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

                        --------------------------------
                                   FORM 10-QSB
                        --------------------------------

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

                For The Quarterly Period Ended December 31, 2005

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

             For The Transition Period from __________ To _________

                  Commission file number    0-27831

                      Genesis Capital Corporation of Nevada
        ----------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

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

6915 Red Road Suite 222, Coral Gables, Florida                33127
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (305) 666-6565
--------------------------------------------------------------------------------
                            Issuer's telephone number


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

Check whether the Registrant (1) has filed all reports required by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days:
Yes [X]  No [ ]












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

Check whether the registrant filed all documents and reports required by Section
12, 13, or 15(d) of the Exchange Act after the distribution of securities under
a plan confirmed by a court
Yes [ ]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of February 14, 2006, there were 467,949,688 shares of the Registrant's
Common Stock, $0.001 par value per share, outstanding.

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










































                                        2
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA

                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2005

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements................................................  4

Item 2. Management's Discussion and Analysis or Plan of
Operation................................................................... 21

Item 3. Controls and Procedures............................................. 34

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings................................................... 35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......... 35

Item 3. Defaults upon Senior Securities..................................... 35

Item 4. Submission of Matters to a Vote of Securities Holders............... 35

Item 5. Other Information................................................... 35

Item 6. Exhibits and Reports on Form 8-K.................................... 35































                                        3
<PAGE>
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.

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements













































                                        4
<PAGE>















                      GENESIS CAPITAL CORPORATION OF NEVADA
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004









































                                        5
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS










CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

Balance Sheet as of December 31, 2005 (Unaudited)                             7

Statements of Operations for the three months ended December 31, 2005
and 2004 (Unaudited)                                                          8

Statement of Changes in Stockholders' (Deficit) for the three months
ended December 31, 2005 and 2004 (Unaudited)                                  9

Statement of Changes in Temporary Equity for the three months ended
December 31, 2005 and 2004 (Unaudited)                                       10

Statements of Cash Flows for the three months ended December 31, 2005
and 2004 (Unaudited)                                                         11

Notes to Condensed Consolidated Financial Statements (Unaudited)             12





























                                        6
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
                      CONDENSED CONSOLIDATED BALANCE SHEET
                          DECEMBER 31, 2005 (UNAUDITED)


                                     ASSETS
                                     ------
                                                                     2005
                                                               ----------------

CURRENT ASSETS
  Cash and cash equivalents                                               1,374
  Accounts receivable                                                   412,500
  Loans receivable related party - net                                  135,654
                                                               -----------------

TOTAL ASSETS                                                            549,528
                                                               =================


            LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' (DEFICIT)
            ---------------------------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                 137,339
  Debentures payable                                                    453,720
  Loans payable - Officers                                               21,540
                                                               -----------------

      Total Current Liabilities                                         612,599
                                                               -----------------

TEMPORARY EQUITY                                                        266,377
                                                               -----------------


STOCKHOLDERS' (DEFICIT)
  Preferred Stock,  $.001 Par Value;  10,000,000 shares
    authorized and 5,000,000 shares issued and outstanding,               5,000
  Common Stock, $.001 Par Value; 500,000,000
    shares authorized and 84,355,220 shares issued
    and outstanding.                                                     84,355
  Additional Paid-in Capital                                            244,745
  Deficit                                                              (663,548)
                                                               -----------------

      Total Stockholders' (Deficit)                                    (329,448)
                                                               -----------------

TOTAL LIABILITIES, TEMPORARY EQUITY AND
   STOCKHOLDERS' (DEFICIT)                                            $ 549,528
                                                               =================







                                        7
<PAGE>
                    GENESIS CAPITAL CORPORATION OF NEVADA
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004 (UNAUDITED)


<TABLE>
<CAPTION>
                                                         2005                    2004
                                                 ---------------------    -------------------
<S>                                               <C>                      <C>
CONSULTING REVENUE                                $                 -      $               -
                                                 ---------------------    -------------------

OPERATING EXPENSES
   Professional Fees and Compensation Expenses                    935                    150
   Office and Administrative Expenses                          35,915                    412
   Interest Expense                                            11,809                  9,074
                                                 ---------------------    -------------------

          Total operating expenses                             48,659                  9,636
                                                 ---------------------    -------------------

LOSS BEFORE OTHER (EXPENSES)                                  (48,659)                (9,636)

NET INCOME BEFORE PROVISION
  FOR INCOME TAXES                                            (48,659)                (9,636)
   Provision for Income Taxes                                       -                      -
                                                 ---------------------    -------------------

NET INCOME APPLICABLE TO COMMON SHARES            $           (48,659)     $          (9,636)
                                                 =====================    ===================

NET INCOME PER BASIC AND DILUTED SHARES           $          (0.00058)     $        (0.00011)
                                                 =====================    ===================

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                                84,355,220             84,355,220
                                                 =====================    ===================
</TABLE>




















                                        8
<PAGE>
                    GENESIS CAPITAL CORPORATION OF NEVADA
   CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004 (UNAUDITED)





<TABLE>
<CAPTION>
                                                                                               Additional
                                               Preferred Stock             Common Stock         Paid-in
                                            Shares        Amount       Shares       Amount      Capital      (Deficit)      Total
                                      ----------------- ---------- -------------- ---------- ------------- ------------- -----------
<S>                                   <C>               <C>        <C>            <C>        <C>           <C>           <C>
Balance, September 30, 2003                  5,000,000   $  5,000     84,355,220   $ 84,355   $   244,745   $(1,123,147)  $(792,492)

Net loss for the three months ended
 December 31, 2003                                   -          -              -          -             -        (9,309)     (9,309)
                                      ----------------- ---------- -------------- ---------- ------------- ------------- -----------

Balance, December 31, 2003                   5,000,000   $  5,000     84,355,220   $ 84,355   $   244,745      ########   $(801,801)
                                      ================= ========== ============== ========== ============= ============= ===========


