  five  (5)  years in any of the
following:

         (1)      Any  bankruptcy  petition  filed by or against any business of
                  which such person was a general  partner or executive  officer
                  either at the time of the bankruptcy or within two years prior
                  to that time;

         (2)      Any conviction in a criminal proceedings or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other minor offenses);

         (3)      Being   subject  to  any  order,   judgment  or  decree,   not
                  subsequently  reversed,  suspended or vacated, or any court of
                  competent jurisdiction,  permanently or temporarily enjoining,
                  barring,  suspending or otherwise  limiting his involvement in
                  any type of business, securities or banking activities; or

         (4)      Being found by a court of competent  jurisdiction  (in a civil
                  action),  the  Commission  or the  Commodity  Futures  Trading
                  Commission to have  violated a federal or state  securities or
                  commodities  laws,  and the  judgment  has not been  reversed,
                  suspended, or vacated.

ITEM 6.  EXECUTIVE COMPENSATION

         No  compensation  or  directors  fees have  been paid to any  executive
officer  or  directors  of Open  Door  Online or Open Door  Records,  Inc.  from
November  1997,  the date of Open Door Records'  inception,  to the date hereof.
Open Door Online is in the process of formalizing  agreements with the executive
officers and other key personnel  that would provide for  compensation  packages
for five years with scheduled  increases  each year designed to compensate  such
employees  for  allowing  Open Door Online to retain its working  capital in the
early years.  It is expected  that the annual  compensation  for the CEO and COO
will  initially  be $95,000 per year with annual  increases  of $25,000 for each
year  of the  five  year  term.  It is  also  expected  that  other  executives'
compensation  will be scaled downward from these levels.  This plan has not been
finalized to date. No stock  appreciation  plans or stock compensation plans are
currently in existence for Open Door Online.

         Compensation  paid to the officers and directors of Genesis Media Group
and Hollywood Showcase Television  Network,  Inc., the predecessors of Open Door
Online, during 1997, 1998 or 1999 were as follows:

<TABLE>
<CAPTION>
                                                 Summary Compensation Table

- - ----------------------------------------------------------------------------------------------------------------------------------
                                                                                       Long Term Compensation
- - ----------------------------------------------------------------------------------------------------------------------------------
                                               Annual Compensation                      Awards            Payouts
                                               -------------------                      ------            -------
                (a)         (b)          (c)           (d)           (e)           (f)          (g)           (h)           (i)
                                                                                            Securities
                                                                 Other         Restricted   Underlying
            Name and                                             Annual        Stock        Options/                    All Other
            Principal                                            Compensa-     Award(s)     SARs (#)      LTIP          Compensa-
            Position    Year         Salary($)     Bonus ($)     tion ($)      ($)                        Payouts ($)   tion ($)
            ______      ______       ______        ______        ______        ______       ______        ______        ______
<S>         <C>         <C>          <C>           <C>           <C>           <C>          <C>           <C>           <C>
CEO         Don R.      1997         $ - 0 -       $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -
            Logan       1998         $ 66,500      $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -
                        6 months
                        1999         $ - 0 -       $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -

Secretary   Barrie      1997         $ - 0 -       $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -
            Logan       1998         $ 30,826      $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -
                        6 months
                        1999         $ - 0 -       $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -

Treasurer   Carl Conte  1997         $ - 0 -       $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -
                        1998         $ 31,250      $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -
                        6 months
                        1999         $ 20,000      $ - 0 -       $ - 0 -       $ - 0 -      $ - 0 -       $ - 0 -       $ - 0 -
</TABLE>


ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During 1998 and 1999,  Mr.  DeBaene has been a lender or  guarantor  of
funds to Open Door Online.  As of December 31, 1998 and September 30, 1999,  the
outstanding  balances due him to lenders for which he has guaranteed amounts are
$113,643  and  $498,622,  including  interest  expense  of  $3,643  and  $8,224,
respectively.  Interest  rates range from 12% to 20% per annum.  Mr. DeBaene has
the option to convert  amounts lent to him by third  parties into shares of Open
Door  Online  upon  their  approval.  At no time has Mr.  DeBaene  received  any
consideration, directly or indirectly, for the amounts he has guaranteed.

         During 1998, Genesis Media Group, Inc.  distributed to its shareholders
shares of TranStar  Communications,  Inc.,  that Genesis Media Group received in
exchange  for  certain  assets,  based on the book  value of those  assets.  The
Genesis  Media Group  shareholders  held 576,535 Rule 144  restricted  shares of
common stock of TranStar  Communications,  Inc.  after the  distribution.  These
shares were subsequently sold in 1999 for $.50 per share.

         In 1999,  Genesis  issued to Don R. Logan,  the former chief  executive
officer and director of Genesis,  an  equivalent  299,997  shares of  restricted
common stock in lieu of compensation.  At the time of the issue, the fair market
value of the stock based on the asked price was $2.40 per  equivalent  share and
discounted  20% to allow for the  restricted  nature of the  securities  issued.
Genesis  recognized  salary expense in the amount of $576,000 for the six months
ended June 30, 1999.

ITEM 8.  DESCRIPTION OF SECURITIES

         Open Door Online's Articles of Incorporation  authorize the issuance of
50,000,000  shares of Common  Stock,  $0.0001  par value per share.  There is no
preferred stock authorized. The shares are fully paid,  non-assessable,  without
pre-emptive or other subscription rights and without cumulative voting.  Holders
of Common  Stock are  entitled  to one vote for each share on all  matters to be
voted on by the stockholders.  Holders of shares of Common Stock are entitled to
share ratably in dividends,  if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available  therefor.  In
the event of a liquidation,  dissolution or winding up of Open Door Online,  the
holders  of shares of Common  Stock are  entitled  to share pro rata all  assets
remaining after payment in full of all liabilities.

PART  II.

ITEM 1. MARKET PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY AND
OTHER STOCKHOLDER MATTERS

(a)      MARKET INFORMATION

         Open   Door   Online's   Common   Stock   currently   trades   on   the
Over-The-Counter  Bulletin  Board  (OTC:BB) under the trading symbol "NTER." The
following  tables  set forth the  highest  and  lowest bid prices for the Common
Stock for each  calendar  month for Open Door  Online and its  predecessors,  as
reported by the National Quotation Bureau:

Predecessor: Hollywood Television Network, Inc.

<TABLE>
<CAPTION>
                                                     Bid Prices                          Ask Prices
                                           -------------------------------   -----------------------------------
1997                                            High                Low               High               Low
- - ----                                       ---------------- --------------   -------------------- --------------
<S>                                        <C>                <C>                <C>                <C>
January 1 - January 31                     1                  3/16               1-1/8              3/4
February 1 - February 28                   1-3/16             5/8                13/16              5/8
March 1 - March 31                         1-1/2              3/8                2                  3/8
April 1 - April 30                         2-1/4              1                  2-3/8              1-9/16
May 1 - May 31                             1-1/2              1                  1-7/8              1
June 1 - June 30                           1-1/2              7/8                1-7/8              7/8
July 1 - July 31                           1-1/8              13/16              1-3/8              13/16
August 1 - August 31                       3-1/16             1/2                3-15/16            11/16
September 1 - September 30                 1-3/8              1                  1-3/4              15/16
October 1 - October 31                     1-1/8              3/4                1-1/8              3/4
November 1 - November 30                   1                  5/8                1                  5/8
December 1 - December 31                   3/4                3/8                7/8                7/16


Predecessor:  Hollywood Television Network, Inc.
1998
- - ----
January 1 - January 31                     11/16              1/4                9/16               1/8
February 1 - February 28                   1/4                1/8                1/4                3/16
March 1 - March 31                         -                  -                  -                  -

Predecessor: Genesis Media Group, Inc.
1998
- - ----
April 1 - April 30                         -                  -                  -                  -
May 1 - May 31                             1-5/8              1-5/16             1-15/16            1-5/8
June 1 - June 30                           1-3/8              1-1/16             1-11/16            1-1/4
July 1 - July 31                           1-3/8              5/8                1-7/16             13/16
August 1 - August 31                       11/16`             3/8                11/16              7/16
September 1 - September 30                 11/16              3/8                11/16              7/16
October 1 - October 31                     3/8                1/4                7/16               1/4
November 1 - November 30                   5/16               .15                3/8                .18
December 1 - December 31                   .15                .07                3/8                .11

Predecessor: Genesis Media Group, Inc.
1999
- - ----
January 1 - January 31                     .15                .09                .26                .12
February 1 - February 28                   .22                1/8                .30                1/8
March 1 - March 31                         .20                1/8                .26                1/8
April 1 - April 30                         .23                .08                .37                .13
May 1 - May 31                             .21                .16                .30                .17
June 1 - June 30                           .17                .10                .18                .11
July 1 - July 31                           .13                .08                3/16               .12

Open Door Online, Inc.
1999 1 for 30 reverse split
- - ----
August 1 - August 31                       3.60               1-9/16             3.90               2.00
September 1 - September 30                 4-1/8              1-9/16             4-3/4              1-7/8

</TABLE>

         The above quotations are inter-dealer quotations, and the actual retail
transactions  may involve dealer retail markups,  markdowns,  or commissions for
market  makers of Open Door Online's  stock.  The prices quoted are based on the
then stock outstanding and has not been adjusted for mergers,  exchanges, splits
or reverse  splits.  There can be no assurance  that an active public market for
the Common Stock will be sustained.  In addition, the shares of Common Stock are
subject to various  governmental  or  regulatory  body  rules  which  affect the
liquidity of the shares.

