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EX-2 - EXHIBIT 16.1 - EV Charging USA, INCex_16-1.txt
EX-3 - EXHIBIT 23.1 - EV Charging USA, INCex_23-1.txt
EX-1 - EXHIBIT 2.1 - EV Charging USA, INCex_2-1.txt



                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 8-K/A

                                CURRENT REPORT

    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported):  January 26,  2010


                     GENESIS CAPITAL CORPORATION OF NEVADA
	    ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



            Nevada                  000-27831                   91-1947658
----------------------------	----------------	   -------------------
(State or other jurisdiction    (Commission File             (IRS Employer
     of incorporation)        	     Number)		   Identification No.)


    11415 NW 123 Lane,Reddick, Florida                             32686
 ----------------------------------------			----------
 (Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code: (718) 554-3652


   	     7340 North Highway 27, Suite 218,  Ocala, Florida 4482
	 -------------------------------------------------------------
         (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications  pursuant to Rule 425 under the Securities  Act  (17
    CFR 230.425)

[ ] Soliciting material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement  communications   pursuant  to  Rule  14d-2(b)  under  the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications   pursuant  to  Rule  13e-4(c)  under  the
    Exchange Act (17 CFR 240.13e-4(c))




This amended 8-K is being filed solely for the purpose of correcting Exhibit 2.1
hereto  which Exhibit  was inadvertently not the complete document as filed with
the original 8-K on February 2, 2010.



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

THE MERGER

      On  January  26,  2010,  Genesis  Capital Corporation of Nevada, a Nevada
Corporation  ("GENESIS"), Genesis Capital  Acquisition  Corp.,  a  wholly-owned
subsidiary of  Genesis  ("GENESIS  SUB"),  Milwaukee  Iron  Professional  Arena
Football,  LLC,  a  Wisconsin  limited  liability  company ("MIPAF"), Wisconsin
Professional  Arena  Football  Investment  LLC, a Wisconsin  limited  liability
company ("WPAFI") and Christopher Astrom, as  the sole owner of all of Genesis'
outstanding preferred stock (the "GENESIS PREFERRED SHAREHOLDERS") entered into
an  Agreement  and Plan of Merger (the "MERGER AGREEMENT")  pursuant  to  which
MIPAF and WPAFI  will  merge  with  and  into  Genesis  Sub,  with  Genesis Sub
continuing  as  the  surviving  corporation  in  the  Merger and a wholly-owned
subsidiary of Genesis (the "SURVIVING CORPORATION").  Genesis intends to change
its name to "Milwaukee Iron Arena Football Inc".

      The Merger Agreement is included as Exhibit 2.1 to  this  Current  Report
and  is  the  legal document that governs the merger transaction (the "MERGER")
and the other transactions contemplated by the Merger Agreement. The discussion
of the Merger Agreement  set  forth  herein  is  qualified  in  its entirety by
reference to Exhibit 2.1.

      As  a  result  of  the transaction and assuming no member of the  Company
elects dissenters' rights,  the  former  members  of MIPAF and WPAFI (MIPAF and
WPAFI  collectively,  the  "COMPANY") currently own approximately  99%  of  the
outstanding common stock of  Genesis  (before  adjusting  for any conversion or
exercise of any preferred stock into common stock of Genesis).

      As  soon as practicable after consummation of the Merger,  Genesis  shall
file with the  Securities  and  Exchange Commission (the "SEC")  a registration
statement  on  Form  S-1  (or  any successor  form  thereto)(the  "REGISTRATION
STATEMENT"), to register: (a) the  shares  underlying  the Genesis Series A and
Series  B  Preferred  Stock  if  such preferred stock has not  been  previously
redeemed, (b) 7500 shares owned by  Carl  Dilley  and/or his assigns (c) shares
issued in exchange for certain debt; and (d) any such  securities  that Genesis
deems  appropriate  (the  "OFFERING").   In  addition,  Genesis shall issue  to
Richard Astrom 14,333 Genesis Shares in full satisfaction  of that certain debt
incurred by the Company in the approximate amount of $43,000.00.

      Upon  effectiveness of the Registration Statement, Genesis  shall  redeem
(the "REDEMPTION") all of  Genesis' currently outstanding Series A and Series B
Preferred Stock  (collectively,  the  "PREFERRED  STOCK").   The purchase price
shall  be:  (a) $350,000 cash, and (b) 870,000 shares of common  stock,  to  be
registered in  the  Offering  pro  rata  to  any  shares  issued  by Genesis in
connection with this Transaction.  The use of proceeds from the funds raised in
the  Offering  shall  be  first  used to pay the purchase price and redeem  the
Preferred Stock.  At such time that the holder of said Preferred Stock receives
the purchase price, said Preferred  Stock  shall  be transferred to Genesis for
redemption  and  cancellation.   Christopher Astrom currently  holds  all  such
Preferred Stock; namely 5,000,000  shares  of the Series A and 5,000,000 shares
of Series B Preferred Stock.

      Also in connection with the Merger, the new directors and officers of the
Surviving Corporation currently consist of Andrew  Vallozzi  III  (Chairman and
CEO),   Jason  Clark  (director  and  Secretary),  Todd  Hansen  (director  and
Treasurer), Chris Rebholz (director) and Larry Schroeder (director).  Note that
in accordance  with  Section  7.4  of  the Merger Agreement, Richard Astrom and
Christopher Astrom shall remain the sole  officers  and  directors  of  Genesis
(Parent  Corporation)  until such time as the Preferred Stock has been redeemed
as described above.

      As of the date of this Report, the Company has issued and outstanding the
following securities: (i)10,048  shares  of common stock, (ii) 5,000,000 shares
of Series A Preferred Stock and (iii) 5,000,000  shares  of  Series B Preferred
Stock.

      The issuance of the shares of Common Stock to the Company  members in the
Merger will be made in reliance upon an exemption from registration  under  the
Securities  Act  of  1933,  as  amended  (the  "SECURITIES  ACT"),  pursuant to
Regulation  D  promulgated thereunder.  As such, the shares of Genesis'  common
stock  may not be  offered  or  sold  unless  they  are  registered  under  the
Securities Act (as contemplated by the Registration Statement), or an exemption
from the registration requirements of the Securities Act is available.

 ITEM 2.01 COMPLETION OF DISPOSITION OR ACQUISITION OF ASSETS.

      On January 26, 2010 the Merger referenced in Item 1.01 closed.  After the
Merger,  there  are now 29,064,381 shares of Genesis' common stock outstanding,
of which approximately  99%  are  held  by  the  former  members of the Company
(before  adjusting for any conversion or exercise of any Preferred  Stock  into
common stock  of  Genesis).   Prior  to the Merger, Genesis was a shell company
with no business operations.  As a result of the Merger, Genesis will no longer
be considered a shell company.

      Pursuant to Item 2.01(f) of Form  8-K,  the  information  that  would  be
required  if  Genesis were filing a general form for registration of securities
on Form 10 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT") upon consummation  of  the  transaction  follows.  The  information below
corresponds to the item numbers of Form 10 under the Exchange Act.

