UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549








FORM
10-Q







(Mark
One)





[ X
      ]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For The
Quarterly Period Ended December 31, 2008





[    
      ]
            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: 000-27831




GENESIS
CAPITAL CORPORATION OF NEVADA


(Exact
name of registrant business issuer as specified in its charter)




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




One N.E. First
      Avenue, Suite 306,  Ocala, Florida
                  34470(Address of
      principal executive offices)
                  (zip
      code)




(718)
554-3652


(Registrant’s
telephone number, including area code)







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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated
      filer   [     ]
            Accelerated
      filer   [     ]Non-accelerated
      filer   [     ]
            Smaller reporting
      company   [ X ](Do
      not check if a smaller reporting company)




Indicate
by check mark whether the issuer 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:





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





As of February 13, 2009, there were
10,048 shares of the Registrant's Common Stock, $0.001 par value per share,
outstanding.




























































GENESIS
CAPITAL CORPORATION OF NEVADA


For The
Quarterly Period Ended December 31, 2008





TABLE OF
CONTENTS





PART I -
FINANCIAL INFORMATION






Item
      1.
                                  Financial Statements
                                  3Item 2.
                                  Management’s
      Discussion and Analysis of Financial Condition and Resultsof
      Operations
                                  19Item 3.
                                  Quantitative and Qualitative Disclosures About Market
      Risk
                                  N/AItem
      4T.
                                  Controls and Procedures
                                  25PART
      II - OTHER INFORMATIONItem
      1.
                                  Legal Proceedings
                                  26Item
      1A.
                                  Risk Factors
                                  N/AItem 2.
                                  Unregistered Sales of Equity Securities and Use of
      Proceeds
                                  26Item 3.
                                  Defaults upon Senior Securities
                                  26Item 4.
                                  Submission of Matters to a Vote of Security
      Holders
                                  26Item 5.
                                  Other Information
                                  26Item 6.
                                  Exhibits
                                  26







































1


THIS
REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE   RISKS
AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS,
ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY.
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY,
PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM
THOSE  EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER
EVENTS OCCUR IN THE FUTURE.







































































2


PART
I


FINANCIAL
INFORMATION





Item 1.
            Financial
      Statements




GENESIS
CAPITAL CORPORATION OF NEVADA


CONDENSED
BALANCE SHEETS




ASSETSDecember 31,
      2008
                                                                  
                                                                  
                                                                  September 30,
      2008(Unaudited)
                                                                  
                                                                  
                                                                  (Audited)CURRENT
      ASSETSCash
      and cash equivalents
                                                                  
                                                                  $
                                                                  599
                                                                  
                                                                  
                                                                  $
                                                                  13,662TOTAL
      ASSETS
                                                                  
                                                                  $
                                                                  599
                                                                  
                                                                  
                                                                  $
                                                                  13,662LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                                                                  
                                                                  
                                                                  10,800
                                                                  
                                                                  
                                                                  
                                                                  -Loans
      payable - officers
                                                                  
                                                                  
                                                                  23,152
                                                                  
                                                                  
                                                                  
                                                                  35,219TOTAL
      CURRENT LIABILITIES
                                                                  
                                                                  
                                                                  33,952
                                                                  
                                                                  
                                                                  
                                                                  35,219STOCKHOLDERS'
      (DEFICIT)Preferred
      stock - A, $.001 Par Value; 5,000,000 sharesauthorized
      and 5,000,000 shares issued and outstanding
                                                                  
                                                                  
                                                                  5,000
                                                                  
                                                                  
                                                                  
                                                                  5,000Preferred
      stock - B, $.001 Par Value; 5,000,000 sharesauthorized
      and 5,000,000 shares issued and outstanding
                                                                  
                                                                  
                                                                  5,000
                                                                  
                                                                  
                                                                  
                                                                  5,000Common
      stock, $.001 Par Value; 500,000,000 sharesauthorized
      and 10,048 shares issued and outstanding
                                                                  