         As of October 1, 1999,  except for 1,217,210 free trading  shares,  all
shares  issued by Open  Door  Online  are  "restricted  securities"  with in the
meaning of Rule 144 under the  Securities  Act of 1933.  Ordinarily,  under Rule
144, a person holding restricted  securities for a period of one year may, every
three  months,  sell  in  ordinary  brokerage  transactions  or in  transactions
directly  with a market  maker an amount  equal to the greater of one percent of
Open Door Online's  then-outstanding  Common Stock or the average weekly trading
volume during the four calendar  weeks prior to such sale.  Future sales of such
shares could have an adverse effect on the market price of the Common Stock.

(b)      HOLDERS

         As of October 1, 1999, there were  approximately 233 registered holders
of free-trading  shares and 93 holders of Open Door Online's  restricted  Common
Stock, as reported by Open Door Online's  transfer agent.  Some holders own both
free-trading and restricted shares and would be included in both classifications
above.

(c)      DIVIDENDS

         Open Door Online has not paid any dividends on its Common  Stock.  Open
Door Online  currently  intends to retain any earnings for use in its operations
and to finance the  development  and the expansion of its  business.  Therefore,
Open Door Online does not anticipate  paying cash  dividends in the  foreseeable
future.  The  payment  of  dividends  is within the  discretion  of the Board of
Directors.  Any future  decision with respect to dividends will depend on future
earnings,  future  capital  needs and the  registrant's  operating and financial
condition, among other factors.

ITEM 2.  LEGAL PROCEEDINGS

         Open  Door  Online is not a party  to,  and none of Open Door  Online's
property  is  subject  to  any  pending  or  threatened   legal,   governmental,
administrative or judicial proceedings.

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         There have been no  disagreements  with Open Door Online's  independent
auditor.  The  Independent  Certified  Public  Accountant for Open Door Records,
Inc., the predecessor to Open Door Online,  Inc., also became the accountant for
Genesis Media Group, Inc., a predecessor.

ITEM 4.    RECENT SALES OF UNREGISTERED SECURITIES

         In early 1998, Genesis Media Group, Inc, the predecessor,  completed an
offering  under  Regulation D, Rule 504. As of May 18, 1998,  there were 717,654
shares of Open Door Online's common stock outstanding.  Of these shares, 181,762
were freely trading, while 535,892 were subject to trading restrictions.

         During 1997, 1998 Genesis issued an equivalent 303,418 shares of common
stock in  conjunction  with the merger and exchange of shares of Genesis  Group,
Inc. with Hollywood Showcase Television  Network,  Inc. These shares were issued
pursuant to the exchange agreement between those companies.

         In 1999,  Genesis  issued to Don R. Logan,  the former chief  executive
officer and director of Genesis,  an  equivalent  299,997  shares of  restricted
common stock in lieu of compensation.  At the time of the issue, the fair market
value of the stock based on the asked price was $2.40 per  equivalent  share and
discounted  20% to allow for the  restricted  nature of the  securities  issued.
Genesis  recognized  salary expense in the amount of $576,000 for the six months
ended June 30, 1999.

         In conjunction with the Acquisition  Agreement described above, on June
30, 1999 Open Door Online  issued a stock split of the then  outstanding  shares
such that Open Door  Records,  Inc.  would have  7,000,000  shares of its common
stock outstanding immediately prior to the closing of the Acquisition Agreement.

         In conjunction with the Acquisition Agreement,  the Company granted Mr.
DeBaene the right to convert up to 100% of the debt owed to him by the  Company,
plus accrued interest to common stock of the Company. The conversion price is to
be 50% of the 21 day moving average of the bid-ask prices immediately  preceding
the  notice  of  conversion.   At  September  30,  1999  this  would  equate  to
approximately  153,180 shares at a conversion price of  approximately  $3.08 per
share.

         Between  July 1, 1999 and  September  30, 1999 Open Door Online  issued
673,994  post-exchange  shares pursuant to an offering under  Regulation D, Rule
504.

         All of the above-referenced  transactions were in compliance with state
blue sky laws as well as the federal securities laws.

Note (i) The number of shares are based on the post exchange number of shares of
Open Door Online, Inc. after the 1 for 30 reverse split on June 30, 1999.

ITEM  5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Directors and officers of Open Door Online and its  affiliates  may not
be liable for errors in judgment or other acts,  or omissions  not  amounting to
intentional misconduct, fraud or a knowing violation of law, since provisions to
limit  such  liability  have  been made in the  Articles  of  Incorporation  and
By-laws.  These  provisions  allow  for  indemnification  of  the  officers  and
directors  of Open Door Online for any  liability  suffered by them,  or arising
from their activities as officers and directors of Open Door Online if they were
not engaged in  intentional  misconduct,  fraud or a knowing  violation  of law.
Therefore,  purchasers  of stock of Open Door  Online  will have a more  limited
right of action than they would have except for this  limitation in the Articles
of Incorporation and By-laws.

         The officers and directors of Open Door Online are  accountable to Open
Door Online as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling Open Door Online's  affairs.  A
shareholder  may be able to institute  legal action on behalf of himself and all
other  similarly  stated  shareholders to recover damages where Open Door Online
has  failed  or  refused  to  observe  the law.  Shareholders  may,  subject  to
applicable  rules  of  civil  procedure,  be able to  bring  a class  action  or
derivative suit to enforce their rights,  including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection with the purchase or sale of their interest in Open Door Online in
connection  with such sale or  purchase,  including  misapplication  by any such
officer or director of the proceeds  from the sale of these  securities,  may be
able to recover such losses from Open Door Online.


<PAGE>


PART F/S FINANCIAL STATEMENTS



                          INDEX TO FINANCIAL STATEMENTS

GENESIS MEDIA GROUP, INC.:                                                  Page
                                                                            ----

Report of Independent Accountants............................................29

Balance Sheet - December 31, 1998 and 1997 and

June 30, 1999 and 1998 (Unaudited)...........................................30

Statements of Operations for the two years ended December 31, 1998
and the six months ended June 30, 1999 and 1998 (Unaudited)..................31

Statements of Cash Flows for the two years ended December 31, 1998
and the six months ended June 30, 1999 and 1998 (Unaudited)..................32

Notes to Financial Statements for the two years ended December 31, 1998
and the six months ended June 30, 1999 and 1998 (Unaudited)................33-39



OPEN DOOR ONLINE, INC.:

Report of Independent Accountants............................................40

Balance Sheet - December 31, 1998 and

September 30, 1999 and 1998 (Unaudited)......................................41

Statements of Operations for the year ended December 31, 1998
and the nine months ended September 30, 1999 and 1998 (Unaudited)............42

Statements of Cash Flows for the year ended December 31, 1998
and the nine months ended September 30, 1999 and 1998 (Unaudited)............43

Notes to Financial Statements for the year ended December 31, 1998
and the nine months ended September 30, 1999 and 1998 (Unaudited)..........44-49





<PAGE>



                        Report of Independent Accountants



To The Board of Directors
Genesis Media Group, Inc.
Los Angeles, California

We have audited the accompanying  balance sheets of Genesis Media Group, Inc. as
of December 31, 1998 and 1997,  and the related  statements  of  operations  and
retained earnings  (deficit) and cash flows for the two years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all materials  respects,  the financial position of Genesis Media Group, Inc. as
of December 31, 1998 and 1997,  and the results of operations and its cash flows
for the two years then ended in conformity  with generally  accepted  accounting
principles.

