UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-QSB









[
                X
                ]
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      The
      Quarterly Period Ended June 30, 2007





[__]
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      The
      Transition Period from __________ To _________





Commission
      file number:  027831





Genesis
      Capital Corporation of Nevada





(Exact
      Name of Registrant as Specified in its Charter)








Nevada
            
            91-1947658(State
                or Other Jurisdiction of Incorporation)
            
            (I.R.S.
                Employer Identification Number)





One
      NE
      First Avenue, Suite 306, Ocala, Florida 34470


(Address
      of principal executive offices)





(305)
        407-9730
 
 Issuer’s
      telephone number





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





Check
      whether the Registrant (1) has filed all reports required by Section 13 or
      15(d)
      of the Securities Exchange Act of 1934 during the preceding 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
      [__]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)  Yes [ X ] No [__]





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS





Check
      whether the registrant filed all documents and reports required by Section
      12,
      13, or 15(d) of the Exchange Act after the distribution of securities under
      a
      plan confirmed by a court





Yes
      [__] No
      [__]




APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number shares outstanding of each of the issuer’s classes of common stock, as of
      the latest practicable date:





As
      of August 14, 2007, there were
      4,680,000 shares of the Registrant's Common Stock, $0.001 par value per share,
      outstanding.





Transitional
      Small Business Disclosure Format Yes [__] No
      [ X ]







**Genesis
      Capital Corporation of Nevada**




FOR
      THE
      QUARTERLY PERIOD ENDED JUNE 30, 2007





TABLE
      OF
      CONTENTS






PART
                I  FINANCIAL INFORMATIONItem
              1.
            Financial
              Statements
            1Item
              2.
            Management's
              Discussion and Analysis or Plan of Operation
            15Item
              3.
            Controls
              and Procedures
            25PART
                II  OTHER INFORMATIONItem
              1.
            Legal
              Proceedings
            26Item
              2.
            Unregistered
              Sales of Equity Securities and Use of
              Proceeds
            26Item
              3.
            Defaults
              upon Senior Securities
            26Item
              4.
            Submission
              of Matters to a Vote of Securities
              Holders
            26Item
              5.
            Other
              Information
            26Item
              6.
            Exhibits
            27












THIS
      REPORT CONTAINS FORWARDLOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.
      SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND
      PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARDLOOKING STATEMENTS ARE
      SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY
      CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND
      PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH
      FORWARDLOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
      PUBLICLY ANY FORWARDLOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION
      BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.






























































PART
      I


FINANCIAL
      INFORMATION





Item
      1.Financial
      Statements






























GENESIS
      CAPITAL CORPORATION


OF
      NEVADA


CONDENSED
      FINANCIAL STATEMENTS (UNAUDITED)


JUNE
      30,
      2007 AND 2006





































**1**




**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**INDEX
      TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)**








PAGE(S)Condensed
                Financial Statements:Balance
                Sheet as of June 30, 2007
                (Unaudited)
            3Statements
                of Income for the nine months and
                threemonths
                ended June 30, 2007 and 2006
                (Unaudited)
            4Statements
                of Cash Flows for the nine months
                endedJune
                30, 2007 and 2006 (Unaudited)
            5Notes
                to Financial Statements
                (Unaudited)
            6-14































**2**


**GENESIS
        CAPITAL CORPORATION OF
        NEVADA**


**CONDENSED
        BALANCE SHEET (UNAUDITED)**
 **JUNE
          30, 2007**


**ASSETS****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            7,112**TOTAL
                ASSETS**
            
            $
            7,112**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****CURRENT
                LIABILITIES**Officers
                Loan
            
            $
            114,084**Total
                current liabilities**
            
            
            114,084**STOCKHOLDERS'
                DEFICIT**Preferred
                stock- Series A, $.001 par value; 5,000,000 sharesauthorized
                and 5,000,000 shares issued and outstanding
            
            
            5,000Series
                B, $.001 par value; 5,000,000 sharesauthorized
                and 0 shares issued and outstanding
            
            
            -Common
                stock, $.001 par value; 500,000,000shares
                authorized and 4,680,000 shares issuedand
                outstanding
            
            
            4,680Additional
                paid-in capital
            
            
            327,615Accumulated
                deficit
            
            
            (444,267)**Total
                Stockholders' Deficit**
            
            
            (106,972)**TOTAL
                LIABILITIES AND****STOCKHOLDERS'
                DEFICIT**
            
            $
            7,112





The
              accompanying notes are an integral part of the condensed financial
              statements.
 **3**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**CONDENSED
      STATEMENTS OF INCOME (UNAUDITED)**


**FOR
      THE NINE MONTHS AND THREE MONTHS ENDED JUNE 30, 2007 AND
      2006**





**NINE
                MONTHS**
            
            
            **THREE
                MONTHS****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006****REVENUE**
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -**OPERATING
                EXPENSES**Professional
                fees and compensation expenses
            
            
            62,288
            
            
            
            976
            
            
            
            35,537Administrative
                expenses
            
            
            182,484
            
            
            
            121,872
            
            
            
            70,227
            
            
            
            82,698Bad
                debt expense
            
            
            -
            
            
            
            135,654
            
            
            
            -
            
            
            
            -Interest
                expense
            
            
            -
            
            
            
            23,574
            
            
            
            -**Total
                operating expenses**
            
            
            244,772
            
            
            
            282,076
            
            
            
            105,764
            
            
            
            82,698**LOSS
                BEFORE OTHER INCOME**
            
            
            (244,772
            )
            
            
            (282,076
            )
            
            
            (105,764
            )
            
            
            (82,698
            )**OTHER
                INCOME**Other
                income - Debentures and related expenses - expiration
            
            
            627,134
            
            
            
            -
            
            
            
            -
            
            
            
            -**Total
                Other Income**
            
            
            627,134
            
            
            
            -
            
            
            
            -
            
            
            
            -**INCOME
                (LOSS) BEFORE PROVISION FOR INCOME TAXES**
            
            
            382,362
            
            
            
            (282,076
            )
            
            
            (105,764
            )
            
            
            (82,698
            )Provision
                for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -**NET  INCOME
                (LOSS) APPLICABLE TO COMMON SHARES**
            
            $
            382,362
            
            
            $
            (282,076
            )
            
            $
            (105,764
            )
            
            $
            (82,698
            )**NET
                INCOME (LOSS) PER BASIC SHARES**
            
            $
            0.08
            
            
            $
            (0.06
            )
            
            $
            (0.02
            )
            
            $
            (0.02
            )**NET
                INCOME (LOSS) PER DILUTED SHARES**
            
            $
            0.00
            
            
            $
            (0.06
            )
            
            $
            (0.02
            )
            
            $
            (0.02
            )**WEIGHTED
                AVERAGE SHARES OUTSTANDING****BASIC**
            
            
            4,680,000
            
            
            
            4,680,000
            
            
            
            4,680,000
            
            
            
            4,680,000**DILUTED**
            
            
            129,680,000
            
            
            
            4,680,000
            
            
            
            4,680,000
            
            
            
            4,680,000




The
            accompanying notes are an integral part of the condensed financial
            statements.
 **4**


**GENESIS
        CAPITAL CORPORATION OF NEVADA**
 **CONDENSED
          STATEMENTS OF CASH FLOWS (UNAUDITED)**
 **FOR
            THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006**


**2007**
              
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income (loss)
              
              $
              382,362
              
              
              $
              (282,076
              )Adjustments
                  to reconcile net income (loss) to net cashprovided
                  by operating activities:Bad
                  debt
              
              
              -
              
              
              