                          FORWARD LOOKING STATEMENTS

      The statements contained in this report that are not historical facts are
forward-looking statements that represent management's beliefs  and assumptions
based  on currently available information.  Forward-looking statements  include
all statements  that  are not historical facts and can be identified by the use
of forward-looking terminology  such as the words "believes," "intends," "may,"
"will," "should," "anticipates,"  "expects,"  "could,"  "plans,"  or comparable
terminology  or  by  discussions  of  strategy  or trends.  Although management
believes that the expectations reflected in such forward-looking statements are
reasonable,  Genesis cannot give any assurances that  these  expectations  will
prove to be correct.   Such  statements  by  their  nature  involve  risks  and
uncertainties  that  could  significantly  affect  expected results, and actual
future results could differ materially from those described  in  such  forward-
looking statements.

      Among  the  factors  that  could  cause  actual  future results to differ
materially are the risks and uncertainties discussed in  this report.  While it
is  not  possible to identify all factors, management continues  to  face  many
risks and  uncertainties  including, but not limited to, the ability of Genesis
or a target entity to meet the requirements to close any potential acquisition,
the  results of operations and  profitability  of  the  Genesis  following  the
acquisition  of  a  new  business  venture, the acceptance in the market of the
products or services offered by Genesis  following  an acquisition.  Should one
or more of these risks materialize, or should the underlying  assumptions prove
incorrect, actual results could differ materially from those expected.  Genesis
disclaims  any  intention  or  obligation  to  update  publicly or revise  such
statements whether as a result of new information, future events or otherwise.

      Except as otherwise indicated by the context, references  in this Current
Report on Form 8-K to "we," "us" and "our" are to the consolidated  business of
Genesis and the Company.

      ITEM 1.  BUSINESS

INTRODUCTION

      Genesis  was  incorporated  in Colorado 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.  For the past several years, it has  had no revenue
and has been a shell company.

      The  Company  (formed beginning in 2006) owns and operates the  Milwaukee
Iron (the "IRON"), a  member  team  of  the  Arena  Football  One ("AF1" or the
"LEAGUE"),  a  professional  arena  football league. The Milwaukee  Iron  is  a
professional arena football team based  in  Milwaukee  and  a charter member of
Arena  Football  One. The Iron play their home games at the Bradley  Center,  a
sports and entertainment venue in downtown Milwaukee.

      Arena football  is  played  in  an  indoor arena on a padded 50 yard long
football field using eight players on the field for each team. Most of the game
rules are similar to college or other professional  football  game  rules  with
certain exceptions intended to make the game faster and more exciting.

OVERVIEW

      The  Iron  began  play  in  2009  in the af2, which was the developmental
league of the now defunct Arena Football  League  (the  "AFL").   The Iron were
announced  as  an  af2  expansion  team in March 2008 when the team's ownership
group confirmed an agreement to play at the Bradley Center. The Iron signed the
three-year lease in August 2008 to begin play for the 2009 season. However, the
af2 ceased operations after the 2009 season.

      Thereafter the Iron became a member  team of the newly created AF1, whose
inaugural season begins in 2010.  Gary Compton  was  the  Head Coach in 2009, a
former member of the Milwaukee Mustangs of the AFL, as well  as  the  2001  AFL
Iron  Man  of  the Year.  His contract was not renewed for the 2010 season.  On
October 13, 2009,  the Iron named Green Bay Blizzard head coach, Bob Landsee as
the Iron's second head  coach.  The Green Bay Blizzard are a member team of the
Indoor Football League.

      With the return of  elite  level Arena Football to the city of Milwaukee,
the Iron need to continue to develop  a core fan, sponsorship and season ticket
holder base.  With limited marketing and  advertising  dollars  at our disposal
for  2010,  a  grass  roots-focused  campaign  must  be  implemented  utilizing
corporate  partnership opportunities and relationships for exposure.  Corporate
partnerships  will  include,  whenever  possible,  media  conversions  to  take
advantage  of  the  advertising  already  in place by those corporate partners.
Each and every decision made will be a cost-conscious  one  as we make the jump
to the elite level of the AF1.

      The  new  AF1  league  debuts in April 2010 in 15 communities,  including
seven cities that hosted teams  in the AFL.  AF1 in December 2009 purchased the
assets of the AFL in a deal approved by a judge overseeing the AFL's Chapter 11
bankruptcy proceedings.  The reported  $6.1  million  sale  included  all  team
names, logos, records, film and video libraries, and other assets from the AFL.


      AF1  is  a  mix of former AFL and af2 teams.  It will operate as a single
entity, with all players  and  coaches  considered league employees. The league
also hopes it will have lower costs with  centralized purchasing, insurance and
marketing.

STRATEGY

      Our strategy at the League level is to  participate through the operation
of the Iron and through our League ownership in  what  we  believe  will be the
continued  growth  of  the AF1 which in turn is expected to result in increased
revenue  to  us from: (i)  national  (League)  and  regional  (team)  broadcast
contracts, (ii)  national  League  sponsorship  contracts,  (iii)  the  sale of
additional team memberships in the League, and (iv) increased fan attendance at
AF1 games including Iron games, together with appreciation in the value of  the
Iron as an AF1 team.

      At  the  team  level,  our strategy is to increase fan attendance at Iron
home games, expand our advertising  and  sponsorship  base,  and  contract with
additional local and regional broadcasters to broadcast Iron games.

      We believe that fan attendance will increase based upon the game  winning
success (if any) of the Iron in the AF1 and by increasing media exposure.  Game
winning success requires the ongoing recruitment of superior players.  In order
to  recruit  players,  we employ a recruiting team which include our head coach
and Director of Player Personnel.   In  order  to  increase  media exposure and
expand  our  sponsorship base, we call upon the media, corporate  sponsors  and
other Milwaukee  area  organizations.   We  also  call upon local businesses to
solicit  advertising and sponsorship funds on behalf  of  the  Iron.   We  also
intend to  participate  in  a  number of charitable events during the year as a
part of a community relations and  recognition  program  and  maintain Internet
website www.mkeiron.com.  We may also employ part-time telemarketing  personnel
to assist in ticket sales.

      Our  strategy  also  includes  maintaining and building community support
for,  and  recognition  of,  the  team  as an  ongoing  valuable  entertainment
institution in the local Milwaukee area and throughout the state of Wisconsin.

HISTORY

      ARENA FOOTBALL LEAGUE

      The Arena Football League ("AFL") was  an indoor American football league
founded in 1987 by Jim Foster.  It was played  indoors  on a smaller field than
American  football,  resulting in a faster-paced and higher-scoring  game.  The
sport was invented in  the  early  1980s  and  patented  by  Foster,  a  former
executive  of  the  United  States  Football  League  and the National Football
League.  The AFL would play 22 seasons from 1987 to 2008  before  mounting debt
and financial losses caused the league's owners to cancel the 2009  season  and
develop a new long term economic strategy.

      On August 4, 2009, the AFL released a statement announcing that while the
league is not folding, it has suspended operations indefinitely.  Nevertheless,
several  of the AFL's creditors pressured the league into filing for Bankruptcy
and on August  7,  2009,  the  AFL  filed  for  Chapter  7  liquidation, though
converted on August 26, 2009 to a Chapter 11 reorganization.