                                   James C. Marshall, CPA, PC

Scottsdale, Arizona
July 14, 1999


<PAGE>
<TABLE>
<CAPTION>
                                         Genesis Media Group, Inc.
                                                Balance Sheet
                                        December 31, 1998 and 1997 and
                                     June 30, 1999 and 1998 (Unaudited)

                                                   ASSETS
                                                                  December 31,                        June 30,
                                                           ------------------------          ------------------------
                                                             1998             1997             1999             1998
                                                           -------          -------          -------          -------
                                                                                       (Unaudited)      (Unaudited)
Current Assets

<S>                                                    <C>              <C>              <C>              <C>
    Cash and cash equivalents                                 $400          $10,025           $2,077         $155,952
    Accounts receivable - trade (Note 3)                   186,437           13,814          176,436          198,913
    Loans receivable - trade                                50,000                            50,000           50,000
    Prepaid expenses                                       111,030           51,416          399,739          130,944
    Marketable securities (Note 8)                         235,168                                            243,168
                                                        ----------       ----------       ----------       ----------
                                                           583,035           75,255          614,252          778,977

Property and equipment, net of accumulated                 661,666          162,034          638,038          161,581
    depreciation of $37,333 and $15,733 for 1998
    and 1997, respectively.  (Note 4)
Master music library (Note 5)                           41,068,329       41,012,500       41,068,331       41,037,814

Other assets                                               144,338          158,673          143,647          131,092
                                                        ----------       ----------       ----------       ----------
                                                       $42,457,368      $41,408,462      $42,473,268      $42,109,464
                                                       ===========      ===========      ===========      ===========


                                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable                                           $17,286         $100,000             $---             $---
Payroll taxes and accrued expenses                          46,735           17,588          113,895            4,649
Current portion of long term debt (Note 6)                 114,096                           163,320
                                                        ----------       ----------       ----------       ----------
                                                           178,117          117,588          277,215            4,649

Long term debt - capitalized leases (Note 6)               380,124                           334,594            7,776
                                                        ----------       ----------       ----------       ----------
Total liabilities                                          558,241          117,588          601,809           12,425

Stockholders' Equity

Common Stock - par value $0.0001, authorized                 2,813            1,750            3,833            1,225
    50,000,000 shares, issued and outstanding
    28,130,607 and 17,499,327, 1998 and 1997,
    respectively.  (Notes 1, 10 and 12)
Additional paid in capital                              42,202,434       41,294,338       42,911,153       41,966,499
Retained earnings (deficit)                               (306,120)          (5,214)      (1,053,527)         129,315
                                                        ----------       ----------       ----------       ----------
                                                        41,899,127       41,290,874       41,861,459       42,097,039
                                                        ----------       ----------       ----------       ----------
                                                       $42,457,368      $41,408,462      $42,473,268      $42,109,464
                                                       ===========      ===========      ===========      ===========

The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                          Genesis Media Group, Inc.
                                            Statement of Operations
                                 for the two years ended December 31, 1998 and
                            the six months ended June 30, 1999 and 1998 (Unaudited)

                                                     For the year ended          For the six months ended
                                                --------------------------      ----------------------------
                                                  1998              1997           1999               1998
                                                ---------          -------      -----------         --------
                                                                                (Unaudited)       (Unaudited)
Revenue
<S>                                             <C>                <C>          <C>                 <C>
Sales                                            $375,480          $83,334             $---         $315,040
Other income                                      146,082          704,466           53,100          146,081
                                                ---------          -------      -----------         --------
                                                  521,562          787,800           53,100          461,121
Cost of sales                                      81,564           31,039            5,500           53,271
                                                ---------          -------      -----------         --------
                                                  439,998          756,761           47,600          407,850

Operating Expenses

    Administrative expenses                       145,128           83,737           15,930           53,851
    Amortization and depreciation                  29,746           15,733           26,153           10,556
    Interest expense                               28,062                            10,278
    Office expense                                 11,624           31,200            5,228           29,724
    Professional and outside services             137,014          206,176           10,500           83,498
    Rent                                          106,327           51,605           18,902           54,074
    Salaries and payroll taxes                    283,003          208,747          708,016           41,619
                                                ---------          -------      -----------         --------
       Total Operation Expense                    740,904          597,198          795,007          273,322
                                                ---------          -------      -----------         --------
Net Income (Loss)                                (300,906)         159,563         (747,407)         134,528

Retained (deficit) beginning of the period         (5,214)        (164,777)        (306,120)          (5,214)
                                                ---------          -------      -----------         --------

Retained (deficit) end of the period            $(306,120)         $(5,214)     $(1,053,527)        $129,314
                                                =========          =======      ===========         ========

Loss per common share (Note 10)                   $(0.01)           $0.01           $(0.02)           $0.01
                                                =========          =======      ===========         ========

The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                          Genesis Media Group, Inc.
                                           Statement of Cash Flows
                                 for the two years ended December 31, 1998 and
                             the six months ended June 30, 1999 and 1998 (Unaudited)

                                                            For the year ended             For the six months ended
                                                        ----------------------------      ----------------------------
                                                           1998             1997             1999             1998
                                                        -----------      -----------      -----------      -----------
                                                                                          (Unaudited)      (Unaudited)
Cash flows from operating activities:
<S>                                                      <C>               <C>             <C>               <C>
Net Income (Loss)                                        $(300,906)        $159,563        $(747,407)        $134,528
Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
       Amortization and depreciation                        21,600           15,733           26,153           10,556
       Non-monetary compensation                                                             576,000
                                                        -----------      -----------      -----------      -----------
Net cash flow provided by (used in) operating             (279,306)         175,296         (145,254)         145,084
    activities

Changes in assets and liabilities
    Accounts receivable                                   (172,623)         (13,814)          10,001         (185,099)
    Notes receivable                                       (50,000)                                           (50,000)
    Prepaid expenses                                       (59,614)         (51,416)        (283,709)         (79,528)
    Marketable securities                                 (134,170)                          235,168         (243,168)
    Other assets                                            14,335         (158,673)             691           27,581
    Accounts payable                                       (82,712)         100,000          (17,276)        (100,000)
    Accrued expenses                                        29,147           17,588           67,160          (12,939)
                                                        -----------      -----------      -----------      -----------
                                                          (455,637)        (106,315)          12,035         (643,153)

Net cash flow provided/(used) by operating                (734,943)          68,981         (133,219)        (498,069)
    activities

Cash flows from investing activities:

    Purchase of property, plant & equipment               (521,232)        (172,034)          (2,525)         (10,102)
    Payments on production of music library                (55,829)                               (2)         (25,314)
                                                        -----------      -----------      -----------      -----------
                                                          (577,061)        (172,034)          (2,527)         (35,416)

Cash flow from financing activities:

    Principal payments on long-term debt -                 (60,530)                          (45,350)            (810)
       capitalized leases
    Proceeds from issuance of long-term debt -             554,750                            49,044            8,586
       capitalized leases
    Proceeds from issuance of common stock                 808,159          113,078          133,729          671,636
                                                        -----------      -----------      -----------      -----------
                                                         1,302,379          113,078          137,323          679,412

Net increase (decrease) in cash                             (9,625)          10,025            1,677          145,927

Cash at January 1,                                          10,025                0              400           10,025
                                                        -----------      -----------      -----------      -----------
Cash at end of period                                         $400          $10,025           $2,077         $155,952
                                                              ====          =======           ======         ========

The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>

                            GENESIS MEDIA GROUP, INC.
                          Notes to Financial Statements
                  For the two years ended December 31, 1998 and
             the six months ended June 30, 1999 and 1998 (Unaudited)

Note 1 - Organization

The predecessor of the Genesis media Group, Inc. ("Genesis") was incorporated in
the state of New Jersey on July 27,  1987.  In August 1997,  Hollywood  Showcase
Television Network,  Inc. acquired in a reverse acquisition all of the assets of
Genesis Group, Inc. and changed its name to Genesis Media Group, Inc.

1997 Merger
- - -----------
In August 1997 (the "Merger  Date"),  Genesis Group,  Inc. merged into Hollywood
Showcase Television Network, Inc.  ("Hollywood").  The shareholders of Hollywood
received shares of Genesis Group, Inc. for each share of Hollywood common stock.
In total,  approximately  8,924,000  shares were  exchanged for the  outstanding
stock of Hollywood.