                                                                  
                                                                  10
                                                                  
                                                                  
                                                                  
                                                                  10Additional
      paid-in capital
                                                                  
                                                                  
                                                                  336,285
                                                                  
                                                                  
                                                                  
                                                                  336,285Accumulated
      deficit
                                                                  
                                                                  
                                                                  (379,648
                                                                  )
                                                                  
                                                                  
                                                                  (367,852
                                                                  )Total
      Stockholders' (Deficit)
                                                                  
                                                                  
                                                                  (33,353
                                                                  )
                                                                  
                                                                  
                                                                  (21,557
                                                                  )TOTAL
      LIABILITIES AND  STOCKHOLDERS' (DEFICIT)
                                                                  
                                                                  $
                                                                  599
                                                                  
                                                                  
                                                                  $
                                                                  13,662




3


GENESIS
CAPITAL CORPORATION OF NEVADA


CONDENSED
STATEMENTS OF OPERATIONS  (UNAUDITED)




December
      31, 2008
                                          
                                          
                                          December
      31, 2007 (Restated)CONSULTING
      REVENUE
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -OPERATING
      EXPENSESProfessional
      fees and compensation expenses
                                          
                                          
                                          10,800
                                          
                                          
                                          
                                          8,200Administrative
      expenses
                                          
                                          
                                          996
                                          
                                          
                                          
                                          -Total
      operating expenses
                                          
                                          
                                          11,796
                                          
                                          
                                          
                                          8,200(LOSS)
      BEFORE PROVISION FOR INCOME TAXES
                                          
                                          
                                          (11,796
                                          )
                                          
                                          
                                          (8,200
                                          )Provision
      for income taxes
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -NET
      (LOSS) APPLICABLE TO COMMON SHARES
                                          
                                          $
                                          (11,796
                                          )
                                          
                                          $
                                          (8,200
                                          )NET
      (LOSS)  PER BASIC SHARES AND DILUTED SHARES
                                          
                                          $
                                          (1.17
                                          )
                                          
                                          $
                                          (0.82
                                          )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDINGBASIC
      AND DILUTED
                                          
                                          
                                          10,048
                                          
                                          
                                          
                                          10,048































4


GENESIS
CAPITAL CORPORATION OF NEVADA


CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)




December
      31, 2008
                                              
                                              
                                              December
      31, 2007 (Restated)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
                                              
                                              $
                                              (11,796
                                              )
                                              
                                              $
                                              (8,200
                                              )Adjustments
      to reconcile net (loss) to net cash(used
      in) operating activities:Changes
      in assets and liabilities:Increase
      in accounts payable and accrued expenses
                                              
                                              
                                              10,800
                                              
                                              
                                              
                                              -Increase
      (decrease) in officers loan
                                              
                                              
                                              (12,067
                                              )
                                              
                                              
                                              6,955Total
      adjustments
                                              
                                              
                                              (1,267
                                              )
                                              
                                              
                                              6,955Net
      cash (used in) operating activities
                                              
                                              
                                              (13,063
                                              )
                                              
                                              
                                              (1,245
                                              )NET
      DECREASE IN CASH ANDCASH
      EQUIVALENTS
                                              
                                              
                                              (13,063
                                              )
                                              
                                              
                                              (1,245
                                              )CASH
      AND CASH EQUIVALENTSBEGINNING
      OF PERIOD
                                              
                                              
                                              13,662
                                              
                                              
                                              
                                              12,187CASH
      AND CASH EQUIVALENTSEND
      OF PERIOD
                                              
                                              $
                                              599
                                              
                                              
                                              $
                                              10,942SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for:Interest
      paid
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -Income
      taxes paid
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -


















5


NOTE
1 - ORGANIZATION AND
BASIS OF PRESENTATION





The
condensed unaudited interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The condensed financial statements and notes are
presented as permitted on Form 10-Q and do not contain information included in
the Company’s annual condensed unaudited statements and
notes.  Certain information and footnote disclosures normally included
in condensed 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
unaudited financial statements be read in conjunction with the September 30,
2008 audited financial statements and the accompanying notes
thereto.  While management believes the procedures followed in
preparing these condensed 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 unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the condensed operations, changes in stockholders equity
(deficit), and cash flows for the periods presented.





