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 March 31,
      2007





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





For
      The
      Transition Period from __________ To _________





Commission
      file number:**0-27831**





Genesis
      Capital Corporation of Nevada





(Exact
      Name of Registrant as Specified in its Charter)








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







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





(Address
      of principal executive offices)






(718)
      554-3652





Issuer’s
      telephone number











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





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes | X | No |__|





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





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


Yes
      |__| No |__|





APPLICABLE
      ONLY TO CORPORATE ISSUERS





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





As
      of May
      15, 2007, there were 4,680,000 shares of the Registrant's Common Stock, $0.001
      par value per share, outstanding.





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





**Genesis
      Capital Corporation of Nevada**





FOR
      THE
      QUARTERLY PERIOD ENDED MARCH 31, 2007


TABLE
      OF
      CONTENTS





**PART
                I FINANCIAL
                INFORMATION**Item 1.
            Financial
              Statements
            2Item 2.
            Management's
                Discussion and Analysis or Plan ofOperation
            15Item 3.
            Controls
                and Procedures
            24**PART
                II OTHER
                INFORMATION**Item 1.
            Legal
              Proceedings
            25Item
              2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            25Item
              3.
            Defaults
                upon Senior Securities
            25Item
              4.
            Submission
                of Matters to a Vote of Securities
                Holders
            25Item
              5.
            Other
                Information
            26Item
              6.
            Exhibits
            26






































THIS
      REPORT CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.
      SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND
      PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. 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


**1**
  **GENESIS
        CAPITAL CORPORATION OF NEVADA**
 
 **INDEX
        TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)**
 
  
 
 
 PAGE(S)Condensed
                  Financial Statements:Balance
                  Sheet as of March 31, 2007
                  (Unaudited)
              3Statements
                  of Operations for the six months ended March
                  31, 2007 and 2006 (Unaudited)
              4Statements
                  of Cash Flows for the six months ended March
                  31, 2007 and 2006 (Unaudited)
              5Notes
                to Financial Statements (Unaudited)
              6-14




**2**




**GENESIS
                  CAPITAL CORPORATION OF
                  NEVADA****CONDENSED
                  BALANCE SHEET (UNAUDITED)****MARCH
                  31,2007****ASSETS****2007****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              13,877**TOTAL
                  ASSETS**
              
              $
              13,877******LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)****CURRENT
                  LIABILITIES**Officers
                  Loan
              
              $
              15,084**Total
                  Current Liabilities**
              
              
              15,084**STOCKHOLDERS'
                  (DEFICIT)**Preferred
                  stock, $.001 par value; 5,000,000 sharesauthorized
                  and 5,000,000 shares issued and outstandingCommon
                  stock, $.001 par value; 500,000,000
              
              
              5,000shares
                  authorized and 4,680,000 shares issuedand
                  outstanding
              
              
              4,680Additional
                  paid-in capital
              
              
              463,270Accumulated
                  deficit
              
              
              (474,157
              )**Total
                  Stockholders' (Deficit)**
              
              
              (1,207
              )**TOTAL
                  LIABILITIES AND****STOCKHOLDERS'
                  (DEFICIT)**
              
              $
              13,877


**3**




**GENESIS
                  CAPITAL CORPORATION OF
                  NEVADA****CONDENSED
                  STATEMENTS OF OPERATIONS (UNAUDITED)****FOR
                  THE SIX MONTHS ENDED MARCH 31,2007 AND 2006****SIX
                  MONTHS ENDED**
              
              **THREE
                  MONTHS ENDED****2007**
              
              **2006**
              
              **2007**
              
              **2006****CONSULTING
                  REVENUE**
              
              
              -
              
              
              -
              
              
              -
              
              
              -**OPERATING
                  EXPENSES**Professional
                  fees and compensation expenses
              
              
              27,397
              
              
              976
              
              
              26,841
              
              
              41Administrative
                  expenses
              
              
              111,610
              
              
              39,174
              
              
              25,451
              
              
              3,259Bad
                  Debt Expense
              
              
              -
              
              
              135,654
              
              
              -
              
              
              135,654Interest
                  expense
              
              
              -
              
              
              23,574
              
              
              -
              
              
              11,765**Total
                  operating expenses**
              
              
              139,007
              
              
              199,378
              
              
              52,292
              
              
              150,719**LOSS
                  BEFORE OTHER INCOME (EXPENSE)**
              
              
              (139,007
              )
              
              (199,378
              )
              
              (52,292
              )
              
              (150,719
              )**OTHER
                  INCOME (EXPENSE)**Other
                  income
              
