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 June 30, 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                        (I.R.S. Employer Identifi-
      of Incorporation                                    cation Number)

              One NE First Avenue, Suite 306, Ocala, Florida 34470
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (352) 867-5183
--------------------------------------------------------------------------------
                            Issuer's telephone number


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

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













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

Check whether the registrant filed all documents and reports required by Section
12, 13, or 15(d) of the Exchange Act after the distribution of securities under
a plan confirmed by a court

Yes [ ]    No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

         As of August 8, 2006, there were 84,355,220 shares of the Registrant's
Common Stock, $0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format Yes |_| No |X|









































                                        2
<PAGE>
                      Genesis Capital Corporation of Nevada

                  FOR THE QUARTERLY PERIOD ENDED June 30, 2006

                                TABLE OF CONTENTS

                          PART I FINANCIAL INFORMATION

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

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

Item 3. Controls and Procedures..............................................33

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings....................................................34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..........34

Item 3. Defaults upon Senior Securities......................................34

Item 4. Submission of Matters to a Vote of Securities Holders................34

Item 5. Other Information....................................................34

Item 6. Exhibits and Reports on Form 8K......................................34































                                        3
<PAGE>
THIS REPORT CONTAINS FORWARDLOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARDLOOKING
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 FORWARDLOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARDLOOKING 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
             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005








































                                        4
<PAGE>



                      GENESIS CAPITAL CORPORATION OF NEVADA

        INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)










CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

Balance Sheet as of June 30, 2006 (Unaudited)                                 6

Statements of Operations for the Nine and Three Months
ended June 30, 2006 and 2005 (Unaudited)                                      7

Statement of Changes in Stockholders' (Deficit) for the Nine Months
ended June 30, 2006 and 2005 (Unaudited)                                      8

Statement of Changes in Temporary Equity for the Nine months ended June
30, 2006 and 2005 (Unaudited)                                                 9

Statements of Cash Flows for the Nine months ended
June 30, 2006 and 2005 (Unaudited)                                           10

Notes to Condensed Consolidated Financial Statements (Unaudited)             11


























                                        5
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2006


                                     ASSETS
                                     ------

                                                                     2006
                                                               -----------------

CURRENT ASSETS
  Cash and cash equivalents                                              54,751
  Accounts receivable                                                   277,500

TOTAL ASSETS                                                            332,251
                                                               =================


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

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                 149,479
  Debentures payable                                                    453,720
  Loans payable - Officers                                               25,540
                                                               -----------------

      TOTAL CURRENT LIABILITIES                                         628,739
                                                               -----------------

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


STOCKHOLDERS' (DEFICIT)
  Preferred Stock, $.001 Par Value; 10,000,000 shares
     authorized and 5,000,000 shares issued and outstanding,              5,000
  Common Stock, $.001 Par Value; 500,000,000
    shares authorized and 84,355,220 shares issued
    and outstanding.                                                     84,355
  Additional Paid-in Capital                                            244,745
  Deficit                                                              (896,965)
                                                               -----------------

      TOTAL STOCKHOLDERS' (DEFICIT)                                    (562,865)
                                                               -----------------

TOTAL LIABILITIES, TEMPORARY EQUITY AND
   STOCKHOLDERS' (DEFICIT)                                      $       332,251
                                                               =================








                                        6
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
           FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 2006 AND 2005


<TABLE>
<CAPTION>
                                                                 NINE MONTHS ENDED                 THREE MONTHS ENDED
                                                             JUNE 30,          JUNE 30,        JUNE 30,         JUNE 30,
                                                               2006              2005            2006             2005
                                                           --------------    -------------   --------------   --------------
<S>                                                         <C>               <C>             <C>              <C>
CONSULTING REVENUE                                          $          -      $         -     $          -     $          -
                                                           --------------    -------------   --------------   --------------

OPERATING EXPENSES
   Professional Fees and Compensation Expenses                       976           11,675                -            9,564
    Administrative Expenses                                      121,872          120,891           82,698          106,714
    Bad debt                                                     135,654                -                -
   Interest Expense                                               23,574           27,223                -            9,074
                                                           --------------    -------------   --------------   --------------

