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

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(Mark One)

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

For The Quarterly Period Ended December 31, 2009

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

For The Transition Period from __________ To _________

Commission file number:     000-27831

|                                                                   |
|------------------------------------------------------------------------|
| GENESIS CAPITAL CORPORATION OF NEVADA                                  |
|                                                                        |
| (Exact name of registrant business issuer as specified in its charter) |

|                                                                                                              |                                                                   |
|-------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------|
|         Nevada                                                            | 91-1947658           |
|                                                                                                                   |
| (State or other jurisdiction                                                                                      | (IRS Employer Identification No.)                  |
| of incorporation or organization)                                                                                 |                                                                   |
|                                                                                                              |                                                                   |
|              11415 NW 123 Lane, Reddick, Florida | 32686                                                        |
|                                                                                                                   |
|      (Address of principal executive offices)                                            | (zip code)                                    |

|                                                                               |
|------------------------------------------------------------------------------------|
| (718) 554-3652                                                                     |
|                                                                                    |
| (Registrant’s telephone number, including area code)                         |
|                                                                               |
|                                                                                    |
| (Former Name, former address and former fiscal year, if changed since last report) |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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     Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

|                                          |                        |
|-----------------------------------------------|-----------------------------|
| Large accelerated filer o                     | Accelerated filer o         |
| Non-accelerated filer o                       | Smaller reporting company x |
| (Do not check if a smaller reporting company) |                        |

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes o Nox

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

          As of February 1, 2010, there were 29,934,381 shares of the Registrant’s Common Stock, $0.001 par value per share, outstanding.

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GENESIS CAPITAL CORPORATION OF NEVADA        For The Quarterly Period Ended December 31, 2009

**TABLE OF CONTENTS**

|                                                                                                |   |
|-----------------------------------------------------------------------------------------------------|--------|
| PART I - FINANCIAL INFORMATION                                                                      | 3      |
|                                                                                                |   |
| Item 1. Financial Statements                                                                        | 3      |
|                                                                                                |   |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20     |
|                                                                                                |   |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk                                  | 24     |
|                                                                                                |   |
| Item 4T. Controls and Procedures                                                                    | 24     |
|                                                                                                |   |
| PART II - OTHER INFORMATION                                                                         | 26     |
|                                                                                                |   |
| Item 1. Legal Proceedings                                                                           | 26     |
|                                                                                                |   |
| Item 1A. Risk Factors                                                                               | 26     |
|                                                                                                |   |
| Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds                                 | 26     |
|                                                                                                |   |
| Item 4. Submission of Matters to a Vote of Security Holders                                         | 27     |
|                                                                                                |   |
| Item 5. Other Information                                                                           | 27     |
|                                                                                                |   |
| Item 6. Exhibits                                                                                    | 28     |
|                                                                                                |   |
| SIGNATURES                                                                                          | 28     |

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING 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 FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

2

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

**GENESIS CAPITAL CORPORATION        OF NEVADA        CONDENSED FINANCIAL STATEMENTS (UNAUDITED)        DECEMBER 31, 2009 AND 2008**

3

----

**GENESIS CAPITAL CORPORATION OF NEVADA**

**INDEX TO CONDENSED FINANCIAL STATEMENTS**

|                                                                                      |   |        |   |
|-------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                      |   | **PAGE(S)** |
|                                                                                      |   |             |
|                                                                                      |   |        |   |
| Condensed Financial Statements (Unaudited):                                               |   |        |   |
|                                                                                      |   |        |   |
| Balance Sheets as of December 31, 2009 (Unaudited) and September 30, 2009 (Audited)       |   |        | 5      |
|                                                                                      |   |        |   |
| Statements of Operations for the three months ended December 31, 2009 and 2008(Unaudited) |   |        | 6      |
|                                                                                      |   |        |   |
| Statements of Cash Flows for the three months ended December 31, 2009 and 2008(Unaudited) |   |        | 7      |
|                                                                                      |   |        |   |
| Notes to Financial Statements                                                             |   |        | 8-19   |

4

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**GENESIS CAPITAL CORPORATION OF NEVADA        CONDENSED BALANCE SHEETS (UNAUDITED)**

