**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, 2006





[    
      ] 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   027831




Genesis
      Capital Corporation of Nevada





(Exact
      Name of Registrant as Specified in its Charter)







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





One
      NE
      First Avenue, Suite 306, Ocala, Florida 34470





(Address
      of principal executive offices)





(718)
      554-3652





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
      [     ]







Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)


Yes
      [ X
      ] No
      [     ]





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 13, 2007, 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 ]








**Genesis
      Capital Corporation of Nevada**





FOR
      THE
      QUARTERLY PERIOD ENDED DECEMBER 31, 2006





TABLE
      OF
      CONTENTS





PART
                  I - FINANCIAL INFORMATIONItem
                  1. Financial Statements
              2Item
                  2. Management's Discussion and Analysis or Plan of
                  Operation
              14Item
                  3. Controls and Procedures
              24PART
                  II - OTHER INFORMATIONItem
                  1. Legal Proceedings
              25Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              25Item
                  3. Defaults upon Senior Securities
              25Item
                  4. Submission of Matters to a Vote of Securities Holders
              25Item
                  5. Other Information
              25Item
                  6. Exhibits and Reports on Form 8-K
              25
  **1**


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**







**GENESIS
        CAPITAL CORPORATION OF NEVADA**
 
 **INDEX
        TO FINANCIAL STATEMENTS**
 
 PAGE(S)Financial
                    Statements:Balance
                    Sheet as of December 31, 2006 (Unaudited)
                3Statements
                    of Operations for the three months ended
                  December
                    31, 2006 and 2005 (Unaudited)
                4Statements
                    of Cash Flows for the three months ended
                  December
                    31, 2006 and 2005 (Unaudited)
                5Notes
                    to Financial Statements (Unaudited)
                6-13
 
 **2**
  **GENESIS
                  CAPITAL CORPORATION OF NEVADA****CONDENSED
                  BALANCE SHEET (UNAUDITED)****DECEMBER
                  31,2006****ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              4,192Accounts
                  receivable - management agreement
              
              
              57,482Loans
                  receivable related party
              
              
              50,434**TOTAL
                  ASSETS**
              
              $
              112,108******LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              61,024**Total
                  Current Liabilities**
              
              $
              61,024**STOCKHOLDERS'
                  EQUITY**Preferred
                  stock, $.001 par value; 10,000,000 sharesauthorized and 5,000,000 shares issued and outstandingCommon
                  stock, $.001 par value; 500,000,000
              
              
              5,000shares authorized and 467,949,688 shares issuedand outstanding
              
              
              467,949Accumulated
                  deficit
              
              
              (421,865
              )**Total
                  Stockholders' Equity**
              
              
              51,084**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              112,108






The
            accompanying notes are an integral part of the condensed consolidated
            financial
            statements.
 **3**


**GENESIS
                    CAPITAL CORPORATION OF NEVADA****CONDENSED
                    STATEMENTS OF OPERATIONS (UNAUDITED)****FOR
                    THE THREE MONTHS ENDED DECEMBER 31,2006 AND
                    2005****2006**
                
                **2005****CONSULTING
                    REVENUE**
                
                $
                -
                
                $
                -**OPERATING
                    EXPENSES**Professional
                    fees and compensation expenses
                
                
                58,190
                
                
                935Administrative
                    expenses
                
                
                28,526
                
                
                35,915Interest
                    expense
                
                
                -
                
                
                11,809**Total
                    operating expenses**
                
                
                86,716
                
                
                48,659**LOSS
                    BEFORE OTHER INCOME**
                
                
                (86,716
                )
                
                (48,659
                )**OTHER
                    INCOME**Other
                    income - Debentures and related expenses - expiration
                
                
                627,134
                
                
                -**Total
                    Other Income**
                
                
                627,134
                
                
                -**INCOME
                    (LOSS) BEFORE PROVISION FOR INCOME TAXES**
                
                
                540,418
                
                
                (48,659
                )Provision
                    for
                    income taxes
                
