On November 16, 2012, the Board of Directors (the " Board") of Genesis Group Holdings, Inc. (the "Company") approved a form of indemnification agreement to be entered into by the Company with its directors and executive officers (the "Indemnification Agreement"). Such form is filed herewith as Exhibit 10.1 and incorporated herein by reference.

On November 13, 2012, the Board of the Company appointed Charles Miller to the Board. It is anticipated that Mr. Miller will serve on the Company's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, when those committees are formed. The Company anticipates entering into an Indemnification Agreement with Mr. Miller. Further, the Board has adopted the compensation policy for non-employee directors filed herewith as Exhibit 10.2 and which is incorporated herein by reference, and it is anticipated that Mr. Miller will be compensated in accordance therewith when it becomes effective. Mr. Miller, age 51, has been the Chief Financial Officer of Tekmark Global Solutions, LLC since 1997. Mr. Miller received his B.S. in Accounting and his M.B.A. from Rider University and is a Certified Public Accountant. Mr. Miller brings over 30 years' of financial experience to the Board.

On November 16, 2012, the Board approved new bylaws for the Corporation (the "Amended Bylaws"). The Amended Bylaws are attached hereto as Exhibit 3.1 and are incorporated herein by reference. The Amended Bylaws substantially revise the Company's prior bylaws. Such revisions include the addition of an advance notice bylaw setting forth the requirements for stockholders to propose matters to be considered at a meeting of stockholders (including the nomination of candidates for election to the Board), provisions requiring the vote of two-thirds of the voting power of the Company's stock for stockholders to approve or amend bylaws, and provisions establishing a classified Board (with three classes).

Item 9.01       Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit
Number    Description

  3.1     Amended and Restated Bylaws
 10.1     Form of Director and Officer Indemnification Agreement
 10.2     Non-Employee Director Compensation Policy