The Merger was accounted for as a reverse  acquisition  whereby  Genesis  Group,
Inc. was treated as the acquirer and Hollywood as the acquiree,  because Genesis
Group,  Inc.  shareholders  owned a majority of the surviving entity stock as of
the merger  Date and owned a majority  of the assets.  Purchase  accounting  was
performed on Hollywood based on the fair market value of the transaction date.

The value of Hollywood was based on the fair market value of the assets,  net of
liabilities acquired by Genesis Group, Inc. at the Merger Date. A summary of the
assets and liabilities acquired, at estimated fair market value was as follows:

       Current Assets                             $ 16,456
       Property, Plant & Equipment                  42,757
                                                 ---------
                Total Assets                        59,213
                                                 ---------
       Current Liabilities                         (43,378)
                                                 ---------
                Fair market value of Hollywood    $ 15,835
                                                  ========

The accompanying financial statements include the results of Genesis Group, Inc.
for all periods and the results of Hollywood  beginning on the Merger Date.  The
following 1997 pro forma selected financial data reflect the Merger as if it had
occurred at the beginning of 1997.  The unaudited pro forma  financial data does
not purport to  represent  what the results  from  continuing  operations  would
actually have been had the  transaction  in fact occurred as of an earlier date,
or project the results for any future date or period.


<PAGE>

                            GENESIS MEDIA GROUP, INC.
                          Notes to Financial Statements
                  for the two years ended December 31, 1998 and
             the six months ended June 30, 1999 and 1998 (Unaudited)

Note 1 - Organization (continued)

       Pro Forma (unaudited)                             1997
       ---------------------                             ----
       Revenues                                      $  846,132
       Cost of good sold                                 58,882
       Selling, general and administrative              640,676
                                                     ----------
       Operating Income                                 146,574
                                                     ----------
       Income from continuing operations             $  146,574
                                                     ==========
       Income (loss) per share                       $     0.01
                                                     ==========
       Weighted average number of shares             17,499,327
                                                     ==========

Note 2 - Summary of Significant Accounting Policies

The summary of significant  accounting  policies of Genesis Media Group, Inc. is
presented  to  assist  in  understanding  Genesis's  financial  statements.  The
financial  statements  and notes are  representations  of Genesis's  management.
Management is responsible for their integrity.  The accounting  policies conform
to generally accepted accounting  principles and have been consistently  applied
in the preparation of the financial statements.

Line of Business
- - ----------------
Genesis is primarily engaged in media and advertising.

Accounts Receivable
- - -------------------
Genesis provides  allowances against accounts  receivable to maintain sufficient
reserves to cover anticipated losses.

Master Music Library
- - --------------------
The  master  music  library  is stated the  independent  appraised  value of the
library at the time it was contributed to Genesis Group, Inc. (the predecessor).
The library was acquired and  collected by the majority  shareholder  of Genesis
Group, Inc. over a number of years.  Genesis was in the process of upgrading the
master media before  production  and  marketing  of the various  music  product.
Genesis intended to amortize the carrying cost of the library over the estimated
useful net sales  life of the  recording  in such a way that the costs  would be
amortized against net revenue in accordance with SFAS 50.


<PAGE>

                            GENESIS MEDIA GROUP, INC.
                          Notes to Financial Statements
                  For the two years ended December 31, 1998 and
             the six months ended June 30, 1999 and 1998 (Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Equipment and Depreciation
- - --------------------------
Depreciation  has  been  provided  on the  same  basis  for  tax  and  financial
accounting  purposes using the straight-line,  accelerated and declining balance
methods. The estimated useful lives of the assets are as follows:

Production equipment                         5-7 Years
Office equipment furniture and fixtures      5-10 Years
Leasehold improvements                       3-10 Years

Revenue Recognition
- - -------------------
Revenue is  recognized  when earned and  delivered to the customer or in certain
circumstances  as the work progresses on a project and is progress billed to the
customer per the contract.

Copyrights and Amortization
- - ---------------------------
Copyrights were purchased and are subject to the 15 year amortization rules. For
purposes of these financial statements, copyrights are amortized on the straight
line basis over 15 years.

Note 3 - Accounts Receivable

Accounts receivable is comprised of the following:

                                            December 31,           June 30,
                                        ------------------    ------------------
                                          1998      1997        1999     1998
                                        --------  --------    --------  --------
Trade receivables                       $206,437  $13,814     $196,436  $198,913
Less: Allowance for doubtful accounts     20,000       -        20,000        -
                                        --------  --------    --------  --------
         Total                          $186,473  $13,814     $176,436  $198,913
                                        ========  ========    ========  ========

Note 3 - Prepaid Expenses

Included in prepaid  expenses is a note for $20,000  from an officer of Genesis.
The officer has pledged his shares of Genesis's  common stock as collateral  for
said note.


<PAGE>

                            GENESIS MEDIA GROUP, INC.
                          Notes to Financial Statements
                  For the two years ended December 31, 1998 and
             the six months ended June 30, 1999 and 1998 (Unaudited)

Note 4 - Property and Equipment

Property and equipment consists of the following at cost:

                                                    1998              1997
                                                    ----              ----
Computer equipment                              $   34,114        $   32,057
Office furniture                                    24,356            24,356
Office equipment                                    46,172            46,172
Production Equipment                                55,371            55,371
Capitalized lease production equipment             515,810
Signs                                                  335
Software                                               230
Leasehold improvements                              19,611            19,611
                                                -----------        ----------
                                                   698,999           177,767
Less accumulated depreciation                      (37,333)          (15,733)
                                                -----------       -----------
                                                $  661,666        $  162,034
                                                ===========       ===========

Depreciation  expense for the years ended December 31, 1998 and 1997 and the six
months ended June 30, 1999 and 1998 was $29,746,  $15,733,  $26,153 and $10,556,
respectively.

Property,  plant  and  equipment  include  certain  capitalized  leases.  Leased
production equipment represents capitalized leases whereby Genesis has the right
to exercise a nominal purchase option at the end of the lease period.

Note 5 - Master Music Library

The  master  music  library  consists  of movie  films,  music  tapes and CD ROM
interactive  tapes.  With the masters  comes the rights to market,  reconfigure,
compile,  manufacture,  distribute,  license, sell and lease originals or copies
thereof.  Genesis has an  independent  appraisal that  identifies  each item and
evaluates  it. The master  music  library is carried at  appraised  value.  Also
included in inventory  are the costs  incurred to date in  developing  the movie
production of the "Diary of James Dean."

Library consist of the following:
         Music and videos                                       $41,005,414
         Products                                                     8,830
         Productions in process-James Dean Production                54,085
                                                               ------------
                                                                $41,068,329
                                                                ===========

<PAGE>


                            GENESIS MEDIA GROUP, INC.
                          Notes to Financial Statements
                  For the two years ended December 31, 1998 and
             the six months ended June 30, 1999 and 1998 (Unaudited)

Note 6 - Leases

Genesis  leases  certain  real  estate and  equipment.  Commitments  for minimum
rentals under  noncancellable  leases,  by year, of the future minimum  payments
under these leases,  together with the present value of the net minimum payments
under the capital  leases,  together  with the present  value of the net minimum
payments as of December 31, 1998:

                                                           Capital     Operating
                                                           Leases       Leases
Year ending December 31,                                 ----------   ----------
       1999                                               $163,320       $99,191
       2000                                                163,320        49,595
       2001                                                144,952
       2002                                                127,816
       2003                                                 66,323
                                                         ----------   ----------
Total minimum lease payments                               665,731      $148,786
Less amount representing interest                          171,511    ==========
                                                         ----------
Total present value of minimum payments                    494,220
Less current portion of such obligations                   114,096
                                                         ----------
Long-term obligations with interest rates ranging
    from 11.0% to 15.0% averaging approximately 12.95%    $380,124
                                                         ==========
        Property,  plant and  equipment  included  the  following  amounts  for
capitalized leases:

                                              December 31,           June 30,
                                         ------------------   ------------------
                                           1998      1997       1999      1998
                                         --------  --------   --------  --------
Capitalized lease production equipment   $515,810     $---    $515,810  $232,025
Less allowance for depreciation            14,727      ---      37,567     5,832
                                         --------  --------   --------  --------
                                         $501,083     $---    $478,243  $226,193
                                         ========  ========   ========  ========

Rent expense  under  operating  leases for the years ended 1998 and 1997 and the
six months  ended June 30,  1999 and 1998  amounted to  approximately  $106,327,
$51,095, $37,775, and $54,074, respectively.