      On November 25, 2009, all assets of the AFL were auctioned  off  to  AF1,
the  approved  stalking  horse  bidder  (i.e.,  an interested buyer chosen by a
bankrupt company to make an initial bid on its assets)  with  a starting bid of
$2.5 million.  At a hearing on December 7, 2009,  the U.S. Bankruptcy  Court in
Chicago approved the Order of Sale of AFL assets to AF1 for $6.1 million.

      Despite  the  AFL's financial challenges, it remained a popular spectator
sport.  The average attendance  in  the 1990s for AFL games were around 10,000-
11,000 per game , dropping below 10,000 thorough 2004, and above 12,000 through
2007.   Eleven  of  the  seventeen teams  in  operation  in  2007  had  average
attendance  figures over 13,000.   In  2008,  the  overall  attendance  average
increased to 12,957, with 8 teams exceeding 13,000 per game.[31]

      AF2

      AF2 ("AF2")  was the developmental league of the AFL founded in 1999.  It
played its first season  in  2000  and  ceased  operations  in  2009.  The  AF2
continued  to operate while the AFL had suspended operations.  However, because
of legal issues  regarding  the  dissolution  of   AFL,   AF2  was  effectively
disbanded in September 2009 when no team committed to playing in 2010.

      Because  the  AFL  had  ceased  2009  operations  and  later  ceased  all
operations  indefinitely,  the af2 board of directors began working to create a
new arena football league.   The  AFL  owned  a  majority  of  af2 and thus the
remaining  af2 owners were reluctant to fund operations and the league  because
of the uncertainty surrounding AFL's bankruptcy.

      Like most other minor sports leagues, the AF2 existed to develop football
players and also to help players adapt to the style and pace of arena football.
In addition,  the  AF2  was  similar  to  other minor leagues because AF2 teams
played in smaller cities and smaller venues. While the AFL was played in cities
like Los Angeles, New York City, Philadelphia,  Dallas,  and  Chicago,  the AF2
fielded  teams  in  cities  which  are  part  of metropolitan statistical areas
ranging in size from Milwaukee (with 1,739,497  residents)  to  Albany, Georgia
(with 164,000 residents).

      The  league's  teams were divided into two conferences, the American  and
National Conferences.  The  conferences  were  further  subdivided  into  three
divisions  each.  Each  division  represented  a region of the country in which
teams played. Unlike most sports leagues, the alignment of teams into divisions
was not even; in 2009, the Central division featured three teams while the West
featured  five  teams.  Teams  were  placed in divisions  based  on  geographic
rivalries to reduce travel costs as teams  played division opponents more often
than non-divisional opponents. Alignment was subject to change each year as new
teams joined the league and others dropped out.

      ARENA FOOTBALL ONE

      In September 2009, several parties, including members of the af2 board of
directors  and  former members of the AFL, joined  together  to  create  a  new
league, Arena Football One ("AF1"). AF1 is an entity independent of the AFL and
af2.  In December  2009, AF1 purchased the assets of the bankrupt AFL in a deal
approved by the Bankruptcy Court.

      AF1 was formed  with  15  teams:  existing teams from the AFL and af2, an
existing team from the American Indoor Football  Association,  and  several new
teams  or markets.   Despite the crossover from the AFL and af2, the league  is
an entirely  new entity and not a merger of the AFL and af2. The league's first
season will be  in  2010,  running  spring through summer like the AFL and af2.
The league will play by the same rules  the  AFL  and  af2  played  by in their
respective  final  seasons.   AF1  league  offices  are headquartered in Tulsa,
Oklahoma.  Its official website is arenafootballone.com.

      Following the suspension of the AFL's 2009 season,  af2  league officials
and owners began discussing the future of arena football and the  two  leagues.
With 50.1 percent ownership of af2, the AFL's bankruptcy and dissolution of the
league  technically included the dissolution of the af2.  Questions also  arose
regarding  payment  of  franchise  fees  and league dues to an entity which had
entered bankruptcy.  Uncertainty surrounded  the  league  immediately following
the 2009 season with no formal plan in place to continue.  Several teams folded
while others suspended operations pending a definitive plan.   The  league  was
formally considered disbanded on September 8, 2009, when no owner committed his
or her team to the league's eleventh season by that deadline.

      AF1  board  of  directors meetings continued throughout and after the af2
season to work on plans  for  a  new  league independent of AFL and af2.  Final
meetings were held on September 28, 2009, concluding with a press conference in
Tulsa announcing the league's formation.

      On November 11, 2009, the new league  announced its intention to purchase
the entire assets of the former AFL; the assets  included  the  team  names and
logos  of  all  former  AFL  and  af2  teams.  The assets were awarded to Arena
Football 1 on December 7, 2009, with a winning  bid  of  $6.1 million.  Current
AF1 teams were given the option of restoring historical names  to  their teams.
Of  those,  the  Chicago  Rush,  Tampa  Bay  Storm,  Orlando Predators, Arizona
Rattlers, Cleveland Gladiators, and Utah Blaze chose to  adopt their respective
AFL teams' identities.

      The AF1 organizational structure is substantially similar to that of af2.
The league owns the rights to the teams, players, and coaches.  Players will be
paid more than the $200 per game salary of af2 but less than the union-mandated
$1,800  per  game  AFL  salary. The cost of running a team is  expected  to  be
increased compared to af2.

      As of September 28,  2009,  16 charter franchises were announced for AF1,
with eleven more teams either submitting membership applications or considering
doing so.  Currently, there are 15 teams committed to play in the 2010 season.

      Divisional alignment was announced  on  January 12, 2010.  The league and
owners were considering the possibility of a two-tier  system with the top tier
featuring  the more popular, larger-market and larger-budget  teams  while  the
lower tier would  contain  the  smaller market teams with more limited budgets.
However  when  the alignment was announced,  the  teams  were  split  into  two
conferences, with each conference having two smaller geographical divisions.

2010 AF1 TEAMS






DIVISION        TEAM						CITY            ARENA        	     FOUNDED FIRST 	PREVIOUS
                                                                                                             AF1   	LEAGUE
                                                                                                             SEASON
--------------------------------------------------------------------------------------------------------------------------------

                                                        AMERICAN CONFERENCE

--------------------------------------------------------------------------------------------------------------------------------
SOUTH         	Alabama Vipers                                  Huntsville, AL	Von Braun Center     1999    2010    	af2
		------------------------------------------	--------------	-------------------- ------- ------	--------
  		Jacksonville Sharks                             Jacksonville, 	Jacksonville         2009    2010  	New for
                                                                Florida       	Veterans Memorial                  	2010
                                                                                Arena
		------------------------------------------	--------------	-------------------- ------- ------	--------
         	Orlando Predators                               Orlando,      	Amway Arena          1990    2010   	AFL
                                                                Florida
		------------------------------------------	--------------	-------------------- ------- ------	--------
         	Tampa Bay Storm                                 Tampa, Florida	St. Pete Times Forum 1987    2010    	AFL
--------------------------------------------------------------------------------------------------------------------------------