|                                                                                                        |   |                                     |     |                                      |   |     |   |
|-------------------------------------------------------------------------------------------------------------|--------|------------------------------------------|----------|-------------------------------------------|--------|----------|--------|
|                                                                                                        |   | **December 31,                    2009** |     | **September 30,                    2009** |   |
|                                                                                                        |   |                                          |     |                                           |   |
| **ASSETS**                                                                                                  |
| **CURRENT ASSETS**                                                                                          |   |                                     |     |                                      |   |     |   |
| Cash and cash equivalents                                                                                   |   | $                                        | 455      |                                      | $      | 491      |   |
|                                                                                                        |   |                                          |          |                                      |        |          |   |
| **TOTAL ASSETS**                                                                                            |   | $                                        | 455      |                                      | $      | 491      |   |
|                                                                                                        |   |                                          |          |                                      |        |          |   |
|                                                                                                        |   |                                     |     |                                      |   |     |   |
| **LIABILITIES AND STOCKHOLDERS’ (DEFICIT)**                                                           |
|                                                                                                        |   |                                     |     |                                      |   |     |   |
| **CURRENT LIABILITIES**                                                                                     |   |                                     |     |                                      |   |     |   |
| Accounts payable                                                                                            |   | $                                        | 12,900   |                                      | $      | 9,900    |   |
| Officers Loan                                                                                               |   |                                     | 37,452   |                                      |   | 37,452   |   |
|                                                                                                        |   |                                          |          |                                      |        |          |   |
| **Total Current Liabilities**                                                                               |   |                                     | 50,352   |                                      |   | 47,352   |   |
|                                                                                                        |   |                                          |          |                                      |        |          |   |
|                                                                                                        |   |                                     |     |                                      |   |     |   |
| **STOCKHOLDERS’ (DEFICIT)**                                                                           |   |                                     |     |                                      |   |     |   |
| Preferred stock A, $.001 par value; 5,000,000 shares authorized and 5,000,000 shares issued and outstanding |   |                                     | 5,000    |                                      |   | 5,000    |   |
| Preferred stock B, $.001 par value; 5,000,000 shares authorized and 5,000,000 shares issued and outstanding |   |                                     | 5,000    |                                      |   | 5,000    |   |
| Common stock, $.001 par value; 500,000,000 shares authorized and 10,048 shares issued and outstanding       |   |                                     | 10       |                                      |   | 10       |   |
| Additional paid-in capital                                                                                  |   |                                     | 336,285  |                                      |   | 336,285  |   |
| Accumulated deficit                                                                                         |   |                                     | (396,192 | )                                         |   | (393,156 | )      |
|                                                                                                        |   |                                          |          |                                      |        |          |   |
|                                                                                                        |   |                                     |     |                                      |   |     |   |
| **Total Stockholders’ (Deficit)**                                                                     |   |                                     | (49,897  | )                                         |   | (46,861  | )      |
|                                                                                                        |   |                                          |          |                                      |        |          |   |
|                                                                                                        |   |                                     |     |                                      |   |     |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)**                                                     |   | $                                        | 455      |                                      | $      | 491      |   |
|                                                                                                        |   |                                          |          |                                      |        |          |   |

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

5

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**GENESIS CAPITAL CORPORATION OF NEVADA        CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)        FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008**

|                                                             |   |                   |    |     |   |    |   |
|------------------------------------------------------------------|--------|------------------------|---------|----------|--------|---------|--------|
|                                                             |   | **THREE MONTHS ENDED** |    |
|                                                             |   |                        |    |
|                                                             |   | **2009**               |    | **2008** |   |
|                                                             |   |                        |    |          |   |
|                                                             |   |                   |    |     |   |    |   |
| **CONSULTING REVENUE**                                           |   | $                      | — |     | $      | — |   |
|                                                             |   |                        |         |     |        |         |   |
|                                                             |   |                   |    |     |   |    |   |
| **OPERATING EXPENSES**                                           |   |                   |    |     |   |    |   |
| Professional fees and compensation expenses                      |   |                   | 3,000   |     |   | 10,800  |   |
| Administrative expenses                                          |   |                   | 36      |     |   | 996     |   |
|                                                             |   |                        |         |     |        |         |   |
|                                                             |   |                   |    |     |   |    |   |
| **Total operating expenses**                                     |   |                   | 3,036   |     |   | 11,796  |   |
|                                                             |   |                        |         |     |        |         |   |
|                                                             |   |                   |    |     |   |    |   |
| **LOSS BEFORE PROVISION FOR INCOME TAXES**                       |   |                   | (3,036  | )        |   | (11,796 | )      |
| Provision for income taxes                                       |   |                   | — |     |   | — |   |
|                                                             |   |                        |         |     |        |         |   |
|                                                             |   |                   |    |     |   |    |   |
| **NET LOSS APPLICABLE TO COMMON SHARES**                         |   | $                      | (3,036  | )        | $      | (11,796 | )      |
|                                                             |   |                        |         |     |        |         |   |
|                                                             |   |                   |    |     |   |    |   |
| **NET LOSS PER BASIC AND DILUTED SHARES**                        |   | $                      | (0.30   | )        | $      | (1.17   | )      |
|                                                             |   |                        |         |     |        |         |   |
|                                                             |   |                   |    |     |   |    |   |
| **WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED SHARES** |   |                   | 10,048  |     |   | 10,048  |   |
|                                                             |   |                        |         |     |        |         |   |

The accompanying notes are an integral part of the condensed financial statements.6