<PAGE>

                            GENESIS MEDIA GROUP, INC.
                          Notes to Financial Statements
                  For the two years ended December 31, 1998 and
             the six months ended June 30, 1999 and 1998 (Unaudited)

Note 7 - Investment in TranStar Communications, Inc.

During  1998,  the  Company  distributed  to  shareholders  shares  of  TranStar
Communications,  Inc. Genesis holds 576,535 rule 144 restricted shares of common
stock of TranStar Communications,  Inc. after a distribution of TranStar's stock
to the shareholders of Genesis media Group. The carrying basis  approximates the
market value of the stock at balance sheet dates.

Note 8 - Income Taxes

The components of deferred tax assets and liabilities are as follows:

                                                      December 31     June 30
                                                        1998           1999
                                                    ------------   -----------
Tax effects of carryforward benefits:
         Federal; net operating loss carryforwards  $    98,800    $  248,900
                                                    ------------   -----------
Tax effects of carryforwards
 Tax effects of future taxable differences and
         carryforwards                                   98,800       248,900
                                                    ------------   -----------
Less deferred tax asset valuation allowance             (98,800)     (248,900)
                                                    ------------   -----------
Net deferred tax asset                              $         -    $        -
                                                    ============   ===========

At December 31, 1998, Genesis has net operating loss  carryforwards  ("NOLs") of
approximately  $297,000 available at December 31, 1998 to offset its future U.S.
taxable  income.  This amount may not be available or available  only in limited
amounts  as a result  of the  stock  exchange  agreement  discussed  in note 12.
However,  the successor may authorize other tax planning techniques to utilize a
portion of the remaining  NOLs before they expire.  These net  operating  losses
expire  over the next 19 years,  the  majority  of which  expire  2018.  The net
operating  loss  carryforwards  for  state  purposes  are not  significant  and,
therefore,  have not been  recorded as deferred  tax  assets.  Any tax  benefits
subsequently recognized will be allocated to additional paid in capital.

Note 9 - Stockholders' Equity

Genesis  has  50,000,000  shares  of stock  authorized  at  $0.0001  par  value,
28,130,607  and  17,499,327  shares  outstanding  at December 31, 1998 and 1997,
respectively and 34,430,562 and 25,189,527  shares  outstanding at June 30, 1999
and 1998.

During 1999, Genesis paid its chief executive officer 9,000,000 shares of common
stock in lieu of monetary  compensation.  The fair market  value of the payment,
based on the fair  market  value  of the  Genesis's  stock  trading  price,  was
$576,000.


<PAGE>

                            GENESIS MEDIA GROUP, INC.
                          Notes to Financial Statements
                  For the two years ended December 31, 1998 and
             the six months ended June 30, 1999 and 1998 (Unaudited)

Note 10 - Earnings per Common Share

Earnings per common share are computed by dividing the net  income/(loss) by the
average number of common shares and common stock equivalents  outstanding during
the period.  The weighted average number of common shares outstanding during the
periods were  approximately  25,431,471  and 13,695,584 at December 31, 1998 and
1997 and 32,680,574 and 20,233,624 at June 30, 1999 and 1998.

Common stock  equivalents are the net additional  shares which would be issuable
upon the exercise of the outstanding common stock options, assuming that Genesis
reinvested the proceeds to purchase  additional  shares at market value.  Common
stock  equivalents  had no material  effect on the  computation  of earnings per
share for any period.

Note 11 - Reinstatement of 1997 Results of Operations

The 1997 income has been  restated to eliminate  the  installment  sale of films
since the  transaction  has not been  completed  by Genesis.  The result is that
sales have been reduced by $5,400,000, operating income, net income and retained
earnings at December 31, 1997 have been reduced by $3,215,892.

Note 12 - Subsequent Company Exchange Agreement

In June 1999,  Genesis  entered into a stock  exchange  agreement with Open Door
Music,  Inc.  whereby  Genesis would  acquire all of the issued and  outstanding
stock of Open Door Records,  Inc. in exchange for stock of Genesis. In addition,
the agreement  provides for the  resignation of management and directors and the
appointment  of directors and executives  selected by Open Door.  This agreement
was completed as of June 30, 1999,  whereupon  Genesis  changed its name to Open
Door  Online,  Inc. The  exchange  referred to in this note is not  reflected in
these financial statements.


<PAGE>

                        Report of Independent Accountants


To The Board of Directors
Open Door Online, Inc. (formerly Open Door Records, Inc.)
Providence, Rhode Island


We have  audited  the  accompanying  balance  sheet of Open  Door  Online,  Inc.
(formerly  Open Door  Records,  Inc.) as of December 31,  1998,  and the related
statements of operations and retained earnings  (deficit) and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  materials  respects,  the  financial  position  of Open Door  Online,  Inc.
(formerly  Open Door Records,  Inc.) as of December 31, 1998, and the results of
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.


                                   James C. Marshall, CPA, PC

January 27, 2000
Scottsdale, Arizona


<PAGE>

<TABLE>
<CAPTION>
                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                                 Balance Sheets
                                December 31, 1998
                     September 30, 1999 and 1998(Unaudited)

                                        ASSETS

                                                  December 31,           September 30,
                                                  ------------    ---------------------------
                                                     1998            1999              1998
                                                  ------------    ------------    ------------
                                                                  (Unaudited)      (Unaudited)
Current Assets

<S>                                               <C>             <C>             <C>
    Cash and cash equivalents                             $33         $78,580          $1,195
    Accounts receivable - trade                        37,185         261,582
    Loans receivable - trade                                           12,500
    Loans receivable - investors (Note 9)                             164,000
    Prepaid expenses                                    1,477          15,621
                                                  ------------    ------------    ------------
                                                       38,695         532,283           1,195

Property and equipment, net of accumulated            133,615         173,954          92,690
    depreciation (Note 4)
Master music library                                               21,700,000
Other assets                                            2,737           3,737           2,737
                                                  ------------    ------------    ------------
                                                     $175,047     $22,409,974         $96,622
                                                  ============    ============    ============

                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

    Accounts payable                                   $6,720        $109,942          $3,076

    Payroll taxes and accrued expenses                                212,138
    Reserve for discontinued operations (Note 2)                      500,000
    Notes payable                                     110,000         471,700          30,000
    Current portion of long term debt                                  75,000
                                                  ------------    ------------    ------------
                                                      116,720       1,368,780          33,076

Long term debt                                                        150,000
                                                  ------------    ------------    ------------
    Total liabilities                                 116,720       1,518,780          33,076

Stockholders' Equity

    Common Stock (Note 7)                               1,000           1,013           1,000
    Additional paid in capital                         71,275      21,055,367          71,275
    Retained earnings (deficit)                       (13,948)       (165,186)         (8,729)
                                                  ------------    ------------    ------------
                                                       58,327      20,891,194          63,546
                                                  ------------    ------------    ------------
                                                     $175,047     $22,409,974         $96,622
                                                  ============    ============    ============

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                             Statement of Operations
                    for the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

                                                 December 31,          September 30,
                                                  ---------      ------------------------
                                                    1998           1999           1998
                                                  ---------      ---------      ---------
                                                                (Unaudited)    (Unaudited)
<S>                                               <C>           <C>              <C>
Revenue

Sales                                              $37,185       $190,606           $---
Other income                                                          458
                                                  ---------      ---------      ---------
                                                    37,185        191,064

Cost of sales                                       10,485        118,385
                                                  ---------      ---------      ---------
Gross profit                                        26,700         72,679

Operating Expenses
    Administrative expenses                         23,530         71,376          5,677
    Amortization and depreciation                   11,321         18,942          2,158
    Interest expense                                 3,888          8,224
    Office expense                                   1,144          4,346            394
    Professional and outside services                  765         86,741            500
    Rent                                                           11,788
    Salaries and payroll taxes                                     22,500
                                                  ---------      ---------      ---------
       Total Operation Expense                      40,648        223,917          8,729
                                                  ---------      ---------      ---------
Net Loss                                           (13,948)      (151,238)        (8,729)

Retained (deficit) beginning of the period             ---        (13,948)           ---
                                                  ---------      ---------      ---------

