<PAGE>

                                                    Index to Exhibits at page 12

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

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

For the quarterly period ended July 29, 2006

                                       OR

[ ]  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 - 1653

                               GENESEE CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
    STATE OF NEW YORK                                    16-0445920
(State of Incorporation)                    (I.R.S. Employer Identification No.)
</TABLE>

<TABLE>
<S>                                                                   <C>
600 Powers Bldg., 16 W. Main Street, Rochester, New York                 14614
        (Address of principal executive offices)                      (Zip Code)
</TABLE>

Registrant's telephone number, including area code (585) 454-1250

     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 the
filing requirements for the past 90 days. Yes [x] No [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

     Indicate the number of shares of each of the issuer's classes of common
stock, as of the latest practicable date. As of September 6, 2006:

<TABLE>
<CAPTION>
Class                  Shares Outstanding
-----                  ------------------
<S>                    <C>
Class A Common Stock          209,885
Class B Common Stock        1,464,201
</TABLE>

<PAGE>

                                                                    Page 2 of 15


                               GENESEE CORPORATION

           Statement Of Net Assets In Liquidation (Liquidation Basis)
                        July 29, 2006 and April 29, 2006
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                      JULY 29,     APRIL 29,
                                                        2006         2006
                                                     ----------   ----------
<S>                                                  <C>          <C>
ASSETS
      Cash and cash equivalents                      $    3,334   $    3,424
      Other assets                                           77           94
                                                     ----------   ----------
         Total assets                                $    3,411   $    3,518
                                                     ==========   ==========
LIABILITIES AND NET ASSETS
      Accrued expenses and other liabilities         $      143   $      235
      Estimated net income tax payable                      132          195
                                                     ----------   ----------
         Total liabilities                                  275          430
                                                     ----------   ----------
   Net assets in liquidation                         $    3,136   $    3,088
                                                     ==========   ==========
   Number of common shares outstanding (Class A -
      209,885; Class B - 1,464,201)                   1,674,086    1,674,086
   Net assets in liquidation per outstanding share   $     1.87   $     1.84
                                                     ==========   ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                                                                    Page 3 of 15


                               GENESEE CORPORATION

      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
          For the Thirteen Weeks Ended July 29, 2006 and July 30, 2005
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   2006     2005
                                                  ------   ------
<S>                                               <C>      <C>
Net assets in liquidation at April 29, 2006 and
   April 30, 2005, respectively                   $3,088   $2,939
Interest income, net                                  33       46
Changes in estimated liquidation values of
   assets and liabilities                             15      (22)
                                                  ------   ------
Net assets in liquidation at July 29, 2006 and
   July 30, 2005, respectively                    $3,136   $2,963
                                                  ======   ======
</TABLE>

See accompanying notes to financial statements.
<PAGE>

                                                                    Page 4 of 15


                               GENESEE CORPORATION

Notes to Financial Statements

NOTE (A) Divestiture of the Corporation's Operating Businesses and Other Assets

     In October 2000, Genesee Corporation (the "Corporation") shareholders
     approved a plan to divest all of the Corporation's operations and then
     liquidate and dissolve the Corporation (the "Plan of Liquidation and
     Dissolution.") Since then, as discussed below, the Corporation has divested
     all of its operations and substantially all of its other assets. The
     proceeds from these divestitures, net of amounts paid or reserved to
     discharge all of the Corporation's obligations and liabilities, are being
     distributed to the Corporation's shareholders in a series of liquidating
     distributions.

     In December 2000 the Corporation sold its brewing business to High Falls
     Brewing Company, LLC ("High Falls") for $27.2 million, of which it
     eventually received $24.2 million.

     In December 2000 the Corporation sold a significant portion of its
     equipment lease portfolio and received $12.8 million in proceeds.

     In October 2001 the Corporation sold its Foods Division to Associated
     Brands, Inc. for $24.4 million.

     On May 31, 2002, the Corporation sold its ten-percent interest in an office
     building located in Rochester, New York and a related note receivable from
     the building owner for $2.4 million in cash.

     On September 16, 2002, the Corporation sold its 50% interests in a 408-unit
     apartment complex located in Syracuse, New York and a 150-unit apartment
     complex located in Rochester, New York for a combined sales price of $4.5
     million.

