UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549



                             AMENDMENT NUMBER 1 TO
                                   FORM 10-QSB




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


                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001


                           Commission File No. 0-27831


                   GENESIS CAPITAL CORPORATION OF NEVADA, INC.
                   -------------------------------------------
                 (Name of small business issuer in its charter)



             Nevada                                              85-0415741
             ------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                    2921 NW 6th Avenue, Miami, Florida 33127
                    ----------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (305) 573-8882
                                 --------------
                           (Issuer's telephone number)



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

As of February 18, 2002 shares issued and outstanding were 259,949,548.
<PAGE>
PART I.  FINACIAL INFORMATION

         Item 1.  Financial Statements


                           GENESIS CAPITAL CORPORATION
                           OF NEVADA AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


































<PAGE>


             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIAIRES


              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS












Condensed Consolidated Financial Statements:

         Balance Sheets as of  December 31, 2001 (Unaudited)
         and September 30, 2001 (Audited)

         Statements of Operations for the Three Months
         Ended December 31, 2001 and 2000

         Statements of Cash Flows for the Three Months
         Ended December 31, 2001 and 2000

         Notes to Condensed Consolidated Financial Statements

























<PAGE>
<TABLE>
<CAPTION>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
         DECEMBER 31, 2001 (UNAUDITED) AND SEPTEMBER 30, 2001 (AUDITED)


                                     ASSETS


                                                                     (UNAUDITED)         (AUDITED)
                                                                     DECEMBER 31,       SEPTEMBER 30,
                                                                        2001                2001
                                                                   ---------------     ---------------

<S>                                                                <C>                 <C>
CURRENT ASSETS
  Cash in Bank                                                     $          191      $            -
  Debenture receivable                                                          -                   -
                                                                   ---------------     ---------------

          Total current assets                                                191                   -
                                                                   ---------------     ---------------



TOTAL ASSETS                                                       $          191      $             -
                                                                   ===============     ================

































The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIAIRES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
         DECEMBER 31, 2001 (UNAUDITED) AND SEPTEMBER 30, 2001 (AUDITED)


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

                                                                     (UNAUDITED)         (AUDITED)
                                                                     DECEMBER 31,       SEPTEMBER 30,
                                                                        2001                2001
                                                                   ---------------     ---------------
LIABILITIES

CURRENT LIABILITIES
  Accounts Payable and Accrued Expenses                            $     173,250       $      168,250
  Debenture payable                                                      133,405                    -
                                                                   ---------------     ---------------

          Total current liabilities                                      306,655              168,250
                                                                   ---------------     ---------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, $.001 Par Value, 10,000,000 shares authorized
  and 1,555,100 and 77,755 shares issued and outstanding at
  December 31, 2001 and September 30, 2001, respectively                   1,555                   78

  Common Stock, $.001 Par Value, 500,000,000 and 50,000,000
  shares authorized and 159,949,688 and 2,247,911 shares issued
  and outstanding at December 31, 2001 and September 30, 2001,
  respectively                                                           159,950                2,248

  Additional Paid-in Capital                                           9,282,965            9,210,549
  Deficit                                                             (9,750,934)          (9,381,125)
                                                                   ---------------     ---------------

          Total stockholders' (deficit)                                 (306,464)            (168,250)
                                                                   ---------------     ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                      $         191       $            -
                                                                   ==============      ===============


</TABLE>
















The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000



                                                2001                   2000
                                             ------------      ------------

REVENUES                                     $         -       $         -
                                             ------------      ------------

EXPENSES
   Occupancy and property expenses                     -             9,000
   Directors fees                                      -             4,500
   Management fees                                     -             4,500
   Administrative and other expenses             369,809                 -
                                             ------------      ------------
                                                 369,809            18,000
                                             ------------      ------------

LOSS BEFORE INCOME TAX BENEFIT                  (369,809)          (18,000)

INCOME TAX BENEFIT                                     -             6,120
                                             ------------      ------------