              135,654Expiration
                  of debentures
              
              
              (453,720
              )
              
              
              -Expiration
                  of expenses associated with debentures
              
              
              (173,414
              )
              
              
              -**Changes
                  in assets and liabilities:**Decrease
                  in  loans receivable related party
              
              
              50,434
              
              
              
              -Decrease
                  in management fee receivable
              
              
              143,482
              
              
              
              160,000(Decrease)
                  increase in accounts payable and accrued expenses
              
              
              (61,024
              )
              
              
              23,950Increase
                  in officers loan
              
              
              114,084
              
              
              
              -**Total
                  adjustments**
              
              
              (380,158
              )
              
              
              319,604**Net
                  cash provided by operating activities**
              
              
              2,204
              
              
              
              37,528**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Net
                  proceeds from loans payable
              
              
              -
              
              
              
              4,000**Net
                  cash provided by financing activities**
              
              
              -
              
              
              
              4,000**NET
                  INCREASE IN CASH AND****CASH
                  EQUIVALENTS**
              
              
              2,204
              
              
              
              41,528**CASH
                  AND CASH EQUIVALENTS****BEGINNING
                  OF PERIOD**
              
              
              4,908
              
              
              
              13,223**CASH
                  AND CASH EQUIVALENTS****END
                  OF  PERIOD**
              
              $
              7,112
              
              
              $
              54,751**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW****INFORMATION:****Cash
                  paid during the period for:**Interest
                  expense
              
              $
              -
              
              
              $
              -**SUPPLEMENTAL
                  DISCLOSURE OF NONCASH****INVESTING
                  AND FINANCING ACTIVITIES**Reclassifiy
                  Temporary Equity to Permenant Equity
              
              $
              266,377
              
              
              $
              -Expiration
                  of debentures
              
              $
              453,720
              
              
              $
              -Expiration
                  of costs associated with debentures
              
              $
              173,414
              
              
              $
              -





The
              accompanying notes are an integral part of the condensed financial
              statements.
 **5**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      1 - ORGANIZATION AND BASIS OF PRESENTATION**





The
      condensed unaudited interim financial statements included herein have been
      prepared, without audit, pursuant to the rules and regulations of the Securities
      and Exchange Commission. The condensed financial statements and notes are
      presented as permitted on Form 10-QSB and do not contain information included
      in
      the Company's annual condensed unaudited statements and notes. Certain
      information and footnote disclosures normally included in condensed unaudited
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted pursuant
      to such rules and regulations, although the Company believes that the
      disclosures are adequate to make the information presented not misleading.
Itis suggested
      that these condensed unaudited financial statements be read in conjunction
      with
      the September 30, 2006 audited financial statements and the accompanying notes
      thereto. While management believes the procedures followed in preparing these
      condensed unaudited financial statements are reasonable, the accuracy of the
      amounts are in some respects dependent upon the facts that will exist, and
      procedures that will be accomplished by the Company later in the
      year.





These
      condensed unaudited financial statements reflect all adjustments, including
      normal recurring adjustments which, in the opinion of management, are necessary
      to present fairly the condensed operations, changes in stockholders equity
      (deficit), and cash flows for the periods presented.





Genesis
      Capital Corporation ofNevada (the "Company") was incorporated in the State
      of
      Colorado in 1983. The Company has a total of 500,000,000 authorized common
      shares at June 30, 2007 and 2006, respectively, (par value $.001) with 4,680,000
      shares issued and outstanding at June 30, 2007 and 2006, respectively, and
      10,000,000 shares authorized preferred stock (par value of $.001) with 5,000,000
      shares issued and outstanding as of June 30, 2007 and 2006.





The
      Company was in violation of Section 5 under the Securities and Exchange
      Commission Act as amended. The Company had reclassified certain common shares
      issued to a temporary equity account from its permanent deficit. The Company
      has
      reclassified the temporary equity back to permanent equity as the violation
      was
      rectified.





The
      Company entered into a Stock Acquisition Agreement with Christopher Astrom,
      Hudson Consulting Group, Inc. and Global Universal, Inc. of Delaware dated
      August 30, 2001, which closed on October 30, 2001. This Stock Acquisition
      Agreement enabled Senior Lifestyle Communities, Inc. to acquire 95% of the
      issued and outstanding shares of common and preferred stock of the Company
      for
      $315,000. For accounting purposes, the transaction has been accounted for as
      a
      reverse acquisition, under the purchase method of accounting.













**6**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)**





In
      addition to the Stock Acquisition Agreement, the Company and Senior Lifestyle
      Communities, Inc. entered into a Share Exchange Agreement and Plan of
      Reorganization.





Upon
      these agreements with Senior Lifestyle Communities, Inc., the Company on
      November 1, 2001 assumed by assignment, the obligation of certain 8% Series
      SPA
      Senior Subordinated Convertible Debentures in the face amount of $1,000,000
      received by assignment from Senior Lifestyle Communities, Inc. and Sea Lion
      Investors, LLC, Equity Planners LLC, and Myrtle Holdings, LLC (collectively
      "Purchasers"), each a Colorado limited liability company, issue the Company's
      debentures of Senior Lifestyle Communities, Inc. The debentures and associated
      expenses expired under Colorado law and were taken into income by the Company
      in
      the first quarter of fiscal 2007.





Senior
      Lifestyle Communities, Inc. is a Nevada Corporation engaged in the development
      of senior adult residences, incorporated in August, 2001. In addition to Senior
      Lifestyle Communities, Inc., the Company has Senior Adult Lifestyles, Inc.
      a
      wholly-owned subsidiary effective October 30, 2001. The corporate charters
      of
      the subsidiaries were not renewed and were revoked.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





**Revenue
      and Cost Recognition**





The
      Company's condensed financial statements are prepared using the accrual method
      of accounting. Under this method, revenue is recognized when earned and expenses
      are recognized when incurred. The Company did not earn any revenue from
      consulting services in 2007 or 2006.










**7**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid debt instruments and other short-term
      investments with an initial maturity of nine months or less to be cash
      equivalents. The Company maintains cash and cash equivalent balances at a
      financial institution that is insured by the Federal Deposit Insurance
      Corporation up to $100,000.





**Income
      Taxes**





The
      Company has adopted the provisions of Financial Accounting Standards Board
      Statement No. 109, Accounting for Income Taxes. The Company accounts for income
      taxes pursuant to the provisions of the Financial Accounting Standards Board
      Statement No. 109, Accounting for Income Taxes, which requires an asset and
      liability approach to calculating deferred income taxes. The asset and liability
      approach requires the recognition of deferred tax liabilities and assets for
      the
      expected future tax consequences of temporary differences between the carrying
      amounts and the tax basis of assets and liabilities.





**Fair
      Value of Financial Instruments**





The
      carrying amount reported in the balance sheets for cash and cash equivalents,
      accounts payable and accrued expenses approximate fair value because of the
      immediate or short-term maturity of these financial instruments.





**Earnings
      (Loss) Per Share of Common Stock**





Historical
      net income (loss) per common share is computed using the weighted average number
      of common shares outstanding. Diluted earnings per share (EPS) includes
      additional dilution from common stock equivalents, such as stock issuable
      pursuant to the exercise of stock options and warrants. Common stock equivalents
      were not included in the computation of diluted earnings per share when the
      Company reported a loss because to do so would be antidilutive for periods
      presented.










**8**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Earnings
      (Loss) Per Share of Common Stock (Continued)**





The
      Company has used the issued and weighted average shares as reported in the
      permanent stockholders' schedule.