              
              627,134
              
              
              -
              
              
              -
              
              
              -**Total
                  Other Income (Expense)**
              
              
              627,134
              
              
              -
              
              
              -
              
              
              -**NET
                  PROFIT (LOSS) BEFORE PROVISION FOR INCOME TAXES**
              
              
              488,127
              
              
              (199,378
              )
              
              (52,292
              )
              
              (150,719
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -**NET
                  INCOME (LOSS) APPLICABLE TO COMMON SHARES**
              
              
              488,127
              
              
              (199,378
              )
              
              (52,292
              )
              
              (150,719
              )**NET
                  INCOME (LOSS) PER BASIC AND DILUTED SHARES**
              
              
              0.10
              
              
              (0.04
              )
              
              (0.01
              )
              
              (0.03
              )**WEIGHTED
                  AVERAGE NUMBER OF****COMMON
                  SHARES OUTSTANDING**
              
              
              4,680,000
              
              
              4,680,000
              
              
              4,680,000
              
              
              4,680,000





**4**




**GENESIS
                  CAPITAL CORPORATION OF
                  NEVADA****CONDENSED
                  STATEMENTS OF CASH FLOWS (UNAUDITED)****FOR
                  THE SIX MONTHS ENDED MARCH 31,2007 AND 2006****2007**
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income (loss)
              
              $
              488,127
              
              $
              (150,719
              )Adjustments
                  to reconcile net income (loss) to net cashprovided
                  by (used in) operating activities:Bad
                  debt
              
              
              -
              
              
              135,654**Changes
                  in assets and liabilities:**Decrease
                  in Loans receivable related party
              
              
              50,434Decrease
                  in management fee receivable
              
              
              143,482
              
              
              -(Decrease)
                  increase in accounts payable and accrued expenses
              
              
              (234,438
              )
              
              11,750Increase
                  in officers loan
              
              
              15,084
              
              
              -**Total
                  adjustments**
              
              
              (25,438
              )
              
              147,404**Net
                  cash provided by(used in) operating activities**
              
              
              462,689
              
              
              (3,315
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Net
                  proceeds from loans payable
              
              
              -
              
              
              4,000(Decrease)
                  in debenture payable
              
              
              (453,720
              )
              
              -**Net
                  cash (used in) financing activities**
              
              
              (453,720
              )
              
              4,000**NET
                  INCREASE (DECREASE) IN CASH AND****CASH
                  EQUIVALENTS**
              
              $
              8,969
              
              $
              685**CASH
                  AND CASH EQUIVALENTS****BEGINNING
                  OF YEAR**
              
              
              4,908
              
              
              1,374**CASH
                  AND CASH EQUIVALENTS****END
                  OF YEAR**
              
              $
              13,877
              
              $
              2,059**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW****INFORMATION:****CASH
                  PAID DURING THE YEAR FOR:**Interest
                  expense
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -




**5**





**GENESIS
      CAPITAL CORPORATION****OF
      NEVADA**


**CONDENSED
      FINANCIAL STATEMENTS (UNAUDITED)**


**MARCH
      31, 2007 AND 2006**








**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, 2006 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 March 31, 2007 and 2006, respectively, (par value $.001) with
      4,680,000 shares issued and outstanding at March 31, 2007 and 2006,
      respectively, and 10,000,000 shares authorized preferred stock (par value of
      $.001) with 5,000,000 shares issued and outstanding as of March 31, 2007 and
      2006.





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





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











**6**


**GENESIS
        CAPITAL CORPORATION OF NEVADA**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2007 AND 2006 (UNAUDITED)**




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





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





Upon
      these agreements with Senior Lifestyle Communities, Inc., the Company on
      November 1, 2001 assumed by assignment, the obligation of certain 8% Series
      SPA
      Senior Subordinated Convertible Debentures in the face amount of $1,000,000
      received by assignment from Senior Lifestyle Communities, Inc. and Sea Lion
      Investors, LLC, Equity Planners LLC, and Myrtle Holdings, LLC (collectively
      “Purchasers”), each a Colorado limited liability company, issue the Company’s
      debentures of Senior Lifestyle Communities, Inc. The debentures and associated
      expenses expired under Colorado law and were taken into income by the Company
      in
      the first quarter of fiscal 2007.





Senior
      Lifestyle Communities, Inc. is a Nevada Corporation engaged in the development
      of senior adult residences, incorporated in August, 2001. In addition to Senior
      Lifestyle Communities, Inc., the Company has Senior Adult Lifestyles, Inc.
      a
      wholly-owned subsidiary effective October 30, 2001. The corporate charters
      of
      the subsidiaries were not renewed and were dissolved.