NET LOSS                                     $  (369,809)      $   (11,880)
                                             ============      ============


NET LOSS PER BASIC AND DILUTED SHARES        $    (0.004)      $    (0.005)
                                             ============      ============

WEIGHTED AVERAGE BASIC SHARES OUTSTANDING     91,948,837         2,222,911
                                             ============      ============























The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000


                                                          2001             2000
                                                      -----------      -----------

<S>                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                           $ (369,809)      $  (11,880)
                                                      -----------      -----------

Adjustments to reconcile net loss to net cash
provided by operating activities:

   Stock issued for acquisition                          315,000                -
   Deferred income tax benefit                                 -           (6,120)
   Debentures issued for services                         50,000                -

Changes in assets and liabilities
   Accounts payable and accrued expenses, net              5,000           18,000
                                                      -----------      -----------

     Total adjustments                                   370,000           11,880
                                                      -----------      -----------

     Net cash provided by operating activities               191                -
                                                      -----------      -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                      191                -

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                -                -
                                                      -----------      -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD             $      191       $        -
                                                      ===========      ===========


SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING ACTIVITIES:

   Debentures issued                                  $  415,000       $        -
   Less:  Debentures for acquisition                    (315,000)               -
          Debentures converted for professional fees     (50,000)               -
          Proceeds received                              (50,000)
                                                      -----------      -----------

   Debentures receivable                              $        -       $        -
                                                      ===========      ===========

   Debentures converted for common stock              $  133,405       $        -
                                                      ===========      ===========

</TABLE>





The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




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

                  The condensed consolidated unaudited interim financial
                  statements included herein have been prepared by Genesis
                  Capital Corporation of Nevada ("the Company") without audit,
                  pursuant to the rules and regulations of the Securities and
                  Exchange Commission. Certain information and footnote
                  disclosures normally included in the financial statements
                  prepared in accordance with accounting principles generally
                  accepted in the United States of America have been condensed
                  or omitted as allowed by such rules and regulations, and the
                  Company believes that the disclosures are adequate to make the
                  information presented not misleading. It is suggested that
                  these condensed consolidated financial statements be read in
                  conjunction with the September 30, 2001 audited financial
                  statements and the accompanying notes thereto. While
                  management believes the procedures followed in preparing these
                  condensed consolidated 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.

                  The management of the Company believes that the accompanying
                  unaudited condensed consolidated financial statements contain
                  all adjustments (including normal recurring adjustments)
                  necessary to present fairly the operations and cash flows for
                  the periods presented.

                  Genesis Capital Corporation of Nevada (the "Company") was
                  incorporated in the State of Colorado in 1983. The Company has
                  a total of 500,000,000 and 50,000,000 authorized common shares
                  at December 31, 2001 and 2000, respectively, (par value $.001)
                  with 159,949,688 and 2,217,911 shares issued and outstanding
                  at December 31, 2001 and 2000, respectively, and 10,000,000
                  shares authorized preferred stock (par value of $.001) with
                  1,555,100 and 77,755 shares issued and outstanding as of
                  December 31, 2001 and 2000.

                  In December, 1997, the Company merged with Lincoln Health
                  Fund, Inc. which is the company that owned land in Tarrant
                  County, Texas. In March, 1999, the company filed an Articles
                  of Merger in the State of Nevada and to change the par value
                  of its common stock. For the fiscal years ended September 30,
                  2001 and 2000, the Company had only minimal activity recorded.








<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




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

                  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, enough money to pay Hudson
                  Consulting Group, Inc. and Global Universal, Inc. of Delaware
                  their fees in connection with this acquisition.

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

                  Senior Lifestyle Communities, Inc. is a Nevada Corporation
                  engaged in the development of senior adult residences,
                  incorporated in August, 2001. Senior Lifestyle Communities,
                  Inc., owns all of the issued and outstanding common stock of
                  Senior Adult Lifestyles, Inc.