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**GENESIS CAPITAL CORPORATION OF NEVADA        CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)        FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008**

|                                                                        |   |                                                   |    |     |   |    |   |
|-----------------------------------------------------------------------------|--------|--------------------------------------------------------|---------|----------|--------|---------|--------|
|                                                                        |   | **Three Months ended                    December 31,** |    |
|                                                                        |   | **2009**                                               |    | **2008** |   |
|                                                                        |   |                                                        |    |          |   |
|                                                                        |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                    |   |                                                   |    |     |   |    |   |
| Net loss                                                                    |   | $                                                      | (3,036  | )        | $      | (11,796 | )      |
|                                                                        |   |                                                        |         |     |        |         |   |
| Adjustments to reconcile net loss to net cash used in operating activities: |   |                                                   |    |     |   |    |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| **Changes in assets and liabilities:**                                      |   |                                                   |    |     |   |    |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| Increase in accounts payable and accrued expenses                           |   |                                                   | 3,000   |     |   | 10,800  |   |
|                                                                        |   |                                                        |         |     |        |         |   |
| **Total adjustments**                                                       |   |                                                   | 3,000   |     |   | 10,800  |   |
|                                                                        |   |                                                        |         |     |        |         |   |
| **Net cash (used in) operating activities**                                 |   |                                                   | (36     | )        |   | (996    | )      |
|                                                                        |   |                                                        |         |     |        |         |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                    |   |                                                   |    |     |   |    |   |
| (Decrease) in officers loan                                                 |   |                                                   | — |     |   | (12,067 | )      |
|                                                                        |   |                                                        |         |     |        |         |   |
| **Net cash (used in) financing activities**                                 |   |                                                   | — |     |   | (12,067 | )      |
|                                                                        |   |                                                        |         |     |        |         |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| **NET (DECREASE) IN CASH AND CASH EQUIVALENTS**                             |   | $                                                      | (36     | )        | $      | (13,063 | )      |
|                                                                        |   |                                                   |    |     |   |    |   |
| **CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD**                           |   |                                                   | 491     |     |   | 13,662  |   |
|                                                                        |   |                                                        |         |     |        |         |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| **CASH AND CASH EQUIVALENTS END OF PERIOD**                                 |   | $                                                      | 455     |     | $      | 599     |   |
|                                                                        |   |                                                        |         |     |        |         |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| **SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:**                       |   |                                                   |    |     |   |    |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| **CASH PAID DURING THE PERIOD FOR:**                                        |   |                                                   |    |     |   |    |   |
| Interest expense                                                            |   | $                                                      | — |     | $      | — |   |
|                                                                        |   |                                                        |         |     |        |         |   |
|                                                                        |   |                                                   |    |     |   |    |   |
| Income taxes paid                                                           |   | $                                                      | — |     | $      | — |   |
|                                                                        |   |                                                        |         |     |        |         |   |

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

7

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**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **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-Q 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. It is suggested that these condensed unaudited financial statements be read in conjunction with the September 30, 2009 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 of Nevada (the “Company”) was incorporated in the State of Colorado in 1983. The Company has a total of 500,000,000 authorized common shares at December 31, 2009 and 2008, respectively, (par value $.001) with 10,048 shares issued and outstanding at December 31, 2009 and 2008, respectively, and 10,000,000 shares authorized preferred stock (par value of $.001) with 10,000,000 shares issued and                    outstanding as of December 31, 2009 and 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                          | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                          | In addition to the Stock Acquisition Agreement, the Company and Senior Lifestyle Communities, Inc. entered into a Share Exchange Agreement and Plan of Reorganization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

8

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**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 1   -** | **ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          | 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.                                                                          |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          | 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. Additionally, the Company did not renew the corporate charters for Senior Lifestyle Communities, Inc. and Senior Adult Lifestyles, Inc. The Company                    transferred all assets and liabilities associated with these companies into the parent Genesis Capital Corporation of Nevada as the subsidiaries were dissolved. |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **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 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 in 2009 and 2008. All weighted average calculations have been adjusted to account for the stock splits.                                                                                                                                                                                                                                                                                                     |

9

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**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **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 three 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 $250,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                          | **Income Taxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                          | The Company has adopted the provisions of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 740, Accounting for Income Taxes. The Company accounts for income taxes pursuant to the provisions of the ASC 740, 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.                                                                                                                                                                                                                                                                                                                                                                                                   |

10

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**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **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,                    2009** |    | **December 31,                    2008** |   |
|                                                 |   |                                          |    |                                          |   |
|                                                 |
| Net (loss)                                           |   | $                                        | (3,036  | )                                        | $      | (11,796 | )      |
|                                                 |   |                                          |         |                                     |        |         |   |
|                                                 |   |                                     |    |                                     |   |    |   |
| Weighted-average common shares outstanding (Basic)   |   |                                     | 10,048  |                                     |   | 10,048  |   |
|                                                 |   |                                     |    |                                     |   |    |   |
| Weighted-average common stock equivalents:           |   |                                     |    |                                     |   |    |   |
| Stock options                                        |   |                                     | — |                                     |   | — |   |
| Warrants                                             |   |                                     | — |                                     |   | — |   |
| Preferred stock conversions                          |   |                                     | — |                                     |   | — |   |
|                                                 |   |                                          |         |                                     |        |         |   |
| Weighted-average common shares outstanding (Diluted) |   |                                     | 10,048  |                                     |   | 10,048  |   |
|                                                 |   |                                          |         |                                     |        |         |   |

|   |                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 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. |
|   |                                                                                                                                                                                       |
|   | There were no outstanding options and warrants at December 31, 2009 and 2008.                                                                                                              |

