SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

[X]Quarterly  report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 2000.

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

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


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





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





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


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


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

                                    Yes XX                    No
                                       ----


         The number of outstanding  shares of the issuer's common stock,  $0.001
par  value,  as of March 31,  1999 was  2,217,911  and the  total  number of the
issuer's preferred stock, $.001 par value, was 77,755.


<PAGE>



                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

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

         Report of Independent Accountant...................................F-2

         Condensed Balance Sheets as of March 31, 2000 and
            September 30, 1999..............................................F-3

         Condensed Statements of Operations
            for the Three Month Periods Ended March 31, 2000 and 1999.......F-4

         Condensed Statements of Cash Flows
            for the Six Month Periods Ended March 31, 2000 and 1999.........F-5

         Condensed Statements of Stockholder's Equity
            for the Three Month Period Ended March 31, 2000.................F-6

         Notes to Unaudited Condensed Financial Statements..................F-7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.................................4


                           PART II - OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS.....................................................5

ITEM 2  CHANGES IN SECURITIES AND USE OF PROCEEDS.............................5

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6

ITEM 5  OTHER INFORMATION.....................................................7

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K......................................7






                                        2


<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

As used herein,  the term  "Company"  refers to Genesis  Capital  Corporation of
Nevada.,  a Nevada  corporation,  and its subsidiaries  and predecessors  unless
otherwise  indicated.  Consolidated,   unaudited,  condensed  interim  financial
statements  including a balance  sheet for the  Company as of the quarter  ended
March 31, 2000 and statements of operations,  statements of shareholders  equity
and  statements  of cash  flows  for the  interim  period up to the date of such
balance  sheet and the  comparable  period of the  preceding  year are  attached
hereto as Pages F-1 through F-10 and are incorporated herein by this reference.

The consolidated  financial statements for Genesis Capital Corporation of Nevada
(the  Company)  included  herein are  unaudited  but  reflect,  in  management's
opinion, all adjustments,  consisting only of normal recurring adjustments, that
are necessary for a fair  presentation of the Company's  financial  position and
the results of its operations for the interim periods presented.  Because of the
nature of the Company's business, the results of operations for the three months
ended March 31, 2000 are not  necessarily  indicative of the results that may be
expected for the full fiscal year.  The  financial  statements  included  herein
should be read in  conjunction  with the financial  statements and notes thereto
included in the Form 10SB for the year ended September 30, 1999.

The consolidated  financial  statements included herein have been subjected to a
limited  review by Clyde Bailey P.C.,  independent  accountant  for the Company,
whose report is included herein.





                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]






                                        3


<PAGE>





                           GENESIS CAPITAL CORPORATION
                                    OF NEVADA

                                 March 31, 2000

                               Clyde Bailey, P.C.
                           Certified Public Accountant
                            10924 Vance Jackson #404
                            San Antonio, Texas 78230








                                       F-1


<PAGE>


                       [Letterhead of Clyde Bailey, P.C.]


                        REPORT OF INDEPENDENT ACCOUNTANT


To the Board of Directors
Genesis Capital Corporation of Nevada
(a Nevada corporation)

We have made a review  of the  consolidated  balance  sheet of  Genesis  Capital
Corporation  of  Nevada  as of  March  31,  2000,and  the  related  consolidated
statements of operations  and cash flows for the three months period ended March
31, 2000 and 1999, in accordance with the standards  established by the American
Institute of Certified Public  Accountants.  These financial  statements are the
responsibility of the Company's management.