SOUTHWEST	Bossier-Shreveport Battle Wings                 Bossier City, 	CenturyTel Center    2000    2010    	af2
                                                                Louisiana
		------------------------------------------	--------------	-------------------- ------- ------	--------
		Dallas Vigilantes                               Dallas, Texas 	American Airlines    2002    2010    	AFL
                                                                                Center
		------------------------------------------	--------------	-------------------- ------- ------	--------
         	Oklahoma City Yard Dawgz                        Oklahoma City,	Cox Convention       2003    2010    	af2
                                                                Oklahoma      	Center
		------------------------------------------	--------------	-------------------- ------- ------	--------
         	Tulsa Talons                                    Tulsa,        	BOK Center           1999    2010    	af2
                                                                Oklahoma
--------------------------------------------------------------------------------------------------------------------------------

                                                        National Conference

--------------------------------------------------------------------------------------------------------------------------------
MIDWEST		Chicago Rushhttp://en.wikipedia.org/wiki/	Rosemont,     	Allstate Arena       2001    2010    	AFL
        	Arena_Football_1 -cite_note-osc-14              Illinois
		------------------------------------------	--------------	-------------------- ------- ------	--------
		Cleveland Gladiators                            Cleveland,    	Quicken Loans Arena  1997    2010    	AFL
                                                                Ohio
		------------------------------------------	--------------	-------------------- ------- ------	--------
        	Iowa Barnstormers                               Des Moines,   	Wells Fargo Arena    1995    2010    	af2
                                                                Iowa
		------------------------------------------	--------------	-------------------- ------- ------	--------
         	Milwaukee Iron                                  Milwaukee,    	Bradley Center       2008    2010    	af2
                                                                Wisconsin
--------------------------------------------------------------------------------------------------------------------------------
WEST		Arizona Rattlers                                Phoenix,      	US Airways Center    1991    2010    	AFL
                                                                Arizona
		------------------------------------------	--------------	-------------------- ------- ------	--------
		Spokane Shock                                   Spokane,      	Spokane Veterans     2005    2010    	af2
                                                                Washington    	Memorial Arena
		------------------------------------------	--------------	-------------------- ------- ------	--------
         	Utah Blaze                                      West Valley   	E Center             2008    2010   	AIFA
                                                                City, Utah
--------------------------------------------------------------------------------------------------------------------------------



RULES OF ARENA FOOTBALL

      Arena Football  is played in an indoor arena on a field which consists of
a padded surface 85 feet  wide and 50 yards long with eight-yard end zones. The
endzone goalposts are nine  feet wide with a cross-bar height of 15 feet. Eight
feet above each endzone are goal-side rebound nets which are 30 feet wide by 32
feet high.

      There are eight players  on  the  field for each team as part of a 20-man
active roster. Players play both offense  and defense with the exception of the
kicker, quarterback, an offensive specialist,  two  defensive specialists and a
kick returner.

      The game is played using an NFL-size football in  four 15-minute quarters
with  a  15-minute halftime. The game clock stops for out of  bounds  plays  or
incomplete  passes  only  in  the  last minute of each half, when necessary for
penalties, injuries and time-outs or  following  points after touchdowns, field
goals and safeties. Accordingly, the average AFL football  game  is  played  in
approximately  two  hours  and 25 minutes compared to approximately three hours
and five minutes for an NFL game.

      Four downs are allowed  to advance the ball ten yards for a first down or
to score. Scoring consists of six  points  for  a  touchdown,  one  point for a
conversion  by  placekicking after a touchdown, two points for a conversion  by
dropkick and two  points  for a successful run or pass after a touchdown. Three
points are awarded for a field  goal  by  placement  or four points for a field
goal by dropkick, with two points for a safety. Punting  is  illegal. On fourth
down  a team may attempt a first down, touchdown or field goal.  The  receiving
team may  field  any kickoff or missed field goal that rebounds off the rebound
nets.

      Although passing  rules for the AF1 are similar to outdoor NCAA football,
a unique exception involves  the rebound nets. A forward pass that rebounds off
a rebound net is a live ball and  is  in  play  until  it  touches  the playing
surface.

      Overtime  periods  are  15  minutes  during  the  regular  season and the
playoffs. Each team has one possession to score.  If, after each team  has  had
one  possession  and  one team is ahead, that team wins.  If the teams are tied
after each has had a possession, the next team to score wins.

REGULAR SEASON AND PLAYOFFS

      The regular AF1 season  extends from April through August, with each team
playing a total of 16 games against  teams  from both conferences.  Half of the
games are played at home, and half are played  away.  At the end of the regular
season, the four division champions, plus the four  teams  with  the  next best
records,  qualify  for  the  AF1  playoffs  to  determine  the AF1's Arena Bowl
champion for that season.  Each playoff round is played in the  home  arena  of
the team with the best winning record.

GATE RECEIPTS, AF1 ASSESSMENTS AND DISTRIBUTIONS

      AF1 teams are entitled to keep all gate receipts from regular season home
games  and playoff home games. Teams do not receive any gate receipts from away
games except  that visiting teams are reimbursed for hotel expenses by the home
team. Each team  is required to pay an annual assessment for management fees to
the AF1 which is generally  equal  to  the  team's share of the League's annual
operating costs.

AF1 LICENSING

      The AF1 operates a League licensing program on behalf of its teams. Under
the program, product manufacturers sign agreements  allowing  them  to  use the
names  and  logos  of  all  AF1  teams, the AF1 itself and AF1's special events
(including playoffs and the Arena  Bowl)  in exchange for royalty and guarantee
payments.

LEAGUE GOVERNANCE

      The AF1 is generally responsible for regulating the conduct of its member
teams.  It establishes the regular season and  playoff  schedules of the teams,
and  negotiates,  on behalf of its members, the League's national  and  network
broadcast contracts.  Each of the AF1's members is, in general, liable on a pro
rata basis for the AF1's liabilities and obligations and shares pro rata in its
profits.

      The AF1 is governed  by  a  Board  of  Directors,  which  consists of one
representative  from  each  team.  The  Board  of  Directors  selects  the  AF1
Commissioner,   who   administers  the  daily  affairs  of  the  AF1  including
interpretation of playing  rules  and  arbitration  of  conflicts  among member
teams.   The  Commissioner  also  has  the power to impose sanctions, including
fines and suspensions, for violations of  League  rules.   Jerry  Kurz  is  the
Commissioner  of  the  AF1.   We  believe  we are in compliance with all League
rules.

CURRENT OPERATIONS

      We  derive  substantially  all of our revenue  from  the  arena  football
operations of the Iron in the af2  for the year ended September 30, 2009 and in
the AF1 thereafter.  This revenue is  primarily  generated from (i) the sale of
tickets to the Iron home games, (ii) the sale of advertising  and promotions to
team  sponsors, (iii) the sale of local and regional broadcast rights  to  Iron
games, (iv) our share of AF1 media contracts, membership fees paid by expansion
teams and  League licensing sales, and (v) the sale of merchandise carrying the
Iron logos.