Genesis
Capital Corporation of Nevada (the “Company”) was incorporated in the State of
Colorado in 1983. The Company has a total of 500,000,000 authorized common
shares at December 31, 2008 and 2007, respectively, (par value $.001) with
10,048 shares issued and outstanding at December 31, 2008 and 2007,
respectively, and 10,000,000 shares authorized preferred stock (par value of
$.001) with 10,000,000 shares issued and outstanding as of December 31, 2008 and
2007.





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.





































6


NOTE
1 - ORGANIZATION AND
BASIS OF PRESENTATION (CONTINUED)





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. 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 as the subsidiaries 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 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 2008 and 2007.




Cash
and Cash Equivalents





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





The
Company maintains cash and cash equivalent balances at a financial institution
that is insured by the Federal Deposit Insurance Corporation up to
$250,000.
























7


NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




Income
Taxes





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




Fair
Value of Financial Instruments





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




Earnings (Loss) Per Share of Common
Stock





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





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








































8


NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




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





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




December
      31, 2008
                              
                              
                              December
      31, 2007 (Restated)Net
      (loss)
                              
                              $
                              (11,796
                              )
                              
                              $
                              (8,200
                              )Weighted-average
      common sharesoutstanding
      (Basic)
                              
                              
                              10,048
                              
                              
                              
                              10,048Weighted-average
      common stockequivalents:Stock
      options
                              
                              
                              -
                              
                              
                              
                              -Warrants
                              
                              
                              -
                              
                              
                              
                              -Preferred
      stock conversions
                              
                              
                              -
                              
                              
                              
                              -Weighted-average
      common sharesoutstanding
      (Diluted)
                              
                              
                              10,048
                              
                              
                              
                              10,048




The
Company issued 400 shares of common stock and 5,000,000 shares of preferred
stock series B for services for the year ended September 30,
2007.  There were no other issuances of preferred or common stock for
the years ended September 30, 2008 and 2007, respectively. The Company issued a
one hundred to one reverse stock split on March 29, 2007. This has been
retroactively applied to the year ended September 30, 2006. The Company issued a
five hundred to one reverse stock split on March 29, 2007. This has been
retroactively applied to the year ended September 30, 2006.





There
were no outstanding options and warrants at December 31, 2008 and
2007.




























9


NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements





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
re-measurement 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 adoption of SFAS No. 155 did not have a material impact on the
Company’s financial position or results of operations.


























































10


NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (Continued)





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 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
February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective
Date of FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP
No. 157-2 defers the effective date of SFAS No. 157 to fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years, for all nonfinancial assets and liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). Examples of items within the scope of FSP
No. 157-2 are nonfinancial assets and nonfinancial liabilities initially
measured at fair value in a business combination (but not measured at fair value
in subsequent periods),





































11


NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (Continued)





and
long-lived assets, such as property, plant and equipment and intangible assets
measured at fair value for an impairment assessment under SFAS
No. 144.





The
partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 8 for the fair value
measurement disclosures for these assets and liabilities. The Company is in the
process of analyzing the potential impact of SFAS No. 157 relating to its
planned January 1, 2009 adoption of the remainder of the
standard.





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.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Liabilities, including an amendment of FASB Statement No.
115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified
election dates, to measure many financial instruments and certain other items at
fair value that are not currently required to be measured at fair value.
Unrealized gains and losses shall be reported on items for which the fair value
option has been elected in earnings at each subsequent reporting date. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on or
before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”). The
Company is currently assessing the impact that SFAS No. 159 will have on its
financial statements.




