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





**Use
      of Estimates**





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





**Revenue
      and Cost Recognition**





The
      Company’s condensed financial statements are prepared using the accrual method
      of accounting. Under this method, revenue is recognized when earned and expenses
      are recognized when incurred. The Company did not earn any revenue from
      consulting services in 2006 or 2007.





**7**


**GENESIS
        CAPITAL CORPORATION OF NEVADA**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2007 AND 2006 (UNAUDITED)**





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





**Cash
      and Cash Equivalents**





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





The
      Company maintains cash and cash equivalent balances at a financial institution
      that is insured by the Federal Deposit Insurance Corporation up to $100,000.





**Income
      Taxes**





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





**Fair
      Value of Financial Instruments**





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





**Earnings
      (Loss) Per Share of Common Stock**





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











**8**


**GENESIS
            CAPITAL CORPORATION OF NEVADA**
 **NOTES
            TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
            31, 2007 AND 2006 (UNAUDITED)**
  **NOTE
          2 -** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)**





**Earnings
      (Loss) Per Share of Common Stock (Continued)**





The
      Company has used the issued and weighted average shares as reported in the
      permanent stockholders’ schedule.





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





March
                  31, 2007
              
              March
                  31, 2006Net
                income (loss)
              
              $
              488,127
              
              $
              (199,375
              )Weighted-average
                common shares outstanding (basic)
              
              
              4,680,000
              
              
              4,680,000Weighted-average
                common stock equivalents:Stock
                options
              
              
              -
              
              
              -Warrants
              
              
              -
              
              
              -Weighted-averaged
                common shares outstanding (Diluted)
              
              
              4,680,000
              
              
              4,680,000




There
      have been no issuances of preferred or common stock for the six months ended
      March 31, 2007 and 2006, respectively. The company issued a one hundred to
      one
      reverse stock split that took effect on March 29, 2007. Therefore the current
      stock issued and outstanding is 4,680,000.





There
      were no outstanding options and warrants at March 31, 2007 and
      2006.





**Recent
      Accounting Pronouncements**





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory
      Costs.” SFAS No. 151 requires abnormal amounts of inventory costs related
      to idle facility, freight handling and wasted material expenses to be recognized
      as current period charges. Additionally, SFAS No. 151 requires that
      allocation of fixed production overheads to the costs of conversion be based
      on
      the normal capacity of the production facilities. The standard is effective
      for
      fiscal years beginning after June 15, 2005. The adoption of SFAS
      No. 151 did not have a material impact on the company’s financial position
      or results of operations.














**9**
 
 **GENESIS
          CAPITAL CORPORATION OF NEVADA**
 **NOTES
          TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
          31, 2007 AND 2006 (UNAUDITED)**
  **NOTE
        2 -** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Recent
      Accounting Pronouncements (Continued)**





In
      May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
      Corrections.” SFAS No. 154 replaces Accounting Principles Board (“APB”)
      Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting
      Accounting Changes in Interim Financial Statements.” SFAS No. 154 requires
      retrospective application to prior periods’ financial statements of a voluntary
      change in accounting principle unless it is impracticable. APB No. 20
      previously required that most voluntary changes in accounting principle be
      recognized by including the cumulative effect of changing to the new accounting
      principle in net income in the period of the change. SFAS No. 154 is
      effective for accounting changes and corrections of errors made in fiscal years
      beginning after December 15, 2005. The adoption of SFAS No. 154 did
      not have a material impact on the Company’s financial position or results of
      operations.





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain
      Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
      140.” SFAS No. 155 resolves issues addressed in SFAS No. 133
      Implementation Issue No. D1, “Application of Statement 133 to Beneficial
      Interests in Securitized Financial Assets,” and permits fair value remeasurement
      for any hybrid financial instrument that contains an embedded derivative that
      otherwise would require bifurcation, clarifies which interest-only strips and
      principal-only strips are not subject to the requirements of SFAS No. 133,
      establishes a requirement to evaluate interests in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring bifurcation,
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives and amends SFAS No. 140 to eliminate the
      prohibition on a qualifying special-purpose entity from holding a derivative
      financial instrument that pertains to a beneficial interest other than another
      derivative financial instrument. SFAS No. 155 is effective for all
      financial instruments acquired or issued after the beginning of the first fiscal
      year that begins after September 15, 2006. The Company adoption of SFAS
      No. 155 did not have a material impact on the company’s financial position
      or results of operations.