11

----

**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 2   -** | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | **Recent Accounting Pronouncements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | In September 2006, the FASB issued ASC 820-10, “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. ASC 820-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions of ASC 820-10 should be applied                    prospectively. Management is assessing the potential impact on Genesis’s financial condition and results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | In February 2008, FASB Staff Position (“FSP”) FAS No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP No. 157-2”) was issued. FSP No. 157-2 defers the effective date of ASC 820-10 to fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial                    statements on a recurring basis (at least annually). Examples of items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods), and long-lived assets, such as property, plant and equipment and intangible assets measured at fair value for an impairment assessment under ASC 360-10 and 360-20.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | The partial adoption of ASC 820-10 on January 1, 2008 with respect to financial assets and financial liabilities recognized or disclosed at fair value in the financial statements on a recurring basis did not have a material impact on the Company’s financial statements. See Note 7 for the fair value measurement disclosures for these assets and liabilities. The Company is in the process of analyzing the potential impact of ASC 820-10                    relating to its planned January 1, 2009 adoption of the remainder of the standard.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | In September 2006, the FASB issued ASC 715 and 958, “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), FASB ASC 715-60,                    “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (FASB ASC 715-60), 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. FASB ASC 715 & 958 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. |

12

----

**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 2   -** | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                          | **Recent Accounting Pronouncements (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                          | In February 2007, the FASB issued FASB ASC 825-10, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115” (“FASB ASC 825-10”). FASB ASC 825-10 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses                    shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. FASB ASC 825-10 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB ASC 820-10 “Fair Value Measurements” (“FASB ASC 820-10”). The Company is                    currently assessing the impact that FASB ASC 825-10 will have on its financial statements.                                                                                                                                   |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                          | In December 2007, the FASB issued FASB ASC 810-10, “Noncontrolling Interest in Consolidated Financial Statements” (“FASB ASC 810-10”). This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that                    should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity. FASB ASC                    810-10 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. This pronouncement has no effect on the Company at this time. |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                          | In March of 2008 the Financial Accounting Standards Board (FASB) issued FASB ASC 815-10, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB ASC 815, “Accounting for Derivatives and Hedging Activities.” FASB ASC 815-10 has the same scope as FASB ASC 815 but requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and                    related hedged items are accounted for under FASB 815 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB ASC 815-10 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The statement encourages, but does not require, comparative disclosures for                    earlier periods at initial adoption. FASB ASC 815-10 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.                                                             |

13

----

**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 2   -** | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          | **Recent Accounting Pronouncements (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          | In May of 2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 has not yet been superseded by FASB Accounting Standards Codification (ASC) Topic 105. This statement identifies literature established by the FASB as the source for accounting principles to be applied by entities which prepare financial statements presented in conformity with generally accepted accounting                    principles (GAAP) in the United States. This statement is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement will require no changes in the Company’s financial reporting practices. |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          | In May of 2008 the Financial Accounting Standards Board (FASB) issued FASB ASC 944, “Accounting for Financial Guarantee Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured                    financial obligation. This statement also clarifies how Statement 60 applies to financial guarantee insurance contracts. This statement is effective for fiscal years beginning after December 15, 2008. This statement has no effect on the Company’s financial reporting at this time.                                                                                                     |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          | In May of 2009, the Financial Accounting Standards Board (FASB) issued FASB ASC 855-10, “Subsequent Events”. This Statement is intended to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis                    for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This Statement is effective for interim and annual periods ending after June 15, 2009. The adoption of FASB ASC 855-10 will not have a material impact on its financial position or results of operations.                                            |

14

----

**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 2   -** | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          | **Recent Accounting Pronouncements (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          | In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment of SFAS No. 140” (SFAS 166). SFAS No. 166 has not yet been superseded by FASB Accounting Standards Codification Topic 105. SFAS 166 amends SFAS No. 140 to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a transfer of                    financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. This Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application                    is prohibited. The recognition and measurement provisions of this Statement shall be applied to transfers that occur on or after the effective date. The Company is currently assessing the impact of the adoption of SFAS 166. |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          | In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (SFAS 167). SFAS No. 167 has not yet been superseded by FASB Accounting Standards Codification Topic 105. SFAS 167 amends certain requirements of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to improve financial reporting by enterprises involved with variable interest entities and to                    provide more relevant and reliable information to users of financial statements. This Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company is currently assessing the impact of the adoption of SFAS 167.                                                                                                                                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          | On June 2009, the FASB issued ASC 105-10, “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“SFAS 162”). Under ASC 105-10, the FASB Accounting Standards Codification will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by                    nongovernmental entities. On the effective date of this statement, the Codification will supersede all existing non-SEC accounting and reporting standards. This standard is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105-10 will not have a material impact on its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                         |

15

----

**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 3   -** | **LOANS PAYABLE - OFFICERS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          | This represents amounts advanced to 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **NOTE 4   -** | **STOCKHOLDERS’ EQUITY (DEFICIT)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          | **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 December 31, 2009 and 2008, the Company had issued 5,000,000 of its preferred stock series A shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          | As of December 31, 2009 and 2008, the Company had issued 5,000,000 of its preferred stock series B shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          | The Company has also issued as of December 31, 2009 and 2008, 10,048 of its common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          | The Company issued a one hundred to one reverse stock split that took effect on March 29, 2007. The Company also issued a five hundred to one reverse stock split that took effect on May 26, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          | 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. |