      Ticket Sales. The Iron played nine home games and eight away games during
the 2009 af2  regular season. Under the af2 Bylaws, we receive all revenue from
the sale of tickets  to  regular season home games and no revenue from the sale
of tickets to regular season away games.

      The  Iron  play  all home  games  at  the  Bradley  Center,  which  holds
approximately 17,000 spectators,  but  the Iron are projecting to use the lower
level only in 2010 which holds approximately  8,000  spectators.  Ticket prices
for  regular  season home games during the 2009 season at  the  Bradley  Center
ranged from $11  to  $90  per  game.  The  following  table  sets forth certain
information  relating to our regular season revenue generated by  the  sale  of
tickets for the 2009 and 2010 season:


Season  	Number of   Average per  Average Paid	Average Ticket
      		Season	    Game Paid	 Ticket Price	Revenue per Game
		Tickets	    Attendance

2009      	898         ?   	 $              $
2010     	937         N/A    	 N/A           N/A





                         2010 REGULAR SEASON SCHEDULE
                                MILWAUKEE IRON




DAY     	DATE      	OPPONENT              	LOCATION                           	TIME
--------	----------	----------------------	-----------------------------------	------
Friday  	April 2   	@ Spokane Shock       	Spokane Arena - Spokane, Wa        	9:00PM
Fri/Sat 	April 9/10	Bye
Friday  	April 16 	Iowa Barnstormers     	Bradley Center                     	7:30PM
Saturday	April 24  	Tampa Bay Storm       	Bradley Center                     	7:00PM
Saturday	May 1     	@ Alabama Vipers      	Vbc Arena - Huntsville, Al         	7:30PM
Friday 		May 7     	Chicago Rush          	Bradley Center                     	7:30PM
Friday  	May 14    	Utah Thunder         	Bradley Center                    	7:30PM
Friday  	May 21    	@ Orlando Predators   	Amway Arena - Orlando, Fl          	6:30PM
Saturday	May 29    	Dallas Desperados     	Bradley Center                     	7:00PM
Saturday	June 5    	@ Arizona Rattlers    	Us Airways Center - Phoenix, Az    	9:30PM
Saturday	June 12   	Cleveland Gladiators  	Bradley Center                     	7:00PM
Saturday	June 19   	@ Chicago Rush        	All-State Arena - Rosemont, Il     	7:00PM
Saturday	June 26   	Spokane Shock         	Bradley Center                     	7:00PM
Saturday	July 3    	@ UtahThunder         	Energy Solutions Arena -           	7:00PM
                                        		Salt Lake City, Ut
Fri/Sat 	July 9/10 	Bye
Saturday	July 17   	Orlando Predators     	Bradley Center                     	7:00PM
Saturday	July 24   	@ Iowa Barnstormers   	Wells Fargo Arena - Des Moines, Ia 	7:00PM
Saturday	July 31   	@ Cleveland Gladiators	Quicken Loans Arena - Cleveland, Oh	6:00PM





                            2010 PLAYOFFS SCHEDULE
                              ARENA FOOTBALL ONE



DAY     	DATE      	OPPONENT              	LOCATION        TIME
-----------	----------	----------------------	------------	------
Fri/Sat    	August 6/7     	Quarterfinal Playoffs	Highest Seed	TBD
Fri/Sat    	August 13/14   	Semifinal Playoffs   	Highest Seed	TBD
Fri/Sat/Sun	August 20/21/22	Championship         	Highest Seed	TBD




      Advertising  and  Promotion.   We  generate  revenue  from  the  sale  of
advertising  displayed  on  signs  located  throughout  the  Bradley Center and
through  other  promotions utilizing the Iron name or logos.  In  addition,  we
market team sponsorships  to  local  and  regional  businesses  which provide a
combination   of   advertising   rights,  promotional  rights  and  VIP  ticket
privileges.  Advertising rights include  the  use of corporate logos within the
arenas,  commercials  on  radio  and television, advertisements  in  magazines,
display of the sponsor's name throughout  the  Bradley  Center,  public address
announcements,  the inclusion of customer names on team posters and  the  like.
Promotional rights  include  banners  displayed  throughout the Bradley Center,
availability of blocks of seats for specific games, the use of the team's logos
and  autographed  helmets.   VIP  privileges  include  high   priority  seating
selections, parking passes, VIP room passes and travel packages,  which include
attendance at team away games.

      Local  and  Regional Television and Cable.  Our television contract  with
the Time Warner Cable  Network  does  not  generate  revenue to us, but it does
provide  us  with  invaluable  media exposure to potential  fans  and  business
partners.

      Sale of Merchandise.  We generate  revenue  from  the sale of merchandise
carrying the Iron logos (primarily athletic clothing such  as  sweatshirts,  T-
shirts, jackets and caps) at the arenas and at our corporate offices.

      Telemarketing.   We use telemarketing techniques to improve ticket sales.

      Performance.  For the 2009 season in the af2, the Iron's record was 5-11,
placing them in 5th place in their division.


COACHING STAFF

      Former Head Coach.

      Gary Compton was the Head Coach in 2009, a former member of the Milwaukee
Mustangs  of  the  AFL,  as  well  as  the  2001 AFL Iron Man of the Year.  His
contract was not renewed for the 2010 season.

      Current Head Coach.

      Bob Landsee was named head coach of the  Milwaukee  Iron  in  October  of
2009.   Prior to coming to Milwaukee, Coach Landsee was the head coach of Arena
Football's  Green  Bay  Blizzard  in the af2 for four seasons, from 2005-06 and
2008-09. The Blizzard went 45-28 in  Landsee's  tenure,  which included playoff
appearances  in  all  four  years  that  resulted  in  a  trip to the  American
Conference  finals in 2009 and the af2's championship game,  ArenaCup  VII,  in
2006.

      A University  of Wisconsin alum, Landsee was selected by the Philadelphia
Eagles in the sixth round  (149th  overall)  of  the  1986  NFL Draft, where he
played  for  three  seasons after being named an All-American and  All-Big  Ten
guard for the Badgers.

      Following his playing  career,  Landsee  made  his  professional coaching
debut  in  the  Arena  Football  League  as  the offensive line coach  for  the
Milwaukee  Mustangs  from  1999-2001 before similar  stints  with  the  Toronto
Phantoms and Indiana Firebirds.  Landsee  still holds strong ties to the NFL as
president of the Madison, WI chapter of the NFL Alumni.

      Other Coaches.

      Mark Stoute - Assistant Head Coach and Director of Player Personnel.
      Cedric Walker - Defensive Coordinator.
      John Laske - Equipment Manager.


PLAYERS

      In general, the rules of the AF1 permit  each  team to maintain an active
roster of 22 players during the regular season.

THE COLLECTIVE BARGAINING AGREEMENT

      Unlike  its  predecessor,  the AFL, the AF1 does not  have  a  collective
bargaining agreement with its players.