                  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 proceeds of the debentures of Senior Lifestyle
                  Communities, Inc. were used to acquire the Company, and pay
                  all amounts due to the professionals engaged in the
                  transaction and cash flow for the development of senior
                  residential properties including a development located in
                  Connecticut.

                  Additionally, upon the closing of the transaction, certain
                  accounts payables were forgiven.

                  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 its subsidiary
                  Senior Adult Lifestyle, Inc., acquired from National
                  Residential Properties, Inc. (an affiliate) all of the right,
                  title and interest of National Residential Properties, Inc. 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, Granley and East Windsor,
                  Connecticut. The Hebron property is subject to two mortgages
                  having an aggregate principal balance of $315,000, which
                  mortgages Senior Adult Lifestyles, Inc. assumed and agreed to
                  pay as part of the consideration for the conveyance.

                  The Company intends to use the properties acquired to develop
                  active adult communities consisting of condominiums restricted
                  to adults aged 55 years and over.
<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIAIRES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000



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

                  As additional consideration for the conveyance to Senior Adult
                  Lifestyle, Inc., the Company agreed to issue to National
                  Residential Properties, Inc. 20,000,000 shares of the
                  Company's common stock ("Shares") based on a value of $0.10
                  per share (determined on the basis of the average bid price of
                  the Company's common stock during the week immediately prior
                  to the effective date of October 31, 2001) for an agreed
                  consideration of $2,000,000, the earlier of (a) the expiration
                  of three (3) years from the date of the conveyance, or (b) at
                  the time that National Residential Properties, Inc. has sold
                  all of the Shares, if the gross sales proceeds realized by
                  National Residential Properties, Inc. from the sale of the
                  Shares is less than $2,000,000, the Company will be required
                  to issue to National Residential Properties, Inc. such
                  additional shares of common stock in an amount based on the
                  closing bid price as quoted on the OTC Bulletin Board on the
                  day before the date of such additional share issuance as to
                  make up the difference between said gross sales proceeds and
                  $2,000,000. The shares were issued to National Residential
                  Properties, Inc. on February 1, 2002.


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

                  Principles of Consolidation
                  ---------------------------

                  The condensed consolidated unaudited financial statements
                  include the accounts of the Company and all of its
                  wholly-owned subsidiaries. All significant intercompany
                  accounts and transactions have been eliminated in
                  consolidation.

                  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 consolidated financial
                  statements and the reported amounts of revenues and expenses
                  during the reporting period. Actual results could differ from
                  those estimates.





<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000





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

                  Revenue and Cost Recognition
                  ----------------------------

                  The Company's condensed consolidated financial statements are
                  prepared using the accrual method of accounting. Under this
                  method, revenues are recognized when earned and expenses are
                  recognized when incurred.

                  Cash and Cash Equivalents
                  -------------------------

                  The Company considers all highly liquid debt instruments and
                  other short-term investments with an initial maturity of three
                  months or less to be cash equivalents.

                  Reclassifications
                  -----------------

                  Certain amounts for the period ended December 31, 2000, have
                  been reclassified to conform with the presentation of the
                  December 31, 2001 amounts. The reclassifications have no
                  effect on net income for the three months ended December 31,
                  2000.

                  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 condensed consolidated
                  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.


<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000



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

                  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.

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

                                                      December 31,  December 31,
                                                         2001           2000
                                                         ----           ----

                  Net Loss                           ($  369,809)   ($   11,880)
                                                     -----------    -----------

                  Weighted-average common shares
                    outstanding (Basic)               91,948,837      2,222,911

                  Weighted-average common stock
                    equivalents:
                      Stock options                            -              -
                      Warrants                                 -              -
                                                     -----------    -----------

                  Weighted-average common shares
                    outstanding (Diluted)             91,948,837      2,222,911
                                                     ===========    ===========


                  Options and warrants outstanding to purchase stock were not
                  included in the computation of diluted EPS because inclusion
                  would have been antidilutive