16

----

**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                      |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 4   -** | **STOCKHOLDERS’ (DEFICIT) (CONTINUED)**                                                                                                                                                                                                                                                                                                             |
|                          |                                                                                                                                                                                                                                                                                                                                                      |
|                          | **Common and Preferred Stock (Continued)**                                                                                                                                                                                                                                                                                                                |
|                          |                                                                                                                                                                                                                                                                                                                                                      |
|                          | The Company issued 5,000,000 shares of series B shares in consideration for services rendered by the officer of the Company. 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 December 31, 2009 and 2008, respectively.                                                                                                                                                                                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                      |
| **NOTE 5   -** | **INCOME TAXES**                                                                                                                                                                                                                                                                                                                                          |
|                          |                                                                                                                                                                                                                                                                                                                                                      |
|                          | The net deferred tax assets in the accompanying balance sheets include the following components at December 31, 2009 and 2008:                                                                                                                                                                                                                            |

|   |                             |   |                                     |     |                                     |   |     |   |
|--------|----------------------------------|--------|------------------------------------------|----------|------------------------------------------|--------|----------|--------|
|   |                             |   | **December 31,                    2009** |     | **December 31,                    2008** |   |
|   |                             |   |                                          |     |                                          |   |
|   |                             |   |                                     |     |                                     |   |     |   |
|   | Deferred tax assets              |   | $                                        | 118,858  |                                     | $      | 113,894  |   |
|   | Deferred tax valuation allowance |   |                                     | (118,858 | )                                        |   | (113,894 | )      |
|   |                             |   |                                          |          |                                     |        |          |   |
|   |                             |   |                                     |     |                                     |   |     |   |
|   | Net deferred tax assets          |   | $                                        | —  |                                     | $      | —  |   |
|   |                             |   |                                          |          |                                     |        |          |   |

|   |                                                                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Due to the uncertainty of utilizing the approximate $396,192 and $379,648 in net operating losses, for the three months ended December 31, 2009 and 2008, and recognizing the deferred tax assets, an offsetting valuation allowance has been established. |

17

----

**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 6   -** | **GOING CONCERN**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          | The Company incurred a loss for the current period and has had recurring losses for years including and prior to December 31, 2009 and has an accumulated deficit of $396,192.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          | 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 financial statements do not include any adjustments that might result from the outcome of these uncertainties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **NOTE 7   -** | **FAIR VALUE MEASUREMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          | On January 1, 2008, the Company adopted SFAS ASC 820-10 “Fair Value Measurements” (“ASC 820-10”). ASC 820-10 defines fair value, provides a consistent framework for measuring fair value under Generally Accepted Accounting Principles and expands fair value financial statement disclosure requirements. ASC 820-10’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect                    readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820-10 classifies these inputs into the following hierarchy: |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          | Level 1 Inputs– Quoted prices for identical instruments in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          | Level 2 Inputs– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.                                                                                                                                                                                                                                                                                                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          | Level 3 Inputs– Instruments with primarily unobservable value drivers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          | The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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**GENESIS CAPITAL CORPORATION OF NEVADA        NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)        DECEMBER 31, 2009 AND 2008**

|                          |                                                                  |
|-------------------------------|-----------------------------------------------------------------------|
| **NOTE 7   -** | **FAIR VALUE MEASUREMENTS (CONTINUED)**                               |
|                          |                                                                  |
|                          | Fair Value Measurements on a Recurring Basis as of December 31, 2009: |

|   |              |   |   |        |   |   |         |   |   |          |   |   |      |   |
|--------|-------------------|--------|--------|-------------|--------|--------|--------------|--------|--------|---------------|--------|--------|-----------|--------|
|   |              |   |   | **Level I** |   |   | **Level II** |   |   | **Level III** |   |   | **Total** |   |
|   |              |   |        |             |   |        |              |   |        |               |   |        |           |   |
|   |
|   | Assets            |   |   |        |   |   |         |   |   |          |   |   |      |   |
|   |
|   | Cash equivalents  |   |   | —     |   |   | —      |   |   | —       |   |   | —   |   |
|   |              |   |        |             |   |        |              |   |        |               |   |        |           |   |
|   |              |   |   |        |   |   |         |   |   |          |   |   |      |   |
|   | Total Assets      |   |   | —     |   |   | —      |   |   | —       |   |   | —   |   |
|   |              |   |        |             |   |        |              |   |        |               |   |        |           |   |
|   |              |   |   |        |   |   |         |   |   |          |   |   |      |   |
|   | Liabilities       |   |   | —     |   |   | —      |   |   | —       |   |   | —   |   |
|   |              |   |        |             |   |        |              |   |        |               |   |        |           |   |
|   |              |   |   |        |   |   |         |   |   |          |   |   |      |   |
|   | Total Liabilities |   |   | —     |   |   | —      |   |   | —       |   |   | —   |   |
|   |              |   |        |             |   |        |              |   |        |               |   |        |           |   |