Retained (deficit) end of the period              $(13,948)     $(165,186)       $(8,729)
                                                  =========      =========      =========
Net loss per common share (Note 8)                  $(0.00)        $(0.02)        $(0.00)
                                                  =========      =========      =========

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                             Statement of Cash Flows
                    for the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

                                                      December 31,            September 30,
                                                       ----------      -------------------------
                                                          1998            1999           1998
                                                       ----------      ----------     ----------
                                                                       (Unaudited)    (Unaudited)
Cash Flows from Operations
<S>                                                     <C>            <C>              <C>
       Net loss                                         $(13,948)      $(151,238)       $(8,729)

    Adjustments to reconcile net loss to net cash
        used by operating activities:

    Amortization and depreciation                         11,321          18,942          2,158
    Changes in operating assets and liabilities (net
       of effects from acquisition of business):
       accounts receivable                               (37,185)       (224,397)
       loans receivable - trade                                          (12,500)
       prepaid expenses                                   (1,477)        (14,144)
       other assets                                       (2,737)         (1,000)        (2,737)
       accounts payable                                    6,720           8,222          3,076
       accrued expenses                                                   24,243
                                                       ----------      ----------     ----------
    Net cash flow used by operating activities           (37,306)       (351,872)        (6,232)
                                                       ----------      ----------     ----------
Cash Flows from investing activities

    Acquisition of property, plant and equipment         (73,661)        (59,281)       (23,573)
                                                       ----------      ----------     ----------
    Net cash used in investing activities                (73,661)        (59,281)       (23,573)
                                                       ----------      ----------     ----------
Cash flow from financing activities
    Proceeds from issuance of debt                       110,000         325,700         30,000
    Proceeds for issuance of Common Stock                  1,000         164,000          1,000
                                                       ----------      ----------     ----------
    Net cash provided by financing activities            111,000         489,700         31,000
                                                       ----------      ----------     ----------
Net increase in cash and cash equivalents                     33          78,547          1,195

Cash at January 1,                                           ---              33            ---
                                                       ----------      ----------     ----------
Cash at end of period                                        $33         $78,580         $1,195
                                                       ==========      ==========     ==========


The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>

                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                          Notes to Financial Statements
                    For the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

Note 1 - Organization

Open Door Records,  Inc.  ("Open Door") was  incorporated  in the state of Rhode
Island on November 20, 1997. The Company had no operations during 1997.

In June 1999,  Open Door entered into a stock  exchange  agreement  with Genesis
Media Group, Inc. ("Genesis") accounted for as a reverse acquisition whereby all
of Open Door's  outstanding  stock  would be  acquired in exchange  for stock of
Genesis. On an aggregate basis, Genesis  shareholders  received 0.0666 shares of
the Company for each share of Genesis common stock.  In addition,  the agreement
provides for the  resignation  of  management  and  directors of Genesis and the
appointment  of directors and executives  selected by Open Door.  This agreement
was completed as of June 30, 1999,  whereupon the resulting  entity  changed its
name to Open Door Online, Inc. (the "Company") and state of incorporation to New
Jersey.  The  combination  of Open  Door with  Genesis  was  accounted  for as a
tax-free exchange under th Internal Revenue Code.

The purchase  method of  accounting  was  performed on Genesis based on the fair
market  value at the  transaction  date.  The  valuation  of Genesis,  including
transaction  costs  of  $120,000  was  $20,861,115.  A  summary  of  assets  and
liabilities acquired, at established fair market value was as follows:

       Assets                                   $21,700,000
                                                -----------
         Music library                          $21,700,000
       Total Assets                                 688,885)
                                                -----------
       Current Liabilities                         (150,000)
                                                -----------
       Fair market value of Genesis             $20,861,115
                                                ===========

The accompanying  financial  statements include the results of Open Door for all
periods and the results of Genesis  beginning on July 1, 1999. The unaudited pro
forma  financial data does not purport to represent  what the Company's  results
from continuing  operations would actually have been had the transaction in fact
occurred  as of an earlier  date,  or project the results for any future date or
period.


<PAGE>

                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                          Notes to Financial Statements
                    For the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

Note 1 - Organization (continued)

                                                 December 31      September 30,
Pro Forma (unaudited)                                1998              1999
                                                  ----------       -----------
Revenue                                           $ 558,747        $  244,164
Cost of good sold                                    92,049           123,885
                                                  ----------       -----------
  Gross profit                                      466,698           120,279
Expenses
  Selling, general and administrative              (749,602)       (1,000,924)
  Interest expense                                  (31,950)          (18,502)
                                                  ----------       -----------
Loss from operations                              $(314,854)       $ (899,147)
                                                  ==========       ===========
Loss per share                                    $   (0.03)       $    (0.10)
                                                  ==========       ===========
Weighted average number of shares                 9,159,291         9,159,291
                                                  ==========       ===========

Note 2 - Discontinued Operations

In  conjunction  with  the  acquisition,   the  Company  also  acquired  certain
capitalized  leases and operating  lease  obligations  that extend through 2003.
Genesis had a number of capitalized  leases and other obligations as of June 30,
1999 with scheduled  payments of  approximately  $820,000 through 2003 which the
Company is in the  process of  eliminating.  As of June 30,  1999,  the  Company
elected to discontinue  the acquired moving  production and editing  business in
California and  accordingly  provided a reserve of $500,000 in excess of the net
carrying value of Genesis to terminate such leases and close the operations.

Note 3 - Summary of Significant Accounting Policies

The summary of  significant  accounting  policies of Open Door Records,  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
financial statements and notes are representations of the Company's  management.
Management is responsible for their integrity.  The accounting  policies conform
to generally accepted accounting  principles and have been consistently  applied
in the preparation of the financial statements.

Line of Business
- - ----------------
The Company is primarily engaged in sales and marketing through the internet and
production of media for entertainment and music.


<PAGE>

                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                          Notes to Financial Statements
                    For the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

Note 3 - Summary of Significant Accounting Policies (continued)

Revenue Recognition
- - -------------------
Revenue is generally recognized upon shipment to the customer or upon completion
of the services and is fully earned.  Through September 30, 1999,  substantially
all of the  revenue is derived  from the sale of music  production  services  to
third parties.

Accounts Receivable
- - -------------------
The  Company  provides   allowances  against  accounts  receivable  to  maintain
sufficient reserves to cover anticipated losses.

Equipment and Depreciation
- - --------------------------
Depreciation has been provided on a straight-line basis for financial accounting
purposes  using  the  straight-line  method  over  the  shorter  of the  asset's
estimated life or the lease term.  The estimated  useful lives of the assets are
as follows:

Record and production equipment             5-7 Years
Website Development                         5-7 Years
Leasehold improvements                      3-10 Years

Master Music Library
- - --------------------
The master  music  library  consists of original and  digitized  masters of well
known  artists.  The  Company  has the right to  produce,  sell,  distribute  or
otherwise  profit from its  utilization of this library subject to a royalty fee
paid to artists as copies of the  product are sold or  distributed.  The Company
recorded  the music  library  acquired  in the  acquisition  of  Genesis  at the
discounted  estimate  fair  market  value of the library  based on the  intended
utilization  of the library by the  Company  over ten years.  The  Company  will
amortize  the  library  on a units sold  basis in  accordance  with SFAS 50 that
relates the  capitalized  costs to estimated  net revenue to be  realized.  When
anticipated  sales  appear to be  insufficient  to fully  recover  the basis,  a
provision  against current  operations will be made for anticipated  losses.  To
date the Company has not  utilized  the library nor expensed any of the carrying
value.


<PAGE>

                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                          Notes to Financial Statements
                    For the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

Note 3 - Summary of Significant Accounting Polices (continued)

Comprehensive Net Loss
- - ----------------------
There is no difference between the Company's net loss as reported for any of the
periods reported herein and the Company's  comprehensive loss, as defined by the
Statement of Financial Accounting Standards No. 130.

Note 4 - Property and Equipment

Depreciation  and amortization for the year ended December 31, 1998 and the nine
months  ended  September  30,  1999 and 1998 is  $11,321,  $18,942  and  $2,158,
respectively.