12


NOTE
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (Continued)





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in
Consolidated Financial Statements” (“SFAS No. 160”). SFAS No. 160, This
Statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this Statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. The Company is
currently assessing the impact that SFAS No. 160 will have on its financial
statements.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities,” (“SFAS No. 161”). 
SFAS No. 161 amends and expands the disclosure requirements of SFAS
No. 133, “Accounting for Derivative Instruments and Hedging
Activities.”  SFAS No. 161 requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of gains and losses on derivative instruments and disclosures
about credit-risk-related contingent features in derivative agreements. 
This statement is effective for financial statements issued for fiscal years
beginning after November 15, 2008.  The adoption of SFAS No. 161 is
not anticipated to affect the Company’s financial condition and results of
operations, but may require additional disclosures if we enter into derivative
and hedging activities.





Reclassifications





Certain
amounts for the three months ended December 31, 2007 have been reclassified to
conform to the presentation of the December 31, 2008 amounts. The
reclassifications have no effect on the net (loss) for the three months ended
December 31, 2008.







































13


NOTE 3 - LOANS
PAYABLE - OFFICERS




This
represents amounts advanced to 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.




NOTE 4 - STOCKHOLDERS’
EQUITY (DEFICIT)




Common and
Preferred Stock




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




As of
December 31, 2008 and 2007, the Company had issued and outstanding 5,000,000 of
its preferred stock series A shares.




As of
December 31, 2008 and 2007, the Company had issued and outstanding 5,000,000 of
its preferred stock series B shares.




The
Company has also issued and outstanding as of December 31, 2008 and 2007, 10,048
of its common shares.




The
Company has reclassified back into permanent equity from temporary equity as of
September 30, 2007, 7,672 of its common shares. The Company issued 400 shares of
common stock for services rendered for the year ended September 30,
2007.  There have been no other issuances of preferred or common stock
for the years ended September 30, 2008 and 2007, respectively. The Company
issued a one hundred to one reverse stock split that took effect on March 29,
2007. The Company also issued a five hundred to one reverse stock split that
took effect on May 26, 2008.




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.































14


NOTE 4 - STOCKHOLDERS’
(DEFICIT) (CONTINUED)




Common and
Preferred Stock (Continued)




The
Company issued 5,000,000 shares of series B shares in consideration for services
rendered by the officer of the Company.  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 December 31, 2008 and 2007,
respectively.




NOTE 5 - INCOME
TAXES




The net
deferred tax assets in the accompanying balance sheets include the following
components at December 31:




2008
                          
                          
                          2007Deferred
      tax assets
                          
                          $
                          113,894
                          
                          
                          $
                          103,378Deferred
      tax valuation allowance
                          
                          
                          (113,894
                          )
                          
                          
                          (103,378
                          )Net
      deferred tax assets
                          
                          $
                          -
                          
                          
                          $
                          -


Due to
the uncertainty of utilizing the approximate $379,648 and $344,593 in net
operating losses, for the three months ended December 31, 2008 and 2007, and
recognizing the deferred tax assets, an offsetting valuation allowance has been
established.


































15


NOTE
6 - GOING
CONCERN





The
Company incurred a loss for the current period but has had recurring losses for
years including and prior to December 31, 2008 and has an accumulated deficit of
$379,648.





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





NOTE
7 - FAIR VALUE
MEASUREMENTS





On
January 1, 2008, the Company adopted SFAS No. 157 “Fair Value
Measurements” (“SFAS 157”). SFAS 157 defines fair value, provides a consistent
framework for measuring fair value under Generally Accepted Accounting
Principles and expands fair value financial statement disclosure requirements.
SFAS 157’s valuation techniques are based on observable and unobservable inputs.
Observable inputs reflect readily obtainable data from independent sources,
while unobservable inputs reflect our market assumptions. SFAS 157 classifies
these inputs into the following hierarchy:




Level 1
Inputs– Quoted prices for identical instruments in active markets.