A review of interim financial  information  consists principally of obtaining an
understanding   of  the  system  for  the   preparation  of  interim   financial
information, applying analytical review procedures to financial data, and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope than an audit in accordance with generally accepted
auditing  standards,  the  objective  of which is the  expression  of an opinion
regarding  the financial  statements  taken as a whole.  Accordingly,  we do not
express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated  financial  statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance sheet as of September  30, 1999,  and the
related consolidated statements of operations,  cash flows and changes in common
shareholders'  equity (deficit) for the year then ended (not presented  herein);
and in our report dated  October 20, 1999,  we expressed a qualified  opinion on
those  financial  statements.  In our opinion , the information set forth in the
accompanying  balance  sheet as of March  31,  2000,  is  fairly  stated  in all
material  respects  in  relation  to the  balance  sheet  from which it has been
derived.

                                                         /s/ Clyde Baily P.C.

                                                          Clyde Bailey P.C.


San Antonio, Texas
May 12, 2000

                                       F-2


<PAGE>

<TABLE>

                      Genesis Capital Corporation of Nevada
                                  Balance Sheet
<CAPTION>

                                                               As of March 31,     As of September
                                                                   2000               30, 1999
                                                            -------------------  ------------------
                                                                (Unaudited)           (Audited)
                               ASSETS
<S>                                                          <C>                 <C>
      Current Assets:
            Cash in Bank                                      $             -    $            -
                                                                -------------      ------------
                 Total current assets                                       -                 -

      Investments                                                           -                 -
      Marketable Securities, at Market Value                        1,755,000           600,000
      Deferred Tax Benefit                                                  -             4,619
                                                                -------------      ------------
                  Total Assets                                $     1,755,000    $      604,619
                                                                =============      ============


                             LIABILITIES

      Current Liabilities:                                    $                  $
            Deferred Tax payable - Investments                        392,700            32,158
                                                                -------------      ------------

                 Total Current Liabilities                            392,700            32,158

            Commitment and Contingencies                                    -                 -

                           STOCKHOLDERS' EQUITY

            Preferred stock ($.001 par value, 10,000,000
                 shares authorized; with 77,755 and 932,755
                 shares  issued and outstanding                            78               933
            Common stock ($.001 par value 50,000,000
                 shares authorized; with 2,217,911 and
                 2,067,911 shares issued  and outstanding               2,218             2,068
            Accumulated Other Comprehensive Income                    762,300                 -
            Additional paid in capital                              9,195,579         9,194,829
            Accumulated Deficit                                    (8,597,875)       (8,625,369)
                                                                -------------      ------------
                 Total Stockholders' Equity                         1,362,300           572,461
                                                                -------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $     1,755,000    $      604,619
                                                                =============      ============
</TABLE>







         See accompanying summary of accounting principles and notes to
                       consolidated financial statements.

                                       F-3

<PAGE>


<TABLE>

                                                      Genesis Capital Corporation of Nevada
                                                              Statement of Operations

                                                        For the Three Months Ended                For the Six Months Ended
                                                                  March 31,                               March 31,

                                                         2000                1999                 2000                1999
                                                 -------------------- -------------------  ------------------- ------------------
REVENUES
<S>                                              <C>                    <C>                 <C>                 <C>

    Revenues                                       $                -    $              -    $               -    $             -
                                                      ---------------      --------------       --------------      -------------
       Total Revenues                                               -                   -                    -                  -
                                                      ---------------      --------------       --------------      -------------
       General and Administrative Expenses                        45               4,231                   45              8,462
                                                      ---------------      --------------       --------------      -------------
              Total Expenses                                      45               4,231                   45              8,462
                                                      ---------------      --------------       --------------      -------------
               Net Income Before Tax                             (45)             (4,231)                 (45)            (8,462)

       Other Income (Expense)
        Property Taxes (Net of Income Tax
        Benefit)                                               30,777                   -               27,539                  -
                                                      ---------------      --------------       --------------      -------------
                Net Income                         $           30,732    $        (4,231)    $          27,494    $       (8,462)
                                                      ===============      ==============       ==============      =============

Earnings Per Share - Basic

                Net Income (Loss) per Share        $            0.014    $        (1.530)    $         (0.013)    $       (3.059)
Earnings Per Share - Diluted
         Net Income (Loss) per Share               $            0.011    $        (0.001)    $          0.009     $       (0.003)


Weighted Average Shares Outstanding                         2,142,000               2,766            2,117,910              2,766
Weighted Average Shares Outstanding
(Diluted) (Retroactively Restated)                          2,845,461           3,347,290            2,895,460          3,347,290
</TABLE>





         See accompanying summary of accounting principles and notes to
                       consolidated financial statements.

