GENESIS COMPANIES GROUP INC
10QSB, 1997-11-18
BLANK CHECKS
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             U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                          Form 10-QSB

                    Quarterly Report Under
             the Securities Exchange Act of 1934

            For Quarter Ended:  September 30, 1997

               Commission File Number:  0-25562



                 GENESIS COMPANIES GROUP, INC.
(Exact name of small business issuer as specified in its charter)



                           Delaware
  (State or other jurisdiction of incorporation or organization)

                          72-1175963
              (IRS Employer Identification No.)

                       830 S. Kline Way
                      Lakewood, Colorado
           (Address of principal executive offices)

                             80226
                          (Zip Code)

                       (303) 985-3972
                 (Issuer's Telephone Number)


(Former name, former address and former fiscal year, if changed
since last report)


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

The number of shares of the registrant's only class of common stock
issued and outstanding, as of September 30, 1997, was 4,500,000
shares.


<PAGE>
                            PART I


ITEM 1.   FINANCIAL STATEMENTS.

     The unaudited financial statements for the nine month period
ended September 30, 1997, are attached hereto.

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

     The following discussion should be read in conjunction with
the Financial Statements and notes thereto included herein.

     The Company generated no revenues during the nine month period
ended September 30, 1997.  Management of the Company anticipates
that the Company will not generate any significant revenues until
the Company accomplishes its business objective of merging with a
nonaffiliated entity or acquiring assets from the same.  

     The Company's securities are currently not liquid.  There are
no market makers in the Company's securities and it is not
anticipated that any market will develop in the Company's
securities until such time as the Company successfully implements
its business plan of engaging in a business opportunity, either by
merger or acquisition of assets.  The Company presently has no
liquid financial resources to offer such a candidate and must rely
upon an exchange of its stock to complete such a merger or
acquisition.

     Because the Company is not required to pay rent or salaries to
any of its officers or directors, management believes that the
Company has sufficient funds to continue operations through the
foreseeable future.

               PART II.  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS - None

ITEM 2.     CHANGES IN SECURITIES - NONE

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
NONE.

ITEM 5.     OTHER INFORMATION - NONE.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K -

          (a)     Exhibits

               EX-27     Financial Data Schedule

          (b)     Reports on Form 8-K - None.

                                2

<PAGE>
<TABLE>
GENESIS COMPANIES GROUP, INC.
(A Development Stage Company)
Unaudited
Balance Sheet

<CAPTION>
                                              Unaudited         Audited
                                             September 30,    December 31
                                                 1997             1996
                                              _________       ___________
<S>                                           <C>             <C>
ASSETS

  Current Assets - Cash                       $       0       $         0
                                              _________       ___________
TOTAL ASSETS                                  $       0       $         0


LIABILITIES AND SHAREHOLDERS' EQUITY

  Liabilities

    Current Liabilities -
      Accounts Payable                        $   7,144       $     4,522
      Shareholder Loans                               6                 6
                                              _________       ___________
  Total Current Liabilities                       7,150             4,528

    Long-Term Liabilities                             0                 0
                                              _________       ___________
  Total Liabilities                           $       0       $         0

Shareholder's Equity

  Common Stock, Par Value $.00001 Per
  Share; 100,000,000 Shares Authorized,
  4,500,000 Issued and Outstanding at
  September 30, 1997, and December 31,
  1996, respectively                          $      45       $        45

  Preferred Stock, Par Value $.00001 Per
  Share; 10,000,000 Shares Authorized                 0                 0

  Additional Paid-in Capital                     13,455            13,455

  Deficit Accumulated During
    the Development Stage                       (20,650)          (18,028)
                                              _________       ___________
Total Shareholders' Equity                    $  (7,150)      $    (4,528)
                                              _________       ___________
TOTAL LIABILITIES
  AND SHAREHOLDERS' EQUITY                    $       0       $         0

</TABLE>

                                3

<PAGE>
<TABLE>
GENESIS COMPANIES GROUP, INC.
(A Development Stage Company)
Unaudited
Statement of Operations

<CAPTION>
                                 For the                    December 22, 1988
                               Nine Months      For the         (Inception)
                                  Ended       Year Ended           Thru
                              September 30,  December 31,      September 30,
                                  1997           1996              1997
                              ____________   ____________   _________________
<S>                           <C>            <C>            <C>
Income                        $          0   $          0   $               0

Operating Expenses
  Professional Fees                  2,622          4,772              15,708
  Registration Fees                      0             50               3,240
  Administrative Expenses                0            166               1,702
                              ____________   ____________   _________________

    Total Operating Expenses         2,622          4,988              20,650

Net Loss from Operations      $     (2,622)  $     (4,988)  $         (20,650)

Weighted Average Number of
  Shares Outstanding             4,500,000      4,500,000           4,453,125

Net Loss Per Share            $         (*)   $        (*)  $              (*)


*Less than $0.01 Per Share.