Property plant and equipment consist of the following:

                                                    December 31,   September 30,
                                                        1998             1999
                                                     ----------       ----------
Production equipment                                 $ 105,306        $ 126,206
Office equipment, furniture and fixtures                33,985           57,855
Leasehold improvements                                   5,645           20,156
                                                     ----------       ----------
                                                       144,936          204,217
Less accumulated depreciation and amortization         (11,321)         (30,263)
                                                     ----------       ----------
                                                     $ 133,615        $ 173,954
                                                     ==========       ==========

Note 5 - Related Party Short Term Debt

Short term debt is due to the president of the Company for cash advances made to
the Company for working  capital.  No repayments have been made on the balances.
Advances  during the year ended  December  31,  1998 and the nine  months  ended
September 30, 1999 and 1998 were $110,000,  $361,700 and $30,000,  respectively.
The ending  balances  at December  31,  1999,  September  30, 1999 and 1998 were
$110,000, $471,700 and $30,000,  respectively.  Interest expense for the periods
was $3,888, $8,224 and $0, respectively.


<PAGE>

                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                          Notes to Financial Statements
                    For the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

Note 6 - Income Taxes

The  tax-free  exchange  with Genesis  creates a difference  in the basis of the
assets between tax basis and accounting basis. At July 1, 1999, the tax basis of
the assets is approximately  $20,950,000  greater than the accounting  basis. In
the future, as assets are disposed of, depreciated,  or amortized or liabilities
paid,  the  deduction  for tax  purposes  will be greater  than the book  basis,
resulting in reduced tax expense or greater net operating loss carryover for tax
purposes  than would  otherwise  be  expected.  There is no  certainty as to the
timing of such  recognition  nor that the Company will be able to fully  utilize
these differences.

The components of deferred tax assets and liabilities are as follows:

                                                    December 31,   September 30,
                                                        1998             1999
                                                      ----------    ------------
Tax effect of assets acquired in business
   combination                                       $        -     $ 8,367,000
Tax effects of reserve for discontinued operations            -         200,000
Tax effects of carryforward benefits:
         Net operating loss carryforwards                 5,600          60,000
                                                      ----------    ------------
Tax effects of carryforwards
   Tax effects of future taxable differences and
         carryforwards                                    5,600       8,627,000
Less deferred tax asset valuation allowance              (5,600)     (8,627,000)
                                                     -----------    ------------
Net deferred tax asset                               $        -     $        -
                                                     ===========    ============

Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to their expiration.  Tax effects are based on a 9.0% state
and 34.0%  federal  income  tax rates for a net  combined  rate of 40%.  The tax
effects of the acquired  business  combination  have not been  recognized in the
current or prior periods but will be recognized in future periods, at which time
if the current period taxable income is  insufficient to offset such charges for
tax purposes, the effect will be available to the Company over the succeeding 20
years.  The realized net  operating  losses  expire over the next 19 years,  the
majority of which expire in 2018. A valuation  allowance  has been  provided for
the full  deferred  tax asset  amount due to the lack of  operating  history and
operating  losses in recent periods.  When realization of the deferred tax asset
is more likely than not to occur, the benefit related to the differences will be
recognized as a reduction of income tax expense.


<PAGE>

                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                          Notes to Financial Statements
                    For the year ended December 31, 1998 and
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

Note 7 - Common Stock

At December  31, 1998,  the Company has 2,000 shares of no par stock  authorized
and 1,000 shares  outstanding at December 31, 1998. In June 1999, in conjunction
with the planned acquisition, the Company issued a stock split of 7,000 for 1 to
the original  stockholders of the Company and changed the par value per share to
$0.0001.  The Company issued a total of 2,969,285 shares in conjunction with the
acquisition on June 30, 1999 including shares issued to prior holders of Genesis
stock  and  to  promoters  and  others  involved  in  the  facilitation  of  the
acquisition.  The  outstanding  stock of the Company was  10,133,285  shares and
1,000 shares at September 30, 1999 and 1998, respectively.

Note 8 - Earnings per Common Share

Earnings  per share of  common  stock has been  computed  based on the  weighted
average number of shares outstanding.  As of December 31, 1998 and September 30,
1998, the weighted average number of shares  outstanding  after giving effect to
the stock split 1999 was 7,000,000.  The weighted  average number of shares used
to compute the earnings per share at September 30, 1999,  after giving effect to
the acquisition on June 30, 1999 was 9,509,890.

Note 9 - Stock Sale - Subsequent Event

During the third  quarter,  the Company sold 673,994  shares of its common stock
pursuant to a private  offering for an aggregate  price of $204,000.  In October
1999, the Company received the amount due on the sale of $164,000.  The stock is
shown as outstanding at September 30, 1999 and a receivable of the unpaid amount
at that date.


<PAGE>


PART III.  EXHIBITS

ITEM 1.    INDEX TO EXHIBITS

            The following exhibits are filed with this Form 10-SB:

             Number              Description
            --------   ----------------------------------------------------
            3(i)      Articles of Incorporation

            3(ii)*    By-laws

            10.1*     Stock Exchange Agreement between Genesis Media Group, Inc.
                      and Open Door Records, Inc.

            11.1**    Statement regarding computation of per share earnings

            27.1      Financial Data Schedule


 *Previously filed.
**Previously filed and revised exhibit filed herewith.




SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

OPEN DOOR ONLINE, INC.

Date: February 14, 2000

By:   /s/
    -----------------------------
     David N. DeBaene, Chairman





                          CERTIFICATE OF INCORPORATION

                                       OF

                          E.V. BRENNAN ASSOCIATES, INC.

         We, the undersigned  individuals of the age of 21 years or more, acting
as incorporators of a corporation under the New Jersey Business Corporation Act,
do hereby adopt the following certificate of incorporation for such corporation:

         I. NAME

         The name of the corporation is E.V. BRENNAN ASSOCIATES, INC.

         II DURATION


         The corporation's duration shall be perpetual.

         III. PURPOSE OR PURPOSES

         The  Corporation  shall be for the purpose of any  activity  within the
purposes for which  corporations  may be organized under the New Jersey Business
Corporation Act.

         IV. CAPITALIZATION

         The  corporation  is authorized  to issue only one class of stock.  The
total  number of shares that the  corporation  is  authorized  to issue is 1,000
shares.  Each share  shall be without  par value.  No  distinction  shall  exist
between the shares of the corporation or between the holders thereof.

         V. REGISTERED OFFICE

         The  address  of the  corporation's  initial  registered  office  is 72
Woodside Drive,  Middletown,  Monmouth County, State of New Jersey, and the name
of the corporation's initial registered agent at such address is Eugene Brennan.

         VI. DIRECTORS

         The number of directors  constituting the initial board of directors is
two  (2),  and the  names  and  addresses  of the  persons  who are to  serve as
directors until the annual meeting of stockholders or until their successors are
elected and qualified are:

         ENGENE V. BRENNAN, III              72 Woodland Drive
                                             Middletown, N.J.  07748

         IRENE K. BRENNAN                    72 Woodland Drive
                                             Middletown, N.J.  07748

         The  number of  Directors  of the  corporation  set forth  above  shall
constitute the authorized number of Directors until changed by an amendment of a
by-law duly adopted by the vote or written  consent of the holders of a majority
of the then outstanding shares of stock in the corporation.

         VII. INCORPORATORS

         The names and addresses of the incorporators are:

         ENGENE V. BRENNAN, III              72 Woodland Drive
                                             Middletown, N.J.  07748

         IRENE K. BRENNAN                    72 Woodland Drive
                                             Middletown, N.J.  07748

         IN WITNESS WHEREOF,  we have hereunto set our hands and seals this 30th
day of June, 1987.

                                                     /s/ Eugene V. Brennan, III
                                                     --------------------------
                                                     EUGENE V. BRENNAN, III


                                                     /s/ Irene K. Brennan
                                                     --------------------
                                                     IRENE K. BRENNAN

<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                          E.V. BRENNAN ASSOCIATES, INC.

                 Pursuant to Title 14A:9-4 Corporations, General
                            of the New Jersey Statute

          The undersigned corporation hereby certifies as follows:

          FIRST: The name of the corporation is E.V. Brennan Associates, Inc.

          SECOND:  The amendment to the  Certificate of  Incorporation  affected
     hereby is as follow:

               "First"  The  name  of  the  corporation  is  Hollywood  Showcase
          Television Network, Inc."

               "Fourth:  The  corporation  shall be  authorized  to issue  fifty
          million  (50,000,000)  shares of  common  stock at one tenth of a mill
          (.0001) par value and five million (5,000,000)  Convertible  Preferred
          shares  bearing  no  dividends  at once  tenth of a mill  (.0001)  par
          value."

          THIRD:  This amendment was adopted by the  shareholders on the 5th day
     of January, 1996.