In
      March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets, an amendment of FASB Statement No. 140.” SFAS
      No. 156 requires an entity to recognize a servicing asset or liability each
      time it undertakes an obligation to service a financial asset by entering into
      a
      servicing contract under a transfer of the servicer’s financial assets that
      meets the requirements for sale accounting, a transfer of the servicer’s
      financial assets to a qualified special-purpose entity in a guaranteed mortgage
      securitization in which the transferor retains all of the resulting securities
      and classifies them as either available-for-sale or trading securities in
      accordance with SFAS No. 115, “Accounting for Certain Investments in Debt
      and Equity Securities” and an acquisition or assumption of an obligation to
      service a financial asset that does not relate to financial assets of the
      servicer or its consolidated











**10**


**GENESIS
            CAPITAL CORPORATION OF NEVADA**
 **NOTES
            TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
            31, 2007 AND 2006 (UNAUDITED)**
  **NOTE
          2 -** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)**





**Recent
      Accounting Pronouncements (Continued)**





affiliates.
      Additionally, SFAS No. 156 requires all separately recognized servicing
      assets and servicing liabilities to be initially measured at fair value, permits
      an entity to choose either the use of an amortization or fair value method
      for
      subsequent measurements, permits at initial adoption a one-time reclassification
      of available-for-sale securities to trading securities by entities with
      recognized servicing rights and requires separate presentation of servicing
      assets and liabilities subsequently measured at fair value and additional
      disclosures for all separately recognized servicing assets and liabilities.
      SFAS
      No. 156 is effective for transactions entered into after the beginning of
      the first fiscal year that begins after September 15, 2006. The adoption of
      SFAS No. 156 did not have a material impact on the company’s financial
      position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157 “Fair Value
      Measurements,” which provides a definition of fair value, establishes a
      framework for measuring fair value and requires expanded disclosures about
      fair
      value measurements. SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. The provisions of SFAS No. 157
      should be applied prospectively. Management is assessing the potential impact
      on
      Genesis’s financial condition and results of operations.





In
      September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans”, which amends
      SFAS No. 87 “Employers’ Accounting for Pensions”
(SFAS No. 87), SFAS No. 88 “Employers’ Accounting for
      Settlements and Curtailments of Defined Benefit Pension Plans and for
      Termination Benefits” (SFAS No. 88), SFAS No. 106
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”
(SFAS No. 106), and SFAS No. 132R “Employers’ Disclosures
      about Pensions and Other Postretirement Benefits (revised 2003)”
(SFAS No. 132R). This Statement requires companies to recognize an
      asset or liability for the overfunded or underfunded status of their benefit
      plans in their financial statements. SFAS No. 158 also requires the
      measurement date for plan assets and liabilities to coincide with the sponsor’s
      year end. The standard provides two transition alternatives related to the
      change in measurement date provisions. The recognition of an asset and liability
      related to the funded status provision is effective for fiscal year ending
      after
      December 15, 2006 and the change in measurement date provisions is
      effective for fiscal years ending after December 15, 2008. This
      pronouncement has no effect on Genesis Capital at this time.














**11**


**GENESIS
        CAPITAL CORPORATION OF NEVADA**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2007 AND 2006 (UNAUDITED)**




**NOTE
      3-**  **DEBENTURES
      PAYABLE**





The
      Company had outstanding convertible debentures at September 30, 2006 and 2005
      in
      the amount of $453,720. The debentures were convertible at the investors’
discretion pursuant to the convertible debenture agreement. These debentures
      were to mature along with the related interest on November 1, 2003 and were
      in
      default. The convertible debentures have expired under Colorado statute. The
      Company has written- off the debentures of $453,720 during the quarter ended
      December 31, 2006 and costs of $173,414 related to the debentures.








**NOTE
      4-**  **STOCKHOLDERS’
      EQUITY**





**Common
      and Preferred Stock**





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





As
      of
      March 31, 2007 and 2006, the Company had issued 5,000,000 of its preferred
      stock.





The
      Company has also issued as of September 30, 2006 and 2005, 467,949,688 of its
      common shares.





The
      Company has reclassified back to permanent equity as of March 31, 2007 and
      2006,
      383,594,468 of its common shares. There have been no issuances of preferred
      or
      common stock for the six months ended March 31, 2007 and 2006, respectively.
      The
      company issued a one hundred to one reverse stock split that took effect on
      March 29, 2007. Therefore the current stock issued and outstanding is
      4,680,000.