          TOTAL OPERATING EXPENSES                               282,076          159,789           82,698          125,352
                                                           --------------    -------------   --------------   --------------

(LOSS) BEFORE OTHER (EXPENSES)                                  (282,076)        (159,789)         (82,698)        (125,352)

NET (LOSS) BEFORE PROVISION
  FOR INCOME TAXES                                              (282,076)        (159,789)         (82,698)        (125,352)
   Provision for Income Taxes                                          -                -                -                -
                                                           --------------    -------------   --------------   --------------

NET (LOSS) APPLICABLE TO COMMON SHARES                      $   (282,076)     $  (159,789)    $    (82,698)    $   (125,352)
                                                           ==============    =============   ==============   ==============

NET (LOSS) PER BASIC AND DILUTED SHARES                     $   (0.00076)     $  (0.00189)    $   (0.00018)    $   (0.00022)
                                                           ==============    =============   ==============   ==============

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

















                                        7
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED JUNE 30, 2006 AND 2005





<TABLE>
<CAPTION>
                                                                                                  ADDITIONAL
                                                       PREFERRED STOCK         COMMON STOCK        PAID-IN
                                                      SHARES     AMOUNT     SHARES      AMOUNT     CAPITAL    (DEFICIT)     TOTAL
                                                   ----------- --------- ------------ ---------- ----------- ----------- -----------
<S>                                                <C>         <C>       <C>          <C>        <C>         <C>         <C>
Balance, September 30, 2004                         5,000,000   $ 5,000   84,355,220   $ 84,355   $ 244,745   $(812,039)  $(481,384)
                                                   ----------- --------- ------------ ---------- ----------- ----------- -----------

Net (loss) for the nine months ended June 30, 2005          -         -            -          -           -    (159,789)   (159,789)
                                                   ----------- --------- ------------ ---------- ----------- ----------- -----------

Balance, June 30, 2005                              5,000,000   $ 5,000   84,355,220   $ 84,355   $ 244,745   $(971,828)  $(641,173)
                                                   =========== ========= ============ ========== =========== =========== ===========

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

Net (loss) for the nine months ended June 30, 2006          -         -            -          -           -   $(282,076)  $(282,076)
                                                   --------------------------------------------------------- ----------- -----------

Balance, June 30, 2006                              5,000,000   $ 5,000   84,355,220   $ 84,355   $ 244,745   $(896,965)  $(562,865)
                                                   =========== ========= ============ ========== =========== =========== ===========
</TABLE>

























                                        8
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY (UNAUDITED)
                FOR THE NINE MONTHS ENDED JUNE 30, 2006 AND 2005





<TABLE>
<CAPTION>
                                                                                        ADDITIONAL
                                                                   COMMON STOCK          PAID-IN
                                                              SHARES         AMOUNT      CAPITAL      (DEFICIT)      TOTAL
                                                           -------------  -----------  ------------  -----------  -----------

<S>                                                         <C>            <C>          <C>           <C>          <C>
Balance, September 30, 2004                                 383,594,468    $ 383,594    $ (244,745)   $ 127,528    $ 266,377

Activity for the nine months ended June 30, 2005                      -            -             -            -            -
                                                           -------------  -----------  ------------  -----------  -----------

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

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

Activity for the nine months ended June 30, 2006                      -            -             -            -            -
                                                           -------------  -----------  ------------  -----------  -----------

Balance, June 30, 2006                                      383,594,468    $ 383,594    $ (244,745)   $ 127,528    $ 266,377
                                                           ==================================================================
</TABLE>



























                                        9
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE NINE MONTHS ENDED JUNE 30, 2006 AND 2005



<TABLE>
<CAPTION>
                                                                  2006         2005
                                                              ------------ ------------
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                    $ (282,076)  $ (159,789)
                                                              ------------ ------------
   Adjustments to reconcile net (loss) to net cash
   provided by (used in) operating activities:

   Bad debt                                                       135,654

   CHANGES IN ASSETS AND LIABILITIES:
   Net Advances                                                     4,000       (4,388)
   Receivables                                                    160,000      150,000
   Increase in Accounts Payable and Accrued Expenses               23,950       27,223
                                                              ------------ ------------
          TOTAL ADJUSTMENTS                                       323,604      172,835
                                                              ------------ ------------
          NET CASH PROVIDED BY(USED IN) OPERATING ACTIVITIES       41,528       13,046
                                                              ------------ ------------


NET INCREASE IN CASH AND
   CASH EQUIVALENTS                                            $   41,528   $   13,046

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

CASH AND CASH EQUIVALENTS
   END OF PERIOD                                               $   54,751   $   13,191
                                                              ============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

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











                                       10
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2006 AND 2005 (UNAUDITED)

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

         The  condensed  consolidated  unaudited  interim  financial  statements
         included  herein have been  prepared,  without  audit,  pursuant to the
         rules and  regulations of the Securities and Exchange  Commission.  The
         condensed  consolidated financial statements and notes are presented as
         permitted on Form 10-QSB and do not contain information included in the
         Company's annual condensed consolidated unaudited statements and notes.
         Certain  information  and  footnote  disclosures  normally  included in
         condensed  consolidated  unaudited  financial  statements  prepared  in
         accordance with accounting  principles generally accepted in the United
         States of America have been condensed or omitted pursuant to such rules
         and regulations, although the Company believes that the disclosures are
         adequate  to make  the  information  presented  not  misleading.  It is
         suggested  that  these  condensed   consolidated   unaudited  financial
         statements be read in  conjunction  with the September 30, 2005 audited
         consolidated  financial  statements and the accompanying notes thereto.
         While  management  believes the procedures  followed in preparing these
         condensed  consolidated  unaudited financial statements are reasonable,
         the  accuracy of the amounts are in some  respects  dependent  upon the
         facts that will exist,  and procedures that will be accomplished by the
         Company later in the year.

         These condensed consolidated unaudited financial statements reflect all
         adjustments,  including  normal  recurring  adjustments  which,  in the
         opinion of  management,  are necessary to present  fairly the condensed
         consolidated  operations,  changes  in  permanent  stockholders  equity
         (deficit),  changes in temporary  equity and cash flows for the periods
         presented.

         Genesis Capital  Corporation of Nevada (the "Company") was incorporated
         in  the  State  of  Colorado  in  1983.  The  Company  has a  total  of
         500,000,000  authorized  common  shares  at June  30,  2006  and  2005,
         respectively,  (par value  $.001) with  467,949,688  shares  issued and
         outstanding  at June 30, 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 June 30,  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 (See Note 6).

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








                                       11
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)

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

         The Company entered into a Stock Acquisition Agreement with Christopher
         Astrom,  Hudson Consulting  Group,  Inc. and Global Universal,  Inc. of
         Delaware dated August 30, 2001,  which closed on October 30, 2001. This
         Stock Acquisition Agreement enabled Senior Lifestyle Communities,  Inc.
         to  acquire  95% of the  issued  and  outstanding  shares of common and
         preferred stock of the Company for $315,000.  For accounting  purposes,
         the transaction has been accounted for as a reverse acquisition,  under
         the purchase method of accounting.

         In addition to the Stock Acquisition Agreement,  the Company and Senior
         Lifestyle Communities, Inc. entered into a Share Exchange Agreement and
         Plan of Reorganization.

         Upon these  agreements  with Senior  Lifestyle  Communities,  Inc., the
         Company on November 1, 2001 assumed by  assignment,  the  obligation of
         certain 8% Series SPA Senior Subordinated Convertible Debentures in the
         face amount of $1,000,000  received by assignment from Senior Lifestyle
         Communities, Inc. and Sea Lion Investors, LLC, Equity Planners LLC, and
         Myrtle  Holdings,  LLC  (collectively  "Purchasers"),  each a  Colorado
         limited  liability  company,  issue the Company's  debentures of Senior
         Lifestyle Communities, Inc.

         Senior Lifestyle  Communities,  Inc. is a Nevada Corporation engaged in
         the  development of senior adult  residences,  incorporated  in August,
         2001. In addition to Senior  Lifestyle  Communities,  Inc., the Company
         has Senior Adult Lifestyles,  Inc. a wholly-owned  subsidiary effective
         October 30, 2001.