          FOURTH: At the time the amendment was adopted, there were 1,000 shares
     outstanding and entitled to vote thereon.

          FIFTH: The number of shares voted for said adoption is unanimous.

          EXECUTED on behalf of this corporation this 6th day of January, 1996.

                                              E.V. BRENNAN ASSOCIATES, INC.

                                              By:  /s/ Eugene V. Brennan III
                                                   -------------------------
                                                     CHAIRMAN and
                                                     PRESIDENT

<PAGE>

          CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                 OF HOLLYWOOD SHOWCASE TELEVISION NETWORK, INC.
                 ----------------------------------------------
       (FOR USE BY DOMESTIC CORPORATIONS ONLY - MUST BE FILED IN DUPLICATE)

"Federal Employer Identification No."  22-2824758

         Pursuant  to  the   provisions  of  Section   14A:9-2(4)   and  Section
14A:9-4(3),  Corporations,  General, of the New Jersey Statutes, the undersigned
corporation  executes the following  Certificate of amendment to its Certificate
of Incorporation:

1.   The name of the corporation is" HOLLYWOOD SHOWCASE TELEVISION NETWORK, INC.

2.   The following amendment to the Certificate of Incorporation was approved by
     the  directors  and  thereafter  duly  adopted by the  shareholders  of the
     corporation on the First Day of January, 1998:

     RESOLVED,  that Article ONE of the Certificate of  Incorporation be amended
to read as follows:

          The name and the  title of this  Company  be  changed  from  HOLLYWOOD
     SHOWCASE TELEVISION  NETWORK,  INC., to GENESIS MEDIA GROUP, INC., and that
     the  officers of the company are hereby  empowered to file in the office of
     the State of New Jersey, the request certificate,  setting forth the change
     of the name is hereby Authorized and effected.

     The  number  of  shares  outstanding  at the  time of the  adoption  of the
     amendment  was  6,869,500.  The total  number of  shares  entitled  to vote
     thereon was 6,869,500.

     If the shares of any class or series of shares are entitled to vote thereon
     as a class,  set forth  below the  designation  and  number of  outstanding
     shares entitled to vote thereon of each such class or series.  (Omit if not
     applicable).

     The number of shares  voting for and against such  amendment is as follows:
     (if the shares of any class or series are entitled to vote as a class,  set
     forth the  number of shares of each such  class and  series  voting for and
     against the amendment, respectively.

             Number of Shares                           Number of Shares
            Voting for Amendment                     Voting Against Amendment
                   ALL                                          -0-

     If the amendment provides for an exchange, reclassification or cancellation
     of issued  shares,  set forth a  statement  of the manner in which the same
     shall be affected. (Omit if not applicable).

     (Use the  following  only if an  effective  date,  not  later  than 90 days
     subsequent to the date of filing is desired).

     Dated this 10th Day of February, 1998.

                                                GENESIS MEDIA GROUP, INC.

                                                --------------------------------
                                                      (Corporate Name)

                                                By:  /s/ Don R. Logan
                                                     ---------------------------
                                                      (Signature)

                                                DON R. LOGAN, CHAIRMAN
                                                --------------------------------
                                                (Type Name and Title)

<PAGE>

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
              -----------------------------------------------------
                                       OF
                                       --
                            GENESIS MEDIA GROUP, INC.

     We, the  undersigned  President  and  Assistant  Secretary of GENESIS MEDIA
GROUP, INC. do hereby certify as follows:

     That the Board of Directors of said corporation at a meeting duly convened,
held on July 15th,  1999 adopted a resolution  to amend the Amended  Articles of
Incorporation filed on December 10th, 1981 as follows:

     ARTICLE 1 is hereby amended to read as follows:

                  That the name of the corporation is:
                  OPEN DOOR ONLINE, INC.

     The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 38,330,607, that said amendment
has been consented to and approved by a majority vote of the stockholder holding
at least a majority  of each class of stock  outstanding  and  entitled  to vote
thereon  pursuant to an Action by Written  Consent of the Shareholder of GENESIS
MEDIA GROUP, INC.

                                              /s/ Don R. Logan
                                              ----------------------------------
                                              Don R. Logan
                                              President

                                              /s/ Barrie Logan
                                              ----------------------------------
                                              Barrie Logan
                                              Assistant Secretary

<PAGE>


                      RESOLUTION GENESIS MEDIA GROUP, INC.


The undersigned, Don R. Logan, President, hereby certifies as follows:

That the Board of  Directors  of the  Company  at a meeting  held on the 15th of
July,  1999  adopted  the  following  resolutions  pursuant  to the  consent  of
shareholders:

     RESOLVED  that the Articles of  Incorporation  be amended in the  following
     manner:

          Article One be amended to change the  corporation's  name to OPEN DOOR
          ONLINE, INC.

It was further  RESOLVED that the common stock of the Corporation be rolled back
resulting in a reverse-split of (1) new share for each 30 old shares.

It was further RESOLVED that all the shares of OPEN DOOR RECORDS, INC. are to be
acquired for 7,000,000  post rollback  shares of restricted  common stock of the
Corporation  in exchange  for all of the issued and  outstanding  shares of OPEN
DOOR RECORDS, INC.

It was further RESOLVED that the following individuals are hereby elected to the
Board of Directors: David N. DeBaene, Donna Petronelli, Thomas Carley and Edmond
L. Lonergan.

The meeting was then adjourned. Dated July 15th, 1999.


/s/ Don R. Logan
- - -----------------------
Don R. Logan
President



                             Open Door Online, Inc.
                       (formerly Open Door Records, Inc.)
                   Computation of Net Income Per Common Share

                                                             For the nine months
                                       For the year ended          ended
                                            December 31,        September 30,
                                            ----------   ----------------------
                                               1998        1999          1998
                                            ---------    ---------    ---------
Income (Loss) as reported                   $(13,948)   $(151,238)     $(8,729)

Income tax expense                                ---          ---          ---
                                            ---------    ---------    ---------
Net income (loss)                           $(13,948)   $(151,238)     $(8,729)
                                            =========    =========    =========
Basic earnings per share                      $(0.00)      $(0.02)      $(0.00)
                                            =========    =========    =========
Diluted earnings per share                    $(0.00)      $(0.02)      $(0.00)
                                            =========    =========    =========
Weighted average shares outstanding:        7,000,000    9,509,890    7,000,000
                                            =========    =========    =========
Fully diluted average shares outstanding:   7,000,000    9,509,890    7,000,000
                                            =========    =========    =========



<TABLE>
<CAPTION>

                            Genesis Media Group, Inc.
                   Computation of Net Income Per Common Share

                                                For the year ended        For the six months ended
                                                   December 31,                  June 30,
                                                1998          1997          1999           1998
                                             ----------    ----------    ----------     ----------
<S>                                          <C>           <C>           <C>            <C>
Income (Loss) as reported                    $(300,906)      $159,563    $(171,407)       $134,528
Income tax expense                                  ---           ---           ---            ---
                                             ----------    ----------    ----------     ----------
Net income (loss)                            $(300,906)      $159,563    $(171,407)       $134,528
                                             ==========    ==========    ==========     ==========
Basic earnings per share                        $(0.01)         $0.01       $(0.01)          $0.01
                                             ==========    ==========    ==========     ==========
Diluted earnings per share                      $(0.01)         $0.01       $(0.01)          $0.01
                                             ==========    ==========    ==========     ==========
Weighted average shares outstanding:         25,431,471    13,695,584    32,680,574     20,233,624
                                             ==========    ==========    ==========     ==========
Fully diluted average shares outstanding:    25,431,471    13,695,584    32,680,574     20,233,624
                                             ==========    ==========    ==========     ==========
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0001098125
<NAME>                        OPEN DOOR ONLINE, INC.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   SEP-30-1999
<EXCHANGE-RATE>                                1.000
<CASH>                                         78580
<SECURITIES>                                   0
<RECEIVABLES>                                  438082
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               15621
<PP&E>                                         21873954
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 22409974
<CURRENT-LIABILITIES>                          1368780
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       1013
<OTHER-SE>                                     21055367
<TOTAL-LIABILITY-AND-EQUITY>                   22409974
<SALES>                                        190606
<TOTAL-REVENUES>                               191064
<CGS>                                          118385
<TOTAL-COSTS>                                  212129
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             11788
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (151238)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (151238)
<EPS-BASIC>                                    (.02)
<EPS-DILUTED>                                  0



</TABLE>


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