BRADLEY CENTER

      The Iron have played in the  Bradley Center, which has a seating capacity
of approximately 17,000, since 2009.   In August 2008, the Iron signed a three-
year lease with the Bradley Center commencing in the 2009 season.  The Iron are
in the second year of that lease that calls  for a base rent of $8500 per game.
Included in the lease are two escalator clauses  for  attendance: when the Iron
draw over 2500 paid spectators per game an additional $2,500  is  added  to the
base  rent and when the Iron draw over 5000 spectators per game a second $2,500
is added  to  the  base  rent.   New  to the 2010 season a financial penalty of
$1000, in addition to the base rent, that  is  payable to the Bradley Center if
less than 5000 spectators attend a single home game.   Furthermore, the Bradley
Center shall purchase and offer for sale a line of AF1 merchandise at Iron home
games and shall pay the Iron a twenty percent (20%) commission on any such net-
of-tax gross sales in excess of $1,000 per game.  The Iron  must  also  have  a
$25,000  security deposit in place with the Bradley Center.  The Bradley Center
is located at 1001 North 4th Street, Milwaukee, WI 53203.

COMPETITION

      The Iron compete for sports entertainment dollars with other professional
sports  teams   and   with   college   teams   and  with  other  sports-related
entertainment.  During  portions  of  the  AF1 season,  the  Iron  compete  for
attendance  and  fan  support with a professional  basketball  team  (Milwaukee
Bucks) and a professional  hockey  team  (Milwaukee  Admirals) in Milwaukee and
with other professional hockey, basketball, baseball and  other sports teams in
other  parts of Wisconsin.  In addition, the colleges and universities  in  the
Milwaukee  area,  as well as public and private secondary schools, offer a full
schedule of athletic  events  throughout  the  year.  The Iron also compete for
attendance and advertising revenue with a wide range of other entertainment and
recreational  activities available in the Milwaukee area,  including  festivals
and concerts.   On a broader scale, AF1 teams compete with other football teams
including those fielded  by  high  schools  and  colleges,  the Indoor Football
League,  the  National  Football  League,  the  Canadian  Football League,  the
American Indoor Football Association and others.

EMPLOYEES

      In  addition  to  its  active  football  players, the teams  employ  four
football personnel and seventeen front office/non-football  personnel.   During
the  AF1 season, the team also uses volunteer part-time employees from time  to
time.

INTELLECTUAL PROPERTY

      We  own the intellectual property related to the "Iron" team name and all
related branding  elements,  including  logos and colors and related trademarks
and  service marks, and all proprietary intellectual  property,  including  web
site and  all  ancillary  information,  including  player  and  team  operating
information.

      The  Company  currently  owns Franchise Rights to use the Milwaukee  Iron
Professional Arena Football Team.

      ITEM 1A. RISK FACTORS

WE HAVE A HISTORY OF LOSSES AND  OUR  ACCOUNTANTS  EXPRESSED  DOUBTS  ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

      As of September 30, 2009, we have not yet achieved profitable operations.
We  have  accumulated  losses  of $1,157,867 since inception, a working capital
deficiency of $582,742 and we expect to incur further losses in the development
of our business, all of which, according  to our accountants, casts substantial
doubt about our ability to continue as a going concern.  Our ability to achieve
and maintain profitability and positive cash flow will depend on the success of
the business of  the Company following the acquisition.

WE COMPETE FOR SPORT ENTERTAINMENT DOLLARS  WITH OTHER SPORTS AND ENTERTAINMENT
VENUES.

      The Iron compete for sports entertainment dollars with other professional
sports   teams   and   with  college  teams  and  with   other   sports-related
entertainment.  During portions  of  the  AF1  season,  the  Iron  compete  for
attendance and fan  support  with  a  professional  basketball  team (Milwaukee
Bucks)  and  a  professional hockey team (Milwaukee Admirals) in Milwaukee  and
with other professional  hockey, basketball, baseball and other sports teams in
other parts of Wisconsin.   In  addition,  the colleges and universities in the
Milwaukee area, as well as public and private  secondary  schools, offer a full
schedule  of  athletic  events throughout the year. The Iron also  compete  for
attendance and advertising revenue with a wide range of other entertainment and
recreational activities available  in  the  Milwaukee area, including festivals
and concerts.  On a broader scale, AF1 teams  compete with other football teams
including  those  fielded  by high schools and colleges,  the  Indoor  Football
League,  the  National Football  League,  the  Canadian  Football  League,  the
American Indoor Football Association and others.

WE ARE SUBJECT  TO  AF1  LEAGUE OBLIGATIONS AND THE SUCCESS OF OTHER AF1 MEMBER
TEAMS.

      Our Franchise/Membership  agreement with the AF1 impose obligations on us
with respect to our operations.  The success of the AF1 and its members depends
in part on the competitiveness of  the  teams  in  the AF1 and their ability to
maintain  fiscally  sound  operations.   Certain  AF1  teams  have  encountered
financial difficulties in the past, and there can be no  assurance that the AF1
and  its  teams  will  continue to operate.  If the AF1 is unable  to  continue
operations, the Iron and  the  other  teams  forming the AF1 would be unable to
continue their own operations.  In addition, the  Iron  and their personnel are
bound by a number of rules, regulations and agreements imposed upon them by the
Af1. Any change in these rules, regulations and agreements will be binding upon
our  teams  and  their personnel, regardless of whether they  agree  with  such
changes, and it is possible that any such change could adversely affect them.

WE WILL BE SUBJECT TO INCREASED COMPETITION AS A RESULT OF AF1 EXPANSION.

      The AF1 intends  to  add  additional  teams  in  the  future.  While such
expansion  affords  the  AF1  the opportunity to enter new markets and increase
revenue, it also increases the  competition  for  talented  players  among  AF1
teams. Expansion teams are permitted to select in an expansion draft designated
unprotected  players  playing for existing AF1 teams. There can be no assurance
that the Iron will be able  to  retain  all of the team's key players during an
expansion draft or that the rules regarding the expansion draft will not change
to the detriment of the Iron.

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE  WHICH  COULD DILUTE THE OWNERSHIP
OF  CURRENT  STOCKHOLDERS OR MAKE OUR CASH FLOW VULNERABLE  TO  DEBT  REPAYMENT
REQUIREMENTS.

      Historically,  we  have  raised  equity  and  debt capital to support our
operations.  To  the extent that we raise additional equity  capital,  existing
stockholders will  experience  a  dilution in the voting power and ownership of
their  common  stock, and earnings per  share,  if  any,  would  be  negatively
impacted. Our inability  to use our equity securities to finance our operations
could materially limit our  growth.   Any borrowings made to finance operations
could  make  us  more vulnerable to a downturn  in  our  operating  results,  a
downturn in economic  conditions,  or increases in interest rates on borrowings
that  are  subject  to  interest rate fluctuations.   If  our  cash  flow  from
operations is insufficient  to  meet our debt service requirements, we could be
required to sell additional equity  securities,  refinance  our obligations, or
dispose of assets in order to meet debt service requirements.  There  can be no
assurance  that  any  financing will be available to us when needed or will  be
available on terms acceptable to us. Our failure to obtain sufficient financing
on favorable terms and  conditions  could have a material adverse effect on our
growth  prospects  and  our  business,  financial   condition  and  results  of
operations.