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

                                       12
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)


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

         PRINCIPLES OF CONSOLIDATION

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

         USE OF ESTIMATES

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

         REVENUE AND COST RECOGNITION

         The Company's condensed  consolidated financial statements are prepared
         using the accrual method of accounting.  Under this method,  revenue is
         recognized when earned and expenses are recognized  when incurred.  The
         Company performed consulting services and earned $0 for the Nine months
         ended June 30, 2006.

         CASH AND CASH EQUIVALENTS

         The Company  considers  all highly  liquid debt  instruments  and other
         short-term investments with an initial maturity of three months or less
         to be cash equivalents.

         INCOME TAXES

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








                                       13
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)


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

         FAIR VALUE OF FINANCIAL INSTRUMENTS

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

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK

         Historical  net income per common share is computed  using the weighted
         average number of common shares outstanding. Diluted earnings per share
         (EPS) includes additional dilution from common stock equivalents,  such
         as  stock  issuable  pursuant  to the  exercise  of stock  options  and
         warrants. Common stock equivalents were not included in the computation
         of diluted  earnings per share when the Company reported a loss because
         to do so would be antidilutive for periods  presented.  The Company has
         used the issued and weighted  average shares  reported in the permanent
         stockholders' schedule (See Note 6).


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

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

                                                    2006             2005
                                              ----------------  ----------------

Net (Loss)                                     $     (282,076)   $     (159,789)
                                              ----------------  ----------------

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

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

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









                                       14
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)


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

         RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

















                                       15
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)

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

         RECLASSIFICATIONS

         Certain  amounts  for the nine  months  ended  June 30,  2005 have been
         reclassified  to conform  with the  presentation  of the June 30,  2006
         amounts. The reclassifications have no effect on the net income for the
         nine months ended June 30, 2006 and 2005.

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

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

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

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

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
















                                       16
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)


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

         The Company has outstanding convertible debentures at June 30, 2006 and
         2005 in the amount of $453,720.  The debentures are  convertible at the
         investors'  discretion pursuant to the convertible debenture agreement.
         These  debentures  were to mature  along with the  related  interest on
         November 1, 2003, and are in default (See Note 6).

         Interest  expense  and  accrued on these  debentures  were  $18,149 and
         $18,148 for the nine months ended June 30, 2006 and 2005, respectively.
         The  company  has  stopped  accruing  interest on this loan since it is
         anticipated that it will be written off at September 30, 2006.

         The interest rate is approximately 8% per annum.

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

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

         Temporary equity at June 30, 2006 and 2005 was $266,377.  Substantially
         all the shares issued in connection  with the  conversion of debentures
         have  been  reclassified  as  temporary  equity.  The  Company  has not
         recorded  any  additional  liabilities  associated  with  the  possible
         violations.

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

         COMMON AND PREFERRED STOCK

         In October 2001, the Company  completed the  recapitalization  whereby,
         the Company had authorized two classes of stock; preferred stock with a
         par value of $.001 and 10,000,000 shares  authorized,  and common stock
         with a par value of $.001, and 500,000,000 shares authorized.


         As of June 30, 2006, the Company had issued  5,000,000 of its preferred
         stock.

         The Company  had also issued as of June 30, 2006 and 2005,  467,949,688
         of  its  common  shares,   of  which   383,594,468   shares  have  been
         reclassified  to  temporary  equity  (See Note 6).  There  have been no
         issuances  of  preferred or common stock for the nine months ended June
         30, 2006.



                                       17
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)

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

         OPTIONS AND WARRANTS

         The Company had no options or warrants outstanding at June 30, 2006.

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

         The Company has incurred substantial deficits through June 30, 2006.

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

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

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

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

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

         The net deferred tax assets in the accompanying  condensed consolidated
         balance sheet includes the following components at June 30, 2006:

                                                                    2006
                                                               ---------------

Deferred tax assets                                             $     268,800
Deferred tax valuation allowance                                     (268,800)
                                                               ---------------

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


         Due to the  uncertainty  of utilizing the  approximate  $896,965 in net
         operating  losses at June 30, 2006,  and  recognizing  the deferred tax
         assets, an offsetting valuation allowance has been established.