On
      February 22, 2007, the Company filed an Amended and Restated Certificate of
      Designation of Series A Convertible Preferred Stock with the state of Nevada,
      which certificate of designation decreased the designated Series A Convertible
      Preferred Stock from 10,000,000 shares to 5,000,000 shares. Each share of series
      A convertible preferred stock entitles the holder thereof to 25 votes on all
      matters, the right to convert each share into 25 shares of common stock and
      a
      liquidation preference of $1.00 per share. On February 22, 2007, the Company
      filed a Certificate of Designation of Series B Convertible Preferred Stock
      with
      the state of Nevada, which certificate of designation designated 5,000,000
      shares of Series B Convertible Preferred Stock. Each share of series B
      convertible preferred stock entitles the holder thereof to 250 votes on all
      matters, the right to convert each share into 250 shares of common stock and
      a
      liquidation preference of $1.00 per share.





**Options
      and Warrants**





The
      Company had no options or warrants outstanding at March 31, 2007 and 2006,
      respectively.














**12**


**GENESIS
        CAPITAL CORPORATION OF NEVADA**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2007 AND 2006 (UNAUDITED)**




**NOTE
      5-**  **GOING
      CONCERN**




The
      Company incurred a loss for the current year and has had recurring losses for
      years including and prior to September 30, 2004 and has an accumulated deficit
      account of $388,502.





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





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





The
      Company may have violated certain provisions of Section 5 of the Securities
      Act
      of 1933. The Company reclassified $266,377 into temporary equity from permanent
      equity. In December 2006 the company eliminated this temporary equity account
      as
      it is believed to have been cured.





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







**NOTE
      6-**  **INCOME
      TAXES**





The
      net
      deferred tax assets in the accompanying consolidated balance sheets include
      the
      following components at March 31, 2007 and 2006:




**2007**
              
              **2006**Deferred
                  tax assets
              
              $
              116,551
              
              $
              244,280Deferred
                  tax valuation allowance
              
              $
              (116,551
              )
              $
              (244,280
              )Net
                  deferred tax assets
              
              $
              -
              
              $
              -


Due
      to
      the uncertainty of utilizing the approximate $388,502 and $814,267 in net
      operating losses, for the six months ended March 31, 2007 and 2006 respectively,
      and recognizing the deferred tax assets, an offsetting valuation allowance
      has
      been established.







**13**


**GENESIS
        CAPITAL CORPORATION OF NEVADA**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**
 **MARCH
        31, 2007 AND 2006 (UNAUDITED)**




**NOTE
      7-**  **OFFICERS
      LOANS**





This
      represents amounts advanced to companies under common ownership, and 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.








**14**


**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. 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").





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
      1999, 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.
      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.





On
      March
      9, 1999, both the Colorado Corporation and the Nevada Corporation signed
      Articles of Merger by which the Colorado Corporation's shareholders received
      one
      share of new (Nevada) common stock for every 2,000 shares of old (Colorado)
      common stock they owned. The shareholders of both corporations had previously
      approved this proposal on due notice, and all outstanding shares of the Colorado
      Corporation's common stock were purchased by the new Nevada Corporation,
      effectively merging the Colorado Corporation into the Nevada Corporation,
      reverse splitting the Company's stock, and making the Nevada Corporation the
      surviving entity. Holders of preferred stock in the old Colorado Corporation
      received preferred stock in the new Nevada Corporation on a 1:1 basis.





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.
      On
      April 6, 1999, the Company signed an Acquisition Agreement with Motor Sports
      which would have effected the Company's acquisition of Motor Sports. However
      as
      a result of continued disagreement and negotiations, the contemplated merger
      with Motor Sports was finally canceled on or about September 28, 1999.





On
      August
      30, 2001, the Company entered into a Stock Acquisition Agreement ("Acquisition
      Agreement") with Christopher Astrom (Purchaser); Hudson Consulting Group, Inc.
      (Seller); and Global Universal, Inc (Seller), 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. 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.








**15**


On
      October 30, 2001, the Company entered into a Share Exchange Agreement and Plan
      of Reorganization with Mr. Astrom and Senior Lifestyle Communities, the purpose
      of which was to accommodate the financing by Mr. Astrom of his $315,000
      obligation. Senior Lifestyle Communities issued 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.





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





National
      and the Company have the same officers and directors and, accordingly, may
      be
      deemed “affiliates".





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





On
      July
      1, 2004, the Company entered into a two (2) year agreement with Wahoo Funding
      LLC, an affiliated Florida limited liability company, whereby the Company shall
      render to Wahoo certain financial and business consulting services in exchange
      for a total of $700,000.  Except
      for the foregoing contract with Wahoo, the Company has not engaged in any
      operations and has been virtually dormant for several years.