The
      following is a reconciliation of the computation for basic and diluted
      EPS:





**June
                30, 2007**
            
            
            **June
                30, 2006**Net
                income (loss)
            
            $
            382,362
            
            
            $
            (282,076
            )Weighted-average
                common shares outstanding (Basic)
            
            
            4,680,000
            
            
            
            4,680,000Weighted-average
              common stock equivalents:Stock
                options
            
            
            -
            
            
            
            -Warrants
            
            
            -
            
            
            
            -Preferred
                stock conversions
            
            
            125,000,000Weighted-average
                common sharesoutstanding
                (Diluted)
            
            
            129,680,000
            
            
            
            4,680,000




There
      have been no issuances of preferred or common stock for the nine months ended
      June 30, 2007 and 2006, respectively. The Company issued a one hundred to one
      reverse stock split that took effect on March 29, 2007. Therefore the current
      stock issued and outstanding is 4,680,000.





There
      were no outstanding options and warrants at June 30, 2007 and 2006.










**9**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Recent
      Accounting Pronouncements**





In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections."
      SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion No. 20,
      "Accounting Changes" and SFAS No.3, "Reporting Accounting Changes in Interim
      Financial Statements." SFAS No. 154 requires retrospective application to prior
      periods' financial statements of a voluntary change in accounting principle
      unless it is impracticable. APB No. 20 previously required that most voluntary
      changes in accounting principle be recognized by including the cumulative effect
      of changing to the new accounting principle in net income in the period of
      the
      change. SFAS No. 154 is effective for accounting changes and corrections of
      errors made in fiscal years beginning after December 15,2005. The adoption
      of
      SFAS No. 154 did not have a material impact on the Company's financial position
      or results of operations.





In
      February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments, an amendment of FASB Statements No. 133 and 140." SFAS
      No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No.
      Dl,
      "Application of Statement 133 to Beneficial Interests in Securitized Financial
      Assets," and permits fair value remeasurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation, clarifies which interest-only strips and principal-only strips
      are
      not subject to the requirements of SFAS No. 133, establishes a requirement
      to
      evaluate interests in securitized financial assets to identify interests that
      are freestanding derivatives or that are hybrid financial instruments that
      contain an embedded derivative requiring bifurcation, clarifies that
      concentrations of credit risk in the form of subordination are not embedded
      derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying
      special purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument. SFAS No. 155 is effective for all financial instruments acquired
      or
      issued after the beginning of the first fiscal year that begins after September
      15, 2006. The Company adoption of SFAS No. 155 did not have a material impact
      on
      the company's financial position or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial
      Assets, an amendment ofFASB Statement No. 140." SFAS No. 156 requires an entity
      to recognize a servicing asset or liability each time it undertakes an
      obligation to service a financial asset by entering into a servicing contract
      under a transfer of the servicer's financial assets that meets the requirements
      for sale accounting, a transfer of the servicer's financial assets to a
      qualified special-purpose entity in a guaranteed mortgage securitization in
      which the transferor retains all of the resulting securities and classifies
      them
      as either available-for-sale or trading securities in accordance with SFAS
      No.
      115, "Accounting for Certain Investments in Debt and Equity Securities" and
      an
      acquisition or assumption of an obligation to service a financial asset that
      does not relate to financial assets of the servicer or its






**10**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Recent
      Accounting Pronouncements (Continued)**





affiliates.
      Additionally, SFAS No. 156 requires all separately recognized servicing assets
      and servicing liabilities to be initially measured at fair value, permits an
      entity to choose either the use of an amortization or fair value method for
      subsequent measurements, permits at initial adoption a one-time reclassification
      of available-forsale securities to trading securities by entities with
      recognized servicing rights and requires separate presentation of servicing
      assets and liabilities subsequently measured at fair value and additional
      disclosures for all separately recognized servicing assets and liabilities.
      SFAS
      No. 156 is effective for transactions entered into after the beginning of the
      first fiscal year that begins after September 15,2006. The adoption of SFAS
      No.
      156 did not have a material impact on the company's financial position
      or


results
      of operations.





InSeptember
      2006, the FASB
      issued SFAS No. 157 "Fair Value Measurements," which provides a definition
      of
      fair value, establishes a framework for measuring fair value and requires
      expanded disclosures about fair value measurements. SFAS No. 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007 and interim periods within those fiscal years. The provisions of SFAS
      No.
      157 should be applied prospectively. Management is assessing the potential
      impact on Genesis's financial condition and results of operations.





InSeptember
      2006, the FASB
      issued SFAS No. 158 "Employers' Accounting for Defined Benefit Pension and
      Other
      Postretirement Plans", which amends SFAS No. 87 "Employers' Accounting for
      Pensions" (SFAS No. 87), SFAS No. 88 "Employers' Accounting for Settlements
      and
      Curtailments of Defined Benefit Pension Plans and for Termination Benefits"
      (SFAS No. 88), SFAS No. 106 "Employers' Accounting for Postretirement Benefits
      Other Than Pensions" (SFAS No.1 06), and SFAS No. 132R "Employers' Disclosures
      about Pensions and Other Postretirement Benefits (revised 2003)" (SFAS No.
      132R). This Statement requires companies to recognize an asset or liability
      for
      the overfunded or underfunded status of their benefit plans in their financial
      statements. SFAS No. 158 also requires the measurement date for plan assets
      and
      liabilities to coincide with the sponsor's year end. The standard provides
      two
      transition alternatives related to the change in measurement date provisions.
      The recognition of an asset and liability related to the funded status provision
      is effective for fiscal year ending after December 15, 2006 and the change
      in
      measurement date provisions is effective for fiscal years ending after December
      15, 2008. This pronouncement has no effect on Genesis Capital at this
      time.










**11**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      3 - DEBENTURES PAYABLE**





The
        Company had outstanding convertible debentures at September 30, 2006 and
        2005 in
        the amount of $453,720. The debentures were convertible at the investors’
discretion pursuant to the convertible debenture agreement. These debentures
        were to mature along with the related interest on November 1, 2003 and were
        in
        default. The debentures were released by the debenture holders, the company
        recorded income on the relief of debt.
  **NOTE
      4 - STOCKHOLDERS' EQUITY**





**Common
      and Preferred Stock**





In
      October 2001, the Company completed a recapitalization whereby, the Company
      had
      authorized two classes of stock; preferred stock with a par value of $.001
      and
      10,000,000 shares authorized, and common stock with a par value of $.001, and
      500,000,000 shares authorized.





As
      of
      June 30, 2007 and 2006, the Company had issued 5,000,000 of its preferred
      stock.





The
      Company has also issued as of September 30, 2006 and 2005, 467,949,688 of its
      common shares.





The
      Company has reclassified back to permanent equity as of June 30, 2007 and 2006,
      383,594,468 of its common shares. There have been no issuances of preferred
      or
      common stock for the nine months ended June 30, 2007 and 2006, respectively.
      The
      Company issued a one hundred to one reverse stock split that took effect on
      March 29, 2007. Therefore the current stock issued and outstanding is 4,680,000.
      On February 22, 2007, the Company filed an Amended and Restated Certificate
      of
      Designation of Series A Convertible Preferred Stock with the state of Nevada,
      which certificate of designation decreased the designated Series A Convertible
      Preferred Stock from 10,000,000 shares to 5,000,000 shares. Each share of series
      A convertible preferred stock entitles the holder thereof to 25 votes on all
      matters, the right to convert each share into 25 shares of common stock and
      a
      liquidation preference of $1.00 per share. On February 22, 2007, the Company
      filed a Certificate of Designation of Series B Convertible Preferred Stock
      with
      the state of Nevada, which certificate of designation designated 5,000,000
      shares of Series B Convertible Preferred Stock. Each share of series B
      convertible preferred stock entitles the holder thereof to 250 votes on all
      matters, the right to convert each share into 250 shares of common stock and
      a
      liquidation preference of $1.00 per share.