                                       F-4

<PAGE>




<TABLE>

                      Genesis Capital Corporation of Nevada
                            Statements of Cash Flows

<CAPTION>

                                                               For the Six Months Ended
                                                                      March 31,
                                                             2000                     1999
                                                       --------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>                       <C>
            Net Income                               $              30,732    $             (8,462)

            Adjustments:
            Accrued Property Taxes                                 (35,967)                  8,462
            Deferred Income Tax Benefit                              5,190
            Accounts Receivable                                          -
                                                        ------------------      ------------------
            Total from Operating Activities          $                 (45)   $                  -
                                                        ------------------      ------------------
     Cash Flows - Investing Activities

          Fixed assets                                                   -                       -
                                                        ------------------      ------------------

          Total for Investing Activities             $                   -    $                  -
                                                        ------------------      ------------------
     Cash Flows - Financing Activities

          Common Stock/Paid-In-Capital                                  45                       -
          Other                                                          -                       -
                                                        ------------------      ------------------
          Total From Financing Activities            $                  45    $                  -
                                                        ------------------      ------------------
          Increase in Cash                                               -                       -

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

          Supplement Disclosure:
                Cash paid during year for:
                     Interest                                            -                       -
                     Income taxes                                        -                       -
</TABLE>









         See accompanying summary of accounting principles and notes to
                       consolidated financial statements.

                                       F-5

<PAGE>

<TABLE>


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

                                  Common Stock           Preferred Stock     Additional   Accumulated  Accumulated
                               Shares      At Par     Shares       At Par  Paid-in-Capital  Other        Deficit          Total
                                                                                                      Comprehensive
                                                                                                      Income (Loss)
___________________________________________________________________________________________________________________________________
<S>                       <C>           <C>         <C>         <C>       <C>           <C>          <C>           <C>
Balance October 1, 1999      2,067,911  $    2,068      932,755  $    933  $   9,194,829           -  $  (8,625,369) $     572,461
                          ------------  ----------  ----------- --------- -------------- -----------  -------------- -------------
Stock Cancellation                                     (750,000) $   (750) $         750           -
                          ------------  ----------  ----------- --------- -------------- -----------  -------------- -------------
Net Income (Loss)                                                                                     $      (3,238) $     (3,238)
                          ------------  ----------  ----------- --------- -------------- -----------  -------------- -------------
Balance December 31, 1999    2,067,911  $    2,068      182,755  $    183  $   9,195,579           -  $  (8,628,607) $     569,223
                          ============  ==========  =========== ========= ============== ===========  ============== =============
Comprehensive Income:
   Net Income                                                                                         $      30,732  $      30,732
   Unrealized Gain on
    Securities                                                                            $  762,300                 $     762,300
                          ------------  ----------  ----------- --------- -------------- -----------  -------------- -------------
                                                                                                                     $     793,032
Stock Issuance                 150,000  $      150     (150,000) $   (105)             -           -               - $          45
                          ------------  ----------  ----------- ---------- ------------- -----------  -------------- -------------
Balance March 31, 2000       2,217,911  $    2,218       77,755  $     78  $   9,195,579  $  762,300  $  (8,597,875) $   1,362,300

</TABLE>




         See accompanying summary of accounting principles and notes to
                       consolidated financial statements.