Balance, September 30, 2004                  5,000,000   $  5,000     84,355,220   $ 84,355   $   244,745   $  (812,039)  $(481,384)
                                      ----------------- ---------- -------------- ---------- ------------- ------------- -----------

Net loss for the three months ended
 December 31, 2004                                   -          -              -          -             -        (9,636)     (9,636)
                                      ----------------- ---------- -------------- ---------- ------------- ------------- -----------

Balance, December 31, 2004                   5,000,000   $  5,000     84,355,220   $ 84,355   $   244,745   $  (821,675)  $(491,020)
                                      ================= ========== ============== ========== ============= ============= ===========

Balance, September 30, 2005                  5,000,000   $  5,000     84,355,220   $ 84,355   $   244,745   $  (614,889)  $(280,789)
                                      ----------------- ---------- -------------- ---------- ------------- ------------- -----------

Net loss for the three months ended
 December 31, 2005                                   -          -              -          -             -   $   (48,659)  $ (48,659)
                                      -------------------------------------------------------------------- ------------- -----------

Balance, December 31, 2005                   5,000,000   $  5,000     84,355,220   $ 84,355   $   244,745   $  (663,548)  $(329,448)
                                      ================= ========== ============== ========== ============= ============= ===========
</TABLE>














                                        9
<PAGE>
                    GENESIS CAPITAL CORPORATION OF NEVADA
     CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN TEMPORARY EQUITY FOR THE
            THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004 (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                Additional
                                                   Common Stock                  Paid-in
                                            Shares             Amount            Capital           (Deficit)            Total
                                      -------------------  ---------------  ------------------  -----------------  -----------------

<S>                                    <C>                  <C>             <C>                 <C>                <C>
Balance, September 30, 2003                  383,594,468           ######    $       (244,745)   $       127,528    $       266,377

Activity for the three months ended
 December 31, 2003                                     -                -                   -                  -                  -
                                      -------------------  ---------------  ------------------  -----------------  -----------------

Balance, December 31, 2003                   383,594,468           ######    $       (244,745)   $       127,528    $       266,377
                                      ===================  ===============  ==================  =================  =================

Balance, September 30, 2004                  383,594,468           ######    $       (244,745)   $       127,528    $       266,377

Activity for the three months ended
 December 31, 2004                                     -                -                   -                  -                  -
                                      -------------------  ---------------  ------------------  -----------------  -----------------

Balance, December 31, 2004                   383,594,468           ######    $       (244,745)   $       127,528    $       266,377
                                      ===================  ===============  ==================  =================  =================

Balance, September 30, 2005                  383,594,468           ######    $       (244,745)   $       127,528    $       266,377

Activity for the three months ended
 December 31, 2005                                     -                -                   -                  -                  -
                                      ----------------------------------------------------------------------------------------------

Balance, December 31, 2005                   383,594,468           ######    $       (244,745)   $       127,528    $       266,377
                                      ==============================================================================================
</TABLE>

















                                       10
<PAGE>
                   GENESIS CAPITAL CORPORATION OF NEVADA
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004 (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                   2005                     2004
                                                                            --------------------     --------------------
<S>                                                                          <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                  $          (48,659)      $           (9,636)
                                                                            --------------------     --------------------
   Adjustments to reconcile net (loss) to net cash
   (used in) operating activities:


    CHANGES IN ASSETS AND LIABILITIES:


   (Decrease) in Accounts Receivable                                                     25,000                        -
   Increase in Accounts Payable and Accrued Expenses                                     11,810                    9,074
                                                                            --------------------     --------------------
          TOTAL ADJUSTMENTS                                                              36,810                    9,074
                                                                            --------------------     --------------------
          NET CASH (USED IN) OPERATING ACTIVITIES                                       (11,849)                    (562)
                                                                            --------------------     --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from loans payable                                                            -                      500
                                                                            --------------------     --------------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                                           -                      500
                                                                            --------------------     --------------------

NET (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                                          $          (11,849)      $              (62)

CASH AND CASH EQUIVALENTS
   BEGINNING OF PERIOD                                                                   13,223                      145
                                                                            --------------------     --------------------

CASH AND CASH EQUIVALENTS
   END OF PERIOD                                                             $            1,374       $               83
                                                                            ====================     ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
   Interest Expense                                                          $                -       $                -
                                                                            ====================     ====================
</TABLE>






                                       11
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)

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

         The  condensed  consolidated  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  consolidated financial statements and notes are presented as
         permitted on Form 10-QSB and do not contain information included in the
         Company's annual condensed consolidated unaudited statements and notes.
         Certain  information  and  footnote  disclosures  normally  included in
         condensed  consolidated  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   consolidated   unaudited  financial
         statements be read in  conjunction  with the September 30, 2005 audited
         consolidated  financial  statements and the accompanying notes thereto.
         While  management  believes the procedures  followed in preparing these
         condensed  consolidated  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 consolidated unaudited financial statements reflect all
         adjustments,  including  normal  recurring  adjustments  which,  in the
         opinion of  management,  are necessary to present  fairly the condensed
         consolidated  operations,  changes  in  permanent  stockholders  equity
         (deficit),  changes in temporary  equity 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, 2005 and 2004,
         respectively,  (par value  $.001) with  467,949,688  shares  issued and
         outstanding at December 31, 2005 and 2004, respectively, and 10,000,000
         shares  authorized  preferred stock (par value of $.001) with 5,000,000
         shares issued and outstanding as of December 31, 2005 and 2004.

         The Company may be in violation of Section 5 under the  Securities  and
         Exchange  Commission  Act as  amended.  The  Company  has  reclassified
         certain  common  shares issued to a temporary  equity  account from its
         permanent deficit (See Note 6).