                                       18
<PAGE>
                      GENESIS CAPITAL CORPORATION OF NEVADA
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       JUNE 30, 2006 AND 2005 (UNAUDITED)

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

         The Company during the year ended  September 30, 2002 became aware that
         some  or  all  of  the  stock  issuances   relating  to  the  debenture
         conversions may have not been in compliance without compliance with the
         registration  provisions of Section 5 of the  Securities Act of 1933 as
         amended.  The full impact of this is unknown at this time. As a result,
         the Company has  reclassified  $266,377 to temporary  equity as of June
         30, 2006 and 2005.  This account acts as a reserve for capital that the
         Company may be required to pay.

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

         The company recorded an allowance for doubtful  accounts of $135,654 in
         March 31, 2006 for related receivables that may not be collectible.

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

         There were no adjustments effecting the nine months ended June 30, 2006
         and 2005.  The  Company  restated  its  September  30,  2002  financial
         statements  to  correct  the  amortization  expense of loan fees and to
         reclassify the activity  associated  with the debenture  conversions to
         temporary  equity.  The effect of this change was to  increase  the net
         (loss) and (deficit) in 2002 by $127,528.

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

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

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

















                                       19
<PAGE>
Item 2.  Management's Discussion and Analysis or Plan of Operation.

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

                                     History

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

         Since 1994, the activities of the Company have been limited, because it
sold its wholly owned subsidiary, U.S. Staffing, Inc., during the 1994-95 fiscal
year. In January 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


                                       20
<PAGE>
outstanding shares of the Colorado Corporation's common stock were purchased by
the new Nevada Corporation, effectively merging the Colorado Corporation into
the Nevada Corporation, reverse splitting the Company's stock, and making the
Nevada Corporation the surviving entity. Holders of preferred stock in the old
Colorado Corporation received preferred stock in the new Nevada Corporation on a
1:1 basis. In March 1999, the Company entered into Consulting Agreements with
Hudson Consulting Group, Inc. and Global Universal, Inc. to obtain additional
assistance in finding and completing an acquisition.

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

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

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

         On August 30, 2001, the Company entered into a Stock Acquisition
Agreement ("Acquisition Agreement") with Christopher Astrom (Purchaser); Hudson


                                       21
<PAGE>
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".

         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.



                                       22
<PAGE>
         In June 2002, the Company issued 3,522,655 shares of Series A
Convertible Preferred Stock to Christopher Astrom and designated the entire
5,000,000 shares of Preferred Stock then owned by Mr. Astrom as Series A
Convertible Preferred Stock.

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

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

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

         On or near 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.

General Business Plan and Plan of Operations

         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


                                       23
<PAGE>
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.

         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


                                       24
<PAGE>
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.

         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


                                       25
<PAGE>
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

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

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

COMPETITION

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

EMPLOYEES

         The Company currently has no employees. The business of the Company
will be managed by its officer and directors, who may become employees of the
Company. The Company does not anticipate a need to engage any 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.

REPORTING

         From 1999 through February 2002, the Company was an SEC reporting
company obligated to file reports under Section 13 and 15(d) of the Securities
Exchange Act of 1934, as amended. In February 2002, the Company filed with the
SEC a Form 15 terminating the above reporting obligations. In February 2006 the
Company's registration statement on Form 10-SB became effective again subjecting
the Company to the reporting obligations under Section 13 and 15(d) of the
Securities Exchange Act of 1934, as amended.

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.



                                       26
<PAGE>
         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. The full impact of this is unknown at this
time. As a result, the Company reclassified $266,377 to temporary equity as of
September 30, 2004 and 2003. This account acts as a reserve for capital that the
Company may be required to pay.