WE DEPEND UPON OUR COMPETITIVE SUCCESS FOR TICKET AND MERCHANDISE SALES.

      Our financial results depend in part upon the Iron achieving game winning
success in the AF1.  By achieving and maintaining such success, the Iron expect
to:  (a)  generate  greater  fan  enthusiasm, resulting in  higher  ticket  and
merchandise sales throughout the regular season and (b) capture a greater share
of local television and radio audiences.   Failure  to  participate  in the AF1
playoffs  would  deprive  the teams of additional revenue that may result  from
sales of tickets for home playoff  games and from media contracts.  Revenue is,
therefore, significantly adversely affected by a poor game winning performance,
especially involving losses of home  games.  The  Iron  win-loss record for the
2009 season in the af2 was five wins and eleven losses.

WE DEPEND UPON ATTRACTING TALENTED PLAYERS TO ACHIEVE GAME WINNING SUCCESS.

      The  success  of the Iron depends, in part, upon the  team's  ability  to
attract and retain talented  players.  The Iron compete with other AF1 teams as
well as teams fielded by the National Football League and the Canadian Football
League, among others, for available players.   There  can  be no assurance that
the Iron will be able to retain players upon expiration of their  contracts  or
obtain  new  players  of  adequate  talent to replace players who retire or are
injured, traded or released.  Even if  the  Iron  are able to obtain and retain
players who have had previously successful football  careers,  there  can be no
assurance of the quality of their future performance.

OUR  PLAYERS'  SALARIES  MAY  INCREASE  IN  THE  FUTURE, THEREBY INCREASING OUR
OPERATING EXPENSES.

      Although our player salaries are low compared  to salaries currently paid
by  other  professional sports teams, there can be no assurance  that  salaries
payable by us will not increase significantly in the future, thereby increasing
our operating  expenses  and  adversely  affecting  our financial condition and
results of operations.

FOOTBALL INJURIES COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

      Player contracts entitle players to receive their  salary  even if unable
to  play  as  a  result  of  injuries  sustained  from  arena  football-related
activities  during  the  course  of employment.  Although we carry occupational
health, accidental death and disability  insurance  on our players, we must pay
deductible portions of the insurance.  Payment of insurance premiums, insurance
deductibles and salary payments that must be made directly  to  injured players
could  have  an  adverse  effect  upon  our financial condition and results  of
operations.

OUR CASH FLOW IS SEASONAL, LIMITING OUR CASH RESOURCES.

      The arena football season begins in  April  and  ends  in  August.   As a
result, we realize a significant portion of our revenue and incur a significant
portion  of  our  expenses during that period. This seasonality can create cash
flow difficulties for us outside the AF1 season.

WE MAY ISSUE PREFERRED STOCK, WHICH COULD PREVENT A CHANGE IN OUR CONTROL.

      Our Articles  of  Incorporation authorize the issuance of preferred stock
with such rights and preferences  as may be determined from time to time by our
Board of Directors.  Accordingly, under  the  Articles  of  Incorporation,  the
Board  of  Directors,  without  shareholder approval, may issue preferred stock
with dividend, liquidation, conversion, voting, redemption or other rights that
could adversely affect the voting  power  or other rights of the holders of our
common stock.  The issuance of any shares of  preferred  stock,  having  rights
superior  to  our common stock, may result in a decrease in the value or market
price of our common  stock  and could prevent a change in our control.  We have
no other anti-takeover provisions  in  our Articles of Incorporation or Bylaws.
Holders of the preferred stock may also  have  the  right to receive dividends,
certain preferences in liquidation and conversion rights.

UNTIL REDEMPTION OF THE PREFERRED STOCK, ONE HOLDER OF  OUR SERIES A AND SERIES
B PREFERRED STOCK ELECTS ALL OF OUR DIRECTORS AND CONTROLS OUR OPERATIONS.

      We  have  issued  a total of 5 million shares of our Series  A  Preferred
Stock  and  5 million shares  of  Series  B  Preferred  Stock  to  one  person,
Christopher Astrom.  Each share of Series A 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 $500.00 per share.  Each
share of Series B 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 $500.00 per share.  Accordingly, Mr. Astrom can
elect all of our directors and control our operations.

      However,  Genesis  is  obligated  to redeem and cancel the Series  A  and
Series B Preferred Stock upon effectiveness  of  the  Registration Statement in
connection with the Offering to be conducted after Closing of the Merger.

WE DO NOT PAY DIVIDENDS ON OUR COMMON STOCK.

      We have not paid any dividends on our common stock  since  our  inception
and  do  not anticipate paying dividends in the foreseeable future. We plan  to
retain earnings,  if  any,  to  finance  the  development  and expansion of our
business.

TRADING  IN GENESIS COMMON STOCK OVER THE LAST 12 MONTHS HAS  BEEN  LIMITED  SO
INVESTORS  MAY  NOT  BE  ABLE  TO  SELL AS MANY OF THEIR SHARES AS THEY WANT AT
PREVAILING PRICES.

      Shares of Genesis are traded on  the  Over  The  Counter  Bulletin  Board
("OTCBB")  under  the  symbol  "GCNV.OB".  If limited trading in Genesis Common
Stock  continues, it may be difficult  for  shareholders  to  sell  the  Shares
acquired  by  them  in  the  Merger  in  the public market at any given time at
prevailing  prices.  Also, the sale of a large  block  of  Common  Stock  could
depress the market price of our Common Stock to a greater degree than a company
that typically has a higher volume of trading of its securities.

THE LIMITED PUBLIC  TRADING  MARKET MAY CAUSE VOLATILITY IN THE COMPANY'S STOCK
PRICE.

      The quotation of Genesis Common Stock on the OTCBB does not assure that a
meaningful, consistent and liquid  trading  market  currently  exists,  and  in
recent  years such market has experienced extreme price and volume fluctuations
that have  particularly  affected  the  market prices of many smaller companies
like  us.   Our Common Stock is thus subject  to  this  volatility.   Sales  of
substantial amounts  of  our  Common  Stock,  or the perception that such sales
might occur, could adversely affect prevailing  market  prices  of  our  Common
Stock.

PENNY STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY ON THE
COMPANY'S SECURITIES.

      The SEC has adopted regulations which generally define a "penny stock" to
be  any equity security that has a market price (as defined) of less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain
exceptions.   As a result, Genesis Common Stock is subject to rules that impose
additional  sales   practice  requirements  on  broker-dealers  who  sell  such
securities to persons other than established customers and accredited investors
(generally those with  net  worth  in  excess  of  $1,000,000  or annual income
exceeding $200,000, or $300,000 together with their spouse).  For  transactions
covered  by  these  rules,  the  broker-dealer  must make a special suitability
determination  for  the  purchase  of such securities  and  have  received  the
purchaser's  written  consent  to  the  transaction   prior  to  the  purchase.
Additionally, for any transaction involving a penny stock,  unless  exempt, the
rules  require  the  delivery,  prior  to the transaction, of a risk disclosure
document mandated by the SEC relating to  the  penny stock market.  The broker-
dealer must also disclose the commission payable  to both the broker-dealer and
the registered representative, current quotations for  the  securities  and, if
the  broker-dealer  is  the  sole market maker, the broker-dealer must disclose
this fact and the broker-dealer's  presumed  control over the market.  Finally,
monthly statements must be sent disclosing recent  price  information  for  the
penny  stock held in the account and information on the limited market in penny
stocks.   Consequently,  the  "penny  stock"  rules may restrict the ability of
broker-dealers  to  sell  Genesis  securities and may  affect  the  ability  of
shareholders to sell the Genesis securities  in  the  secondary  market and the
price at which such purchasers can sell any such securities.