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTE 8   -** | **SUBSEQUENT EVENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          | On January 8, 2010, Genesis Capital Corporation of Nevada, a Nevada corporation (the “Company”), Genesis Capital Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Lyfetec, Inc., a Nevada corporation (“Lyfetec”), the preferred shareholders of Genesis (the “Preferred Shareholders”), Macada Holding, Inc., and the shareholders of Macada terminated                    the previously entered into Agreement and Plan of Merger (the “Merger Agreement”) which Merger Agreement had previously been filed with a Form 8-K on October 10, 2009.                                                                                                                                                                                    |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          | On February 2, 2010, Genesis Capital Corporation of Nevada, in part, completed the acquisition of the Milwaukee Iron, a member of the Arena Football One, a professional arena football league. Pursuant to the terms of an Agreement and Plan of Merger dated January 26, 2010, Milwaukee Iron merged with and into Genesis Capital Corporation of Nevada, with Genesis Capital Corporation of Nevada continuing as the surviving corporation in the Merger                    as the Milwaukee Iron will be a wholly-owned subsidiary of Genesis. The members of the Milwaukee Iron were issued a total of 29 million shares of Genesis’ common stock in exchange for their membership interest in the Milwaukee Iron. The Merger also required Genesis to take the actions necessary to change its name to Milwaukee Iron Arena Football Inc. |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          | These financial statements were approved by management and available for issuance on February 15, 2010. Management has evaluated subsequent events through this date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Background and History

          Prior to the consummation of the Merger (described below) on January 26, 2010, we were a non-operating shell company with no revenue and minimal assets. As a result of the Merger, we are no longer considered a shell company.

          We were 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, we changed our name to Genesis Services, Inc. In September 1990, we changed our name to Genesis Capital Corporation. Since 1994, when we sold        our wholly owned subsidiary, U.S. Staffing, Inc., our activities have been limited. In 1999, we merged with Lincoln Health Fund, Inc., a Texas real estate holding company also with minimal activity.

          On December 22, 1998, we incorporated Genesis Capital Corporation of Nevada as a Nevada subsidiary with whom we merged so as to effect a re-domicile to Nevada and a reverse split of our common stock. On August 30, 2001, we entered into a Stock Acquisition Agreement with Christopher Astrom (Purchaser); Hudson Consulting Group, Inc. (Seller); and Global Universal, Inc (Seller), pursuant to which Mr. Astrom        acquired the right to purchase 54,110,309 shares of our common stock and 1,477,345 shares of preferred stock. In consideration therefor, Mr. Astrom paid $315,000 and transferred to us all of the common stock of Senior Lifestyle Communities, Inc., the parent company of Senior Adult Lifestyle, Inc.

          On October 30, 2001, we 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 to a nonaffiliated private source of financing 8% Series SPA Senior Subordinated Convertible Debentures in the initial amount of        $360,000.

          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, we acquired from National Residential Properties, Inc. all of its right, title and interest 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, we sold to Nathan Kahn and CT Adult Condominiums, LLC all of our interest in the four Connecticut properties. In June 2002, we issued to Christopher Astrom 3,522,655 shares of Series A Convertible Preferred Stock and designated the entire 5,000,000 shares of Preferred Stock then owned by Mr. Astrom as Series A Convertible Preferred Stock.

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          On July 1, 2004, we entered into a two (2) year agreement with Wahoo Funding LLC, an affiliated Florida limited liability company, whereby we rendered to Wahoo certain financial and business consulting services in exchange for a total of $700,000. Except for the foregoing contract with Wahoo, we have not engaged in any operations and have been virtually dormant for several years. Additionally, we have not        renewed the corporate charters for Senior Lifestyle Communities, Inc. and Senior Adult Lifestyles, Inc. Prior thereto, we had transferred all assets and liabilities associated with these companies into the parent Genesis Capital Corporation of Nevada.

          On or about February 19, 2006, our registration statement filed with the SEC on Form 10-SB became effective. Accordingly, we resumed the filing of reporting documentation in an effort to maximize shareholder value. In February 2007, we filed with the state of Nevada an Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock, 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 to Christopher Astrom of 5,000,000 shares of our Series B Convertible Preferred Stock in exchange for services rendered. 

          On March 12, 2007, we effected a 1 for 100 reverse split of our common stock. On April 21, 2008, we filed a Information Statement on Schedule 14A notifying our stockholders that action has been approved by the holders of at least a majority of the voting power of stockholders, by written consents without holding a meeting of stockholders. By such written consents, on April 24, 2008 we effected a reverse stock        split of our common stock in a ratio of one (1) new share for every five hundred (500) existing shares of common stock, with all fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value nor change the number of authorized shares of our common stock.

          On August 11, 2009, we filed with the SEC a Current Report on Form 8-K announcing that we entered into an Agreement and Plan of Merger with, among others, Mateo Mining Corp. On September 3, 2009, we filed with the SEC a Current Report on Form 8-K announcing that we terminated the above proposed merger with Mateo.

          On October 5, 2009, we filed with the SEC a Current Report on Form 8-K announcing that we entered into an Agreement and Plan of Merger with, among others, Lyfetec, Inc. On January 14, 2010, we filed with the SEC a Current Report on Form 8-K announcing that we terminated the above proposed merger with Lyfetec.

          On October 27, 2009, we filed with the SEC a Current Report on Form 8-K announcing our shift in business strategy from that of a shell company seeking to enter into a reverse merger with an operating business to that of a company seeking to develop an operating business through internal growth and/or targeted acquisitions of specific businesses.