                
                -
                
                
                -**NET
                    INCOME (LOSS) APPLICABLE TO COMMON SHARES**
                
                $
                540,418
                
                $
                (48,659
                )**NET
                    INCOME (LOSS) PER BASIC AND DILUTED SHARES**
                
                $
                0.00
                
                $
                (0.00
                )**WEIGHTED
                    AVERAGE NUMBER OF****COMMON
                    SHARES OUTSTANDING**
                
                
                467,949,688
                
                
                467,949,688
  The
              accompanying notes are an integral part of the condensed consolidated
              financial
              statements.
 **4**
  **GENESIS
                    CAPITAL CORPORATION OF NEVADA****CONDENSED
                    STATEMENTS OF CASH FLOWS (UNAUDITED)****FOR
                    THE THREE MONTHS ENDED DECEMBER 31,2006 AND
                    2005****2006**
                
                **2005****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    income (loss)
                
                $
                540,418
                
                $
                (48,659
                )Adjustments
                    to
                    reconcile net (loss) to net cashprovided
                    by
                    (used in) operating activities:Expirations
                    of
                    debentures
                
                
                (453,720
                )
                
                -Expirations
                    of
                    expenses associated with debentures
                
                
                (173,414
                )
                
                -**Changes
                    in assets and liabilities:**Decrease
                    in
                    management fee receivable
                
                
                86,000
                
                
                25,000Increase
                    in
                    accounts payable and accrued expenses
                
                
                -
                
                
                11,810**Total
                    adjustments**
                
                
                (541,134
                )
                
                36,810**Net
                    cash provided by (used in) operating activities**
                
                
                (716
                )
                
                (11,849
                )**NET
                    (DECREASE) IN CASH AND****CASH EQUIVALENTS**
                
                
                (716
                )
                
                (11,849
                )**CASH
                    AND CASH EQUIVALENTS****BEGINNING
                    OF PERIOD**
                
                
                4,908
                
                
                13,223**CASH
                    AND CASH EQUIVALENTS****END OF PERIOD**
                
                $
                4,192
                
                $
                1,374**SUPPLEMENTAL
                    DISCLOSURE OF CASH FLOW****INFORMATION:****CASH
                    PAID DURING THE PERIOD FOR:**Interest
                    Expense
                
                $
                -
                
                $
                -**SUPPLEMENTAL
                    DISCLOSURE OF NONCASH****INVESTING
                    AND FINANCING ACTIVITIES:**Reclassify
                    Temporary Equity to Permanent Equity
                
                $
                266,377
                
                $
                -Expiration
                    of
                    debentures
                
                $
                453,720
                
                $
                -Expiration
                    of
                    costs associated with debentures
                
                $
                173,414
                
                $
                -
 
 The
              accompanying notes are an integral part of the condensed consolidated
              financial
              statements.
 **5**
 **GENESIS
              CAPITAL CORPORATION OF NEVADA**
 **NOTES
              TO CONDENSED FINANCIAL STATEMENTS**
 **DECEMBER
              31, 2006 AND 2005 (UNAUDITED)**
  **NOTE
        1 -**  **ORGANIZATION
        AND BASIS OF PRESENTATION**
  The
          condensed unaudited interim financial statements included herein have been
          prepared, without audit, pursuant to the rules and regulations of the Securities
          and Exchange Commission (“SEC”).  The condensed financial statements
          and notes are presented as permitted on Form 10-QSB and do not contain
          information included in the Company’s annual statements and notes. Certain
          information and footnote disclosures normally included in 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 financial statements be read in conjunction with
          the September 30, 2006 audited financial statements and the
          accompanying notes thereto.  While management believes the procedures
          followed in preparing these condensed financial statements are reasonable,
          the accuracy of the amounts are in some respects dependent upon the facts
          that
          will exist, and procedures that will be accomplished by the Company later
          in the
          year.
  These
          condensed unaudited financial statements reflect all adjustments, including
          normal recurring adjustments which, in the opinion of management, are necessary
          to present fairly the operations and cash flows for the periods
          presented.
 Genesis
        Capital Corporation of Nevada (the “Company”) was incorporated in the State of
        Colorado in 1983. The Company has a total of 500,000,000 authorized common
        shares at December 31, 2006 and 2005, respectively, (par value $.001) with
        467,949,688 shares issued and outstanding at December 31, 2006 and 2005,
        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, 2006
        and
        2005.
 