         In December,  1997, the Company  merged with Lincoln Health Fund,  Inc.
         which is the  company  that  owned land in Tarrant  County,  Texas.  In
         March,  1999,  the Company  filed an Articles of Merger in the State of
         Nevada and to change the par value of its common stock.







                                       12
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)

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

         The Company entered into a Stock Acquisition Agreement with Christopher
         Astrom,  Hudson Consulting  Group,  Inc. and Global Universal,  Inc. of
         Delaware dated August 30, 2001,  which closed on October 30, 2001. This
         Stock Acquisition Agreement enabled Senior Lifestyle Communities,  Inc.
         to  acquire  95% of the  issued  and  outstanding  shares of common and
         preferred stock of the Company for $315,000.  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.

         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.

         As  additional  consideration  for  the  conveyance  to  Senior  of the
         Connecticut  Properties,  the  Company  agreed  to  issue  to  National
         Residential Properties,  Inc., a related company with common ownership,
         20,000,000  shares of the Company`s  common stock ("Shares") based on a
         value of $0.10 per share  (determined  on the basis of the  average bid
         price of the Company`s common stock during the week  immediately  prior
         to  the  effective   date  of  October  31,  2001)  towards  an  agreed
         consideration  of  $2,000,000  for a land  deposit.  In  addition,  the
         Company  agreed that on the earlier of (a) the  expiration of three (3)
         years  from the date of the  conveyance  if the  value on that date was
         below  $2,000,000,  or  (b)  at  the  time  that  National  Residential
         Properties,  Inc.  has  sold  all of the  shares,  if the  gross  sales
         proceeds  realized by National  Residential  Properties,  Inc. from the
         sale of the shares is less than $2,000,000, the Company was required to
         issue to National Residential  Properties,  Inc. such additional shares
         of common  stock in an amount  based on the closing bid price as quoted
         on the OTC Bulletin Board on the day before the date of such additional
         share issuance as to make up the difference between said value or gross
         sales proceeds and $2,000,000. The Company issued the 20,000,000 shares
         on February 1, 2002 and an  additional  5,230,000 on February 12, 2002.
         The value of the common stock  February 1, 2002 was  $180,000  ($.009).
         The agreement for additional  consideration  subsequently defaulted and
         was rescinded.

                                       13
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)


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

         PRINCIPLES OF CONSOLIDATION

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

         USE OF ESTIMATES

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

         REVENUE AND COST RECOGNITION

         The Company's condensed  consolidated 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  performed  consulting  services  and  earned  $0 for the three
         months ended December 31, 2005.

         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.

         INCOME TAXES

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








                                       14
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)


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

         FAIR VALUE OF FINANCIAL INSTRUMENTS

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

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK

         Historical  net income 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 Company has
         used the issued and weighted  average shares  reported in the permanent
         stockholders' schedule (See Note 6).


         EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)

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

                                                    2005              2004
                                              ----------------  ----------------

Net (Loss)                                     $      (48,659)   $       (9,636)
                                              ----------------  ----------------

Weighted-average common shares outstanding         84,355,220        84,355,220
(Basic)

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

Weighted-avereage common shares outstanding
(Diluted)                                          84,355,220        84,355,220
                                              ================  ================









                                       15
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)


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

         RECENT ACCOUNTING PRONOUNCEMENTS

         In January 2003, the FASB issued  Interpretation No. 46, "Consolidation
         of Variable Interest Entities, an interpretation of Accounting Research
         Bulletin No. 51", ("FIN 46"). FIN 46 requires certain variable interest
         entities to be consolidated by the primary beneficiary of the entity if
         the   other   equity   investors   in  the   equity  do  not  have  the
         characteristics  of a  controlling  financial  interest  or do not have
         sufficient  equity at risk for the  entity to  finance  its  activities
         without additional  subordinated  financial support from other parties.
         The disclosure and  consolidation  requirements  of FIN 46 for variable
         interest  entities  created or acquired  subsequent to January 31, 2003
         became  effective  for  financial  statements  issued  by  the  Company
         beginning in the second quarter of fiscal 2003.  For variable  interest
         entities   created  or  acquired   prior  to  February  1,  2003,   the
         consolidation  requirements of FIN 46 became  effective for the Company
         in the first  quarter of fiscal 2004. In December  2003,  FASB issued a
         revised  interpretation of FIN 46 ("FIN 46-R"), which supersedes FIN 46
         and  clarifies  and expands  current  accounting  guidance for variable
         interest entities. The Company adopted the new requirements of FIN 46-R
         as of March 31, 2004.  The adoption of FIN 46 and FIN 46-R did not have
         a material effect on the Company's  condensed  consolidated  results of
         operations, financial position or cash flows.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity" ("SFAS No. 150").

         SFAS No.150 requires that certain financial  instruments  issued in the
         form of shares that are mandatorily redeemable as well as certain other
         financial  instruments  be classified as  liabilities  in the financial
         statements. SFAS No. 150 is effective for financial instruments entered
         into or modified  after May 31,  2003.  The adoption of SFAS No.150 did
         not have a material effect on the Company's reported financial results.

















                                       16
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)

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

         RECLASSIFICATIONS

         Certain  amounts for the three months ended December 31, 2004 have been
         reclassified to conform with the  presentation of the December 31, 2005
         amounts. The reclassifications have no effect on the net income for the
         three months ended December 31, 2005 and 2004.

NOTE 3 - ACCOUNTS RECEIVABLE
         -------------------

         The Company entered into an agreement with Wahoo Funding LLC, a Florida
         limited  liability  company  that is owned by common  owners on July 1,
         2004.