Level 2
Inputs– Quoted prices for similar instruments in active markets; quoted prices
for identical or similar instruments in markets that are not active; and
model-derived valuations whose inputs are observable or whose significant value
drivers are observable.




Level 3
Inputs– Instruments with primarily unobservable value drivers.




The
following table represents the fair value hierarchy for those financial assets
and liabilities measured at fair value on a recurring basis as of December 31,
2008.

































16


NOTE 7 - FAIR
VALUE MEASUREMENTS (CONTINUED)




Fair
Value Measurements on a Recurring Basis as of December 31,
2008:


Assets
                            
                            Level
      I
                            
                            
                            Level
      II
                            
                            
                            Level
      III
                            
                            
                            TotalCash
      equivalents
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Total
      Assets
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Liabilities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Total
      Liabilities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -




































































17


NOTE
8 - RESTATEMENT OF FINANCIAL
STATEMENTS





The
Company has restated its financial statements for the year ended December 31,
2007. Certain expenses paid on behalf of another entity have been reclassified
to officer's loans.




Originally
      Filed
                                
                                
                                RestatedFor
      the period
                                
                                
                                For
      the periodended
      December 31,
                                
                                
                                ended
      December 31,2007
                                
                                
                                2007Assets
                                
                                $
                                10,942
                                
                                
                                $
                                10,942Liabilities
                                
                                
                                57,284
                                
                                
                                
                                9,240Stockholders' Equity (Deficit)
                                
                                
                                (46,342
                                )
                                
                                
                                1,702Total
      Liabilities and Stockholders'  (Deficit)
                                
                                $
                                10,942
                                
                                
                                $
                                10,942
  Originally
      Filed
                                          
                                          
                                          RestatedFor
      the period
                                          
                                          
                                          For
      the periodended
      December 31,
                                          
                                          
                                          ended
      December 31,2007
                                          
                                          
                                          2007OPERATING
      EXPENSES:
                                          
                                          
                                          56,245
                                          
                                          
                                          
                                          8,200NET
      (LOSS) APPLICABLE TO COMMON SHARES
                                          
                                          $
                                          (56,245
                                          )
                                          
                                          $
                                          (8,200
                                          )NET
      (LOSS) PER BASIC AND DILUTED SHARES
                                          
                                          $
                                          (0.01
                                          )
                                          
                                          $
                                          (0.82
                                          )Weighted
      average number of shares outstanding,basic and
      diluted
                                          
                                          
                                          4,879,692
                                          
                                          
                                          
                                          10,048
























18


Item 2.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations





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.





Non-Operating
Shell Company.




Currently, we are a non-operating shell
corporation. We intend to effect a merger, acquisition or other business
combination with an operating company by using a combination of capital stock,
cash on hand, or other funding sources, if available. We intend to devote
substantially all of our time to identifying potential merger or acquisition
candidates. There can be no assurances that we will enter into such a
transaction in the near future or on favorable terms us, or that other funding
sources will be available.  A more detailed discussion of the current
business plan is set forth below.




History




We were 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, we changed our name to Genesis Services, Inc.  In September
1990, we changed our name to Genesis Capital Corporation.




Since 1994, when we sold our wholly
owned subsidiary, U.S. Staffing, Inc., our activities have been limited. In
1999, we merged with Lincoln Health Fund, Inc., a Texas real estate holding
company also with minimal activity.




On December 22, 1998, we incorporated
Genesis Capital Corporation of Nevada as a Nevada subsidiary with whom we merged
so as to effect a re-domicile to Nevada and a reverse split of our common
stock.  On March 9, 1999, the parties executed Articles of Merger by
which our shareholders received one share of new (Nevada) common stock for every
2,000 shares of old (Colorado) common stock.  Holders of preferred
stock in the old Colorado Corporation received preferred stock in the new Nevada
Corporation on a 1:1 basis.