 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. The company
        has
        reclassified the temporary equity back to permanent equity as the violation
        was
        rectified.
 
 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. The debentures and associated
        expenses expired under Colorado law and were taken into income by the company
        in
        the first quarter of fiscal 2007.
 
 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. The corporate charters
        of
        the subsidiaries were not renewed and revoked.
 **6**
 **GENESIS
                CAPITAL CORPORATION OF NEVADA**
 **NOTES
                  TO CONDENSED FINANCIAL STATEMENTS
                  (CONTINUED)**
 **DECEMBER
                31, 2006 AND 2005 (UNAUDITED)**
 **NOTE
        2 -** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosures of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those estimates.
 
 **Revenue
        and Cost Recognition**
 
 The
        Company’s financial statements are prepared using the accrual method of
        accounting. Under this method, revenue is recognized when earned and expenses
        are recognized when incurred. The Company did not earn any revenue from
        consulting services in 2006 and 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.
 
 The
        Company maintains cash and cash equivalent balances at a financial institution
        that is insured by the Federal Deposit Insurance Corporation up to $100,000.
 
 **Income
        Taxes**
 
 The
        Company has adopted the provisions of Financial Accounting Standards Board
        Statement No. 109, Accounting for Income Taxes. The Company accounts for
        income
        taxes pursuant to the provisions of the Financial Accounting Standards Board
        Statement No. 109, Accounting for Income Taxes, which requires an asset and
        liability approach to calculating deferred income taxes. The asset and liability
        approach requires the recognition of deferred tax liabilities and assets
        for the
        expected future tax consequences of temporary differences between the carrying
        amounts and the tax basis of assets and liabilities.
 
 **Fair
        Value of Financial Instruments**
 
 The
        carrying amount reported in the balance sheets for cash and cash equivalents,
        accounts payable and accrued expenses approximate fair value because of the
        immediate or short-term maturity of these financial instruments.
   **7**
 **GENESIS
              CAPITAL CORPORATION OF NEVADA**
 **NOTES
                TO CONDENSED FINANCIAL STATEMENTS**
 **DECEMBER
              31, 2006 AND 2005 (UNAUDITED)**
 **NOTE
        2 -** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
 
 **Earnings
        (Loss) Per Share of Common Stock**
 
 Historical
        net income (loss) per common share is computed using the weighted average
        number
        of common shares outstanding. Diluted earnings per share (EPS) includes
        additional dilution from common stock equivalents, such as stock issuable
        pursuant to the exercise of stock options and warrants. Common stock equivalents
        were not included in the computation of diluted earnings per share when the
        Company reported a loss because to do so would be antidilutive for periods
        presented.
 
 The
        Company has used the issued and weighted average shares as reported in the
        permanent stockholders’ schedule.
 
 The
        following is a reconciliation of the computation for basic and diluted
        EPS:
  December
                    31,
                
                December
                    31,2006
                
                2005Net
                    income (loss)
                
                $
                540,418
                
                $
                (48,659
                )Weighted-average
                    common sharesoutstanding (Basic)
                
                
                467,949,688
                
                
                467,949,688Weighted-average
                    common stockequivalents:Stock
                    options
                
                
                -
                
                
                -Warrants
                
                
                -
                
                
                -Weighted-average
                    common sharesoutstanding (Diluted)
                
                
                467,949,688
                
                
                467,949,688
  There
        were no outstanding options and warrants at December 31, 2006 and
        2005.
 