         During  the  term of this  Agreement,  Genesis  shall  render  to Wahoo
         Funding,  LLC through  such of Genesis'  officers,  employees,  agents,
         representatives  and  affiliates  as Genesis,  in its sole  discretion,
         shall  designate  from  time to time,  advisory,  consulting  and other
         services (the  "Oversight  Services") in relation to the  operations of
         the Company,  strategic planning,  domestic and international marketing
         and financial oversight and including, without limitation, advisory and
         consulting  services  in  relation  to  the  selection,  retention  and
         supervision  of  independent  auditors,  the  selection,  retention and
         supervision  of outside legal  counsel,  the  selection,  retention and
         supervision  of  investment  bankers  or other  financial  advisors  or
         consultants   and  the  structuring   and   implementation   of  equity
         participation  plans,   employee  benefit  plans  and  other  incentive
         arrangements for certain key executives of the Company.

         The Company  earned $0 for the three months ended December 31, 2005 and
         collected $287,500 through the date of this report. The agreement shall
         be in effect  until  August 31, 2006 unless  mutually  terminated.  The
         Company's  management has determined  that there should be no allowance
         for doubtful collections.

         Interest  expense on loans  receivable to related parties is $2,735 for
         the three months ended December 31, 2005.

NOTE 4 - LOANS PAYABLE - OFFICERS
         ------------------------

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







                                       17
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)


NOTE 5 - DEBENTURES PAYABLE
         ------------------

         The Company has outstanding convertible debentures at December 31, 2005
         and 2004 in the amount of $453,720.  The debentures are  convertible at
         the  investors'   discretion  pursuant  to  the  convertible  debenture
         agreement.  These  debentures  were to mature  along  with the  related
         interest on November 1, 2003, and are in default (See Note 6).

         Interest expense and accrued on these debentures were $9,074 and $9,074
         for the three months ended December 31, 2005 and 2004, respectively.

         The interest rate is approximately 8% per annum.

NOTE 6 - TEMPORARY EQUITY
         ----------------

         The Company has  recorded  on its balance  sheet as a temporary  equity
         account for those securities  issued that may not be in compliance with
         the registration provisions of Section 5 of the Securities Act of 1933,
         as amended  and for shares  issued in  conversion  with the  debentures
         payable  that the  Company  relied  upon Rule 504 of  Regulation  D and
         Section 3 (a)(a) which may not be available to the Company.

         Temporary   equity  at  December  31,  2005  and  2004  was   $266,377.
         Substantially  all the shares issued in connection  with the conversion
         of debentures have been reclassified as temporary  equity.  The Company
         has  not  recorded  any  additional  liabilities  associated  with  the
         possible violations.

NOTE 7 - STOCKHOLDERS' (DEFICIT)
         -----------------------

         COMMON AND PREFERRED STOCK

         In October 2001, the Company  completed the  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,  2005,  the Company  had issued  5,000,000  of its
         preferred stock.

         The  Company  had  also  issued  as of  December  31,  2005  and  2004,
         467,949,688 of its common shares, of which 383,594,468 shares have been
         reclassified to temporary equity (See Note 6).

         There have been no issuances of preferred or common stock for the three
         months ended December 31, 2005.





                                       18
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)

NOTE 7 - STOCKHOLDERS' (DEFICIT) (CONTINUED)
         -----------------------------------

         OPTIONS AND WARRANTS

         The  Company  had no options or warrants  outstanding  at December  31,
         2005.

NOTE 8 - GOING CONCERN
         -------------

         The Company has incurred a deficit at December 31, 2005 of $663,548.

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

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

         The Company may have  violated  certain  provisions of Section 5 of the
         Securities  Act of 1933 (See Notes 6 and 10). The Company  reclassified
         $266,377 into temporary equity from permanent equity. The Company plans
         to resolve this issue.

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

NOTE 9 - INCOME TAXES
         ------------

         The net deferred tax assets in the accompanying  condensed consolidated
         balance sheet includes the following components at December 31, 2005:

                                                                  2005
                                                             ---------------

Deferred tax assets                                           $     199,064
Deferred tax valuation allowance                                   (199,064)
                                                             ---------------

Net deferred tax assets                                       $           -
                                                             ===============


         Due to the  uncertainty  of utilizing the  approximate  $663,548 in net
         operating losses at December 31, 2005, and recognizing the deferred tax
         assets, an offsetting valuation allowance has been established.





                                       19
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     DECEMBER 31, 2005 AND 2004 (UNAUDITED)

NOTE 10 - CONTINGENCY/UNCERTAINTY
          -----------------------

         The Company during the year ended  September 30, 2002 became aware that
         some  or  all  of  the  stock  issuances   relating  to  the  debenture
         conversions may have not been in compliance without compliance with the
         registration  provisions of Section 5 of the  Securities Act of 1933 as
         amended.  The full impact of this is unknown at this time. As a result,
         the  Company  has  reclassified  $266,377  to  temporary  equity  as of
         December 31, 2005 and 2004.  This account acts as a reserve for capital
         that the Company may be required to pay.

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

NOTE 11 - PRIOR PERIOD ADJUSTMENT AND RESTATEMENT
          ---------------------------------------

         There were no adjustments effecting the three months ended December 31,
         2005 and 2004.  The Company  restated its September 30, 2002  financial
         statements  to  correct  the  amortization  expense of loan fees and to
         reclassify the activity  associated  with the debenture  conversions to
         temporary  equity.  The effect of this change was to  increase  the net
         (loss) and (deficit) in 2002 by $127,528.

         Accordingly,  the  deficit is  restated  as it was  carried  through to
         reflect the restated beginning balance at October 1, 2002.

NOTE 12 - RELATED PARTY RECEIVABLES
          -------------------------

         The Company has advanced  certain related  companies funds that are due
         on demand with 8% interest accruing beginning on October 1, 2005.


NOTE 13 - SUBSEQUENT EVENTS
          -----------------

         On January  19,  2006 the Company  filed a second  amendment  to a Form
         10-SB. The Company  anticipates curing its uncertainty as it relates to
         possible Section 5 Violations of the Securities Act of 1933 as amended.












                                       20
<PAGE>
Item 2.  Management's Discussion and Analysis or Plan of Operation.