**Options
      and Warrants**





The
      Company had no options or warrants outstanding at June 30, 2007 and 2006,
      respectively.







**12**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      5 - GOING CONCERN**





The
      Company incurred a profit for the current year and has had recurring losses
      for
      years including and prior to September 30, 2006 and has an accumulated deficit
      account of $444,267.





There
      is
      no guarantee whether the Company will be able to generate enough revenue and/or
      raise capital to support those operations. This raises substantial doubt about
      the Company's ability to continue as a going concern.





Management
      states that they are confident that they can initiate new operations and raise
      the appropriate funds to continue in its pursuit of a reverse merger or similar
      transaction.





The
      Company may have violated certain provisions of Section 5 of the Securities
      Act
      of 1933. The Company reclassified $266,377 into temporary equity from permanent
      equity. In December 2006 the Company eliminated this temporary equity account
      as
      it is believed to have been cured.





The
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.





**NOTE
      6 - INCOME TAXES**





The
      net
      deferred tax assets in the accompanying condensed balance sheet include the
      following components at June 30, 2007 and 2006:





**2007**
            
            
            **2006**Deferred
              tax assets
            
            $
            133,300
            
            
            $
            269,090Deferred
              tax valuation allowance
            
            
            (133,300
            )
            
            
            (269,090
            )Net
              deferred tax assets
            
            $
            -
            
            
            $
            -




Due
      to
      the uncertainty of utilizing the approximate $444,267 and $896,965 in net
      operating losses, for the nine months ended June 30, 2007 and 2006 respectively,
      and recognizing the deferred tax assets, an offsetting valuation allowance
      has
      been established.





**13**


**GENESIS
      CAPITAL CORPORATION OF NEVADA**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2007 AND 2006 (UNAUDITED)**





**NOTE
      7 - OFFICERS LOANS**





This
      represents amounts advanced to companies under common ownership, and officers
      of
      the Company. These amounts have no specific payment terms and are due on demand.
      No interest has been recorded on these amounts, due to the relative short term
      repayments on them.















































**14**


**Item
      2.****Management's
      Discussion and Analysis or Plan of Operation.**





THE
      FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL
      STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION
      APPEARING ELSEWHERE IN THIS REPORT.





History





The
      Company was formed as a Colorado
      corporation on September 19, 1983, under the name Bugs, Inc., for the purpose
      of
      using microbial and other agents, including metallurgy, to enhance oil and
      natural gas production and to facilitate the recovery of certain metals. In
      July
      1989, the Company approved Articles of Amendment changing its name to Genesis
      Services, Inc. In September 1990, the Company approved additional Articles
      of
      Amendment changing its name to Genesis Capital Corporation (sometimes referred
      to as the "Colorado Corporation").





Since
      1994, the activities of the
      Company have been limited because it sold its wholly owned subsidiary, U.S.
      Staffing, Inc., during the 1994-95 fiscal year. In 1999, the Company merged
      with
      Lincoln Health Fund, Inc. which owned land in Tarrant County, Texas, which
      it
      planned to use in building a retirement center. Since 1999, the Company has
      had
      minimal activity. The Company is a shell corporation seeking a business to
      acquire.





On
      December 22, 1998, Genesis Capital
      Corporation of Nevada (sometimes referred to as the "Nevada Corporation") was
      incorporated in Nevada for the purpose of merging with the Colorado Corporation
      so as to effect a re-domicile to Nevada and a reverse split of the Company's
      common stock.





On
      March
      9, 1999, both the Colorado Corporation and the Nevada Corporation signed
      Articles of Merger by which the Colorado Corporation's shareholders received
      one
      share of new (Nevada) common stock for every 2,000 shares of old (Colorado)
      common stock they owned. The shareholders of both corporations had previously
      approved this proposal on due notice, and all outstanding shares of the Colorado
      Corporation's common stock were purchased by the new Nevada Corporation,
      effectively merging the Colorado Corporation into the Nevada Corporation,
      reverse splitting the Company's stock, and making the Nevada Corporation the
      surviving entity. Holders of preferred stock in the old Colorado Corporation
      received preferred stock in the new Nevada Corporation on a 1:1
      basis.





Later
      in March 1999, the Company began
      discussions about acquiring Motor Sports on Dirt, Inc. ("Motor Sports"), which
      claimed to own NASCAR racetracks in the South. On April 6, 1999, the Company
      signed an Acquisition Agreement with Motor Sports which would have effected
      the
      Company's acquisition of Motor Sports. However as a result of continued
      disagreement and negotiations, the contemplated merger with Motor Sports was
      finally canceled on or about September 28, 1999.





On
      August 30, 2001, the Company entered
      into a Stock Acquisition Agreement ("Acquisition Agreement") with Christopher
      Astrom (Purchaser); Hudson Consulting Group, Inc. (Seller); and Global
      Universal, Inc (Seller), pursuant to which Mr. Astrom was granted the right
      to
      purchase 54,110,309 shares of common stock and 1,477,345 shares of preferred
      stock. Under the Acquisition Agreement, Mr. Astrom was to pay $315,000 to the
      Company for the common and preferred stock and tender to the Company all of
      the
      issued and outstanding common stock of Senior Lifestyle Communities, Inc. The
      Acquisition Agreement closed October 30, 2001. At the time of Closing, the
      purchased shares represented 95% of the issued and outstanding common and
      preferred stock of the Company.





On
      October 30, 2001, the Company
      entered into a Share Exchange Agreement and Plan of Reorganization with Mr.
      Astrom and Senior Lifestyle Communities, the purpose of which was to accommodate
      the financing by Mr. Astrom of his $315,000 obligation. Senior Lifestyle
      Communities issued 8% Series SPA Senior Subordinated Convertible Debentures
      in
      the initial amount of $360,000 to a nonaffiliated private source of
      financing.





**15**


At
      the close of the Acquisition
      Agreement and the Exchange Agreement, Communities became a wholly owned
      subsidiary of the Company. Communities owns all of the issued and outstanding
      common stock of Senior Adult Lifestyle, Inc.





Pursuant
      to an Agreement executed on
      December 26, 2001, made effective as of October 31, 2001 and a Statutory
      Warranty Deed dated October 30, 2001, the Company, through Senior, acquired
      from
      National Residential Properties, Inc. k/n/a National Realty & Mortgage, Inc.
      all of the right, title and interest of National in (i) a certain parcel of
      real
      property in Hebron, Connecticut; and (ii) four contracts to purchase certain
      parcels of real property in Watertown, New Milford, Granby and East Windsor,
      Connecticut. In March, 2002, the Company sold its interest in the Connecticut
      Properties to Nathan Kahn and CT Adult Condominiums, LLC.  At the time
      National and the Company had the same officers and directors and, accordingly,
      may have been deemed “affiliates".





In
      June 2002, the Company issued
      3,522,655 shares of Series A Convertible Preferred Stock to Christopher Astrom
      and designated the entire 5,000,000 shares of Preferred Stock then owned by
      Mr.
      Astrom as Series A Convertible Preferred Stock.





On
      July 1, 2004, the Company entered
      into a two (2) year agreement with Wahoo Funding LLC, an affiliated Florida
      limited liability company, whereby the Company rendered to Wahoo certain
      financial and business consulting services in exchange for a total of
      $700,000.  Except for the foregoing contract with Wahoo, the Company
      has not engaged in any operations and has been virtually dormant for several
      years.