 **Recent
        Accounting Pronouncements**
 
 In
        December 2004, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory
        Costs.” SFAS No. 151 requires abnormal amounts of inventory costs related
        to idle facility, freight handling and wasted material expenses to be recognized
        as current period charges. Additionally, SFAS No. 151 requires that
        allocation of fixed production overheads to the costs of conversion be based
        on
        the normal capacity of the production facilities. The standard is effective
        for
        fiscal years beginning after June 15, 2005. The adoption of SFAS
        No. 151 did not have a material impact on the Company’s financial position
        or results of operations.
  **8**
 **GENESIS
                CAPITAL CORPORATION OF NEVADA**
 **NOTES
                TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
                31, 2006 AND 2005 (UNAUDITED)**
 **NOTE
            2 -** **SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES
            (CONTINUED)**
 
 **Recent
        Accounting Pronouncements (Continued)**
 
 In
        May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
        Corrections.” SFAS No. 154 replaces Accounting Principles Board (“APB”)
        Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting
        Accounting Changes in Interim Financial Statements.” SFAS No. 154 requires
        retrospective application to prior periods’ financial statements of a voluntary
        change in accounting principle unless it is impracticable. APB No. 20
        previously required that most voluntary changes in accounting principle be
        recognized by including the cumulative effect of changing to the new accounting
        principle in net income in the period of the change. SFAS No. 154 is
        effective for accounting changes and corrections of errors made in fiscal
        years
        beginning after December 15, 2005. The adoption of SFAS No. 154 did
        not have a material impact on the Company’s financial position or results of
        operations.
  In
        February 2006, the FASB issued SFAS No. 155, “Accounting for Certain
        Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
        140.” SFAS No. 155 resolves issues addressed in SFAS No. 133
        Implementation Issue No. D1, “Application of Statement 133 to Beneficial
        Interests in Securitized Financial Assets,” and permits fair value remeasurement
        for any hybrid financial instrument that contains an embedded derivative
        that
        otherwise would require bifurcation, clarifies which interest-only strips
        and
        principal-only strips are not subject to the requirements of SFAS No. 133,
        establishes a requirement to evaluate interests in securitized financial
        assets
        to identify interests that are freestanding derivatives or that are hybrid
        financial instruments that contain an embedded derivative requiring bifurcation,
        clarifies that concentrations of credit risk in the form of subordination
        are
        not embedded derivatives and amends SFAS No. 140 to eliminate the
        prohibition on a qualifying special-purpose entity from holding a derivative
        financial instrument that pertains to a beneficial interest other than another
        derivative financial instrument. SFAS No. 155 is effective for all
        financial instruments acquired or issued after the beginning of the first
        fiscal
        year that begins after September 15, 2006. The Company is currently
        evaluating the effect the adoption of SFAS No. 155 will have on its
        financial position or results of operations.
 
 In
        March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
        Financial Assets, an amendment of FASB Statement No. 140.” SFAS
        No. 156 requires an entity to recognize a servicing asset or liability each
        time it undertakes an obligation to service a financial asset by entering
        into a
        servicing contract under a transfer of the servicer’s financial assets that
        meets the requirements for sale accounting, a transfer of the servicer’s
        financial assets to a qualified special-purpose entity in a guaranteed mortgage
        securitization in which the transferor retains all of the resulting securities
        and classifies them as either available-for-sale or trading securities in
        accordance with SFAS No. 115, “Accounting for Certain Investments in Debt
        and Equity Securities” and an acquisition or assumption of an obligation to
        service a financial asset that does not relate to financial assets of the
        servicer or its consolidated
 
  **9**
 **GENESIS
              CAPITAL CORPORATION OF NEVADA**
 **NOTES
              TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
              31, 2006 AND 2005 (UNAUDITED)**
 **NOTE
        2 -** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
 
