SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended December 31, 1999.

[    ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the transition period from ------------ to --------------


         Commission file number: 0-27831
                                 -------


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





              Nevada                                   91-1947658
             --------                                  -----------
  State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)





                   11701 South Freeway, Burleson, Texas 76028
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (817) 293-9334
                             ----------------------
                           (Issuer's telephone number)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                     Yes XX                    No
                        ----                     ----


         The number of outstanding  shares of the issuer's common stock,  $0.001
par value,  as of December  31, 1999 was  2,067,911  and the total number of the
issuer's preferred stock, $.001 par value, was 932,755.


<PAGE>



                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS..................................................3

         Condensed Balance Sheets as of September 30, 1999
                and December 31, 1999..........................................4

         Condensed Statements of Operations
                  for the Three Month Periods Ended
                December 31, 1999 and 1998.....................................5

         Condensed Statements of Cash Flows
                  for the Three Month Periods Ended
                December 31, 1999 and 1998.....................................6

         Condensed Statements of Stockholder's Equity
                  for the Three Month Period Ended
                December 31, 1999 and 1998.....................................7

         Notes to Unaudited Condensed Financial Statements.....................8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................................9


                           PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS......................................................10

ITEM 2 CHANGES IN SECURITIES..................................................10

ITEM5 OTHER INFORMATION.......................................................10


INDEX TO EXHIBITS.............................................................12








                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        2


<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

         As  used  herein,   the  term  "Company"   refers  to  Genesis  Capital
Corporation  of  Nevada.,  a  Nevada  corporation,   and  its  subsidiaries  and
predecessors  unless otherwise  indicated.  Consolidated,  unaudited,  condensed
interim financial statements including a balance sheet for the Company as of the
quarter  ended  December 31, 1999 and  statements of  operations,  statements of
shareholders  equity and  statements of cash flows for the interim  period up to
the date of such balance sheet and the  comparable  period of the preceding year
are  attached  hereto as Pages 3 through 8 and are  incorporated  herein by this
reference.

                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

                                        3


<PAGE>






                      Genesis Capital Corporation of Nevada

                        Unaudited Condensed Balance Sheet

                                                  December 31,   September 30,
                                                      1999           1999
                                                --------------   -------------
                                                  (Unaudited)      (Audited)
ASSETS
      Current Assets:
            Cash in Bank                          $          -   $          -
                                                    ----------    -----------
                 Total current assets                        -              -

      Investments                                            -              -
      Investment in Real Estate                        600,000        600,000
                                                    ----------    -----------
      Deferred Tax Benefit                               5,190          4,619
                                                    ----------    -----------
TOTAL ASSETS                                      $    605,190   $    604,619
                                                    ==========    ===========

LIABILITIES

      Current Liabilities:                        $              $
            Accrued Property Taxes                      35,967         32,158
                                                    ----------    -----------
                 Total Current Liabilities              35,967         32,158

      STOCKHOLDERS' EQUITY

            Preferred stock ($.001 par value,
                 10,000,000 shares authorized;
                 with 182,755 share issued and
                 outstanding                               183            933
            Common stock ($.001 par value
                 50,000,000 shares authorized;
                 with 2,067,911 shares issued
                 and outstanding                         2,068          2,068
            Additional paid in capital               9,195,579      9,194,829
            Retained Earnings                       (8,628,607)    (8,625,369)
                                                    ----------    -----------
                 Total stockholders' equity            569,223        572,461

TOTAL LIABILITIES AND EQUITY                      $    605,190   $    604,619
                                                    ==========    ============





                        See notes to financial statements


                                        4


<PAGE>





                      Genesis Capital Corporation of Nevada
                  Unaudited Condensed Statements of Operations

                                                      Three Months Ended
                                                          December 31,
                                                     1999               1998
                                             -----------------   ---------------

REVENUES

      Revenues                                 $            -    $            -
                                                 ------------      ------------

            Total Revenue                                   -                 -

            Property Taxes                              3,809             4,231
            General and Administrative
            Expenses                                        -                 -
                                                 ------------      ------------
              Total Expenses                            3,809             4,231

               Net Income Before Tax                  (3,809)           (4,231)

               Income Tax Benefit                         571                 -
                                                 ------------      ------------

                Net Income (Loss)              $      (3,238)    $      (4,231)
                                                 ============      ============