          On November 23, 2009, we filed with the SEC a preliminary Information Statement on Schedule 14C in which we announced that our board of directors and the requisite number of our stockholders, by written consent in lieu of a meeting, have approved an amendment to our articles of incorporation. The proposed amendment seeks to increase the number of authorized

21

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common shares to 1.5 billion and preferred shares to 75,000,001. The SEC has submitted to us a comment letter on this Information Statement, to which we have not yet responded. 

Merger 

          On February 2, 2010, we filed with the SEC a Current Report on Form 8-K announcing, in part, that we completed the acquisition of the Milwaukee Iron, a member team of the Arena Football One, a professional arena football league. Pursuant to the terms of an Agreement and Plan of Merger (the “**Merger Agreement**”) dated January 26, 2010 (the “**Merger**”) among Genesis Capital        Corporation of Nevada (“**Genesis**”), Genesis Capital Acquisition Corp., a wholly-owned subsidiary of Genesis (“**Genesis Sub**”), Milwaukee Iron Professional Arena Football, LLC, a Wisconsin limited liability company (“**MIPAF**”), Wisconsin Professional Arena Football Investment LLC, a Wisconsin limited liability company (“**WPAFI**”) and Christopher Astrom, MIPAF and WPAFI merged with and into Genesis Sub, with Genesis Sub        continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of Genesis. The members of MIPAF and WPAFI were issued a total of 29 million shares of Genesis’ common stock in exchange for their membership interests in MIPAF and WPAFI. 

          Also in connection with the Merger, Genesis shall file a registration statement on Form S-1 to register: (a) the shares underlying the Genesis Series A and Series B Preferred Stock if such preferred stock has not been previously redeemed, (b) 7500 shares owned by Carl Dilley and/or his assigns, (c) shares issued in exchange for certain debt, and (d) any such securities that Genesis deems appropriate. In        addition, Genesis shall issue to Richard Astrom 14,333 Genesis Shares in full satisfaction of that certain debt incurred by the Company in the approximate amount of $43,000.00. Furthermore, upon effectiveness of the Registration Statement, Genesis shall redeem all of Genesis’ currently outstanding Series A and Series B Preferred Stock in exchange for: (a) $350,000 cash, and (b) 870,000 shares of its common stock. The Merger also required Genesis to take the actions necessary to        change its name to Milwaukee Iron Arena Football Inc. 

Current Plan of Operations 

          We own and operate the Milwaukee Iron, a member team of the Arena Football One (“**AF1**” or the “**League**”), a professional arena football league. The Milwaukee Iron is a professional arena football team based in Milwaukee and a charter member of AF1. The Iron play their home games at the Bradley Center, a sports and entertainment venue in downtown Milwaukee. 

          Our strategy at the League level is to participate through the operation of the Iron and through our League ownership in what we believe will be the continued growth of the AF1 which in turn is expected to result in increased revenue to us from: (i) national (League) and regional (team) broadcast contracts, (ii) national League sponsorship contracts, (iii) the sale of additional team memberships in the League,        and (iv) increased fan attendance at AF1 games including Iron games, together with appreciation in the value of the Iron as an AF1 team. 

          At the team level, our strategy is to increase fan attendance at Iron home games, expand our advertising and sponsorship base, and contract with additional local and regional broadcasters

22

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to broadcast Iron games. We believe that fan attendance will increase based upon the game winning success (if any) of the Iron in the AF1 and by increasing media exposure. Game winning success requires the ongoing recruitment of superior players. In order to recruit players, we employ a recruiting team which include our head coach and Director of Player Personnel. In order to increase media exposure and expand our sponsorship base, we call upon the media, corporate        sponsors and other Milwaukee area organizations. We also call upon local businesses to solicit advertising and sponsorship funds on behalf of the Iron. We also intend to participate in a number of charitable events during the year as a part of a community relations and recognition program and maintain Internet website www.mkeiron.com. We may also employ part-time telemarketing personnel to assist in ticket sales. 

          Our strategy also includes maintaining and building community support for, and recognition of, the team as an ongoing valuable entertainment institution in the local Milwaukee area and throughout the state of Wisconsin. 

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2009 (Q1 2010)         COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2008 (Q1 2009)

Revenues

          For the three months ended December 31, 2009 and December 31, 2008 we had no revenue. 

Operating Expenses

          Operating expenses for the three months ended December 31, 2009 were $3036 compared to $11,796 for the three months ended December 31, 2008. This decrease was attributed to decreased professional fees and administrative costs associated with activity related to the search for prospective merger or acquisition candidates. 

Loss From Operations

          Loss from operations for the three months ended December 31, 2009 was $3036 compared to $11,796 for the three months ended December 31, 2008. The decrease in net loss is directly attributable to the decrease in operating expenses described above. 

Net Loss Applicable To Common Stock

          Net loss applicable to Common Stock was $3036 for the three months ended December 31, 2009 compared to $11,796 for the three months ended December 31, 2008. Net loss per common share was $0.30 for the three months ended December 31, 2009 and $1.17 for the three months ended December 31, 2008. 