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





On
      or
      about February 19, 2006, the Company's registration statement filed with the
      SEC
      on Form 10-SB became effective. Accordingly, the Company has resumed the filing
      of reporting documentation in an effort to maximize shareholder value. The
      best
      use and primary attraction of the Company as a merger partner or acquisition
      vehicle will be its status as a reporting public company. Any business
      combination or transaction may potentially result in a significant issuance
      of
      shares and substantial dilution to present stockholders of the Company.





In
      February, 2007, the Company filed an Amended and Restated Certificate of
      Designation of Series A Convertible Preferred Stock with the state of Nevada,
      and a Certificate of Designation of Series B Convertible Preferred Stock. The
      Certificate of Designation of Series B Preferred Stock, designated 5,000,000
      shares. On February 22, 2007, the Board of Directors approved the issuance
      of
      5,000,000 shares of its Series B Convertible Preferred Stock to Christopher
      Astrom, in exchange for services rendered.





Each
      share of series A convertible preferred stock entitles the holder thereof to
      25
      votes on all matters, the right to convert each share into 25 shares of common
      stock and a liquidation preference of $1.00 per share. Each share of series
      B
      convertible preferred stock entitles the holder thereof to 250 votes on all
      matters, the right to convert each share into 250 shares of common stock and
      a
      liquidation preference of $1.00 per share.





On
      March
      12, 2007 the Company effected a 1 for 100 reverse split of its common stock.





**16**


**Current
      Business Plan**





The
      Company is a shell company in that it has no or nominal operations and either
      no
      or nominal assets. At this time, the Company's purpose is to seek, investigate
      and, if such investigation warrants, acquire an interest in business
      opportunities presented to it by persons or firms who or which desire to seek
      the perceived advantages of an Exchange Act registered corporation. The Company
      will not restrict its search to any specific business, industry, or geographical
      location and the Company may participate in a business venture of virtually
      any
      kind or nature. This discussion of the proposed business is purposefully general
      and is not meant to be restrictive of the Company's virtually unlimited
      discretion to search for and enter into potential business opportunities.
      Management anticipates that it may be able to participate in only one potential
      business venture because the Company has nominal assets and limited financial
      resources. This lack of diversification should be considered a substantial
      risk
      to shareholders of the Company because it will not permit the Company to offset
      potential losses from one venture against gains from another.





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





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





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





The
      analysis of new business opportunities will be undertaken by, or under the
      supervision of, the officers and directors of the Company. Management intends
      to
      concentrate on identifying preliminary prospective business opportunities,
      which
      may be brought to its attention through present associations of the Company's
      officers and directors. In analyzing prospective business opportunities,
      management will consider such matters as the available technical, financial
      and
      managerial resources; working capital and other financial requirements; history
      of operations, if any; prospects for the future; nature of present and expected
      competition; the quality and experience of management services which may be
      available and the depth of that management; the potential for further research,
      development, or exploration; specific risk factors not now foreseeable but
      which
      then may be anticipated to impact the proposed activities of the Company; the
      potential for growth or expansion; the potential for profit; the perceived
      public recognition of acceptance of products, services, or trades; name
      identification; and other relevant factors. Officers and directors of the
      Company expect to meet personally with management and key personnel of the
      business opportunity as part of their investigation. To the extent possible,
      the
      Company intends to utilize written reports and investigation to evaluate the
      above factors. The Company will not acquire or merge with any company for which
      audited financial statements cannot be obtained within a reasonable period
      of
      time after closing of the proposed transaction.





**17**


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





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





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





**Acquisition
      of Opportunities**





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





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





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





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





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





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





**18**


**COMPETITION**





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





**EMPLOYEES**





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





**POTENTIAL
      VIOLATIONS OF THE SECURITIES' LAWS**





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





The
      Company during the year ended September 30, 2002 became aware that some or
      all
      of the stock issuances relating to debenture conversions may have not been
      in
      compliance with the registration provisions of Section 5 of the Securities
      Act
      of 1933 as amended. As a result, the Company reclassified $266,377 to temporary
      equity as of September 30, 2004 and 2003. This account acted as a reserve for
      capital that the Company may be required to pay. In the first quarter of 2007
      the Company reclassified the temporary equity to permanent equity.