                                       F-6


<PAGE>



                      GENESIS CAPITAL CORPORATION OF NEVADA
                          Notes to Financial Statements

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

NATURE OF BUSINESS

Genesis Capital  Corporation  (the  "Company") was  incorporated in the State of
Colorado in 1983.  The  Company had no revenues or expenses  for the years ended
September  30, 1998 and 1997.  In the fiscal year ended  September 30, 1999 only
minimal  activity  has been  recorded.  In March  of 1999 the  Company  filed an
Articles of Merger in the State of Nevada to change the name to Genesis  Capital
Corporation  of Nevada  and to  change  the par value of the  common  stock.  In
December 1997, the Company merged with Lincoln Health Fund Inc. which owned land
in Tarrant County Texas. The company has a total of 50,000,000 authorized common
shares (par value of $.001) with 2,217,911  shares issued and  outstanding,  and
10,000,000  authorized  preferred  stock (par value of $.001) with 77,755 shares
issued outstanding as of March 31, 2000.

MARKETABLE SECURITIES

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  115,
"Accounting for Certain  Investments in Debt and Equity Securities," (SFAS 115),
the Company classifies its investment  portfolio  according to the provisions of
SFAS 115 as either held to maturity,  trading,  or available  for sale. At March
31, 2000, the Company classified its investment  portfolio as available for sale
and held to maturity.  Securities  available  for sale are carried at fair value
with unrealized gains and losses included in stockholders' equity.

Gain or losses from the sale or redemption  of the  investments  are  determined
using the specific  identification method 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.

ACCOUNTING METHOD

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.  Revenues are  recognized  when earned and expenses  when  incurred.
Fixed  assets  are  stated  at cost.  Depreciation  and  amortization  using the
straight-line  method for financial  reporting purposes and accelerated  methods
for income tax  purposes.  The  Company  does not have any fixed  assets at this
time.

                                       F-7


<PAGE>



                      GENESIS CAPITAL CORPORATION OF NEVADA
                          Notes to Financial Statements

EARNINGS PER COMMON SHARE

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which  simplifies the  computation  of earnings per share  requiring the
restatement of all prior periods.

Basic  earnings  per share are  computed  on the basis of the  weighted  average
number of common shares outstanding during each year.

Diluted  earnings per share are  computed on the basis of the  weighted  average
number of common shares and dilutive securities outstanding. Dilutive securities
having an  anti-dilutive  effect on diluted earnings per share are excluded from
the calculation.

UNINSURED CASH BALANCES

The  Company  maintains  its cash  balances at several  financial  institutions.
Accounts  at the  institutions  are  secured by the  Federal  Deposit  Insurance
Corporation up to $100,000.  Periodically,  balances may exceed this amount.  At
March 31, 2000, there were no uninsured cash balances.

USE OF ESTIMATES

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

YEAR 2000 CONCERNS

The  Company  has  addressed  the  concerns  of  potential  year 2000  computing
problems,   both  internally  and  with  external   parties  and  believes  that
significant  additional costs will not be incurred because of this circumstance.
The Company has performed an  evaluation  of its computer  hardware and software
and has  determined  that recent  enhancements  and  upgrades  have brought it's
systems  significantly  into  compliance  with the year 2000 phenomenon and that
existing  support  agreements  are adequate to cope with any  remaining  issues.
Based upon equipment evaluations and analysis by consulting parties,  management
does not  believe  that  significant  operational  equipment  modifications  are
necessary.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial  instruments  including  marketable  securities,
notes and loans  receivables,  accounts  payable and notes  payable  approximate
their fair values at March 31, 2000 and September 30, 1999.

                                       F-8


<PAGE>



                      GENESIS CAPITAL CORPORATION OF NEVADA
                          Notes to Financial Statements

LONG-LIVED ASSETS

Statement of Financial  Accounting  Standards No. 121 "Accounting for Impairment
of  Long-Lived  Assets  to  be  Disposed  of "  requires,  among  other  things,
impairment  loss of assets to be held and gains or losses  from  assets that are
expected to be disposed of be included as a component of income from  continuing
operations before taxes on income.