     On May 24, 2004, the Corporation sold the remaining High Falls debt for
     $1.0 million.

     On July 21, 2005, the Corporation purchased a New York workers compensation
     insurance policy from a New York State approved insurance carrier for $2.36
     million. With the purchase of this policy, the Corporation was relieved of
     its self-insured workers compensation status and related obligations.

     On August 16, 2006 the Corporation was dissolved upon the filing of its
     Certificate of Dissolution with the New York Secretary of State.

NOTE (B) Liquidation Basis of Accounting

     The Corporation's financial statements are prepared using the liquidation
     basis of accounting. Under the liquidation basis of accounting, assets are
     stated at their estimated net realizable values and liabilities are stated
     at their estimated settlement amounts, which estimates are periodically
     reviewed and adjusted. A Statement of Net Assets and a Statement of Changes
     in Net Assets are the two financial statements presented under the
     Liquidation Basis of Accounting.

<PAGE>

                                                                    Page 5 of 15


                               GENESEE CORPORATION

Notes to Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

     The valuation of assets at their net realizable value and liabilities at
     their anticipated settlement amounts necessarily requires many estimates
     and assumptions. In addition, there are substantial risks and uncertainties
     associated with carrying out the liquidation and dissolution of the
     Corporation. The valuations presented in the accompanying Statement of Net
     Assets in Liquidation represent estimates, based on present facts and
     circumstances, of the net realizable values of assets and the costs
     associated with carrying out the plan of liquidation and dissolution based
     on the assumptions set forth below. The actual values and costs are
     expected to differ from the amounts shown herein and could be greater or
     lesser than the amounts recorded. In particular, the estimates of the
     Corporation's costs will vary with the length of time it operates and the
     results of audits being conducted by various taxing authorities. In
     addition, the estimate of net assets in liquidation per share presented in
     accordance with accounting principles generally accepted in the United
     States of America ("GAAP") in the accompanying Statement of Net Assets in
     Liquidation generally does not incorporate a present value discount to
     reflect the amount of time that will transpire before the value of those
     assets is distributed to shareholders. Accordingly, it is not possible to
     predict the aggregate amount that will ultimately be distributable to
     shareholders and no assurance can be given that the amount to be received
     in liquidation will equal or exceed the estimate of net assets in
     liquidation per share presented in the accompanying Statement of Net Assets
     in Liquidation or the price or prices at which the Corporation's common
     stock has traded or is expected to trade in the future.

     General assumptions used and asset and liability values under the
     Liquidation Basis of Accounting

     Following are assumptions utilized by management in assessing the fair
     value of assets and the expected settlement values of liabilities included
     in the Statement of Net Assets in Liquidation as of July 29, 2006.

     Cash and cash equivalents - Presented at face value. The Corporation
     considers all highly liquid investments with original maturities of three
     months or less to be cash equivalents. At July 29, 2006, substantially all
     cash balances were in excess of federally insured limits. The Corporation
     adopted a Contingent Liability Reserve Policy whereby the Corporation will
     maintain a cash contingency reserve for unexpected expenses of the
     Corporation. The amount of the reserve may be modified in the future as
     deemed necessary. The balance of this reserve is $837,000, or approximately
     $0.50 per outstanding share at July 29, 2006; however, it is not classified
     as restricted or as a liability in the accompanying Statement of Net Assets
     in Liquidation.

<PAGE>

                                                                    Page 6 of 15


                               GENESEE CORPORATION

Notes to Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

     Estimated income tax receivable/payable - Based on management's estimate.
     Amount reflects the impact on cash flow under an orderly liquidation
     scenario. It includes adjustments for estimates of future expenditures, the
     utilization of tax credits, and carryforwards and carrybacks.

     Certain amounts included in the estimated income tax payable are subject to
     audit by the state and / or federal taxing authorities, most notably as it
     relates to the fiscal years ended May 3, 2003, May 1, 2004, April 30, 2005,
     and April 29, 2006. The Corporation has settled audits from the federal
     taxing authority through the fiscal tax year ended April 27, 2002 and
     audits from the New York State taxing authority through the fiscal tax year
     ended April 30, 2005.