Earnings Per Share - Basic

                Net Income (Loss) per Share    $      (0.001)               (2)
Earnings Per Share - Diluted
              Net Income (Loss) per Share             (0.001)           (0.001)


Weighted Average Shares Outstanding                 2,067,911             2,766
Weighted Average Shares Outstanding
(Diluted)                                           3,895,461         3,347,290
(Retroactively Restated)




                        See notes to financial statements

                                        5


<PAGE>





                      Genesis Capital Corporation of Nevada
                  Unaudited Condensed Statements of Cash Flows



                                                           Three Months Ended
                                                             December 31
                                                       1999              1998
                                                  --------------   -------------
CASH FLOWS FROM OPERATION ACTIVITIES

     Net Income per Income Statement               $   (3,238)     $     (4,231)

            Adjustments:
            Depreciation
            Escrow Deposit
            Loan Receivable

            Accrued Property Taxes                      3,809             4,231
            Deferred Income Tax Benefit                  (571)
            Accounts Receivable
                                                     --------        ----------

            Total from Operating Activities             3,238                -
                                                     --------        ----------

     Cash Flows - Investing Activities                     -                -
          Fixed assets
                                                     --------        ----------

          Total for Investing Activities                   -                -

     Cash Flows - Financing Activities

          Common Stock/Paid-In-Capital                     -                -
          Other                                            -                -
                                                     --------        ----------

          Total From Financing Activities                  -                -

          Increase in Cash                                 -                -

          Cash Balance, Begin of Year                      -                -
                                                     --------        ----------

          Cash Balance, End of Year                        -                -
                                                     ========        ==========

          Supplement Disclosure:
                Cash paid during year for:
                Interest                                   -                -
                Income taxes                               -                -









                        See notes to financial statements

                                        6


<PAGE>


<TABLE>
<CAPTION>
                                                   Genesis Capital Corporation of Nevada
                                                      Statement of Stockholders' Equity


                                    Common Stock                  Preferred Stock    Additional Paid-   Accumulated
                                Shares          At Par          Shares        At Par   -in-Capital        Deficit         Total
<S>                        <C>              <C>            <C>          <C>           <C>           <C>                <C>
Balance October 1, 1999          2,067,911  $     2,068.00      932,755 $      933.00 $   9,194,829  $    (8,625,369)   $   572,461
                           ---------------  -------------- ------------ ------------- -------------  ----------------   -----------
Stock Cancellation                                            (750,000) $    (750.00) $         750
                           ---------------  -------------- ------------ ------------- -------------  ----------------   -----------
Net Income (Loss)                                                                                    $        (3,238)   $    (3,238)
                           ---------------  -------------- ------------ ------------- -------------  ----------------   -----------
Balance December 31, 1999        2,067,911  $     2,068.00      182,755 $      333.00 $   9,195,579  $    (8,628,607)   $   569,223
                           ===============  ============== ============ ============= =============  ================   ===========
</TABLE>



                                              See notes to financial statements







                                                         7


<PAGE>



                      Genesis Capital Corporation of Nevada
              Notes to unaudited consolidated financial statements
                                December 31, 1999


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

         a.  Organization

         The  Company  is a  shell  company  that  has  had no  active  business
operations for the past three years.

         b.  Basic Loss Per Share

         Basic loss per share has been calculated  based on the weighted average
         number of shares of common stock outstanding during the period.

         c.  Income Taxes

         As of December  31, 1999,  the Company has a tax loss carry  forward in
         the amount of $46,906 for federal tax income  purposes that may be used
         in the future to offset taxable income.  The tax loss carryforward will
         begin to expire in 2014. For more information  concerning the Company's
         income taxes, please see the financial statements contained in its Form
         10-SB on file with the SEC.

         d.  Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure 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.

         e.  Marketable Securities - Available for Sale

         The   Company   has   classified    its   marketable    securities   as
         "available-for-sale"  securities. Trading securities are stated at fair
         value. Unrealized gains and losses are reported as a separate component
         of equity.