</TABLE>

                                     4

<PAGE>
<TABLE>
GENESIS COMPANIES GROUP, INC.
(A Development Stage Company)
Unaudited
Cash Flow Statement

<CAPTION>
                                    For the                  December 22, 1988
                                  Nine Months      For the      (Inception)
                                     Ended       Year Ended         Thru
                                 September 30,   December 31,   September 30, 

                                      1997          1996            1997
                                 ____________   ____________   ______________ 
<S>                              <C>            <C>            <C>
Cash Flows From
  Operating Activities:
    Net Profit (Loss)            $     (2,622)  $    (4,988)   $     (20,650)
    Increase (Decrease) in
      Accounts Payable                  2,622         4,528            7,150
                                 ____________   ___________    _____________
  Net Cash Provided (Used)
    By Operating Activities                 0          (460)         (13,500)

Cash Flows From
  Financing Activities:
    Issuance of Common Stock                0             0           13,500
                                 ____________   ____________   ______________
  Net Cash Provided (Used)
    in Financing Activities                 0             0           13,500
                                 ____________   ____________   ______________

Increase (Decrease) in Cash                 0          (460)               0

Cash and Cash Equivalents -
  Beginning of Period                       0           460                0
                                 ____________   ____________   ______________
Cash and Cash Equivalents -
  End of Period                  $          0   $         0    $           0

</TABLE>

                                     5

<PAGE>
<TABLE>
GENESIS COMPANIES GROUP, INC.
(A Development Stage)
Unaudited
Statement of Shareholders' Equity

<CAPTION>
                                                           Deficit
                                                         Accumulated
                        Number of            Additional   During the
                          Shares     Common    Paid In   Development
                       Common Stock   Stock    Capital      Stage      Total
                       ____________  ______  __________  ___________  _______
<S>                    <C>           <C>     <C>         <C>          <C>
Balance at
  December 22, 1988               0  $    0  $        0  $         0  $     0

Stock issued for cash
  April 14, 1989            113,000       1         149            0      150

Stock issued for cash
  May 12, 1989            1,315,000      13       3,987            0    4,000

Stock issued for cash
  November 10, 1989       2,622,000      26       7,974            0    8,000

Stock issued for cash
  December 5, 1989          450,000       5       1,345            0    1,350
                       ____________  ______  __________  ___________  _______ 
Balance at
  December 31, 1989       4,500,000      45      13,455            0   13,500

W/O deferred
  offering costs                                             (10,661) (10,661)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1990       4,500,000      45      13,455      (10,661)   2,839

Net Loss for year ended
  December 31, 1991                                           (1,309)  (1,309)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1991       4,500,000      45      13,455      (11,970)   1,530

Net Loss for year ended
  December 31, 1992                                              (10)     (10) 
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1992       4,500,000      45      13,455      (11,980)   1,520

Net Loss for year ended
  December 31, 1993                                               (9)      (9)
                       ____________  ______  __________  ____________  ______

Balance at
  December 31, 1993       4,500,000      45      13,455      (11,989)   1,511

                                     6

<PAGE>
Net Loss for year ended
  December 31, 1994                                             (859)    (859)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1994       4,500,000      45      13,455      (12,848)     652

Net Loss for year ended
  December 31, 1995                                             (192)    (192)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1995       4,500,000      45      13,455      (13,040)     460

Net Loss for year ended
  December 31, 1996                                           (4,988)  (4,988)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1996       4,500,000  $   45  $   13,455  $   (18,028) $(4,528)

Net Loss for nine
  months ended
  September 30, 1997                                          (2,622)  (2,622)
                       ____________  ______  __________  ___________  _______

Balance at
  September 30, 1997      4,500,000  $   45  $   13,455  $   (20,650) $(7,150)


</TABLE>

                                     7

<PAGE>
                      GENESIS COMPANIES GROUP, INC.
                      (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS
                           September 30, 1997
                              (Unaudited)


NOTE 1 -  Organization

          Organization - The Company was organized as a Delaware Corporation on
          December 22, 1988.

          Basis of Presentation - The Company is in the development stage and
          is primarily engaged in raising capital.  On or about March 29, 1990,
          the Company filed a registration statement on Form S-18 with the
          Securities and Exchange Commission, wherein the Company attempted to
          register 20,000 Units, each Unit consisting of 100 shares of the
          Company's Common Stock and 100 Class A, Class B and Class C Common
          Stock Purchase Warrants.  This registration statement was
          subsequently voluntarily abandoned by the Company prior to
          effectiveness.  Other than filing of the aforesaid registration
          statement, the only activities undertaken by the Company since its
          inception has been the issuing of 4,500,000 shares of the Company's
          Common Stock to its original shareholders, which stock was issued in
          exchange for aggregate cash consideration of $13,500.  Each
          shareholder of the Company has executed and delivered a "lock-up"
          letter agreement, affirming that they shall not sell their respective
          shares of the Company's Common Stock until such time as the Company
          has successfully consummated a merger or acquisition has been
          consummated, and each shareholder has agreed to place their
          respective stock certificate with the Company's legal counsel who
          will not release these respective certificates until such time as
          legal counsel has confirmed that a merger or acquisition has been
          successfully consummated.

NOTE 2 -  Summary of Significant Accounting Policies:

          Revenue is recognized when earned and expenses are recognized when
          they occur.

          Loss Per Share - Net loss per common share is based upon the weighted
          average common share outstanding during each period.

NOTE 3 -  Income Taxes:

          The Company has made no provision for income taxes because there have
          been no operations to date causing income for financial statement or
          tax purposes.  The Company had net operating loss carryforwards of
          approximately $20,000 for financial statement and tax purposes, which
          begin to expire in 2003.


                                     8

<PAGE>
                                SIGNATURES


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

                              GENESIS COMPANIES GROUP, INC.
                              (Registrant)

                              Dated:  November 14, 1997



                              By:   s/Wm. Ernest Simmons              
                                   Wm. Ernest Simmons
                                   President
                                      

                                     9

<PAGE>
                      GENESIS COMPANIES GROUP, INC.

            Exhibit Index to Quarterly Report on Form 10-QSB
               For the Quarter Ended September 30, 1997

EXHIBITS                                                      Page No.

  EX-27     Financial Data Schedule . . . . . . . . . . . . . .     11




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 1997, AND ARE
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                            7,150
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            45
<OTHER-SE>                                     (7,195)
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 2,622
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (2,622)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,622)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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