     As tax returns are filed utilizing management's interpretation of
     applicable rules, the actual tax liability or refund determined after a tax
     audit can be different from amounts initially claimed when filing tax
     returns. Based upon all known facts, management has made an estimation of
     the range of probable outcomes after all tax returns have been filed and
     reviewed by the taxing authorities. To the extent that the Corporation is
     audited for other years by federal and/or state taxing authorities, such an
     audit or audits could result in an increase or decrease in the
     Corporation's income tax payable or create a net income tax receivable.

     During the fourth quarter of fiscal 2006 the Corporation finalized income
     tax audits from the New York State Department of Taxation for the fiscal
     years ended May 3, 2003, May 1, 2004, and April 30, 2005 and remitted
     payment to New York State during the first quarter of fiscal 2007. Also
     during the first quarter of fiscal 2007, the Corporation finalized and
     filed a federal carryback claim for the fiscal year ended April 29, 2006.
     As a result of the tax payments made to New York State and finalization of
     the federal carryback claim, the estimated income tax liability of $195,000
     as of April 29, 2006 was reduced to $132,000 as of July 29, 2006.

     This $132,000 estimated income tax payable is recorded on the accompanying
     Statement of Net Assets in Liquidation and is management's estimate of the
     most probable point within a range. Such estimates are often updated as
     additional information becomes available. In addition, the Corporation
     filed an additional federal refund claim of $460,000 for the 2001 fiscal
     year. Due to the uncertainty of ultimately collecting on the claim, this
     amount has not been offset against the estimated net income tax payable on
     the Corporation's Statement of Net Assets in Liquidation and will be
     included only at such time that the Corporation believes its collection is
     probable.

     The Corporation may incur additional professional fees as a result of any
     additional income tax audits.

     Other assets - Valued based on management estimates. At July 29, 2006 the
     $77,000 balance is comprised of prepaid insurance and a note receivable.

<PAGE>

                                                                    Page 7 of 15


                               GENESEE CORPORATION

Notes to Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

     Accrued expenses and other liabilities - Based on management's estimate.
     These are the estimated costs to complete the Corporation's Plan of
     Liquidation and Dissolution, and represent the estimated cash costs of
     operating the Corporation through its expected termination which management
     has estimated to occur by the end of calendar 2006. These costs, which
     include facilities, professional fees, and other related costs, are
     estimated based on various assumptions regarding the use of outside
     professionals (including attorneys and accountants) and other costs. Given
     that there is inherent uncertainty in the estimation process, actual
     results could be materially different.

     The table below details these costs by category as of April 29, 2006 and
     July 29, 2006 and the expenditures and management adjustments that occurred
     during the first quarter of fiscal 2007.

<TABLE>
<CAPTION>
                                     Three Months Ended   Three Months Ended
                    April 29, 2006      July 29, 2006        July 29, 2006     July 29, 2006
Category                Balance         Expenditures          Adjustments         Balance
--------            --------------   ------------------   ------------------   -------------
<S>                 <C>              <C>                  <C>                  <C>
Office expenses,
   Including rent      $ 11,000           $ (1,000)            $      0           $ 10,000
Insurance expense        21,000             (1,000)             (10,000)            10,000
Professional fees       174,000            (88,000)              25,000            111,000
Other                    29,000             (2,000)             (15,000)            12,000
                       --------           --------             --------           --------
Totals                 $235,000           $(92,000)            $      0           $143,000
                       ========           ========             ========           ========
</TABLE>

     Contingent liabilities - As with any business, the Corporation may have
     potential contingent liabilities in addition to the liabilities recorded in
     the accompanying consolidated financial statements. Because no claims for
     contingent liabilities have been made or threatened, no amount has been
     recorded for such liabilities in the accompanying financial statements.

<PAGE>

                                                                    Page 8 of 15


                               GENESEE CORPORATION

Notes to Financial Statements

NOTE (C) Financial Statement Presentation

     Liquidation Basis Financial Statements

     The Corporation's Statement of Net Assets in Liquidation as of July 29,
     2006 and Statement of Changes in Net Assets in Liquidation for the
     thirteen-week period ended July 29, 2006 and July 30, 2005 presented herein
     are unaudited. The April 29, 2006 Statement of Net Assets has been audited.
     In the opinion of management, these interim financial statements reflect
     all adjustments which are necessary for a fair presentation of the results
     for the interim period presented.