On August 30, 2001, we entered into a
Stock Acquisition Agreement with Christopher Astrom (Purchaser); Hudson
Consulting Group, Inc. (Seller); and Global Universal, Inc (Seller), pursuant to
which Mr. Astrom acquired the right to purchase 54,110,309 shares of our common
stock and 1,477,345 shares of preferred stock.  In consideration
therefor, Mr. Astrom paid $315,000 and transferred to us all of the common stock
of Senior Lifestyle Communities, Inc., the parent company of Senior Adult
Lifestyle, Inc.




On October 30, 2001, we 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 to a nonaffiliated private source of financing 8% Series SPA Senior
Subordinated Convertible Debentures in the initial amount of
$360,000.


























19


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, we acquired from National Residential
Properties, Inc. all of its right, title and interest 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, we sold to Nathan Kahn and CT
Adult Condominiums, LLC all of our interest in the four Connecticut
properties.




In June 2002, we issued to Christopher
Astrom 3,522,655 shares of Series A Convertible Preferred Stock 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, we entered into a two
(2) year agreement with Wahoo Funding LLC, an affiliated Florida limited
liability company, whereby we rendered to Wahoo certain financial and business
consulting services in exchange for a total of $700,000.  Except for
the foregoing contract with Wahoo, we have not engaged in any operations and
have been virtually dormant for several years.




Additionally, we have not renewed the
corporate charters for Senior Lifestyle Communities, Inc. and Senior Adult
Lifestyles, Inc. Prior thereto, we had transferred all assets and liabilities
associated with these companies into the parent Genesis Capital Corporation of
Nevada.




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




In February 2007, we filed with the
state of Nevada an Amended and Restated Certificate of Designation of Series A
Convertible Preferred Stock, 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 to Christopher Astrom of 5,000,000 shares of our
Series B Convertible Preferred Stock in exchange for services
rendered.  The Amended and Restated Certificate of Designation of
Series A Convertible Preferred Stock returned the designation to the original
5,000,000 shares.





Each share of Series A convertible
preferred stock entitles the holder thereof to twenty-five (25) votes on all
matters, the right to convert each share into twenty-five (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 two hundred fifty
(250) votes on all matters, the right to convert each share into two hundred
fifty (250) shares of common stock and a liquidation preference of $1.00 per
share.




On March 12, 2007, we effected a 1 for
100 reverse split of our common stock.




On April 21, 2008, we filed a
Information Statement on Schedule 14A notifying our stockholders that action has
been approved by the holders of at least a majority of the voting power of
stockholders, by written consents without holding a meeting of stockholders. By
such written consents, on April 24, 2008 we effected a reverse stock split of
our common stock in a ratio of one (1)  new share for every five
hundred (500) existing shares of common stock, with all fractional shares
rounded up to the nearest whole share.  The reverse stock split did
not change the par value nor change the number of authorized shares of our
common stock.




















20


Current
Business Plan




We are a shell company in that we
conduct nominal operations and have nominal assets. At this time, our purpose is
to seek, investigate and, if such investigation warrants, acquire an interest in
business opportunities presented to us by persons or firms who or which desire
the perceived advantages of an Exchange Act registered corporation. We will not
restrict our search to any specific business, industry, or geographical location
and we 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 our virtually unlimited discretion to search for and
enter into potential business opportunities. We anticipate that we may be able
to participate in only one potential business venture because we have nominal
assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us
to offset potential losses from one venture against gains from
another.




We 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.  We may acquire assets and establish wholly owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.




We intend to promote ourselves
privately. We have not yet prepared any notices or advertisement. We anticipate
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.





We 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, we believe that we 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, 10Q’s, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "Exchange 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 Exchange Act.




The analysis of new business
opportunities will be undertaken by, or under the supervision of, our officers
and directors. We intend to concentrate on identifying preliminary prospective
business opportunities, which may be brought to its attention through present
associations of our officers and directors. In analyzing prospective business
opportunities, we 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 our proposed activities;
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. Our officers and directors expect to
meet personally with management and key personnel of the business opportunity as
part of their investigation. To the extent possible, we intend to utilize
written reports and investigation to evaluate the above factors.