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

                                     History

         The Company was formed as a Colorado corporation on September 19, 1983,
under the name Bugs, Inc., for the purpose of using microbial and other agents,
including metallurgy, to enhance oil and natural gas production and to
facilitate the recovery of certain metals. Its initial capitalization was 100
million shares of $.001 par value common stock. In July 1989, the Company
approved Articles of Amendment changing its name to Genesis Services, Inc. In
September 1990, the Company approved additional Articles of Amendment changing
its name to Genesis Capital Corporation (sometimes referred to as the "Colorado
Corporation"). In July 1993, the Company decreased its authorized capital from
100 million shares of $.001 par value common stock to 10 million shares of $.01
par value common stock. At that same time, the Company created a class of 10
million shares of no par value preferred stock.

         Since 1994 the activities of the Company have been limited, because it
sold its wholly owned subsidiary, U.S. Staffing, Inc., during the 1994-95 fiscal
year. In January of 1996--after its sale--U.S. Staffing, Inc. filed for
bankruptcy and restrained the Colorado Corporation from collecting its note
receivable and claimed to own stock in the Colorado Corporation through its U.S.
Benefit Trust. The Company itself has never declared bankruptcy. In December
1997, the Colorado Corporation's shareholders voted unanimously to settle this
claim by issuing 4,500,000 shares of its common stock, restricted under Rule 144
of the Securities Act of 1933, to be held in trust for U.S. Benefit Trust (these
shares were eventually reduced to 113 shares due to a 1:20 reverse stock split
in 1997 and a 1:2000 reverse stock split in 1999 and were disposed of by U.S.
Benefit Trust sometime after 1999). Also at this time, the Company merged with
Lincoln Health Fund, Inc. (which owned land in Tarrant County, Texas which it
planned to use in building a retirement center), increased its authorized
capital to 50,000,000 shares of common stock, and authorized a post-merger
reverse split of its common stock on a 1:20 basis. Since 1999, the Company has
had minimal activity. The Company is a shell corporation seeking a business to
acquire.

         On December 22, 1998, Genesis Capital Corporation of Nevada (sometimes
referred to as the "Nevada Corporation") was incorporated in Nevada for the
purpose of merging with the Colorado Corporation so as to effect a redomicile to
Nevada and a reverse split of the Company's common stock. The Nevada Corporation
was authorized to issue 50,000,000 shares of $.001 par value common stock and
10,000,000 shares of $.001 par value preferred stock. As part of the Company's
plan to seek an acquisition candidate, on January 11, 1999, the Company paid a
total of 600,000 shares of preferred stock to 5 persons, Ronald Welborn, Henry
Simon, David Newren, Richard Surber, and A-Z Professional Consultants, Inc., for
consulting services related to the redomicile and reverse split of the Company's
stock. All 600,000 shares were returned to the Company and cancelled in October
2001.







                                       21
<PAGE>
         On March 9, 1999, both the Colorado Corporation and the Nevada
Corporation signed Articles of Merger by which the Colorado Corporation's
shareholders received one share of new (Nevada) common stock for every 2,000
shares of old (Colorado) common stock they owned. The shareholders of both
corporations had previously approved this proposal on due notice, and all
outstanding shares of the Colorado Corporation's common stock were purchased by
the new Nevada Corporation, effectively merging the Colorado Corporation into
the Nevada Corporation, reverse-splitting the Company's stock, and making the
Nevada Corporation the surviving entity. Holders of preferred stock in the old
Colorado Corporation received preferred stock in the new Nevada Corporation on a
1:1 basis. In March 1999, the Company entered into Consulting Agreements with
Hudson Consulting Group, Inc. and Global Universal, Inc. to obtain additional
assistance in finding and completing an acquisition.

         Later in March 1999, the Company began discussions about acquiring
Motor Sports on Dirt, Inc. ("Motor Sports"), which claimed to own NASCAR
racetracks in the South. The parties reached a preliminary agreement on the
terms of acquisition, in anticipation of which, on March 25, the Company
authorized an offering for 10,000,000 shares of common stock under Rule 504 of
Regulation D. The shares were offered at Ten Cents ($.10) per share to raise up
to but not more than $1,000,000, and a Form D to that effect was filed with the
SEC on March 26, 1999. Proceeds were to be used to pay expenses related to the
acquisition of Motor Sports and to pay off the Company's debts. By April 6,
1999, the Company had sold 4,100,000 shares to five investors. 215,000 shares
were sold for a $100,000 check delivered before April 6, 1999 (this check was to
buy 1,000,000 shares; it was later dishonored, but not before the purchaser
absconded with 215,000 shares -- the Company canceled the remaining 785,000
shares and considered legal action which it did not pursue as it could not
afford to do so). 3,885,000 shares were paid toward debts owed to consultants,
Arce International, Inc., Hudson Consulting Group, Inc., Chartwell Investments,
Inc., and Global Universal, Inc., incurred for services rendered before April 6,
1999 by introducing Motor Sports to the Company and handling various accounting,
corporate cleanup, and compliance issues.

         On April 6, 1999, the Company signed an Acquisition Agreement with
Motor Sports which would have effected the Company's acquisition of Motor
Sports. According to the Acquisition Agreement, a total of 11,790,000 shares of
the Company's common stock were to be issued to Motor Sports shareholders.
However, Motor Sports and/or its financial backers did not perform certain
conditions of the Acquisition Agreement, which led to extensive negotiations
between the parties. These negotiations yielded an Addendum #1 to the
Acquisition Agreement dated May 10, 1999 a Debt Settlement Agreement dated June
11, 1999 (relating to matters raised in the Acquisition Agreement), and a
Settlement Agreement dated July 19, 1999 (which the parties intended to resolve
all outstanding issues). As a result of these negotiations and agreements, the
contemplated merger with Motor Sports was finally canceled on or about September
28, 1999. As a result of the canceled merger, all 11,790,000 shares of common
stock, as well as all but 502,360 shares of the stock issued under Rule 504,
were canceled on September 28, 1999.