         The specific circumstances surrounding said potential violations are as
follows:

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

         On December 13, 2001, the Company entered into an Escrow Agreement with
Sroya Holdings LLC, as escrow agent ("Sroya"), and Sea Lion Investors LLC;
Equity Planners LLC; and Myrtle Holdings LLC, the purpose of which was to amend
the October 30, 2001 agreement among Communities and the Debenture holders.
Pursuant to the Escrow Agreement, the Company deposited 100,000,000 shares of
its common stock ("Escrow Shares") with Sroya to ensure the timely delivery of
the Company's common stock upon the exercise of the conversion privileges by the
Debenture holders under the Debentures issued on October 31, 2001. The Escrow
Shares were deposited with Sroya pursuant to Regulation D Rule 504(b)(iii) and
Section 3 (a)(9) of the Securities Act of 1933 as a result of the assumption by
the Company of all of the obligations of Communities under the Debentures,
including the obligation to repay the principal and interest and the conversion
privileges. 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 12(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. Upon completion of its 2006 fiscal
year end the Company expects to reclassify all remaining amounts from temporary
equity to permanent stockholder equity.

         While more than one year has passed from the initial placement of the
Debentures and the partial conversion of said Debentures, there have been no
actions filed against the Company based upon a violation of Section 5. Because
the statute of limitations has run, it is unlikely that these holders of Company


                                       27
<PAGE>
Common Stock will file an action against the Company. However, some of the
Debentures remain unconverted and, as such, any potential action maintained
against the Company could have a substantial impact on the Company and capital
resources.

         The 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.

                              RESULTS OF OPERATIONS

                  THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO
                        THREE MONTHS ENDED JUNE 30, 2005

Revenues

Revenues were $0.00 for the three months ended June 30, 2006, as compared to
$0.00 for the three months ended June 30, 2005.

Cost of Revenues

Cost of revenues was $0.00 for the three months ended June 30, 2006, as compared
to $0.00 for the three months ended June 30, 2005.

Operating Expenses

         Operating expenses for the three months ended June 30, 2006 were
$82,698 compared to $125,352 for the three months ended June 30, 2005. This
decrease in operating expenses was the result of a decrease in all expenses,
including administrative, professional and interest as a result of the limited
operations of the Company.

Loss From Operations

         Loss from operations for the three months ended June 30, 2006 was
$82,698 compared to $125,352 for the three months ended June 30, 2005.

Interest Expense

         Interest expense was $-0- and $9,074 for the three months ended June
30, 2006 and 2005, respectively. The decrease in interest expense is the result
of the Company's determination to cease accruing interest on the outstanding
convertible debentures and to write off such debentures at the end of its fiscal
year end September 20, 2006.

Net Loss Applicable To Common Stock

         Net loss per share applicable to Common Stock was $0.00018 for the
three months ended June 30, 2006, compared to $0.00022 for the three months
ended June 30, 2005.




                                       28
<PAGE>
                   NINE MONTHS ENDED JUNE 30, 2006 COMPARED TO
                         NINE MONTHS ENDED JUNE 30, 2005

Revenues

         Revenues were $0.00 for the nine months ended June 30, 2006, as
compared to $0.00 for the nine months ended June 30, 2005.

Cost of Revenues

         Cost of revenues was $0.00 for the nine months ended June 30, 2006, as
compared to $0.00 for the nine months ended June 30, 2005.

Operating Expenses

         Operating expenses for the nine months ended June 30, 2006 were
$282,076 compared to $159,789 for the nine months ended June 30, 2005. This
increase in operating expenses was the result of a non-recurring write off of a
bad debt in the amount of $135,654 representing accounts receivable which are
not likely to ever be collected.

Loss From Operations

Loss from operations for the nine months ended June 30, 2006 was $282,076
compared to $159,789 for the nine months ended June 30, 2005.

Interest Expense

Interest expense was $23,574 and $27,223 for the nine months ended June 30, 2006
and 2005, respectively. The decrease in interest expense is the result of the
Company's determination to cease accruing interest on the outstanding
convertible debentures and to write off such debentures at the end of its fiscal
year end September 20, 2006.

Net Loss Applicable To Common Stock

Net loss per share applicable to Common Stock was $0.00076 for the nine months
ended June 30, 2006, compared to $0.00189 for the nine months ended June 30,
2005.