Additionally,
      the Company has not
      renewed the corporate charters for Senior Lifestyle Communities, Inc. and Senior
      Adult Lifestyles, Inc. The Company has transferred all assets and liabilities
      associated with these companies into the parent Genesis Capital Corporation
      of
      Nevada.





On
      or about February 19, 2006, the
      Company's registration statement filed with the SEC on Form 10-SB became
      effective. Accordingly, the Company has resumed the filing of reporting
      documentation in an effort to maximize shareholder value. The best use and
      primary attraction of the Company as a merger partner or acquisition vehicle
      will be its status as a reporting public company. Any business combination
      or
      transaction may potentially result in a significant issuance of shares and
      substantial dilution to present stockholders of the Company.





In
      February, 2007, the Company filed an
      Amended and Restated Certificate of Designation of Series A Convertible
      Preferred Stock with the state of Nevada, and a Certificate of Designation
      of
      Series B Convertible Preferred Stock. The Certificate of Designation of Series
      B
      Preferred Stock, designated 5,000,000 shares. On February 22, 2007, the Board
      of
      Directors approved the issuance of 5,000,000 shares of its Series B Convertible
      Preferred Stock to Christopher Astrom, in exchange for services
      rendered.





Each
      share of series A convertible
      preferred stock entitles the holder thereof to twenty-five (25) votes on all
      matters, the right to convert each share into twenty-five(25) shares of common
      stock and a liquidation preference of $1.00 per share. Each share of series
      B
      convertible preferred stock entitles the holder thereof to two hundred fifty
      (250) votes on all matters, the right to convert each share into two hundred
      fifty (250) shares of common stock and a liquidation preference of $1.00 per
      share.





On
      March 12, 2007 the Company effected
      a 1 for 100 reverse split of its common stock.





**16**


Current
      Business Plan





The
      Company is a shell company in that
      it has no or nominal operations and either no or nominal assets. At this time,
      the Company's purpose is to seek, investigate and, if such investigation
      warrants, acquire an interest in business opportunities presented to it by
      persons or firms who or which desire to seek the perceived advantages of an
      Exchange Act registered corporation. The Company will not restrict its search
      to
      any specific business, industry, or geographical location and the Company may
      participate in a business venture of virtually any kind or nature. This
      discussion of the proposed business is purposefully general and is not meant
      to
      be restrictive of the Company's virtually unlimited discretion to search for
      and
      enter into potential business opportunities. Management anticipates that it
      may
      be able to participate in only one potential business venture because the
      Company has nominal assets and limited financial resources. This lack of
      diversification should be considered a substantial risk to shareholders of
      the
      Company because it will not permit the Company to offset potential losses from
      one venture against gains from another.





The
      Company may seek a business
      opportunity with entities which have recently commenced operations, or which
      wish to utilize the public marketplace in order to raise additional capital
      in
      order to expand into new products or markets, to develop a new product or
      service, or for other corporate purposes. The Company may acquire assets and
      establish wholly owned subsidiaries in various businesses or acquire existing
      businesses as subsidiaries.





The
      Company intends to advertise and
      promote the Company privately. The Company has not yet prepared any notices
      or
      advertisement. The Company anticipates that the selection of a business
      opportunity in which to participate will be complex and extremely risky. Due
      to
      general economic conditions, rapid technological advances being made in some
      industries and shortages of available capital, management believes that there
      are numerous firms seeking the perceived benefits of a publicly registered
      corporation. Such perceived benefits may include facilitating or improving
      the
      terms on which additional equity financing may be sought, providing liquidity
      for incentive stock options or similar benefits to key employees, providing
      liquidity (subject to restrictions of applicable statutes), for all shareholders
      and other factors. Potentially, available business opportunities may occur
      in
      many different industries and at various stages of development, all of which
      will make the task of comparative investigation and analysis of such business
      opportunities extremely difficult and complex.





The
      Company has, and will continue to
      have, little or no capital with which to provide the owners of business
      opportunities with any significant cash or other assets. However, management
      believes the Company will be able to offer owners of acquisition candidates
      the
      opportunity to acquire a controlling ownership interest in a publicly registered
      company without incurring the cost and time required to conduct an initial
      public offering. The owners of the business opportunities will, however, incur
      significant legal and accounting costs in connection with acquisition of a
      business opportunity, including the costs of preparing Form 8K's, 10K's or
      10KSB's, agreements and related reports and documents. The Securities Exchange
      Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition
      candidate comply with all applicable reporting requirements, which include
      providing audited financial statements to be included within the numerous
      filings relevant to complying with the `34 Act. Nevertheless, the officers
      and
      directors of the Company have not conducted market research and are not aware
      of
      statistical data which would support the perceived benefits of a merger or
      acquisition transaction for the owners of a business opportunity.





The
      analysis of new business
      opportunities will be undertaken by, or under the supervision of, the officers
      and directors of the Company. Management intends to concentrate on identifying
      preliminary prospective business opportunities, which may be brought to its
      attention through present associations of the Company's officers and directors.
      In analyzing prospective business opportunities, management will consider such
      matters as the available technical, financial and managerial resources; working
      capital and other financial requirements; history of operations, if any;
      prospects for the future; nature of present and expected competition; the
      quality and experience of management services which may be available and the
      depth of that management; the potential for further research, development,
      or
      exploration; specific risk factors not now foreseeable but which then may be
      anticipated to impact the proposed activities of the Company; the potential
      for
      growth or expansion; the potential for profit; the perceived public recognition
      of acceptance of products, services, or trades; name identification; and other
      relevant factors. Officers and directors of the Company expect to meet
      personally with management and key personnel of the business opportunity as
      part
      of their investigation. To the extent possible, the Company intends to utilize
      written reports and investigation to evaluate the above factors. The Company
      will not acquire or merge with any company for which audited financial
      statements cannot be obtained within a reasonable period of time after closing
      of the proposed transaction.





**17**


The
      Officers of the Company have
      limited experience in managing companies similar to the Company and shall rely
      upon their own efforts, in accomplishing the business purposes of the Company.
      The Company may from time to time utilize outside consultants or advisors to
      effectuate its business purposes described herein. No policies have been adopted
      regarding use of such consultants or advisors, the criteria to be used in
      selecting such consultants or advisors, the services to be provided, the term
      of
      service, or regarding the total amount of fees that may be paid. However,
      because of the limited resources of the Company, it is likely that any such
      fee
      the Company agrees to pay would be paid in stock and not in cash.





The
      Company will not restrict its
      search for any specific kind of firms, but may acquire a venture which is in
      its
      preliminary or development stage, which is already in operation, or in
      essentially any stage of its corporate life. It is impossible to predict at
      this
      time the status of any business in which the Company may become engaged, in
      that
      such business may need to seek additional capital, may desire to have its shares
      publicly traded, or may seek other perceived advantages which the Company may
      offer. However, the Company does not intend to obtain funds in one or more
      private placements to finance the operation of any acquired business opportunity
      until such time as the Company has successfully consummated such a merger or
      acquisition.





It
      is anticipated that the Company will
      incur nominal expenses in the implementation of its business plan described
      herein. The Company has limited capital with which to pay these anticipated
      expenses.





Acquisition
      of Opportunities





In
      implementing a structure for a
      particular business acquisition, the Company may become a party to a merger,
      consolidation, reorganization, joint venture, or licensing agreement with
      another corporation or entity. It may also acquire stock or assets of an
      existing business. On the consummation of a transaction, it is probable that
      the
      present management and shareholders of the Company will no longer be in control
      of the Company. In addition, the Company's directors may, as part of the terms
      of the acquisition transaction, resign and be replaced by new directors without
      a vote of the Company's shareholders or may sell their stock in the Company.
      Any
      and all such sales will only be made in compliance with the securities laws
      of
      the United States and any applicable state.