 **Recent
        Accounting Pronouncements (Continued)**
 
 affiliates.
        Additionally, SFAS No. 156 requires all separately recognized servicing
        assets and servicing liabilities to be initially measured at fair value,
        permits
        an entity to choose either the use of an amortization or fair value method
        for
        subsequent measurements, permits at initial adoption a one-time reclassification
        of available-for-sale securities to trading securities by entities with
        recognized servicing rights and requires separate presentation of servicing
        assets and liabilities subsequently measured at fair value and additional
        disclosures for all separately recognized servicing assets and liabilities.
        SFAS
        No. 156 is effective for transactions entered into after the beginning of
        the first fiscal year that begins after September 15, 2006. The Company is
        currently evaluating the effect the adoption of SFAS No. 156 will have on
        its financial position or results of operations.
 
 In
        September 2006, the FASB issued SFAS No. 157 “Fair Value
        Measurements,” which provides a definition of fair value, establishes a
        framework for measuring fair value and requires expanded disclosures about
        fair
        value measurements. SFAS No. 157 is effective for financial statements
        issued for fiscal years beginning after November 15, 2007 and interim
        periods within those fiscal years. The provisions of SFAS No. 157
        should be applied prospectively. Management is assessing the potential impact
        on
        Genesis’s financial condition and results of operations.
 
 In
        September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting
        for Defined Benefit Pension and Other Postretirement Plans”, which amends
        SFAS No. 87 “Employers’ Accounting for Pensions”
(SFAS No. 87), SFAS No. 88 “Employers’ Accounting for
        Settlements and Curtailments of Defined Benefit Pension Plans and for
        Termination Benefits” (SFAS No. 88), SFAS No. 106
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”
(SFAS No. 106), and SFAS No. 132R “Employers’ Disclosures
        about Pensions and Other Postretirement Benefits (revised 2003)”
(SFAS No. 132R). This Statement requires companies to recognize an
        asset or liability for the overfunded or underfunded status of their benefit
        plans in their financial statements. SFAS No. 158 also requires the
        measurement date for plan assets and liabilities to coincide with the sponsor’s
        year end. The standard provides two transition alternatives related to the
        change in measurement date provisions. The recognition of an asset and liability
        related to the funded status provision is effective for fiscal year ending
        after
        December 15, 2006 and the change in measurement date provisions is
        effective for fiscal years ending after December 15, 2008. This
        pronouncement has no effect on Genesis Capital at this time.
 
 
  **10**
 **GENESIS
              CAPITAL CORPORATION OF NEVADA**
 **NOTES
              TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
              31, 2006 AND 2005 (UNAUDITED)**
 **NOTE
        3 -**  **ACCOUNTS
        RECEIVABLE MANAGEMENT AGREEMENT**
 
 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 a total of $700,000 in consulting revenue during the years
        ended
        September 30, 2005 and 2004. Of the $700,00 earned, $57,482 remains
        outstanding. The agreement was in effect until August 31, 2006. The
        Company’s management has determined that there should be no allowance for
        doubtful collections.
 
 
 **NOTE
        4 -**  **DEBENTURES
        PAYABLE**
 
 The
        Company had outstanding convertible debentures at September 30, 2006 and
        2005 in
        the amount of $453,720. The debentures were 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 were
        in
        default. The convertible debentures have expired under Colorado statute.
        The
        company has written off the debentures of $453,720 during the quarter ended
        December 31, 2006 and costs of $173,414 related to the
        debentures.
  **11**
 **GENESIS
              CAPITAL CORPORATION OF NEVADA**
 **NOTES
              TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
              31, 2006 AND 2005 (UNAUDITED)**
 **NOTE
        5 -**  **STOCKHOLDERS’
        EQUITY**
 
 **Common
        and Preferred Stock**
 
 In
        October 2001, the Company completed a recapitalization whereby, the Company
        had
        authorized two classes of stock; preferred stock with a par value of $.001
        and
        10,000,000 shares authorized, and common stock with a par value of $.001,
        and
        500,000,000 shares authorized.
 
