`SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Amendment No. 1
                                   FORM 10-QSB/A


(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, 2001.

[ ]  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, 2001 was 2,217,911 and the total number of the
issuer's preferred stock, $.001 par value, was 77,755.


                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

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

         Condensed Balance Sheets as of March 31, 2001.......................4

         Condensed Statements of Operations
                  for the Three and Six Month Periods Ended March 31, 2001...5

         Condensed Statements of Cash Flows
                  for the Three and Six Month Periods Ended March 31, 2001...6

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS................................8


                           PART II - OTHER INFORMATION

ITEM6 INDEX TO EXHIBITS        . . . . . . . . . . . . . . . . . . . . .  . .8

SIGNATURES...................................................................9






                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        2



                                     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, 2001 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 4 through 7 and are incorporated herein by this
reference.


GENESIS CAPITAL CORPORATION OF NEVADA
Balance Sheets


                                                  March 31          September 30
                                                    2001               2000
                                                (Unaudited)          (Audited)

A S S E T S
Current Assets:
Cash in Bank                                    $     -              $     -

     Total Current Assets                             -                    -

Investments
Marketable Securities, at Market Value
                                                  42,900               195,000
Deferred Tax Benefit                             220,005               156,051

     Total Assets                               $262,905              $351,051

L I A B I L I T I E S

Current Liabilities
Accrued Expenses                                $108,500               $72,500
Deferred Tax payable - Investments                     -                     -

     Total Current Liabilities                   108,500                72,500

Commitment and Contigencies                            -                     -

S T O C K H O L D E R S'    E Q U I T Y

Preferred Stock, 0.001 par value,                     78                    78
    10,000,000 shares authorized with
    77,755 and 77,755 issued and outstanding

Common Stock, .001 par value,                      2,218                 2,218
    50,000,000 authorized with 2,217,911
    and 2,217,911 issued and outstanding

Accumulated Other Comprehensive Income (Loss)   (367,686)             (267,300)
Additional paid in capital                     9,195,579             9,195,579
Accumulated Deficit                           (8,675,784)           (8,652,024)

     Total Stockholders' Equity                  154,405               278,551

     Total Liabilities and Stockholders'
      Equity                                    $262,905              $351,051





GENESIS CAPITAL CORPORATION OF NEVADA

Statement of Operations

                                                 Three Months Ended               Six Months Ended
                                             March 31          March 31         March 31          March 31
                                               2001              2000             2001              2000
                                           (Unaudited)        (Unaudited)     (Unaudited)       (Unaudited)
Revenues:
Revenues                                    $     -            $     -          $     -           $     -

     Total Revenues                         $     -            $     -          $     -           $     -

Expenses:
Property Taxes                                    -                  -                -                 -
Rent                                          9,000                  -            18,000                -
Directors Fees                                4,500                  -             9,000                -
Management Fees                               4,500                  -             9,000                -
General & Administrative Expenses:                -                 45                -                45

     Total Expenses                         $18,000                $45           $36,000              $45

Other Income:
Property Taxes (net of Income Tax Benefit                       30,777                             27,539

Net Income Before Tax                       (18,000)            30,732           (36,000)          27,494

Income Tax Benefit                            6,120                  -            12,240              571

Net Income                                 $(11,880)            30,732          $(23,760)          28,065


Earnings Per Share - Basic
     Net Income (Loss) per Share            $(0.005)            $0.014           $(0.011)          $0.013
Earnings Per Share - Basic
Diluted
     Net Income (Loss) per Share            $(0.004)            $0.011           $(0.008)          $0.010

Weighted Average Shares Outstanding       2,217,911          2,142,000         2,217,911        2,117,910
Weighted Average Shares Outstanding
 (Diluted)                                2,995,461          2,845,461         2,995,461        2,895,460
     (Retroactively Restated)





GENESIS CAPITAL CORPORATION OF NEVADA
Statements of Cash Flows

                                                                 Six Months Ended
                                                            March 31          March 31
                                                              2001              2000
                                                          (Unaudited)        (Unaudited)
Cash Flows - Operating Activities
     Net Income                                            $(23,760)           $30,732