STOCK BASED COMPENSATION

Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation"  SFAS No. 123  established a fair value method for  accounting for
stock-based  compensation  plans either through  recognition or disclosure.  The
Company did not adopt the fair value  based  method but  instead  discloses  the
effects of the calculation required by the statement.

COMPREHENSIVE INCOME

Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,  "Reporting
Comprehensive  Income,"  establishes  standards  for  reporting  and  display of
comprehensive  income,  its components and accumulated  balances.  Comprehensive
income is defined to include all changes in equity except those  resulting  from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized  under current
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial statements.

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

Statement of Financial  Accounting  Standards (SFAS) No. 131,  Disclosures about
Segments of an  Enterprise  and  Related  Information,  supersedes  SFAS No. 14,
"Financial   Reporting  for  Segments  of  a  Business   Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments in annual  financial  statements  and requires  reporting of
selected  information about operating  segments in interim financial  statements
issued to the public.  It also establishes  standards for disclosures  regarding
products and services,  geographic areas and major  customers.  SFAS 131 defines
operating  segments as components of a company  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance.

                                       F-9


<PAGE>



                      GENESIS CAPITAL CORPORATION OF NEVADA
                          Notes to Financial Statements

NOTE 2 - Acquisition Agreement

In February of 2000, an acquisition  agreement was completed between the Company
and Power  Exploration,  Inc.  ("Power") for 100% of the issued and  outstanding
shares of the Lincoln Health Fund, Inc. a Delaware  Corporation  ("Lincoln"),  a
wholly owned  subsidiary of the Company,  for 600,000  shares of Power's  common
stock.  The major asset of Lincoln was 10.687  acres of vacant land in Ft Worth,
Texas. The value of stock received is being classified as a marketable security,
available for sale.

As a result of this transaction the property taxes that had been accrued for the
land was  included in the  acquisition  agreement  and  assumed by Lincoln.  The
accrued  property taxes are being reversed in these financial  statements net of
income tax benefit of $5,190.

NOTE 3- Common Stock

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

NOTE 4-  Preferred Stock

The  Company's  preferred  stock  contains  a  designation  of  $.60  cumulative
convertible  Preferred  Stock. A total of 10,000,000  shares are authorized with
77,755 and 932,755 issued and outstanding as of March 31, 2000 and September 30,
1999.  The  holders of the  Convertible  Preferred  Stock  shall be  entitled to
receive,  when declared by the Board of  Directors,  dividends of $.60 per share
and no more.  Also,  the  preferred  stock is eligible to be converted to common
stock at the rate of 10  shares  of common  share  for each  share of  preferred
stock.  In the  quarter  ended  March 31,  2000,  a total of  105,000  shares of
preferred stock was converted into common stock.

Note 5- Marketable Securities

The  carrying  amounts of  marketable  securities  as shown in the  accompanying
balance  sheet  and their  approximate  market  values at March 31,  2000 are as
follows:


                                                      Gross           Gross
                                                   Unrealized  Unrealized Market
                                        Cost          Gains         Losses
                             Value

     Available for sale:
             Securities   $  600,000  $ 1,155,000  $     -       $ 1,755,000

Unrealized  gains on  securities  available for sale at March 31, 2000 are shown
net of income taxes as a component of stockholders' equity.

NOTE 6- Subsequent Events

No other material subsequent events have occurred that warrants disclosure since
the balance sheet date.

                                       F-10


<PAGE>



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

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

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

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

Results of Operations

The Company had no sales  revenues  for the three months ended March 31, 2000 or
1999. The Company had no sales for the three months ended March 31, 2000 or 1999
because it is a shell company that has not had any business  operations  for the
past three years.

The Company had no costs of sales  revenues for the three months ended March 31,
2000 or  1999  because  it is a  shell  company  that  has not had any  business
operations for the past three years.