 As
        of
        December 31, 2006 and 2005, the Company had issued 5,000,000 of its preferred
        stock.
 
 The
        Company has also issued as of September 30, 2006 and 2005, 467,949,688 of
        its
        common shares.
 
 The
        Company has reclassified back to permanent equity as of December 31, 2006
        and
        2005, 383,594,468 of its common shares. There have been no issuances of
        preferred or common stock for the three months ended December 31, 2006 and
        2005,
        respectively.
  **Options
        and Warrants**
 
 The
        Company had no options or warrants outstanding at December 31, 2006 and 2005,
        respectively.
 
 **NOTE
        6 -**  **GOING
        CONCERN**
  The
        Company incurred a loss for the current year and has had recurring losses
        for
        years including and prior to September 30, 2004 and has an accumulated deficit
        account of $421,856.
 
 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. The Company reclassified $266,377 into temporary equity from permanent
        equity. In December 2006 the company eliminated this temporary equity account
        as
        it is believed to have been cured.
 
 The
        condensed financial statements do not include any adjustments that might
        result
        from the outcome of these uncertainties.
 . **12**
 **GENESIS
                CAPITAL CORPORATION OF NEVADA**
 **NOTES
                TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
                31, 2006 AND 2005 (UNAUDITED)**
 **NOTE
        7 -**  **INCOME
        TAXES**
 
 The
        net
        deferred tax assets in the accompanying balance sheets include the following
        components at December 31, 2006 and 2005:
  2006
                
                2005Deferred
                    tax Assets
                
                $
                126,557
                
                $
                199,064Deferred
                    tax valuation allowance
                
                
                (126,557
                )
                
                (199,064
                )Net
                    deferred tax assets
                
                $
                -
                
                $
                -
 Due
        to
        the uncertainty of utilizing the approximate $421,856 and $663,548 in net
        operating losses, for the three months ended December 31, 2006 and 2005
        respectively, and recognizing the deferred tax assets, an offsetting valuation
        allowance has been established.
  **NOTE
        8 -**  **LOANS
        RECEIVABLE RELATED PARTY**
 
 The
        Company has advanced certain related companies funds that are due on
        demand.




**NOTE 9
        -**  **SUBSEQUENT
        EVENT**
  On
        January 29, 2007, the board of directors approved the
        issuance of 5,000,000 shares of its Series A Convertible Preferred Stock
        to an
        officer, director, and 10% shareholder, in exchange for services rendered.
        This
        issuance was intended to be exempt from registration under section 4(2) of
        the
        Securities Act of 1933.





**13**


**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 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 re-domicile 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 AZ 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.





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.





**14**


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.
      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.





On
      August
      30, 2001, the Company entered into a Stock Acquisition Agreement ("Acquisition
      Agreement") with Christopher Astrom (Purchaser); Hudson Consulting Group, Inc.
      (Seller); and Global Universal, Inc (Seller), of Delaware pursuant to which
      Mr.
      Astrom was granted the right to purchase 54,110,309 shares of common stock
      and
      1,477,345 shares of preferred stock. Under the Acquisition Agreement, Mr. Astrom
      was to pay $315,000 to the Company for the common and preferred stock and tender
      to the Company all of the issued and outstanding common stock of Senior
      Lifestyle Communities, Inc. ("Communities"). The Acquisition Agreement closed
      October 30, 2001. 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 nonaffiliated
      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 Company, through
      Senior, acquired from National Residential Properties, Inc. k/n/a National
      Realty & Mortgage, 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".





**15**


As
      additional consideration for the conveyance to Senior of the Connecticut
      Properties, the Company agreed to issue to National, 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
      has sold all of the Shares, if the gross sales proceeds realized by National
      from the sale of the Shares is less than $2,000,000, the Company was required
      to
      issue to National such additional shares of common stock in an amount based
      on
      the closing bid price as quoted on the OTC Bulletin Board on the day before
      the
      date of such additional share issuance as to make up the difference between
      said
      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 $700,000.