     Adjustments:
     Accrued Property Taxes                                       -            (35,967)
     Accrued Expenses                                        36,000
     Deferred Income Tax Benefit                            (12,240)             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                                              -                  -






                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

                                        3

                      Genesis Capital Corporation of Nevada
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                    Unaudited


NOTE 1 -BASIS OF PRESENTATION

         The unaudited financial statements included herein have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 301 (b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
need included. Operating results for the three months ended March 31, 2001 and
2000 are not necessarily indicative of the results that may be expected for the
fiscal years ended September 30, 2000 and 1999. For further information. The
statements should ne read in conjunction with the financial statements and notes
thereto included in the Company's registration statement on Form 10KSB.

         Shares for common stock issued by the Company for other than cash have
been assigned amounts equivalent to the fair value of the services or assets
received in exchange.

NOTE 2-  MARKETABLE SECURITIES

         The carrying amounts of marketable securities as shown on the
accompanying balance sheet are their approximate market values at March 31, 2001
are as follows:


Available for sale:   Cost    Gross Unrealized    Gross Unrealized  Market Value
                                   Gains             Losses
                   ---------  ----------------    ----------------  ------------
Securities         $ 600,000       $ 0             $ 557,100          $ 42,900

The securities were valued at the market price per share at the balance sheet
date ($.11) less a discount of 35% due to the small trading volume and the stock
having a restricted legend on the shares.

Unrealized gains and losses on securities available for sale at March 31, 2001
are shown net of income taxes as a component of stockholder's equity.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

The Company from time to time, may be subject to legal proceedings and claims
that arise in the ordinary course of its business. Currently, the Company is not
subject to any legal proceedings or other claims.

                                        7




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

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 or merger or to begin its own start-up
business.

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

Plan of Operations

The Company's plan of operation for the coming year, as discussed above, is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits. Since the Company has no operations at present, its
cash needs are minimal. The Company believes it can meet its cash needs for the
foreseeable future from its current assets.

The Company has no plans for the purchase or sale of any plant or equipment.

The Company is a development stage company and currently has no employees. The
Company has no current plans to make any changes in the number of employees.


                            PART II-OTHER INFORMATION


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 11 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.



                                        8



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 9th day of August, 2001.



GENESIS CAPITAL CORPORATION OF NEVADA


    /s/ Reginald L. Davis
- ---------------------------
        Reginald L. Davis                                  August 10, 2001
        President and Director



                                        9




EXHIBIT INDEX

EXHIBIT                PAGE
NO.                    NO.       DESCRIPTION


Charter and By-laws

2(i)                    *        Articles of Incorporation of Genesis Capital Corporation
                                 of Nevada, a Nevada corporation, filed with the State of
                                 Nevada on December 22, 1998.

2(ii)                   *        By-laws of the Company adopted on December 18, 1998.


10(i)                   *        Debt Settlement Agreement (dated June 11, 1999) between the
                                 Company and Motor Sports on Dirt,  Inc.,  as well as several
                                 other parties, settling the debts the Company owed to Global
                                 and Hudson.

10(ii)                  *        Settlement Agreement (dated July 19, 1999) between the
                                 Company and Motor Sports on Dirt, Inc., as well as several
                                 other parties, releasing all claims to stock of Genesis
                                 Capital Corporation and effectively canceling the Company's
                                 acquisition of Motor Sports on Dirt, Inc.

10(iii)                 *        Merger Agreement and Plan of Merger between Genesis Capital
                                 Corporation of Nevada and Genesis Capital Corporation, dated
                                 March 9, 1999.

10(iv)                  *        Acquisition Agreement between the Company and Motor Sports on
                                 Dirt, Inc., dated April 6, 1999.

10(v)                   *        Addendum #1 (dated May 10, 1999) to the Acquisition Agreement
                                 of April 6, 1999 between the Company and Motor Sports on
                                 Dirt, Inc.

* Incorporated herein by reference from Form 10-KSB filed January 16, 2001.`