The Company had general and  administrative  expenses of $45 for the three month
period  ended  March 31,  2000,  compared to $0.00  general  and  administrative
expenses for the same period in 1999.

The Company  recorded net income of $30,732 for the three months ended March 31,
1999, compared to a $4,231 net loss for the same period in 1999.

Capital Resources and Liquidity

At March 31,  2000,  the  Company  had total  current  assets of $0.00 and total
assets of $1,755,000, as compared to $0 current assets and $604,619 total assets
at September 30, 1999. The Company had a net working capital deficit of $392,700
at March 31,  2000 as  compared  to a working  capital  deficit  of  $32,158  at
September 30,1999.

                                        4


<PAGE>



Net stockholders'  equity in the Company was $1,362,300 as of March 31, 2000, as
compared to $572,461 as of September 30, 1999.

                            PART II-OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

On September 30, 1999,  Biorelease  Corporation filed a petition in the district
court of Harris County,  Texas, 269th judicial district,  involving a March 1994
contract with Genesis by which 150,000  shares of Genesis  preferred  stock were
given to  Biorelease  in exchange  for 1.5 million  shares of its common  stock.
Biorelease sought relief in the form of an injunction preventing transfer of its
1.5 million shares, or rescission of the contract, or damages of $1,300,000.  As
part of a  settlement  and  stipulation  by the parties on or about  January 13,
2000, a Final  Judgement was entered  rescinding  the contract,  and the parties
gave back to each other the shares  which had been the subject of the  contract.
No other relief was granted by the Final Judgment,  and in fact all other claims
for relief sought in the complaint were dismissed with prejudice.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

By resolution  dated on or about February 2, 2000, the Company issued a total of
105,000  shares of its  common  stock,  restricted  under  Rule  144,  to Global
Universal,  Inc. in exchange for services rendered. The issuance was exempt from
registration  pursuant to Section 4(2) of the Securities  Act of 1933,  based on
the following  facts:  (1) the issuance was a private  transaction by the issuer
not  involving  any  public  offering;  (2)  there was only one  offeree;  (3) a
restrictive  legend  was  placed on the  certificate;  (4) the  recipient  had a
special  relationship with the issuer as a business consultant who had access to
all  of  the  issuer's  financial  and  corporate  information;  (5)  the  stock
certificate  was not broken down into smaller  denominations;  (6) the stock has
not been resold, but the recipient  continues to hold the stock to this day; (7)
there were no subsequent or  contemporaneous  public offerings of the stock; (8)
negotiations  for the sale of the stock took place directly  between the offeree
and the company.

By resolution  dated on or about February 3, 2000, the Company  canceled a total
of 100,000 shares of its restricted common stock as follows:

                                                 No. of Shares
Name                                                Canceled
----------------------------------------------------------------------
Charles Barnhill                                     5,000
Paul Cash                                           10,000
Nina Cash                                           10,000
Camille Welborn                                     10,000


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Ronald Welborn                                      10,000
Susan Welborn                                       10,000
Victoria Welborn                                    10,000
England's Tea & Coffee Exchange Ltd.                25,000
J.R. Reeves                                         10,000

By resolution  dated on or about February 3, 2000, the Company issued a total of
15,000 shares of common stock,  restricted under Rule 144, to Charles  Barnhill,
in exchange for  services  rendered.  The issuance was exempt from  registration
pursuant to Section 4(2) of the Securities  Act of 1933,  based on the following
facts:  (1) the issuance was a private  transaction  by the issuer not involving
any public offering;  (2) there was only one offeree;  (3) a restrictive  legend
was placed on the certificate; (4) the recipient had a special relationship with
the issuer as an attorney and business consultant who had access to the issuer's
financial and corporate  information;  (5) the stock  certificate was not broken
down into  smaller  denominations;  (6) the stock has not been  resold,  but the
recipient  continues to hold the stock to this day; (7) there were no subsequent
or contemporaneous  public offerings of the stock; (8) negotiations for the sale
of the stock took place directly between the offeree and the company.

