ITEM 4. CHANGES IN CERTIFYING ACCOUNTANT

(a) On August 16, 2009, Lawrence Scharfman & Co., CPA P.A., its independent public accountant resigned due to the revocation of their registration with the Public Company Accounting Oversight Board.

Lawrence Scharfman & Co., CPA P.A. reports on Genesis Electronic Group, Inc.'s financial statements for the year ended December 31, 2008 did not contain an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles. Lawrence Scharfman & Co., CPA P.A. did not report on Genesis Electronic Group, Inc.'s financial statements for the year ended December 31, 2007.

During Genesis Electronic Group, Inc.'s most recent fiscal year, December 31, 2008, and the subsequent period through the date of resignation, August 16, 2008 through September 22, 2009, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement(s), if not resolved to the satisfaction of Lawrence Scharfman & Co., CPA P.A., would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report as described in Item 304 (a)(1)(iv) of Regulation S-B.

(b) On August 18, 2009, the board of directors of Genesis Electronics Group, Inc. engaged the accounting firm of Larry O'Donnell CPA as principal accountants of Genesis Electronics Group, Inc. for the fiscal year ended December 31, 2008. Genesis Electronics Group, Inc. did not consult with Larry O'Donnell CPA during the prior two fiscal years ended December 31, 2008 and 2007 regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Genesis Electronics Group, Inc.'s financial statements. Neither written nor oral advice was provided that was an important factor considered by Larry O'Donnell CPA in reaching a decision as to the accounting, auditing or financial reporting issue; or any matter that was the subject of a disagreement or event identified in response to paragraph (a) (1)(iv) of Item 304 of Regulation S-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 16 - Despite repeated attempts and delivery of this Form 8-K, the registrant was unable to contact the prior auditor.

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

Dated: October 20, 2009

GENESIS ELECTRONICS GROUP, INC.

By: /s/Edward C. Dillon
Name: Edward C. Dillon
Title: Chief Executive Officer