         Also on September 28, 1999, the Company issued 250,000 shares of its
common stock, restricted under Rule 144, to Donald Walker as a settlement of all
claims under the Settlement Agreement dated July 19, 1999; 550,000 shares of
common stock, restricted under Rule 144 to Global Universal for new services
relating to new acquisition opportunities; and 532,640 shares of common stock,
restricted under Rule 144, to Hudson Consulting Group, Inc. for new assistance
in preparing the documents necessary to become a reporting company under the
Securities Exchange Act of 1934 as well as assistance relating to new
acquisition opportunities.

                                       22
<PAGE>
         On August 30, 2001, the Company entered into a Stock Acquisition
Agreement ("Acquisition Agreement") with Christopher Astrom; Hudson Consulting
Group, Inc.; and Global Universal, Inc, of Delaware pursuant to which Mr. Astrom
was granted the right to purchase 54,110,309 shares of common stock and
1,477,345 shares of preferred stock. Under the Acquisition Agreement, Mr. Astrom
was to pay $ 315,000.00 to the Company for the common and preferred stock and
tender to the Company all of the issued and outstanding common stock of Senior
Lifestyle Communities, Inc. ("Communities"). The Acquisition Agreement closed
October 30, 2001. At the time of Closing the purchased shares represented 95% of
the issued and outstanding common and preferred stock of the Company.

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

         Pursuant to an Agreement executed on December 26, 2001, made effective
as of October 31, 2001 and a Statutory Warranty Deed dated October 30, 2001, the
Registrant, through Senior, acquired from National Residential Properties,
Inc.("National") all of the right, title and interest of National in (i) a
certain parcel of real property in Hebron, Connecticut; and (ii) four contracts
to purchase certain parcels of real property in Watertown, New Milford, Granby
and East Windsor, Connecticut. The Hebron property was subject to two mortgages
having an aggregate principal balance of $ 315,000.00, which mortgages Senior
assumed and agreed to pay as part of the consideration for the conveyance.
National and the Company have the same officers and directors and, accordingly,
they may be deemed "affiliates".

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

         As additional consideration for the conveyance to Senior of the
Connecticut Properties, the Company agreed to issue to National Residential
Properties, Inc., a related company with common ownership, 20,000,000 shares of
the Company's common stock ("Shares") based on a value of $0.10 per share
(determined on the basis of the average bid price of the Company's common stock
during the week immediately prior to the effective date of October 31, 2001)
towards an agreed consideration of $2,000,000 for a land deposit. In addition,
the Company agreed that on the earlier of (a) the expiration of three (3) years


                                       23
<PAGE>
from the date of the conveyance if the value on that date was below $2,000,000,
or (b) at the time that National Residential Properties, Inc. has sold all of
the Shares, if the gross sales proceeds realized by National Residential
Properties, Inc. from the sale of the Shares is less than $2,000,000, the
Company was required to issue to National Residential Properties, Inc. such
additional shares of common stock in an amount based on the closing bid price as
quoted on the OTC Bulletin Board on the day before the date of such additional
share issuance as to make up the difference between said value or gross sales
proceeds and $2,000,000. The Company issued the 20,000,000 shares on February 1,
2002 and an additional 5,230,000 on February 12, 2002. The value of the common
stock February 1, 2002 was $180,000 ($.009). The agreement for additional
consideration subsequently defaulted and was rescinded.

         In March, 2002, the Company sold its interest in the Connecticut
Properties to Nathan Kahn and CT Adult Condominiums, LLC for $630,216.

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

         On July 1, 2004, the Company entered into a two (2) year agreement with
Wahoo Funding LLC, an affiliated Florida limited liability company, whereby the
Company shall render to Wahoo certain financial and business consulting services
in exchange for a total of $750,000.

         Except for the foregoing contract with Wahoo, the Company has not
engaged in any operations and has been virtually dormant for several years.

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

         On January 19, 2006, the Company filed an amendment to the registration
statement filed on Form 10-SB. Upon effectiveness of this registration
statement, the Company will resume the filing of reporting documentation in an
effort to maximize shareholder value. The best use and primary attraction of the
Company as a merger partner or acquisition vehicle will be its status as a
reporting public company. Any business combination or transaction may
potentially result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.

                              General Business Plan

At this time, the Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of an Exchange Act registered corporation. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtuallyany kind or nature.
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
This lack of diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.

                                       24
<PAGE>
The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

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

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

The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends to
concentrate on identifying preliminary prospective business opportunities, which
may be brought to its attention through present associations of the Company's
officers and directors. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the


                                       25
<PAGE>
Company do expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.

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

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

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

                          Acquisition of Opportunities

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

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





                                       26
<PAGE>
As part of the Company's investigation, officers and directors of the Company
may personally meet with management and key personnel, may visit and inspect
material facilities, obtain analysis of verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity and the relative negotiation strength of the Company and such
other management.

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

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

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

COMPETITION

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

EMPLOYEES

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




                                       27
<PAGE>
REPORTING

From 1999 through February 2002, the Company was an SEC reporting company
obligated to file reports under Section 13 and 15(d) of the Securities Exchange
Act of 1934, as amended. In February 2002, the Company filed with the SEC a Form
15 terminating the above reporting obligations.

POTENTIAL VIOLATIONS OF THE SECURITIES' LAWS

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

The Company during the year ended September 30, 2002 became aware that some or
all of the stock issuances relating to the debenture conversions may have not
been in compliance with the registration provisions of section 5 of the
Securities Act of 1933 as amended. The full impact of this is unknown at this
time. As a result, the Company has reclassified $266,377 to temporary equity as
of September 30, 2004 and 2003. This account acts as a reserve for capital that
the Company may be required to pay.