By resolution dated on or about February 28, 2000, the Company issued a total of
100,000 shares of common stock,  restricted under Rule 144, to Larry Austin. The
resolution  was dated to reflect  that  beneficial  ownership  began on or about
February 11, 2000. The issuance was exempt from registration pursuant to Section
4(2) of the  Securities  Act of 1933,  based  on the  following  facts:  (1) the
issuance  was a private  transaction  by the  issuer  not  involving  any public
offering; (2) there was only one offeree; (3) a restrictive legend was placed on
the certificate; (4) the recipient had a special relationship with the issuer as
a past shareholder of the Company; (5) the stock certificate was not broken down
into smaller denominations; (6) the stock has not been resold, but the recipient
continues  to hold the  stock to this  day;  (7)  there  were no  subsequent  or
contemporaneous  public offerings of the stock; (8) negotiations for the sale of
the stock took place directly between the offeree and the company.

By resolution  dated on or about March 17, 2000,  the Company  converted  15,000
shares of preferred stock, held in the name of Crestline since 1995, into 30,000
shares of common stock (a conversion  ration of 1:2), which were newly issued on
that date. Simultaneously,  the 30,000 newly issued shares of Crestline's common
stock were  transferred  into the name of Dennis  Hoerr.  The  15,000  shares of
preferred  stock  were  canceled.  The  issuance  was exempt  from  registration
pursuant to Section 4(2) of the Securities  Act of 1933,  based on the following
facts:  (1) the issuance was a private  transaction  by the issuer not involving
any  public  offering;  (2)  there  was  only one  offeree;  (3)  there  were no
subsequent or  contemporaneous  public  offerings of the stock; (4) negotiations
for the sale of the stock  took  place  directly  between  the  offeree  and the
company.

By resolution  dated on or about March 18, 2000, the Company canceled a total of
90,000 shares of its preferred stock,  held in the following names:  Mountaineer
Electronics  (25,000  shares  of  preferred);  Larry  Austin  (15,000  shares of
preferred); and Sureco Ltd. (50,000 shares of preferred).

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


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ITEM 5.           OTHER INFORMATION

Subsequent Events

On April 12,  2000,  the Company  announced  that it had signed an  agreement to
acquire  all of the  capital  stock of RBSI,  Inc.,  a Dallas,  Texas  based ATM
machine company,  in exchange for 8 million shares of Genesis' restricted common
stock. This agreement,  upon closing,  would essentially transfer control of the
Company to RBSI's current sole  shareholder,  Randy Coleman.  The closing of the
acquisition  was  expected to occur on or about April 15,  2000,  but it had not
closed by the date of this report's filing.  Currently,  the closing is awaiting
the satisfaction of certain conditions precedent (including, but not limited to,
receiving  information  and  disclosure  about the  financial  condition  of the
acquired  entity),  and there can be no assurances that these conditions will be
met, nor that the acquisition will close successfully.

The  Company  has  issued  a total  of  9,371,000  shares  of  restricted  stock
(including  8,000,000  in the name of Randy  Coleman) in  connection  with these
negotiations,  and these shares are currently held in escrow pending the closing
of the acquisition.  They will not be issued out to their recipients  unless and
until the acquisition closes.

ITEM 6.           EXHIBITS

(a)  Exhibits.  Exhibits  required to be attached by Item 601 of Regulation  S-B
     are listed in the Index to Exhibits on page 8 of this Form 10-QSB,  and are
     incorporated herein by reference.

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


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, this 19th day of May, 2000.

GENESIS CAPITAL CORPORATION OF NEVADA



/s/Reginald Davis                                         May 19, 2000
----------------------------
President/ CEO and Director



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                                  EXHIBIT INDEX

Exhibit No.       Page No.            Description

   27                9                Financial Data Schedule "CE"






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