                                        8


<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Quarterly Report contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors  created  thereby.  Investors are cautioned that all
forward- looking  statements  involve risks and uncertainty , including  without
limitation,  the  ability of the  Company to continue  its  expansion  strategy,
changes in costs of raw  materials,  labor,  and employee  benefits,  as well as
general  market  conditions,  competition  and  pricing.  Although  the  Company
believes  that  the  assumptions   underlying  the  forward-looking   statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included in this  Quarterly  Report will prove to be  accurate.  In light of the
significant  uncertainties inherent in the forward- looking statements including
herein,  the  inclusion  of  such  information  should  not be  regarded  as are
presentation by the Company or any other person that the objectives and plans of
the Company will be achieved.

As used  herein the term  "Company"  refers to Genesis  Capital  Corporation  of
Nevada, a Nevada corporation and its predecessors,  unless the context indicates
otherwise.  The Company is currently a shell  company  whose  purpose will be to
acquire  operations  through an  acquisition,  merger or begin its own  start-up
business.

The Company is in the process of  attempting to identify and acquire a favorable
business  opportunity.  The  Company  has  reviewed  and  evaluated  a number of
business ventures for possible  acquisition or participation by the Company. The
Company has not entered into any  agreement,  nor does it have any commitment or
understanding to enter into or become engaged in a transaction as of the date of
this filing. The Company continues to investigate, review, and evaluate business
opportunities  as they  become  available  and will  seek to  acquire  or become
engaged  in  business  opportunities  at  such  time as  specific  opportunities
warrant.

Results of Operations

The Company had no sales  revenues for the three months ended  December 31, 1999
or 1998.  The Company had no sales for the three months ended  December 31, 1999
or 1998 because it is a shell  company that has not had any business  operations
for the past three years.

The Company had no costs of sales  revenues for the three months ended  December
31, 1999 or 1998  because it is a shell  company  that has not had any  business
operations for the past three years.

The Company  had no general and  administrative  expenses  for the three  months
period ended December 31, 1999 or for the same period in 1998.

The  Company  recorded  net  income  loss of $3,238 for the three  months  ended
December 31, 1999 compared to$ 4,231 loss for the same period in 1998.

Capital Resources and Liquidity

At December  31,  1999,  the Company  had total  current  assets of $0 and total
assets of $605,190 as compared to $0 current assets and $604,619 total assets at
September 30, 1999. The Company had a net working  capital deficit of $35,967 at
December  31,  1999 as  compared  to a working  capital  deficit  of  $32,158 at
September 30, 1999.

                                        9


<PAGE>



Net  stockholders'  deficit in the Company was $569,223 as of December 31, 1999,
as compared to $572,461 as of September 30, 1999.

                            PART II-OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

On September 30, 1999,  Biorelease  Corporation filed a petition in the district
court of Harris County,  Texas, 269th judicial district,  involving a March 1994
contract with Genesis by which 150,000  shares of Genesis  preferred  stock were
given to  Biorelease  in exchange  for 1.5 million  shares of its common  stock.
Biorelease has sought relief in the form of an injunction preventing transfer of
its 1.5 million shares, or rescission of the contract, or damages of $1,300,000.
On January 13, 2000, a Final  Judgement  was entered  recinding  the contract as
described above.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

On December,  19, 1999,  the Company  canceled  150,000  shares of its preferred
stock issued to Biorelease Corporation.

In  December  of 1999,  the  company  canceled a total of 600,000  shares of its
preferred sock as follows:


                         No. of Shares
        Name              Canceled
 -----------------------------------------

    Henry Simon             150,000
    David Newren            150,000
    Ronald Wellborn         150,000
    Richard Surber           75,000
    A-Z Professional
    Consultants, Inc.        75,000

------------------------------------------


ITEM 5.           OTHER INFORMATION

None.




                                       10


<PAGE>



ITEM 6.           EXHIBITS

(a)    Exhibits.  Exhibits required to be attached by Item 601 of Regulation S-B
       are listed in the Index to Exhibits on page 12 of this Form  10-QSB,  and
       are incorporated herein by reference.

(b)    Reports on Form 8-K.  No reports on Form 8-K were filed during the period
       covered by this Form 10-QSB.



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, this 9th day of February 2000.

GENESIS CAPITAL CORPORATION OF NEVADA


   /s/  Reginald Davis
----------------------------
Reginald Davis                                              February 9, 2000
President/ CEO and Director



                                       11


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.      Page No.            Description

    27              13             Financial Data Schedule "CE"

                                       12