     Net assets in liquidation per outstanding share, which is reported in the
     Statement of Net Assets in Liquidation, is calculated by dividing net
     assets in liquidation by the number of common shares outstanding as of the
     statement date.

     The accompanying financial statements have been prepared in accordance with
     GAAP and Securities and Exchange Commission guidelines applicable to
     interim financial information. These statements should be reviewed in
     conjunction with the Corporation's annual report on Form 10-K for the
     fiscal year ended April 29, 2006. It is the Corporation's policy to
     reclassify certain amounts in the prior year financial statements and
     interim financial information to conform to the current year presentation.

NOTE (D) Class B Common Stock De-listing and Closing of Stock Books

     At the close of business on December 31, 2003 the Corporation's Class B
     Common Stock was de-listed from the NASDAQ National Market and the
     Corporation's stock books for its Class A and Class B Common Stock were
     closed.

NOTE (E) Subsequent Event - Corporate Dissolution

     The Corporation was dissolved on August 16, 2006 by the filing of its
     certificate of dissolution with the New York Secretary of State.

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

     This financial review should be read in conjunction with the accompanying
     financial statements and notes. The Corporation operates under the
     liquidation basis of accounting which is described in detail in Notes B and
     C to the accompanying financial statements. In all periods presented, the
     Corporation had no operations; therefore, there is no discussion of
     operations. See also Note D to the accompanying financial statements
     presented in this report that are incorporated herein by reference thereto.

<PAGE>

                                                                    Page 9 of 15


                               GENESEE CORPORATION

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

     LIQUIDITY AND CAPITAL RESOURCES - JULY 29, 2006

     Liquidating distributions have been paid to shareholders under the
     Corporation's plan of liquidation and dissolution as follows:

<TABLE>
<CAPTION>
                      AMOUNT       AMOUNT
    DATE PAID      DISTRIBUTED   PER SHARE
    ---------      -----------   ---------
<S>                <C>           <C>
March 1, 2001      $12,557,000     $ 7.50
November 1, 2001    21,763,000      13.00
May 17, 2002         8,370,000       5.00
August 26, 2002      8,370,000       5.00
October 11, 2002     5,023,000       3.00
March 17, 2003       4,185,000       2.50
April 28, 2003       2,511,000       1.50
June 18, 2004        2,511,000       1.50
                   -----------     ------
   TOTAL           $65,290,000     $39.00
                   ===========     ======
</TABLE>

     Subject to amounts that the Corporation may hold to discharge obligations
     and potential contingent liabilities (see Contingent Liability Reserve
     Policy described below), the Corporation expects to pay a final liquidating
     distribution in the course of winding up its affairs. Management has
     estimated that the Corporation expects to wind up its affairs by the end of
     calendar 2006 and has estimated the remaining costs required to total
     $143,000. This amount has been recorded on the accrued expenses and other
     liabilities line in the accompanying Statement of Net Assets in
     Liquidation. The Corporation currently anticipates making a final
     liquidating distribution prior to December 31, 2006.

     The value of the net assets in liquidation per outstanding share could be
     less or more than is reported in the accompanying Statement of Net Assets
     in Liquidation and the ultimate distributions to shareholders may differ
     materially from the Corporation's current estimate.

     The Corporation's unrestricted and restricted cash and cash equivalents are
     invested in commercial bank money market funds to earn a market rate of
     return on those funds and give the Corporation the security and flexibility
     required as it completes the liquidation and dissolution process. These
     funds are currently yielding approximately 5.2% per annum. The Corporation
     adopted a Contingent Liability Reserve Policy whereby the Corporation
     maintains a cash contingency for unexpected expenses of the Corporation.
     The amount of the reserve may be modified in the future as deemed
     necessary. This reserve was at $837,000 million, or approximately $0.50 per
     share, at April 29, 2006 and remains at this amount as of July 29, 2006.
     This reserve is not classified as restricted or as a liability in the
     accompanying Statement of Net Assets in Liquidation.

     During the fourth quarter of fiscal 2006 the Corporation finalized income
     tax audits from the New York State Department of Taxation for the fiscal
     years ended May 3, 2003, May 1, 2004, and April 30, 2005 and remitted
     payment to New York State during the first quarter of fiscal 2007. Also
     during the first quarter of fiscal 2007, the Corporation finalized and
     filed a federal carryback claim for the fiscal year ended April 29, 2006.
     As a result of the tax payments made to New York State and finalization of
     the federal carryback claim, the estimated income tax liability of $195,000
     as of April 29, 2006 was reduced to $132,000 as of July 29, 2006.