Our officers have limited experience in
managing companies similar to the Company and shall rely upon their own efforts,
in accomplishing our business purpose. We 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 our limited resources, it is likely that any such
fee would be paid in stock and not in cash.














21


We 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 we 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 we may offer. However, we do not intend to
obtain funds in one or more private placements to finance the operation of any
acquired business opportunity until such time as we have successfully
consummated such a merger or acquisition.




Acquisition
of Opportunities




In implementing a structure for a
particular business acquisition, we may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. We may also acquire stock or assets of an
existing business. On the consummation of a transaction, it is probable that the
present management and our shareholders will no longer control
us.  Furthermore, our directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of our shareholders.




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 a transaction, we may agree
to register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter.




As part of our investigation, our
officers and directors 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. The manner in which we
participate in an opportunity will depend on the nature of the opportunity, our
respective needs and desires, the management of the opportunity and the relative
negotiation strength.




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,
our 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 we
acquire a target company with substantial assets. Any merger or acquisition can
be expected to have a significant dilutive effect on the percentage of shares
held by our then shareholders.




We 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 our attorneys and accountants, will set
forth remedies on default and will include miscellaneous other
terms.




























22


RESULTS
OF OPERATIONS




THREE
MONTHS ENDED DECEMBER 31, 2008 (Q1 2009)


COMPARED
TO THREE MONTHS ENDED DECEMBER 31, 2007 (Q1 2008)





Revenues





For the three months ended December 31,
2008 and December 31, 2007 we had no revenue.





Operating
Expenses





Operating expenses for the three months
ended December 31, 2008 were $11,796 compared to $8,200 for the three months
ended December 31, 2007. This increase was attributed to increased professional
fees and administrative costs associated with activity related to the search for
prospective merger or acquisition candidates.





Loss From
Operations





Loss from operations for the three
months ended December 31, 2008 was $11,796 compared to $8,200 for the three
months ended December 31, 2007.The
increase in net loss is directly attributable to the increase in operating
expenses described above.





Net Loss Applicable To
Common Stock





Net loss applicable to Common Stock was
$11,796 for the three months ended December 31, 2008 compared to $8,200 for the
three months ended December 31, 2007. Net loss per common share was $1.17 for
the three months ended December 31, 2008 and $0.82 for the three months ended
December 31, 2007.

































23


LIQUIDITY
AND CAPITAL RESOURCES





We do not currently engage in any
business activities that provide us with positive cash flows. As such, the costs
of investigating and analyzing business combinations for the next approximately
twelve (12) months and beyond will be paid with our current cash and other
current assets on hand and through funds raised through other sources, which may
not be available on favorable terms, if at all.  Such costs include
filing of Exchange Act reports, and costs relating to consummating an
acquisition.





We currently plan to satisfy our cash
requirements for the next 12 months by borrowing from affiliated companies with
common ownership or control or directly from our officers and directors and we
believe we can satisfy its cash requirements so long as it is able to obtain
financing from these affiliated companies.  We currently expect that
money borrowed will be used during the next 12 months to satisfy our operating
costs, professional fees and for general corporate purposes. We have also been
exploring alternative financing sources.





We will use our 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, our
shareholders will experience a dilution in their ownership interest. If a
substantial number of restricted shares are issued in connection with a business
combination, a change in control may be expected to occur.





As of December 31, 2008, we had current
assets consisting of cash and cash equivalents in the amount of
$599.  As of December 31, 2008, we had current liabilities in the
amount of $33,952.





There are no limitations in our
certificate of incorporation restricting our ability to borrow funds or raise
funds through the issuance of restricted common stock to effect a business
combination. Our 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 our
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 us 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
Accounting Pronouncements





We continue 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





We are a shell company and, as such, we
do not employ critical accounting estimates. Should we resume operations we will
employ critical accounting estimates and will make any and all disclosures that
are necessary and appropriate.