                  Comprehensive Income
                  --------------------

                  Statement of Financial Accounting Standards (SFAS) No. 130,
                  Reporting Comprehensive Income, establishes standards for
                  reporting and display of comprehensive income, its components
                  and accumulated balances. Comprehensive income is defined to
                  include all changes in equity except those resulting from
                  investments by owners and distributions to owners. Among other
                  disclosures, SFAS No. 130 requires that all items that are
                  required to be recognized under current accounting standards
                  as components of comprehensive income to be reported in a
                  financial statement that is displayed with the same prominence
                  as other financial statements
<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000




NOTE 3 -          STOCKHOLDERS' EQUITY
                  --------------------

                  Common Stock
                  ------------

                  The Company filed a plan of merger in the State of Nevada with
                  an effective date of March 9, 1999. As part of the agreement,
                  the Board of Directors approved a 2000 to 1 reverse stock
                  split be recorded with any fractional shares rounded up. Also,
                  the par value of the Nevada corporation was changed to $.001
                  par value. In the quarter ended March 31, 2000, 150,000 shares
                  of stock were issued. A total of 105,000 shares was issued as
                  conversion of preferred stock and 45,000 shares for legal
                  services during the current fiscal year. The value of the
                  stock issued for legal services was valued as par value.

                  For the year ended September 30, 2001, the total number of
                  authorized shares increased from 50,000,000 to 500,000,000 on
                  September 17, 2001. Additionally, the Company issued 30,000
                  shares for consulting services.

                  For the three months ended December 31, 2001 the Company
                  issued 157,701,777 shares of common stock of which 54,110,309
                  were issued to Christopher Astrom as a result of the
                  acquisition of Senior Lifestyle Communities, Inc., with the
                  remaining others being issued through debenture conversions.

                  Preferred Stock
                  ---------------

                  The Company's preferred stock contains a designation of $.60
                  cumulative convertible Preferred Stock. A total of 10,000,000
                  shares are authorized with 1,555,100 and 77,755 issued and
                  outstanding as of September 30, 2001 and September 30, 2000,
                  respectively. The holders of the Convertible Preferred Stock
                  shall be entitled to receive, when declared by the Board of
                  Directors, dividends of $.60 per share and no more. Also, the
                  preferred stock is eligible to be converted to common stock at
                  the rate of 10 shares of common stock for each share of
                  preferred stock. In the year ended September 30, 2000, a total
                  of 105,000 shares of preferred stock was converted into common
                  stock.

                  During the three month period ended December 31, 2001, the
                  Company issued 1,477,345 shares of preferred stock to
                  Christopher Astrom as a result of the acquisition of Senior
                  Lifestyle Communities, Inc.





<PAGE>
             GENESIS CAPITAL CORPORATION OF NEVADA AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000





NOTE 4 -          GOING CONCERN
                  -------------

                  As shown in the accompanying condensed consolidated financial
                  statements, the Company incurred net losses for the years
                  ended September 30, 2001 and 2000 as well as for the three
                  months ended December 31, 2001 and has built up substantial
                  deficits.

                  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 also 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 condensed consolidated financial statements do not include
                  any adjustments that might result from the outcome of these
                  uncertainties.
<PAGE>
Item 2.  PLAN OF OPERATIONS

The Company's intended plan of operations for the coming year is to either sell
as a whole or to begin the development of its real estate holdings in
Connecticut. Initially, this will involve obtaining zoning and site approvals
from local governmental authorities. The Company does not expect to generate any
meaningful revenues in the coming year. In order to complete the initial phase
of development involving site approval and zoning, the Company will need
approximately $150,000. To complete the entire real development project, the
Company will need substantial additional financing in an amount not yet
determined. The funds necessary to undertake the plan of operations could be in
the form of either the sale by the Company of equity securities or the obtaining
conventional construction debt financing. At present, the Company has no
understandings, commitments or agreements with respect to any such financing,
either equity or debt. There is no assurance that such financing will be
available to the Company on acceptable terms.