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





The
      specific circumstances surrounding said potential violations are as
      follows:





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





On
      December 13, 2001, the Company entered into an Escrow Agreement with Sroya
      Holdings LLC, as escrow agent ("Sroya"), and Sea Lion Investors LLC; Equity
      Planners LLC; and Myrtle Holdings LLC, and deposited 100,000,000 shares of
      its
      common stock ("Escrow Shares") with Sroya to ensure the timely delivery of
      the
      Company's common stock upon the exercise of the conversion privileges by the
      Debenture holders. All the Escrow Shares were issued upon conversion of the
      Debentures by the Debenture Holders.





Section
      5
      of the Securities Act prohibits the public sale of securities absent an
      effective registration statement being filed with the SEC, unless an exemption
      from registration applies. The above transactions were performed in a manner
      thought to be exempt from the registration requirements of Section 5 of the
      Securities Act. However, the requirements of the exemptions relied on do not
      appear to have been satisfied. The Company was exposed to possible litigation
      under Section 2(a)(1) of the Securities Act. However, Section 13 of the
      Securities Act provides that no action shall be maintained for offering or
      selling securities in violation of Section 5 unless that action is brought
      within one year of the date of the violation. No action was brought within
      the
      time allotted. Accordingly, in the first quarter of fiscal 2007, the Company
      reclassified all remaining amounts from temporary equity to permanent
      stockholder equity.





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





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





**19**


**RESULTS
      OF OPERATIONS**





*THREE
      MONTHS ENDED MARCH 31, 2007 COMPARED TO*


*THREE
      MONTHS ENDED MARCH 31, 2006*





Revenues





Revenues
      were $0.00 for the three months ended March 31, 2007, as compared to $0.00
      for
      the three months ended March 31, 2006.





Operating
      Expenses





Operating
      expenses for the three months ended March 31, 2007 were $52,292 compared to
      $150,719 for the three months ended March 31, 2006. The decrease in operating
      expenses was the result of a one time bad debt charge in 2006 as well as the
      elimination of interest expense due to the write off of certain debenture debt.
      However, general and administrative expenses increased in 2007.





Loss
      From Operations





Loss
      from
      operations for the three months ended March 31, 2007 was $52,292 compared to
      $150,719 for the three months ended March 31, 2006.





Net
      Loss Applicable To Common Stock





Net
      loss
      per share applicable to Common Stock was $0.01 for the three months ended March
      31, 2007, compared to $0.03 for the three months ended March 31,
      2006.





*SIX
      MONTHS ENDED MARCH 31, 2007 COMPARED TO*


*SIX
      MONTHS ENDED MARCH 31, 2006*


Revenues





Revenues
      were $0.00 for the six months ended March 31, 2007, as compared to $0.00 for
      the
      six months ended March 31, 2006.





Operating
      Expenses





Operating
      expenses for the six months ended March 31, 2007 were $139,007 compared to
      $199,378 for the six months ended March 31, 2006. The decrease in operating
      expenses was the result of a one time bad debt charge in 2006 as well as the
      elimination of interest expense due to the write off of certain debenture debt.
      However, general and administrative expenses increased in 2007.





Loss
      From Operations





Loss
      from
      operations for the six months ended March 31, 2007 was $139,007 compared to
      $199,378 for the six months ended March 31, 2006.





Other
      Income





During
      the six months ended March 31, 2007, the Company recognized one time, non
      recurring, other income in the amount of $627,134 resulting from the write
      off
      of debentures including principal and interest.





Net
      Income (Loss) Applicable To Common Stock





Net
      income per share applicable to Common Stock was $0.10 for the six months ended
      March 31, 2007, compared to a net loss of ($0.04) for the six months ended
      March
      31, 2006.





**20**


**LIQUIDITY
      AND CAPITAL RESOURCES**





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





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





As
      of
      March 31, 2007, the Company had current assets consisting of cash and cash
      equivalents in the amount of $13,877. As of March 31, 2007, the Company had
      current liabilities consisting of an officers loan in the amount of
      $15,084.





**RECENT
      ACCOUNTING PRONOUNCEMENTS**





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





**CRITICAL
      ACCOUNTING ESTIMATES**





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





**OFF
      BALANCE SHEET TRANSACTIONS**





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




**21**


**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.





IT
      MAY BE
      DIFFICULT TO CONSUMMATE


A
      MERGER
      OR ACQUISITION WITH A PRIVATE ENTITY





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





THE
      COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL





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





**22**


**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 IS SUBJECT TO PENNY STOCK


REGULATIONS
      AND REQUIREMENTS FOR LOW PRICED STOCK





The
      SEC
      adopted regulations which generally define a "penny stock" to be any non-Nasdaq
      equity security that has a market price of less than $5.00 per share, subject
      to
      certain exceptions. Based upon the price of the Company's common stock as
      currently traded on the OTC Bulletin Board, the Company's common stock is
      subject to Rule 15g9 under the Exchange Act which imposes additional sales
      practice requirements on broker-dealers which sell securities to persons other
      than established customers and "accredited investors." For transactions covered
      by this rule, a broker dealer must make a special suitability determination
      for
      the purchaser and have received a purchaser's written consent to the transaction
      prior to sale. Consequently, this rule may have a negative effect on the ability
      of stockholders to sell common shares of the Company in the secondary
      market.