Off
Balance Sheet Transactions





We have no off balance sheet
arrangements and have not entered into any transactions involving
unconsolidated, limited purpose entities













24


Item 3.
            Quantitative
      and Qualitative Disclosures about Market
Risk





We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide information under this
item.





Item 4T.
            Controls
      and Procedures




We
maintain a set of disclosure controls and procedures designed to ensure that we
disclose required information in the reports filed under the Securities Exchange
Act and that such information 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 us, including our chief executive officer and
chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure.
 
 Based
upon their evaluation as of December 31, 2008, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures are not effective to ensure that information required to be included
in our periodic SEC filings is recorded, processed, summarized, and reported
within the time periods specified in the SEC rules and forms.
 
 Our board
of directors was advised by Bagell, Josephs, Levine & Company,
L.L.C.,  our independent registered public accounting firm, that
during their performance of audit procedures for 2008, Bagell, Josephs, Levine
& Company, L.L.C. identified a material weakness as defined in Public
Company Accounting Oversight Board Standard No. 5 in our 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, our size
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
  There
have been no other changes in our internal controls over financial reporting
that occurred during the period covered by this Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.




Evaluation
of and Report on Internal Control over Financial Reporting


Management is responsible for
establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, the company’s principal executive and
principal financial officers and effected by the company’s board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States of America and includes those policies and
procedures that:


- Pertain
  to the maintenance of records that in reasonable detail accurately and fairly
  reflect the transactions and dispositions of the assets of the
  company;
- Provide
  reasonable assurance that transactions are recorded as necessary to permit
  preparation of financial statements in accordance with accounting principles
  generally accepted in the United States of America and that receipts and
  expenditures of the company are being made only in accordance with
  authorizations of management and directors of the company; and
- Provide
  reasonable assurance regarding prevention or timely detection of unauthorized
  acquisition, use or disposition of the company’s assets that could have a
  material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.





Management assessed the effectiveness
of the Company’s internal control over financial reporting as of December 31,
2008. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.





Based on its assessment, management
concluded that, as of December 31, 2008, the Company’s internal control over
financial reporting is not effective based on those criteria.





This quarterly report does not include
an attestation report of the Company’s registered accounting firm regarding
internal control over financial reporting.  Management’s report is not
subject to attestation by the Company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this Quarterly
report.





Changes
in Internal Control over Financial Reporting





There was no change in our internal
controls over financial reporting identified in connection with the requisite
evaluation that occurred during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.


25


PART II


OTHER
INFORMATION





Item 1.
            Legal
      Proceedings





We are not a party to any pending legal
proceedings nor is any of our property the subject of any pending legal
proceedings.





Item 1A.
            Risk
      Factors





We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide information under this item.





Item 2.
            Unregistered
      Sales Of Equity Securities And Use Of
Proceeds.





None





Item 3.
            Defaults
      Upon Senior Securities





None





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





None





Item 5.
            Other
      Information





None





Item 6.
            Exhibits




EXHIBIT
                        NUMBER
                      DESCRIPTION31.1
                      Certification of Principal Executive Officer
      pursuant to Sarbanes-Oxley Section 30231.2
                      Certification of Principal Financial Officer
      pursuant to Sarbanes-Oxley Section 30232.1
                      Certification of Chief Executive Officer
      pursuant to Sarbanes-Oxley Section 90632.2
                      Certification of Chief Financial Officer
      pursuant to Sarbanes-Oxley Section
906
















26


SIGNATURES






Date:
February 17, 2009





By: /s/
RICHARD ASTROM


Richard
Astrom


Chief
Executive Officer, Director





By: /s/
CHRISTOPHER ASTROM


Christopher
Astrom


Chief
Financial Officer, Secretary, Director













































27