It
      is anticipated that any securities
      issued in any such reorganization would be issued in reliance upon exemption
      from registration under applicable federal and state securities laws. In some
      circumstances, however, as a negotiated element of its transaction, the Company
      may agree to register all or a part of such securities immediately after the
      transaction is consummated or at specified times thereafter. If such
      registration occurs, of which there can be no assurance, it will be undertaken
      by the surviving entity after the Company has successfully consummated a merger
      or acquisition.





As
      part of the Company's investigation,
      officers and directors of the Company may personally meet with management and
      key personnel, may visit and inspect material facilities, obtain analysis and
      verification of certain information provided, check references of management
      and
      key personnel, and take other reasonable investigative measures, to the extent
      of the Company's limited financial resources and management expertise. The
      manner in which the Company participates in an opportunity will depend on the
      nature of the opportunity, the respective needs and desires of the Company
      and
      other parties, the management of the opportunity and the relative negotiation
      strength of the Company and such other management.





With
      respect to any merger or
      acquisition, negotiations with target company management are expected to focus
      on the percentage of the Company which the target company shareholders would
      acquire in exchange for all of their shareholdings in the target company.
      Depending upon, among other things, the target company's assets and liabilities,
      the Company's shareholders will in all likelihood hold a substantially lesser
      percentage ownership interest in the Company following any merger or
      acquisition. The percentage ownership may be subject to significant reduction
      in
      the event the Company acquires a target company with substantial assets. Any
      merger or acquisition effected by the Company can be expected to have a
      significant dilutive effect on the percentage of shares held by the Company's
      then shareholders.





**18**


The
      Company will participate in a
      business opportunity only after the negotiation and execution of appropriate
      written agreements. Although the terms of such agreements cannot be predicted,
      generally such agreements will require some specific representations and
      warranties by all of the parties thereto, will specify certain events of
      default, will detail the terms of closing and the conditions which must be
      satisfied by each of the parties prior to and after such closing, will outline
      the manner of bearing costs, including costs associated with the Company's
      attorneys and accountants, will set forth remedies on default and will include
      miscellaneous other terms.





The
      Company does not intend to provide
      its security holders with any complete disclosure documents, including audited
      financial statements, concerning an acquisition or merger candidate and its
      business prior to the consummation of any acquisition or merger
      transaction.





COMPETITION





The
      Company will remain an
      insignificant participant among the firms which engage in the acquisition of
      business opportunities. There are many established venture capital and financial
      concerns which have significantly greater financial and personnel resources
      and
      technical expertise than the Company. In view of the Company's combined
      extremely limited financial resources and limited management availability,
      the
      Company will continue to be at a significant competitive disadvantage compared
      to the Company's competitors





EMPLOYEES





The
      Company currently has no employees. The business of the Company will be managed
      by its officer and directors, who may become employees of the Company. The
      Company does not anticipate a need to engage any fulltime employees at this
      time. The need for employees and their availability will be addressed in
      connection with the proposed development of the Company's real
      property.





POTENTIAL
      VIOLATIONS OF THE SECURITIES' LAWS





In
      a comment letter from the Securities
      and Exchange Commission dated May 31, 2002, the SEC commented on the Company's
      Form 10KSB for the year ended September 30, 2001 and Form 10QSB for the quarter
      ended December 31, 2001.





The
      Company during the year ended
      September 30, 2002 became aware that some or all of the stock issuances relating
      to debenture conversions may have not been in compliance with the registration
      provisions of Section 5 of the Securities Act of 1933 as amended. As a result,
      the Company reclassified $266,377 to temporary equity as of September 30, 2004
      and 2003. This account acted as a reserve for capital that the Company may
      be
      required to pay. In the first quarter of 2007 the Company reclassified the
      temporary equity to permanent equity.





As
      described below, the Company does
      not now view the possible securities violations as material and as such has
      re-reclassified the temporary equity back to permanent equity.





The
      specific circumstances surrounding
      said potential violations are as follows:





**19**


On
      or
      about October 30, 2001, Senior Lifestyle Communities, Inc. ("Communities")
      issued 8% Senior Subordinated Convertible Redeemable Debentures ("Debentures")
      in the aggregate principal amount of $ 1,000,000 to Sea Lion Investors LLC;
      Equity Planners LLC; and Myrtle Holdings LLC. Subsequent to the issuance of
      the
      Debentures, Communities became a wholly owned subsidiary of the Company and
      the
      Company assumed all of the obligations of Communities under the Debentures.
      The
      Debentures were issued pursuant to Regulation D Rule 504(b)(iii). The Debentures
      permit the holders thereof to convert all or any amount over $5,000.00 of the
      principal face amount of the Debentures into shares of common stock at a
      conversion price of 70% of the per share price valued in accordance with the
      book value of the common stock or 70% of the lowest closing bid price as quoted
      on the OTC Bulletin, if the shares are quoted in the OTC Bulletin
      Board.





On
      December 13, 2001, the Company
      entered into an Escrow Agreement with Sroya Holdings LLC, as escrow agent
      ("Sroya"), and Sea Lion Investors LLC; Equity Planners LLC; and Myrtle Holdings
      LLC, and deposited 100,000,000 shares of its common stock ("Escrow Shares")
      with
      Sroya to ensure the timely delivery of the Company's common stock upon the
      exercise of the conversion privileges by the Debenture holders. All the Escrow
      Shares were issued upon conversion of the Debentures by the Debenture
      Holders.





Section
      5 of the Securities Act
      prohibits the public sale of securities absent an effective registration
      statement being filed with the SEC, unless an exemption from registration
      applies. The above transactions were performed in a manner thought to be exempt
      from the registration requirements of Section 5 of the Securities Act. However,
      the requirements of the exemptions relied on do not appear to have been
      satisfied. The Company was exposed to possible litigation under Section 2(a)(1)
      of the Securities Act. However, Section 13 of the Securities Act provides that
      no action shall be maintained for offering or selling securities in violation
      of
      Section 5 unless that action is brought within one year of the date of the
      violation. No action was brought within the time allotted. Accordingly, in
      the
      first quarter of fiscal 2007, the Company reclassified all remaining amounts
      from temporary equity to permanent stockholder equity.





The
      Company determined that the statute
      of limitations to file a claim to seek repayment on the Debentures expires
      on
      October 30, 2006 and no action was timely filed. On October 30, 2006 the Company
      wrote off the Debenture balance of $453,720 and accrued interest of
      $161,827.  In addition, on May 18, 2007, the Company received a
      general release from the debenture holders.





























**20**


*The
      following presentation of management's discussion and analysis of the Company's
      financial condition and results of operations should be read in conjunction
      with
      the Company's consolidated financial statements, the accompanying notes thereto
      and other financial information appearing elsewhere in this report. This section
      and other parts of this report contain forward-looking statements that involve
      risks and uncertainties. The Company's actual results may differ significantly
      from the results discussed in the forward-looking statements.*





RESULTS
      OF OPERATIONS





*THREE
      MONTHS ENDED JUNE 30, 2007 COMPARED TO*


*THREE
      MONTHS ENDED JUNE 30, 2006*





Revenues





Revenues
      were $0.00 for the three months ended June 30, 2007, as compared to $0.00 for
      the three months ended June 30, 2006.





Cost
      Of Revenues





Cost
      of
      revenues was $0.00 for the three months ended June 30, 2007, as compared to
      $0.00 for the three months ended June 30, 2006.