                         LIQUIDITY AND CAPITAL RESOURCES

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

         The Company will use its limited personnel and financial resources in
connection with seeking new business opportunities, including seeking an
acquisition or merger with an operating company. It may be expected that
entering into a new business opportunity or business combination will involve


                                       29
<PAGE>
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 June 30, 2006, the Company had current assets consisting of
$332,251 of which $54,751 consisted of cash and cash equivalents and $277,500
consists of accounts receivables.

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

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

RECENT DEVELOPMENTS

         On January 19, 2006, the Company filed an amendment to the registration
statement filed on Form 10SB. The SEC has indicated no further comments and
accordingly the registration statement became effective on or near February 19,
2006. 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 ACCOUNTING PRONOUNCEMENTS

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

CRITICAL ACCOUNTING ESTIMATES

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

OFF BALANCE SHEET TRANSACTIONS


                                       30
<PAGE>
         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.

THE COMPANY CURRENTLY HAS NO OPERATIONS

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

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

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

                      RISKS RELATED TO LEGAL UNCERTAINTIES

              THE COMPANY VIOLATED SECTION 5 OF THE SECURITIES ACT

         In a comment letter from the Securities and Exchange Commission dated
May 31, 2002, the SEC commented on the Company's Form 10KSB for the year ended


                                       31
<PAGE>
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 the debenture conversions may
have not been in compliance with the registration provisions of section 5 of the
Securities Act of 1933 as amended. The full impact of this is unknown at this
time. As a result, the Company has reclassified $266,377 to temporary equity as
of June 30, 2006. This account acts as a reserve for capital that the Company
may be required to pay.

         Section 5 of the Securities Act prohibits the public sale of securities
absent an effective registration statement being filed with the SEC, unless an
exemption from registration applies. The above transactions were performed in a
manner thought to be exempt from the registration requirements of Section 5 of
the Securities Act. However, the requirements of the exemptions relied on do not
appear to have been satisfied. The Company was exposed to possible litigation
under Section 12(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. Upon completion of its 2006 fiscal
year end the Company expects to reclassify all remaining amounts from temporary
equity to permanent stockholder equity.

         While more than one year has passed from the initial placement of the
Debentures and the partial conversion of said Debentures, there have been no
actions filed against the Company based upon a violation of Section 5. Because
the statute of limitations has run, it is unlikely that these holders of Company
Common Stock will file an action against the Company. However, some of the
Debentures remain unconverted and, as such, any potential action maintained
against the Company could have a substantial impact on the Company and capital
resources.

THE 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 nonNasdaq 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


                                       32
<PAGE>
covered by this rule, a broker dealer must make a special suitability
determination for the purchaser and have received a purchaser's written consent
to the transaction prior to sale. Consequently, this rule may have a negative
effect on the ability of stockholders to sell common shares of the Company in
the secondary market.

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

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

Item 3. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer, Richard Astrom and Chief
Financial Officer, Christopher Astrom, have reviewed and evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a15(e) and 15d15(e)) as of the end of the period covered by
this quarterly report on Form 10QSB. Based on that evaluation, Christopher
Astrom determined that he and Richard Astrom, the Company's only two directors
and officers, are the only individuals involved in the Company's disclosure
process. The Company has no specific procedures in place for processing and
assembling information to be disclosed in the Company's periodic reports. The
Company's system is designed so that information is retained by the Company and
relayed to counsel as it becomes available. The Company currently functions only
as a shell corporation as it has no revenues, significant assets or independent
operations and plans to establish more reliable disclosure controls and
procedures before merging or entering into any other business combination with
another company.

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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









                                       33
<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

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

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

         None

Item 3. Defaults Upon Senior Securities

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


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

         None

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8K

(a) Exhibits:

EXHIBIT
NUMBER            DESCRIPTION


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

31.2     Certification of Chief Financial Officer pursuant to 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:

         None











                                       34
<PAGE>
SIGNATURES

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

GENESIS CAPITAL CORPORATION OF NEVADA.

Date:  August 8, 2006

By: /s/ RICHARD ASTROM

Richard Astrom
Chief Executive Officer

By: /s/ CHRISTOPHER ASTROM

Christopher Astrom
Chief Financial Officer










































                                       35