SecProbe.io

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Mail Stop 4561
									December 14, 2005

Mr. Jeffrey Glick
Chief Executive Officer
Genesis Realty Group, Inc.
135 East 57th Street, 26th Floor
New York, NY 10022

      Re:	Genesis Realty Group, Inc.
		Form 10-KSB for Fiscal Year Ended December 31, 2004
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
      Form 10-QSB for Fiscal Quarter Ended June 30, 2005
		File No. 0-32037

Dear Mr. Glick:

      We have reviewed your above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Financial Statements

Report of the Independent Registered Public Accounting Firm, page
1

1. Please revise to include an audit opinion for the statements of
operations, changes in stockholders` deficiency, and cash flows
for
the period from November 22, 1999 (inception) to December 31,
2004.
Statements of Operations, page 3
2. We note you have recorded a gain on sale of investment of
$99,500
but do not note any disclosure related to this sale in the notes
to
your financial statements.  Please disclose to us what investment
was
sold, when and to whom it was sold, and how you accounted for the
sale.  Please include in your response what accounting literature
you
relied upon in reaching your conclusions.  Finally, please tell us
how you classified the proceeds from such sale in the statement of
cash flows, based on the guidance in SFAS 95.

Note 8.  Stockholders` Equity, page 12

3. Please tell us the nature of and the business reason for the
transaction with Global Realty Management Group.  Also tell us how
you accounted for this transaction, including how you determined
the
original value of the 500,000 shares of Global Realty Management
Group and include references to the accounting literature that you
relied upon in making such determinations.

Item 8A.  Controls and Procedures

4. We note your statement that based upon their evaluation, your
principal executive officer and principal financial officer
"concluded that, as of the Evaluation Date, the disclosure
controls
and procedures were adequate..."  It does not appear that your
certifying officers have reached a conclusion that your disclosure
controls and procedures are effective.  Please revise to address
your
officers` conclusions regarding the effectiveness of your
disclosure
controls and procedures.  Further, please revise to reflect an
evaluation date as of the end of the period covered by the report.
Refer to Item 307 of Regulation S-B.  Please make conforming
revisions to the Form 10-QSB for the quarter ended June 30, 2005.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

Item 3.  Controls and Procedures

5. Please revise to make reference to the rules defining
disclosure
controls and procedures, Exchange Act Rules 13a-15(e) and 15d-
15(e).

Form 10-QSB for the Fiscal Quarter Ended September 30, 2005

6. Please tell us when you intend to file your Form 10-QSB for the
fiscal quarter ended September 30, 2005, which was due on November
14, 2005.

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3403 if you have questions.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief
Mr. Jeffrey Glick
Genesis Realty Group, Inc.
December 14, 2005
Page 3

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