Operating
      Expenses





Operating
      expenses for the three months ended June 30, 2007 were $105,764 compared to
      $82,698 for the three months ended June 30, 2006. This increase was due to
      an
      increase in professional fees and compensation expense.  In
      particular, the Company did not incur professional fees and professional
      compensation expenses during the quarter ended June 30, 2006.





Loss
      From Operations





Loss
      from
      operations for the three months ended June 30, 2007 was $105,764 compared to
      $82,698 for the three months ended June 30, 2006.





Net
      Loss Applicable To Common Stock





Net
      loss
      per share applicable to Common Stock was $0.02 for the three months ended June
      30, 2007, compared to $0.02 for the three months ended June 30,
      2006.





**21**


*NINE
      MONTHS ENDED JUNE 30, 2007 COMPARED TO*


*NINE
      MONTHS ENDED JUNE 30, 2006*


Revenues





Revenues
      were $0.00 for the nine months ended June 30, 2007, as compared to $0.00 for
      the
      nine months ended June 30, 2006.





Cost
      Of Revenues





Cost
      of
      revenues was $0.00 for the nine months ended June 30, 2007, as compared to
      $0.00
      for the nine months ended June 30, 2006.





Operating
      Expenses





Operating
      expenses for the nine months ended June 30, 2007 were $244,772 compared to
      $282,076 for the nine months ended June 30, 2006.  Operating expenses
      for both periods comprised of professional fees and general and administrative
      expenses.  In addition, in the nine month period ended June 30, 2006
      the Company recognized a bad debt expense in the amount of
      $135,654.





Loss
      From Operations





Loss
      from
      operations for the nine months ended June 30, 2007 was $244,772 compared to
      $282,076 for the nine months ended June 30, 2006.





Interest
      Expense





Interest
      expense was $0 and $23,574 for the nine months ended June 30, 2007 and 2006,
      respectively.  Interest expense is also included in the total
      operating expenses discussed above.





Other
      Income





The
      Company recognized a one time credit of other income during the nine months
      ended June 30, 2006 in the amount of $627,134 as a result of the write off
      of
      the debentures and related interest.





Net
      Income (Loss) Applicable To Common Stock





Net
      loss
      per share applicable to Common Stock was ($0.06) for the nine months ended
      June
      30, 2007, compared to a net income per common share of $0.08 for the nine months
      ended June 30, 2006.





**22**


LIQUIDITY
      AND CAPITAL RESOURCES





The
      Company currently plans to satisfy
      its cash requirements for the next 12 months by borrowing from affiliated
      companies with common ownership or control or directly from its officers and
      directors and believes it can satisfy its cash requirements so long as it is
      able to obtain financing from these affiliated companies. The Company currently
      expects that money borrowed will be used during the next 12 months to satisfy
      the Company's operating costs, professional fees and for general corporate
      purposes. The Company has also been exploring alternative financing sources.
      The
      Company currently has no plans to conduct any research and development, to
      purchase or sell any significant equipment or to make any significant changes
      in
      its number of employees.





The
      Company will use its limited
      personnel and financial resources in connection with seeking new business
      opportunities, including seeking an acquisition or merger with an operating
      company. It may be expected that entering into a new business opportunity or
      business combination will involve the issuance of a substantial number of
      restricted shares of common stock. If such additional restricted shares of
      common stock are issued, the shareholders will experience a dilution in their
      ownership interest in the Company. If a substantial number of restricted shares
      are issued in connection with a business combination, a change in control may
      be
      expected to occur.





As
      of June 30, 2007, the Company had
      current assets consisting of cash and cash equivalents in the amount of $7,112.
      As of June 30, 2007, the Company had current liabilities consisting of an
      officers loan in the amount of $114,084.





RECENT
      ACCOUNTING PRONOUNCEMENTS





The
      Company continues to assess the
      effects of recently issued accounting standards. The impact of all recently
      adopted and issued accounting standards has been disclosed in the
      Notes.





CRITICAL
      ACCOUNTING ESTIMATES





The
      Company is a shell company and, as
      such, the Company does not employ critical accounting estimates. Should the
      Company resume operations it will employ critical accounting estimates and
      will
      make any and all disclosures that are necessary and appropriate.





OFF
      BALANCE SHEET TRANSACTIONS





The
      Company has no off balance sheet
      arrangements and has not entered into any transactions involving unconsolidated,
      limited purpose entities.
















**23**


RISK
      FACTORS





IN
      ADDITION TO OTHER INFORMATION IN THIS REPORT, YOU SHOULD CONSIDER THE FOLLOWING
      RISK FACTORS CAREFULLY. THESE RISKS MAY IMPAIR THE COMPANY'S OPERATING RESULTS
      AND BUSINESS PROSPECTS AS WELL AS THE MARKET PRICE OF THE COMPANY'S COMMON
      STOCK.





RISKS
      RELATED TO THE COMPANY'S FINANCIAL


CONDITION
      AND BUSINESS MODEL





THE
      COMPANY'S LIQUIDITY IS LIMITED AND IT MAY NOT


BE
      ABLE
      TO OBTAIN SUFFICIENT FUNDS TO FUND ITS BUSINESS





The
      Company's cash is currently very
      limited and may not be sufficient to fund future operations. These factors
      may
      make the timing, amount, terms and conditions of additional financing
      unattractive for the Company. If the Company is unable to raise additional
      capital, any future operations could be impeded. If the Company obtains
      additional funding, the issuance of additional capital stock may be dilutive
      to
      the Company's stockholders.





THE
      COMPANY HAS RECEIVED A GOING CONCERN


OPINION
      FROM ITS AUDITORS





The
      Company's consolidated financial
      statements have been prepared on the assumption that the Company will continue
      as a going concern. The Company's independent auditors have issued a report
      that
      includes an explanatory paragraph stating the Company's lack of revenue
      generating activities and substantial operating deficits, among other things,
      raise substantial doubt about the Company's ability to continue as a going
      concern.





IT
      MAY BE
      DIFFICULT TO CONSUMMATE


A
      MERGER
      OR ACQUISITION WITH A PRIVATE ENTITY





The
      Company expects its purpose will
      include locating and consummating a merger or acquisition with a private entity.
      The Company anticipates that the selection of a business opportunity in which
      to
      participate will be complex and extremely risky. The Company has, and will
      continue to have, little or no capital with which to provide the owners of
      business opportunities any significant cash or other assets. However, management
      believes the Company will be able to offer owners of acquisition candidates
      the
      opportunity to acquire a controlling ownership interest in a publicly registered
      company without incurring the cost and time required to conduct an initial
      public offering. Such an acquisition candidate will, however, incur significant
      legal and accounting costs in connection with an acquisition of the Company,
      including the costs of preparing current and periodic reports, various
      agreements and other documents.





THE
      COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL





There
      can be no assurance that the
      Company will be able to raise additional capital on a debt or equity
      basis.





**24**


OTHER
      RISKS





THE
      COMPANY IS SUBJECT TO PENNY STOCK


REGULATIONS
      AND REQUIREMENTS FOR LOW PRICED STOCK





The
      SEC adopted regulations which
      generally define a "penny stock" to be any non-Nasdaq equity security that
      has a
      market price of less than $5.00 per share, subject to certain exceptions. Based
      upon the price of the Company's common stock as currently traded on the OTC
      Bulletin Board, the Company's common stock is subject to Rule 15g9 under the
      Exchange Act which imposes additional sales practice requirements on
      broker-dealers which sell securities to persons other than established customers
      and "accredited investors." For transactions covered by this rule, a broker
      dealer must make a special suitability determination for the purchaser and
      have
      received a purchaser's written consent to the transaction prior to sale.
      Consequently, this rule may have a negative effect on the ability of
      stockholders to sell common shares of the Company in the secondary
      market.