<PAGE>

                                                                   Page 10 of 15


                               GENESEE CORPORATION

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

     LIQUIDITY AND CAPITAL RESOURCES - JULY 29, 2006

     The accrued expenses and other liabilities line item decreased during the
     first quarter of fiscal 2007 due to cash expenditures of approximately
     $92,000. (See Note B to the accompanying consolidated financial
     statements).

     See also Note D to the accompanying financial statements that are
     incorporated herein by reference thereto.

     Forward Looking Statements

     This report contains forward-looking statements within the meaning of the
     federal securities laws. These forward-looking statements include estimates
     of the net assets of the Corporation in liquidation, statements about the
     amount and timing of the payment of additional and final liquidating
     distributions and statements about the Corporation's operating costs
     through final dissolution, including the additional wind-up costs, which
     will vary with the length of time it operates. The cautionary statements
     regarding estimates of net assets in liquidation set forth in the Notes to
     the accompanying financial statements that accompany this report are
     incorporated herein by reference. The forward-looking statements in this
     report are subject to a number of other significant risks and
     uncertainties, and there can be no assurance that the expectations
     reflected in those statements will be realized or achieved. Such risks and
     uncertainties include, without limitation, possible contingent liabilities
     and post-closing indemnification and other obligations arising from the
     sale of the Corporation's operating businesses and other assets; the risk
     that federal, state or local taxing authorities will audit the income,
     sales, use and/or other tax returns filed by the Corporation resulting in
     additional taxes being assessed against the Corporation; the risk that the
     Corporation may not be able to realize its current estimate of the net
     value of its assets; the risk that the Corporation may have underestimated
     the settlement expense of its obligations and liabilities, including
     without limitation, accrued compensation and tax liabilities; risks
     associated with the liquidation and dissolution of the Corporation,
     including without limitation, settlement of the Corporation's liabilities
     and obligations, costs, including professional fees, incurred in connection
     with carrying out the Plan of Liquidation and Dissolution and additional
     run-out expenses, discharge of contingent liabilities, reliance on sole
     director and sole officer and the risk of losing either, and the winding up
     and dissolution of the Corporation.

Item 4. Controls and Procedures

     The management of the Corporation is responsible for establishing and
     maintaining effective disclosure controls and procedures, as defined under
     Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934. As of July
     29, 2006, an evaluation was performed under the supervision and with the
     participation of management, including the Chief Executive Officer and
     Chief Financial Officer, of the effectiveness of the design and operation
     of the Corporation's disclosure controls and procedures. Based on that
     evaluation, management concluded that the Corporation's disclosure controls
     and procedures as of July 29, 2006 were effective in ensuring that
     information required to be disclosed in this Quarterly Report on Form 10-Q
     was recorded, processed, summarized, and reported within the time period
     required by the United States Securities and Exchange Commission's rules
     and forms.

     There has been no change in the Corporation's internal control over
     financial reporting that occurred during the most recent fiscal quarter
     that has materially affected, or is reasonably likely to affect, the
     Corporation's internal control over financial reporting.

<PAGE>

                                                                   Page 11 of 15


                               GENESEE CORPORATION

PART II. OTHER INFORMATION

Item 6. Exhibits - See Exhibit Index at Page 12 of this report.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        GENESEE CORPORATION


Date: September 8, 2006                 /s/ Steven M. Morse
                                        ----------------------------------------
                                        Steven M. Morse
                                        President, Treasurer, and Secretary

<PAGE>

                                                                   Page 12 of 15


                               GENESEE CORPORATION

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
 Number                             Exhibit                             Page No.
-------                             -------                             --------
<S>       <C>                                                           <C>
31.1      Officer Certification as required by Section 302 of the
          Sarbanes-Oxley Act of 2002.                                      13

31.2      Officer Certification as required by Section 302 of the
          Sarbanes-Oxley Act of 2002.                                      14

32        Officers' Certifications as required by Section 906 of the
          Sarbanes-Oxley Act of 2002.                                      15
</TABLE>