The Company does not expect to hire any employees during the next 12 months.
<PAGE>
PART II.  OTHER INFORMATION

Item 5  Other Information

On or about October 30, 2001, Senior Lifestyle Communities, Inc. ("Communities")
issued its 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. 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 of Communities, or its successors or assigns, are quoted
in the OTC Bulletin Board. Subsequent to the issuance of the Debentures,
Communities became the wholly-owned subsidiary of the Company. The Company has
assumed all of the obligations of Communities under the Debentures.

On August 30, 2001, the Company entered into a Stock Acquisition Agreement
("Acquisition Agreement") with Christopher Astrom; Hudson Consulting Group,
Inc.; and Global Universal, Inc, of Delaware 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.("Communities"). The Acquisition Agreement closed October 30,
2001.

On October 30, 2001, the Company entered into a Share Exchange Agreement and
Plan of Reorganization ("Exchange Agreement") with Mr. Astrom and Communities,
the purpose of which was to accommodate the financing by Mr. Astrom of his
obligations under the Acquisition Agreement. To provide the financing on behalf
of Mr. Astrom, Communities issued its 8% Series SPA Senior Subordinated
Convertible Debentures in the initial amount of $ 360,000 to an non-affiliated
private source of financing. 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 ("Senior").

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, the purpose of which was to amend and
supplement the October 30, 2001 agreement among Communities and the Debenture
holders. Pursuant to the Escrow Agreement, the Company 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 under the Debentures issued on October
31,2001. Under the Escrow Agreement, Sroya, as escrow agent, does not have an
interest in either the Debentures or the Escrow Shares and neither is Stroya
considered a shareholder of the Company by virtue of holding the Escrow Shares.
However, for purposes of the determining the number of shares of the Company's
common stock are issued and outstanding, the Escrow Shares are considered issued
and outstanding. The Escrow Shares were deposited with Sroya pursuant to
Regulation D Rule 540 (b) (iii) and Section 3 (a)(9) of the Securities Act of
1933 as a result of the assumption by the Company of all of the obligations
of Communities under the Debentures, including the obligation to repay the
principal and interest and the conversion privileges. The issuance of the Escrow
Shares to the Debenture holders upon the exercise of the conversion privileges
under the Debentures and any subsequent sale of the Escrow Shares could have a
material adverse affect on the Company's common stock and cause its market price
to decline substantially.
<PAGE>
On February 5, 2002, the Company and Sroya amended the Escrow Agreement to
provide that any and all escrowed shares used to honor conversions privileges of
the Debentures must be replenished within 24 hours of the release of any of the
previously escrowed shares. As a consequence, the Company deposited an
additional 100,000,000 shares of its common stock into the escrow between
February 6, 2002 and February 20, 2002.

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
Registrant, through Senior, acquired from National Residential Properties,
Inc.("National") 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 ("collectively, the "Connecticut Properties"). The
Connecticut Properties are subject to two mortgages having an aggregate
principal balance of $ 315,000.00, which mortgages Senior assumed and agreed to
pay as part of the consideration for the conveyance.

Prior to the conveyance of the Connecticut Properties, in May 2001 National,
through its then wholly- owned subsidiary, Connecticut Acquisitions Corp. No.1
("Acquisition Corp.") entered into a joint venture with Nathan Kahn and various
companies controlled by Mr. Kahn ("Kahn Entities") to develop the portion of the
Connecticut Properties ("Land Development Agreement') located in Hebron,
Connecticut ("Hebron Parcel"). The Land Development Agreement called for
Acquisition Corp, to fund the initial costs of acquisition an d development and,
after the deduction of expenses from gross revenues, profits would be divided
50% to Acquisition Corp. and 50% to the Kahn Entities. On May 8, 2001, following
the acquisition of the Hebron Parcel, Acquisition Corp. was merged into
National. As a consequence of the conveyance of the Hebron Parcel by National to
Senior as part of the Connecticut Properties, Senior has assumed the obligations
of National under the land Development Agreement.