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
      or
      about February 19, 2006, the Company's registration statement filed with the
      SEC
      on Form 10-SB became effective. Accordingly, the Company has resumed 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
      EVENTS





On
      January 25, 2007, the Company filed a Certificate of Designation of Series
      A
      Convertible Preferred Stock with the state of Nevada, which certificate of
      designation increased the designated Series A Convertible Preferred Stock from
      5,000,000 shares to 10,000,000 shares. On January 29, 2007, the Board of
      Directors approved the issuance of 5,000,000 shares of its Series A Convertible
      Preferred Stock to Christopher Astrom, in exchange for services
      rendered.





**16**


Each
      share of series A convertible preferred stock entitles the holder thereof to
      25
      votes on all matters, the right to convert each share into 25 shares of common
      stock and a liquidation preference of $1.00 per share.





Current
      Business Plan





The
      Company is a shell company in that it has no or nominal operations and either
      no
      or nominal assets. 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 virtually
      any
      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.





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 8K's, 10K's or 10KSB'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
      Company 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.





**17**


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.





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 and 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.





**18**


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.





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 fulltime 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.





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 10KSB for the year ended September
      30,
      2001 and Form 10QSB 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 debenture conversions may have not been
      in
      compliance with the registration provisions of Section 5 of the Securities
      Act
      of 1933 as amended. As a result, the Company reclassified $266,377 to temporary
      equity as of September 30, 2004 and 2003. This account acted as a reserve for
      capital that the Company may be required to pay. In the first quarter of 2007
      the Company is reclassifying the temporary equity to permanent equity.





**19**


As
      described below, the Company does not now view the possible securities
      violations as material and as such has re-reclassified the temporary equity
      back
      to permanent equity.





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. Subsequent to the issuance of
      the
      Debentures, Communities became a wholly owned subsidiary of the Company and
      the
      Company assumed all of the obligations of Communities under the Debentures.
      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 are quoted in the OTC Bulletin Board.





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, and 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. All the Escrow Shares were issued upon conversion of the
      Debentures by the Debenture Holders.





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 was exposed to possible litigation
      under Section 2(a)(1) of the Securities Act. However, 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. No action was brought within
      the
      time allotted. Accordingly, in the first quarter of fiscal 2007, the Company
      reclassified all remaining amounts from temporary equity to permanent
      stockholder equity.





As
      of
      September 30, 2006 the Company had $453,720 in Debentures outstanding and
      $161,827 in accrued interest expense on the Debentures. The Company has
      determined that the statute of limitations to file a claim to seek repayment
      on
      the Debentures expires on October 30, 2006 and no action was timely filed.
      On
      October 30, 2006 the Company wrote off the Debenture balance of $453,720 and
      accrued interest of $161,827.





*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.*





**20**


RESULTS
      OF OPERATIONS





*THREE
      MONTHS ENDED DECEMBER 31, 2006 COMPARED TO*


*THREE
      MONTHS ENDED DECEMBER 31, 2005*





Revenues





Revenues
      were $0 for the three months ended December 31, 2006, as compared to $0 for
      the
      three months ended December 31, 2005.





Operating
      Expenses





Operating
      expenses for the three months ended December 31, 2006 were $86,716 compared
      to
      $48,659 for the three months ended December 31, 2005.





Income
      (Loss) From Operations





Income
      (Loss) from operations for the three months ended December 31, 2006 was $540,418
      compared to $(48,659) for the three months ended December 31, 2005. The Income
      from Operations for December 31, 2006 is a result of the expirations and write
      off of the debentures and the expiration of related costs.





Net
      Income (Loss) Applicable To Common Stock





Net
      income (loss) per share applicable to Common Stock was $0 for the three months
      ended December 31, 2006, compared to $0 for the three months ended December
      31,
      2005.