The specific circumstances surrounding said potential violations are as follows:

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

         On December 13, 2001, the Company entered into an Escrow Agreement with
Sroya Holdings LLC, as escrow agent ("Sroya"), and Sea Lion Investors LLC;
Equity Planners LLC; and Myrtle Holdings LLC, the purpose of which was to amend
and supplement the October 30, 2001 agreement among Communities and the
Debenture holders. Pursuant to the Escrow Agreement, the Company deposited
100,000,000 shares of its common stock ("Escrow Shares") with Sroya to ensure
the timely delivery of the Company's common stock upon the exercise of the
conversion privileges by the Debenture holders under the Debentures issued on
October 31, 2001. Under the Escrow Agreement, Sroya, as escrow agent, does not
have an interest in either the Debentures or the Escrow Shares and neither is
Stroya considered a shareholder of the Company by virtue of holding the Escrow
Shares. The Escrow Shares were deposited with Sroya pursuant to Regulation D
Rule 540 (b) (iii) and Section 3 (a)(9) of the Securities Act of 1933 as a
result of the assumption by the Company of all of the obligations under of
Communities under the Debentures, including the obligation to repay the
principal and interest and the conversion privileges. The issuance of the Escrow
Shares to the Debenture holders upon the exercise of the conversion privileges
under the Debentures and any subsequent sale of the Escrow Shares could have a
material adverse affect on the Company's common stock and cause its market price
to decline substantially.


                                       28
<PAGE>
         Section 5 of the Securities Act prohibits the public sale of securities
absent an effective registration statement being filed with the SEC, unless an
exemption from registration applies. The above transactions were performed in a
manner thought to be exempt from the registration requirements of Section 5 of
the Securities Act. However, the requirements of the exemptions relied on do not
appear to have been satisfied. The Company is thereby exposed to possible
litigation under Section 12(a)(1) of the Securities Act. Section 13 of the
Securities Act provides that no action shall be maintained for offering or
selling securities in violation of Section 5 unless that action is brought
within one year of the date of the violation. If actions by the holders of
Company Common Stock received upon conversion of the Debentures are barred by
this statute of limitations, the Company expects to reclassify certain amounts
from temporary equity to permanent stockholder equity.

         While more than one year has passed from the initial placement of the
Debentures and the partial conversion of said Debentures, there have been no
actions filed against the Company based upon a violation of Section 5. Because
the statute of limitations has run, it is unlikely that a large portion of these
holders of Company Common Stock will file an action against the Company.
However, some of the Debentures remain unconverted and, as such, any potential
action maintained against the Company could have a substantial impact on the
Company and capital resources. The ramifications of this may entail a possible
rescission offer to the stockholders affected within the past year. Other
possible ramifications include an enforcement action by the SEC.

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

                                    OVERVIEW

         Since its incorporation in 1983, the Company has changed the nature of
its business operations several times. Currently, the Company's renders
financial and consulting services to Wahoo Funding LLC, an affiliated Florida
limited liability company. On July 1, 2004, the Company entered into a two (2)
year agreement with Wahoo Funding LLC, an affiliated Florida limited liability
company, whereby the Company shall render to Wahoo certain financial and
business consulting services in exchange for a total of $750,000.

Except for the foregoing contract with Wahoo, the Company has not engaged in any
operations and has been virtually dormant for several years.

Plan of Operations

The Company intends to offer consulting services pursuant to its agreement with
Wahoo Funding LLC.

Also, the Company intends to search for suitable merger or acquisition
candidates in order to expand its operations.

The Company does not expect to hire any employees during the next 12 months.



                                       29
<PAGE>
                              RESULTS OF OPERATIONS

                THREE MONTHS ENDED DECEMBER 31, 2005 COMPARED TO
                      THREE MONTHS ENDED DECEMBER 31, 2004

REVENUES

Revenues were $0.00 for the three months ended December 31, 2005, as compared to
$0.00 for the three months ended December 31, 2004.

COST OF REVENUES

Cost of revenues was $0.00 for the three months ended December 31, 2005, as
compared to $0.00 for the three months ended December 31.

OPERATING EXPENSES

Operating expenses for the three months ended December 31, 2005 were $48,659
compared to $9636 for the three months ended December 31, 2004.

LOSS FROM OPERATIONS

Loss from operations for the three months ended December 31, 2005 was $48,659
compared to $9636 for the three months ended December 31, 2004.

INTEREST EXPENSE

Interest expense was $11,809 and $9074 for the three months ended December 31,
2005 and 2004, respectively.

NET LOSS APPLICABLE TO COMMON STOCK

Net loss per share applicable to Common Stock was $0.00058 for the three months
ended December 31, 2005, compared to $0.00011 for the three months ended
December 31, 2004.

                         LIQUIDITY AND CAPITAL RESOURCES

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

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

                                       30
<PAGE>
         As of December 31 2005, the Company had current assets consisting of
$549,528.

         In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.

         There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.

                               PLAN OF OPERATIONS

         The Company does not have any ongoing business operations or revenue
sources. The Board of Directors of the Company has determined that, subject to
stockholder approval, the best course of action for the Company is to complete a
business combination with an existing business. Accordingly, the Company's
remaining operations will be limited to business combination with an existing
business.

                               RECENT DEVELOPMENTS

         On January 19, 2006, the Company filed an amendment to the registration
statement filed on Form 10-SB. Upon effectiveness of this registration
statement, the Company will resume the filing of reporting documentation in an
effort to maximize shareholder value. The best use and primary attraction of the
Company as a merger partner or acquisition vehicle will be its status as a
reporting public company. Any business combination or transaction may
potentially result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.