ADDITIONAL
      DEBT, CONVERTIBLE DEBT, OR EQUITY


FINANCING
      MAY EFFECT ABILITY OF INVESTORS TO SELL COMMON STOCK





The
      Company's common stock currently
      trades on the OTC Bulletin Board. Stocks trading on the OTC Bulletin Board
      generally attract a smaller number of market makers and a less active public
      market and may be subject to significant volatility. If the Company raises
      additional capital from the sale of the Company's common stock, the market
      price
      could drop and the ability of investors to sell the Company's common stock
      could
      be diminished.





**Item
      3.****Controls
      and Procedures**





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES





The
      Company maintains a set of
      disclosure controls and procedures designed to ensure that information required
      to be disclosed by the Company in the reports filed under the Securities
      Exchange Act, is recorded, processed, summarized and reported within the time
      periods specified by the SEC’s rules and forms. Disclosure controls are also
      designed with the objective of ensuring that this information is accumulated
      and
      communicated to the Company’s management, including the Company’s chief
      executive officer and chief financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





Based
      upon their evaluation as of the
      end of the period covered by this report, the Company’s chief executive officer
      and chief financial officer concluded that, the Company’s disclosure controls
      and procedures are not effective to ensure that information required to be
      included in the Company’s periodic SEC filings is recorded, processed,
      summarized, and reported within the time periods specified in the SEC rules
      and
      forms.





The
      Company’s board of directors was
      advised by Bagell, Josephs, Levine & Company, L.L.C., the Company’s
      independent registered public accounting firm, that during their performance
      of
      audit procedures for 2006 Bagell, Josephs, Levine & Company, L.L.C.
      identified a material weakness as defined in Public Company Accounting Oversight
      Board Standard No. 2 in the Company’s internal control over financial
      reporting.





This
      deficiency consisted primarily of
      inadequate staffing and supervision that could lead to the untimely
      identification and resolution of accounting and disclosure matters and failure
      to perform timely and effective reviews. However, the size of the Company
      prevents us from being able to employ sufficient resources to enable us to
      have
      adequate segregation of duties within our internal control system. Management
      is
      required to apply its judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures.





**25**


CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING





No
      changes in the Company's internal
      control over financial reporting have come to management's attention during
      the
      Company's last fiscal quarter that have materially affected, or are likely
      to
      materially affect, the Company's internal control over financial
      reporting.





PART
      II


OTHER
      INFORMATION





**Item
      1. Legal Proceedings**





The
      Company is not a party to any
      pending legal proceedings nor is any of the Company's property the subject
      of
      any pending legal proceedings.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





On
      January 29, 2007, the Board of
      Directors approved the issuance of 5,000,000 shares of Series A Convertible
      Preferred Stock to Christopher Astrom, an officer, director and 10% shareholder,
      in exchange for services rendered. This issuance was intended to be exempt
      from
      registration under section 4(2) of the Securities Act of 1933.





On
      February 22, 2007, the Board of
      Directors approved the issuance of 5,000,000 shares of its Series B Convertible
      Preferred Stock to Chris Astrom, an officer, director and 10% shareholder,
      in
      exchange for the surrender of the 5,000,000 shares of Series A Convertible
      Preferred Stock that had previously been issued to Mr. Astrom on January 29,
      2007 and for services rendered. This issuance was intended to be exempt from
      registration under section 4(2) of the Securities Act of 1933.





**Item
      3. Defaults Upon Senior Securities**





None





**Item
      4. Submission of Matters to a Vote of Securities
      Holders**





On
      March 12, 2007, we filed a
      Definitive Information Statement on Schedule 14A notifying our shareholders
      that
      action has been approved by the holders of at least a majority of the voting
      power of our shareholders, by written consents without holding a meeting of
      stockholders. By such written consents, such stockholders approved the following
      action:





**26**


1.  To
      effect a reverse split
      of the Company's common stock in a ratio of one (1) new share for every one
      hundred (100) existing shares of common stock. There will be no change to the
      par value or the authorized shares of common stock of the Company and any
      fractional shares will be rounded up, and





2.  To
      amend our Articles of
      Incorporation to effect the 1-for-100 reverse stock split with respect to our
      common stock.





Our
      Board of Directors unanimously
      adopted and approved the proposals, and on February 26, 2007 we received the
      written consent, in lieu of a meeting of stockholders, from the holders of
      78.63% of the shares of our voting stock approving these actions. No other
      votes
      were required to adopt the Amendments and none are being solicited
      hereunder.





The
      Information Statement was first
      mailed or furnished to stockholders on or about March 13, 2007.





**Item
      5. Other Information**





On
      January 29, 2007, the Company filed
      with the SEC a Form 8-K reporting the following events:





·  On
      January 25, 2007, the Company filed a Certificate of Designation of Series
      A
      Convertible Preferred Stock with the state of Nevada, which certificate of
      designation increased the designated Series A Convertible Preferred Stock from
      5,000,000 shares to 10,000,000 shares. On January 29, 2007, the Board of
      Directors approved the issuance of 5,000,000 shares of its Series A Convertible
      Preferred Stock to Christopher Astrom, in exchange for services
      rendered.  Each share of series A convertible preferred stock entitles
      the holder thereof to 25 votes on all matters, the right to convert each share
      into 25 shares of common stock and a liquidation preference of $1.00 per
      share.





On
      February 22, 2007, the Company filed
      with the SEC a Form 8-K reporting the following events:





·  On
      February 22, 2007, the Company filed an Amended and Restated Certificate of
      Designation of Series A Convertible Preferred Stock with the state of Nevada,
      which certificate of designation decreased the designated Series A Convertible
      Preferred Stock from 10,000,000 shares to 5,000,000 shares. Each share of series
      A convertible preferred stock entitles the holder thereof to 25 votes on all
      matters, the right to convert each share into 25 shares of common stock and
      a
      liquidation preference of $1.00 per share.





·  On
      February 22, 2007, the Company filed a Certificate of Designation of Series
      B
      Convertible Preferred Stock with the state of Nevada, which certificate of
      designation designated 5,000,000 shares of Series B Convertible Preferred Stock.
      Each share of series B convertible preferred stock entitles the holder thereof
      to 250 votes on all matters, the right to convert each share into 250 shares
      of
      common stock and a liquidation preference of $1.00 per share.





**27**


**Item
      6. Exhibits**





(a)
      Exhibits:





EXHIBIT
              NUMBER
            DESCRIPTION




31.1
            Certification
                of Chief Executive Officer
                pursuant to Section 302 of the Sarbanes Oxley Act of
                2002.





31.2
            Certification
                of Chief Financial Officer
                pursuant to Secton 302 of the Sarbanes Oxley Act of
                2002.





32.1
            Certification
                of Chief Executive Officer
                pursuant to Secton 906 of the Sarbanes Oxley Act of
                2002.





32.2
            Certification
                of Chief Financial Officer
                pursuant to Secton 906 of the Sarbanes Oxley Act of
                2002.







































**28**


SIGNATURES





In
      accordance with the requirements of
      the Exchange Act, the Company has caused this report to be signed by the
      undersigned, thereunto duly authorized.








GENESIS
      CAPITAL CORPORATION OF NEVADA.





Date:
      August 14, 2007





By:
      /s/
      RICHARD ASTROM





Richard
      Astrom


Chief
      Executive Officer, Director





By:
      /s/
      CHRISTOPHER ASTROM





Christopher
      Astrom


Chief
      Financial Officer, Secretary, Director


































29