LIQUIDITY
      AND CAPITAL RESOURCES





The
      Company currently plans to satisfy its cash requirements for the next 12 months
      by borrowing from affiliated companies with common ownership or control or
      directly from its officers and directors 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.





As
      of
      December 31, 2006, the Company had current assets consisting of cash and cash
      equivalents in the amount of $4,192. As of December 31, 2006, the Company had
      current liabilities consisting of accounts payable and short term notes payable
      in the amount of $61,024.





**21**


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.





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.





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 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.





**22**


THE
      COMPANY CURRENTLY HAS NEGLIGIBLE OPERATIONS





Other
      than the arrangement with Wahooo Funding LLC describe below, the Company has
      had
      no or limited operations since March 2002. 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
      $700,000.  Except
      for the foregoing contract with Wahoo, the Company has not engaged in any
      operations and has been virtually dormant for several years.





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.





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.





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 nonexistent and there can be no assurance of a change in the
      immediate future.





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 15g9 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.





**23**


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 maintains a set of disclosure controls and procedures designed to ensure
      that information required to be disclosed by the Company in the reports filed
      under the Securities Exchange Act, is recorded, processed, summarized and
      reported within the time periods specified by the SEC’s rules and forms.
      Disclosure controls are also designed with the objective of ensuring that this
      information is accumulated and communicated to the Company’s management,
      including the Company’s chief executive officer and chief financial officer, as
      appropriate, to allow timely decisions regarding required
      disclosure.




Based
      upon their evaluation as of the end of the period covered by this report, the
      Company’s chief executive officer and chief financial officer concluded that,
      the Company’s disclosure controls and procedures are not effective to ensure
      that information required to be included in the Company’s periodic SEC filings
      is recorded, processed, summarized, and reported within the time periods
      specified in the SEC rules and forms.




The
      Company’s board of directors was advised by Bagell, Josephs, Levine &
Company, L.L.C., the Company’s independent registered public accounting firm,
      that during their performance of audit procedures for 2006 Bagell, Josephs,
      Levine & Company, L.L.C. identified a material weakness as defined in Public
      Company Accounting Oversight Board Standard No. 2 in the Company’s internal
      control over financial reporting.




This
      deficiency consisted primarily of inadequate staffing and supervision that
      could
      lead to the untimely identification and resolution of accounting and disclosure
      matters and failure to perform timely and effective reviews. However, the size
      of the Company prevents us from being able to employ sufficient resources to
      enable us to have adequate segregation of duties within our internal control
      system. Management is required to apply its judgment in evaluating the
      cost-benefit relationship of possible controls and procedures.








CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING





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.





**24**


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.**





On
      January 29, 2007, the Board of Directors approved the issuance of 5,000,000
      shares of its Series A Convertible Preferred Stock to Christopher Astrom, an
      officer, director and 10% shareholder, in exchange for services rendered. This
      issuance was intended to be exempt from registration under section 4(2) of
      the
      Securities Act of 1933.





**Item
      3. Defaults Upon Senior Securities**





None





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





None





**Item
      5. Other Information**





None





**Item
      6. Exhibits and Reports on Form 8K**







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 Sec ton 302 of the Sarbanes Oxley Act of
      2002.





32.1  Certification
      of
      Chief Executive Officer pursuant to Sec ton 906 of the Sarbanes Oxley Act of
      2002.





32.2  Certification
      of
      Chief Financial Officer pursuant to Sec ton 906 of the Sarbanes Oxley Act of
      2002.





(b)
      Reports on Form 8K:





(i)
      Form
      8-K filed January 29, 2007








**25**






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 13, 2007





By:
      /s/ RICHARD ASTROM


Richard
      Astrom


Chief
      Executive Officer





By:
      /s/ CHRISTOPHER ASTROM


Christopher
      Astrom


Chief
      Financial Officer


26