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.





**23**


**Item
      3. Controls and Procedures**





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES





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




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




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




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





CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING





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





**24**


**PART
      II**


**OTHER
      INFORMATION**





**Item
      1. Legal Proceedings**





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








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





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




On
      February 22, 2007, the Board of Directors approved the issuance of 5,000,000
      shares of its Series B Convertible Preferred Stock to Chris Astrom, an officer,
      director and 10% shareholder, in exchange for the surrender of the 5,000,000
      shares of Series A Convertible Preferred Stock that had previously been issued
      to Mr. Astrom on January 29, 2007 and for services rendered. This issuance
      was
      intended to be exempt from registration under section 4(2) of the Securities
      Act
      of 1933.





**Item
      3. Defaults Upon Senior Securities**





none





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





On
      March
      12, 2007, we filed a Definitive Information Statement on Schedule 14A notifying
      our shareholders that action has been approved by the holders of at least a
      majority of the voting power of our shareholders, by written consents without
      holding a meeting of stockholders. By such written consents, such stockholders
      approved the following action:





1.
      To
      effect a reverse split of the Company's common stock in a ratio of one (1)
      new
      share for every one hundred (100) existing shares of common stock. There will
      be
      no change to the par value or the authorized shares of common stock of the
      Company and any fractional shares will be rounded up, and





2.
      To
      amend our Articles of Incorporation to effect the 1-for-100 reverse stock split
      with respect to our common stock.





Our
      Board
      of Directors unanimously adopted and approved the proposals, and on February
      26,
      2007 we received the written consent, in lieu of a meeting of stockholders,
      from
      the holders of 78.63% of the shares of our voting stock approving these actions.
      No other votes were required to adopt the Amendments and none are being
      solicited hereunder.





The
      Information Statement was first mailed or furnished to stockholders on or about
      March 13, 2007.





**25**


**Item
      5. Other Information**





On
      January 29, 2007, the Company filed with the SEC a Form 8-K reporting the
      following events:





·  On
      January 25, 2007, the Company filed a Certificate of Designation of Series
      A
      Convertible Preferred Stock with the state of Nevada, which certificate of
      designation increased the designated Series A Convertible Preferred Stock from
      5,000,000 shares to 10,000,000 shares. On January 29, 2007, the Board of
      Directors approved the issuance of 5,000,000 shares of its Series A Convertible
      Preferred Stock to Christopher Astrom, in exchange for services rendered. Each
      share of series A convertible preferred stock entitles the holder thereof to
      25
      votes on all matters, the right to convert each share into 25 shares of common
      stock and a liquidation preference of $1.00 per share.





On
      February 22, 2007, the Company filed with the SEC a Form 8-K reporting the
      following events:





·  On
      February 22, 2007, the Company filed an Amended and Restated Certificate of
      Designation of Series A Convertible Preferred Stock with the state of Nevada,
      which certificate of designation decreased the designated Series A Convertible
      Preferred Stock from 10,000,000 shares to 5,000,000 shares. Each share of series
      A convertible preferred stock entitles the holder thereof to 25 votes on all
      matters, the right to convert each share into 25 shares of common stock and
      a
      liquidation preference of $1.00 per share.





·  On
      February 22, 2007, the Company filed a Certificate of Designation of Series
      B
      Convertible Preferred Stock with the state of Nevada, which certificate of
      designation designated 5,000,000 shares of Series B Convertible Preferred Stock.
      Each share of series B convertible preferred stock entitles the holder thereof
      to 250 votes on all matters, the right to convert each share into 250 shares
      of
      common stock and a liquidation preference of $1.00 per share.





**Item
      6. Exhibits**





(a)
      Exhibits:





**EXHIBIT**
              **NUMBER**
            **DESCRIPTION**




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


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


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


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







**26**


**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:
      May
      15, 2007





By:
      /s/
      RICHARD ASTROM





Richard
      Astrom


Chief
      Executive Officer, Director





By:
      /s/
      CHRISTOPHER ASTROM


Christopher
      Astrom


Chief
      Financial Officer, Secretary, Director




**27**