RECENT ACCOUNTING PRONOUNCEMENTS

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

CRITICAL ACCOUNTING ESTIMATES

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


                                       31
<PAGE>
OFF-BALANCE SHEET TRANSACTIONS

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

RISK FACTORS

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

                    RISKS RELATED TO THE COMPANY'S FINANCIAL
                          CONDITION AND BUSINESS MODEL

THE COMPANY'S LIQUIDITY IS LIMITED AND IT MAY NOT BE ABLE TO OBTAIN SUFFICIENT
FUNDS TO FUND ITS BUSINESS

The Company's cash is currently very limited and may not be sufficient to fund
future operations. These factors may make the timing, amount, terms and
conditions of additional financing unattractive for the Company. If the Company
is unable to raise additional capital, any future operations could be impeded.
If the Company obtains additional funding, the issuance of additional capital
stock may be dilutive to the Company's stockholders. The Company will likely
have substantial difficulty raising additional capital unless and until it comes
into compliance with Nevada state law and Section 5 of the Securities Act.

THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS

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

THE COMPANY CURRENTLY HAS NO OPERATIONS

The Company has had no or limited operations since March 2002.

IT MAY BE DIFFICULT TO CONSUMMATE A MERGER OR ACQUISITION WITH A PRIVATE ENTITY

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





                                       32
<PAGE>
                      RISKS RELATED TO LEGAL UNCERTAINTIES

THE COMPANY MAY FACE LITIGATION FOR ISSUING SECURITIES IN VIOLATION OF SECTION 5
OF THE SECURITIES ACT

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

         The Company during the year ended September 30, 2002 became aware that
some or all of the stock issuances relating to the debenture conversions may
have not been in compliance with the registration provisions of section 5 of the
Securities Act of 1933 as amended. The full impact of this is unknown at this
time. As a result, the Company has reclassified $266,377 to temporary equity as
of December 31, 2005. This account acts as a reserve for capital that the
Company may be required to pay.

         Section 5 of the Securities Act prohibits the public sale of securities
absent an effective registration statement being filed with the SEC, unless an
exemption from registration applies. The above transactions were performed in a
manner thought to be exempt from the registration requirements of Section 5 of
the Securities Act. However, the requirements of the exemptions relied on do not
appear to have been satisfied. The Company is thereby exposed to possible
litigation under Section 12(a)(1) of the Securities Act. Section 13 of the
Securities Act provides that no action shall be maintained for offering or
selling securities in violation of Section 5 unless that action is brought
within one year of the date of the violation. If actions by the holders of
Company Common Stock received upon conversion of the Debentures are barred by
this statute of limitations, the Company expects to reclassify certain amounts
from temporary equity to permanent stockholder equity.

         While one year has passed from the initial placement of the Debentures
and the partial conversion of said Debentures, there have been no actions filed
against the Company based upon a violation of Section 5. Because the statute of
limitations has run, it is unlikely that a large portion of these holders of
Company Common Stock will file an action against the Company. However, some of
the Debentures remain unconverted and, as such, any potential action maintained
against the Company could have a substantial impact on the Company and capital
resources. The ramifications of this may entail a possible rescission offer to
the stockholders affected within the past year. Other possible ramifications
include an enforcement action by the SEC.


THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

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

                                   OTHER RISKS

THE COMPANY'S STOCK PRICE HAS DECLINED SIGNIFICANTLY AND MAY NOT RECOVER

         The trading price of the Company's common stock has declined
significantly since approximately October 2001. The market for the Company's
common stock is essentially non-existent and there can be no assurance of a
change in the immediate future.



                                       33
<PAGE>
THE COMPANY MAY BE SUBJECT TO PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW
PRICED STOCK

         The SEC adopted regulations which generally define a "penny stock" to
be any non-Nasdaq equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. Based upon the price of the Company's
common stock as currently traded on the OTC Bulletin Board, the Company's common
stock is subject to Rule 15g-9 under the Exchange Act which imposes additional
sales practice requirements on broker-dealers which sell securities to persons
other than established customers and "accredited investors." For transactions
covered by this rule, a broker-dealer must make a special suitability
determination for the purchaser and have received a purchaser's written consent
to the transaction prior to sale. Consequently, this rule may have a negative
effect on the ability of stockholders to sell common shares of the Company in
the secondary market.

ADDITIONAL DEBT, CONVERTIBLE DEBT, OR EQUITY FINANCING MAY EFFECT ABILITY OF
INVESTORS TO SELL COMMON STOCK

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

Item 3. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer,
Christopher Astrom, has reviewed and evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly
report on Form 10-QSB. Based on that evaluation, Christopher Astrom determined
that he and Richard Astrom, the Company's only two directors and officers, are
the only individuals involved in the Company's disclosure process. The Company
has no specific procedures in place for processing and assembling information to
be disclosed in the Company's periodic reports. The Company's system is designed
so that information is retained by the Company and relayed to counsel as it
becomes available. The Company currently functions only as a shell corporation
as it has no revenues, significant assets or independent operations and plans to
establish more reliable disclosure controls and procedures before merging or
entering into any other business combination with another company.

         The Company's Chief Executive Officer and Chief Financial Officer
believes that, as of the end of the period covered by this report, the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports that it filed or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the required time periods. Further, the company believes that, given its size,
an extensive disclosure controls and procedures system is not necessary.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

                                       34
<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

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


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

         None

Item 3. Defaults Upon Senior Securities

         See the discussion in "RISK FACTORS - RISKS RELATED TO LEGAL
UNCERTAINTIES"


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

         None

Item 5. Other Information

         None

Item 6. Exhibits And Reports On Form 8-K

(a) Exhibits:

EXHIBIT
NUMBER            DESCRIPTION
-------  -----------------------------------------------------------------------

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

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

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

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

(b) Reports on Form 8-K:

         None


SIGNATURES

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


GENESIS CAPITAL CORPORATION OF NEVADA.

Date: February 14, 2006

By: /s/ RICHARD ASTROM
-----------------------------
Richard Astrom
Chief Executive Officer

                                       35