As additional consideration for the conveyance to Senior, the Company agreed to
issue to National 20,000,000 shares of the Company's common stock ("Shares")
based on a value of $0.10 per share (determined on the basis of the average bid
price of the Company's common stock during the week immediately prior to the
effective date of October 31, 2001) for an agreed consideration of $ 2,000,000.
At the earlier of (a) the expiration of three (3) years from the date of the
conveyance, or (b) at the time that National has sold all of the Shares, if the
gross sales proceeds realized by National from the sale of the Shares is less
than $ 2,000,000, the Company will be required to issue to National such
additional shares of common stock in an amount based on the closing bid price as
quoted on the OTC Bulletin Board on the day before the date of such additional
share issuance as to make up the difference between said gross sales proceeds
and $ 2,000,000.  The Shares were issued on February 2, 2002.

The Registrant intends to use the properties acquired to develop active adult
communities consisting of condominiums restricted to adults aged 55 years and
over.

National and the Company have the same officers and directors and, accordingly,
they may be deemed "affiliates".

Item 6.  Exhibits and Reports on Form 8-K

Filed November 14, 2001   Form 8-K, Item 1.  Changes in Control of Registrant
                                    Item 4.  Changes in Registrant's Certifying
                                             Accountant
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NO.                        DESCRIPTION
---                        -----------

Articles of Incorporation and By-laws

3(i)        *              Articles of Incorporation of Genesis Capital
                           Corporation of Nevada, a Nevada corporation, filed
                           with the State of Nevada on December 22, 1998.

3(i)        *              Certificate of Amendment of Genesis Capital
                           Corporation of Nevada, filed with the State of Nevada
                           on September 17, 2001.

3(ii)       *              By-laws of Genesis Capital Corporation.

Plan of Reorganization

2.1         *              Stock Acquisition Agreement dated August 30, 2001
                           between Genesis Capital Corporation of Nevada,
                           Christopher Astrom, Hudson Consulting Group, Inc. and
                           Global Universal Inc. of Delaware.

2.2         *              Share Exchange Agreement and Plan of Reorganization
                           dated October 30, 2001 between Genesis Capital
                           Corporation of Nevada, Senior Lifestyle Communities,
                           Inc.,and Christopher Astrom.

2.3         *              Agreement dated as of October 31, 2001 between
                           Genesis Capital Corporation of Nevada and National
                           Residential Properties, Inc.


Material Contracts


10.7        *              Land Development Agreement between Connecticut
                           Acquisition Corp. No. 1; Loveland Hills, LLC; Ct
                           Adult Condominiums, LLC; Nathan Kahn; Echo Lake,
                           Watertown, LLLC; Carlson Farms, New Milford, LLC; and
                           Coleman Farms, East Windsor, LLLC

10.8        *              Escrow Agreement dated as of December 13, 2001
                           between Genesis Capital Corporation of Nevada and
                           Equity Planners LLC; Sea Lion Investors LLC; Myrtle
                           Holdings LLC; and Sroya Holdings Company, Inc.

10.8a                      Amendment dated February 5, 2002, to Escrow Agreement
                           dated as of December 13, 2001 between Genesis Capital
                           Corporation of Nevada and Equity Planners LLC; Sea
                           Lion Investors LLC; Myrtle Holdings LLC; and Sroya
                           Holdings Company, Inc.

* Incorporated herein by reference from the referenced filings previously made
by the Company.
<PAGE>
Signatures

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



                                 GENESIS CAPITAL CORPORATION OF NEVADA, INC.
                                 (Registrant)


Date:  February 22, 2002         By:   /s/RICHARD ASTROM
                                     -----------------------------------------
                                     Richard Astrom
                                     President, Chief Executive Officer, and
                                     Director











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