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LIQUIDITY AND CAPITAL RESOURCES

          As of December 31, 2009, we have not yet achieved profitable operations. We have an accumulated deficit of $396,192 and we expect to incur further losses in the development of our business, all of which, according to our accountants, casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable        operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. We intend to seek additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available. As of December 31, 2009, we had current assets consisting of cash and cash equivalents in the amount of $455, and current liabilities in the amount of $50,352. 

Recent Accounting Pronouncements 

          We continue to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards has been disclosed in the Footnotes to the financial statements. 

Critical Accounting Estimates 

          We are a shell company and, as such, we do not employ critical accounting estimates. Should we resume operations we will employ critical accounting estimates and will make any and all disclosures that are necessary and appropriate. 

Off Balance Sheet Transactions 

          We have no off balance sheet arrangements and have not entered into any transactions involving unconsolidated, limited purpose entities 

Item 3. Quantitative and Qualitative Disclosures about Market Risk 

          We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item. 

Item 4T. Controls and Procedures 

          We maintain a set of disclosure controls and procedures designed to ensure that we disclose required information in the reports filed under the Securities Exchange Act and that such information 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 us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. 

          Based upon their evaluation as of December 31, 2009, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to

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ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. 

          Our board of directors was advised by Bagell, Josephs, Levine & Company, L.L.C., our independent registered public accounting firm, that during their performance of audit procedures for 2009, Bagell, Josephs, Levine & Company, L.L.C. identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 5 in our 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, our size 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. 

Changes in Internal Control Over Financial Reporting 

          There have been no other changes in our internal controls over financial reporting that occurred during the period covered by this Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 

Evaluation of and Report on Internal Control over Financial Reporting 

          Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s        board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: 

|   |                                                                                                                                                                                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.                                                                                                                                                         |

          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are

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subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal        control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 

          Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. 

          Based on its assessment, management concluded that, as of December 31, 2009, the Company’s internal control over financial reporting is not effective based on those criteria. 

          This quarterly report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report        in this Quarterly report. 

Changes in Internal Control over Financial Reporting 

          There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings 

          We are not a party to any pending legal proceedings nor is any of our property the subject of any pending legal proceedings. 

Item 1A. Risk Factors 

          We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item. 

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds. 

          See Item 5, below 

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Item 3. Defaults Upon Senior Securities 

          none

Item 4. Submission of Matters to a Vote of Security Holders 

          none

Item 5. Other Information 

          The following information was previously reported in our Current Report on Form 8-K filed on February 2, 2010: 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES - On January 26, 2010, Genesis issued 29,040,000 shares of its common stock to the recipients set forth on Schedule 2.4(c) of the Merger Agreement, in connection with the Merger. Such issuance was conducted pursuant to Section 4(2) of the Securities Act, as amended, and Regulation D promulgated thereunder.                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| • | ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT - Genesis was notified that the audit practice of Bagell, Josephs, Levine & Company, LLC, the Genesis’ independent registered public accounting firm (the “Former Accountant”), was combined with Friedman LLP (“New Accountant”) on January 1, 2010. As of the same date, the Former Accountant resigned as the independent registered public accounting firm of Genesis                    and, with the approval of Genesis’ Board of Directors, the New Accountant was engaged to be Genesis’ independent registered public accounting firm.                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| • | ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS - In accordance with Section 7.4 of the Merger Agreement, Richard Astrom and Christopher Astrom shall remain the sole officers and directors of Genesis until such time as the Preferred Stock has been redeemed in accordance with Section 7.3 thereof.                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| • | ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR - On November 23, 2009, Genesis filed with the SEC an Preliminary Information Statement of Schedule 14C in which it reported that it received board and shareholder approval to amend the articles of incorporation to: (a) increase the number of authorized shares of Common Stock, par value $0.001 per share, that the Company can have outstanding at any time from 500 million to                    1.5 billion, and (b) to increase the number of authorized shares of Preferred Stock that the Company can have outstanding at any time from 10,000,000 to 20,000,000. Genesis does not intend to pursue this proposed change in Articles of Incorporation. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| • | ITEM 5.06 CHANGE IN SHELL COMPANY STATUS - On January 26, 2010 the Merger was completed. As a result of this transaction, Genesis no longer a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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Item 6. Exhibits

|        |   |            |
|-------------|--------|-----------------|
| **EXHIBIT** |   |            |
| **NUMBER**  |   | **DESCRIPTION** |
|             |   |                 |

|   |                                                                                |
|--------|-------------------------------------------------------------------------------------|
| 31.1   | Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302 |
|   |                                                                                |
| 31.2   | Certification of Principal Financial Officer pursuant to Sarbanes-Oxley Section 302 |
|   |                                                                                |
| 32.1   | Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906     |
|   |                                                                                |
| 32.2   | Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Section 906     |

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.

|                                                |                   |
|-----------------------------------------------------|------------------------|
| By:                                            | /s/ Richard Astrom     |
|                                                |                        |
| Name: Richard Astrom                                |
| Title: Chief Executive Officer, Director            |
| Date: February 16, 2010                        |
|                                                |
| By:                                                 | /s/ Christopher Astrom |
|                                                |                        |
| Name: Christopher Astrom                            |
| Title: Chief Financial Officer, Secretary, Director |
| Date: February 16, 2010.                            |

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