      Stockholders should be aware that, according to the SEC, the  market  for
penny  stocks  has  suffered  in recent years from patterns of fraud and abuse.
Such patterns include:

   -  Control of the market  for  the  security  by  one  or a few broker-
      dealers that are often related to the promoter or issuer;
   -  }Manipulation of prices through prearranged matching of purchases and
      sales and false and misleading press releases;
   -  "Boiler  room" practices involving high pressure sales  tactics  and
      unrealistic price projections by inexperienced sales persons;
   -  Excessive  and  undisclosed  bid-ask  differentials  and  markups by
      selling broker-dealers; and
   -  The  wholesale  dumping  of  the  same  securities  by promoters and
      broker-dealers  after  prices  have been manipulated to a desired  level,
      along  with  the inevitable collapse  of  those  prices  with  consequent
      investor losses.

Our management is aware  of  the  abuses that have occurred historically in the
penny stock market.

      ITEM 2. FINANCIAL INFORMATION

Management's Discussion And Analysis  Of  Financial  Condition  And  Results Of
Operations

      The  following  discussion  relates  to  the Company's operations through
September 30, 2009.  For information related to Genesis operations prior to the
merger transaction, please see Genesis' Annual Report on Form 10-K for the year
ended December 31, 2008 and all other reports filed  with  the  Securities  and
Exchange Commission.

      PLAN OF OPERATIONS

      We  own and operate the Milwaukee Iron (the "IRON"), a member team of the
Arena Football  One  ("AF1"  or  the  "LEAGUE"),  a professional arena football
league.  The  Milwaukee Iron is a professional arena  football  team  based  in
Milwaukee and a  charter member of Arena Football One. The Iron play their home
games at the Bradley  Center,  a  sports  and  entertainment  venue in downtown
Milwaukee.

      As of September 30, 2009, we have not yet achieved profitable operations.
We  have  accumulated  losses of $1,157,867 since inception, a working  capital
deficiency of $582,742 and we expect to incur further losses in the development
of our business, all of  which, according to our accountants, casts substantial
doubt about our ability to  continue  as  a  going  concern.   Our  ability  to
continue  as  a  going concern is dependent upon our ability to generate future
profitable operations  and/or  to  obtain  the  necessary financing to meet our
obligations and repay our liabilities arising from  normal  business operations
when  they  come  due.  We intend to seek additional funds by equity  financing
through the Offering  and/or  related  party  advances,  however  there  is  no
assurance  of  additional funding being available.  As of September 30, 2009 we
had cash and cash equivalents of $36,544.

      Our strategy  at the League level is to participate through the operation
of the Iron and through  our  League  ownership  in what we believe will be the
continued growth of the AF1 which in turn is expected  to  result  in increased
revenue  to  us  from:  (i)  national  (League)  and  regional (team) broadcast
contracts,  (ii)  national  League sponsorship contracts,  (iii)  the  sale  of
additional team memberships in the League, and (iv) increased fan attendance at
AF1 games including Iron games,  together with appreciation in the value of the
Iron as an AF1 team.

      At the team level, our strategy  is  to  increase  fan attendance at Iron
home  games,  expand  our advertising and sponsorship base, and  contract  with
additional local and regional broadcasters to broadcast Iron games.

      We believe that fan  attendance will increase based upon the game winning
success (if any) of the Iron in the AF1 and by increasing media exposure.  Game
winning success requires the ongoing recruitment of superior players.  In order
to recruit players, we employ  a  recruiting  team which include our head coach
and  Director of Player Personnel.  In order to  increase  media  exposure  and
expand  our  sponsorship  base,  we call upon the media, corporate sponsors and
other Milwaukee area organizations.   We  also  call  upon  local businesses to
solicit  advertising  and  sponsorship  funds on behalf of the Iron.   We  also
intend to participate in a number of charitable  events  during  the  year as a
part  of  a  community  relations and recognition program and maintain Internet
website www.mkeiron.com.   We may also employ part-time telemarketing personnel
to assist in ticket sales.

      Our strategy also includes  maintaining  and  building  community support
for,  and  recognition  of,  the  team  as  an  ongoing  valuable entertainment
institution in the local Milwaukee area and throughout the state of Wisconsin.

      FINANCIAL OVERVIEW

The  following  is  a  detailed  profit  and loss statement for  the  operating
segments. There were no inter-segment revenues.




			 		three months ended 	three months ended 	twelve months ended 	twelve months ended
					September 30, 2009	September 30, 2008	September 30, 2009	September 30, 2008
					------------------	------------------	-------------------	-------------------
Revenue
  Tickets	                    		   370,214 	                 - 	            370,214 	                  -
  Sponsorship	                   		   137,452 	                 - 	            137,452 	                  -
  Merchandising	                        	     4,390 	                 - 	              4,390 	                  -
	Other	                        	     5,355 	                 - 	              5,355 	                  -
	Total Revenue	                    	   517,411 	                 - 	            517,411 	                  -

Cost of Sales
   Football team operations	                   488,582 		   488,582 	                  -
   Game operations	                    	   253,489 		   253,489 	                  -
   Sponsorships	                    		   170,901 		   170,901 	                  -
   Tickets	                      		    82,412 	                 - 	             82,412 	                  -
					------------------	------------------	-------------------	-------------------
	Total cost of revenues	                   995,384 	                 - 	            995,384 	                  -

Gross Profit	                  		  (477,972)	                 - 	           (477,972)	                  -

Operating expenses
   Selling, general and administrative	           566,379 	                 - 	            585,129
   Depreciation and amortization	            23,799 	             6,429 	             50,585 	             43,421
					------------------	------------------	-------------------	-------------------
	Total operating expenses	           590,178 	             6,429 	            635,714 	             43,421
					------------------	------------------	-------------------	-------------------

Net Operating Loss	 		$       (1,068,150)	$           (6,429)	$        (1,113,686)	$           (43,421)
					==================	==================	===================	===================






      The Company's credit facilities consist  of a revolving line of credit of
up to $350,000. At the end of the 2009 fiscal year,  there  was  a  balance  of
$150,000  outstanding  on  the revolving line of credit (the "Revolving Loan").
The Revolving Loan bears interest  at varying rates that fluctuate based on the
prime rate plus one percentage point,  with  the  rate  not  falling  below six
percent.  The  rate  is  set  at  six  percent until the lender changes it. The
Revolving Loan is due and payable in full  on  December 28,  2009  and requires
monthly interest payments. The Company also has two unused letters of credit of
$183,000 outstanding as of September 30, 2009.

      The Company had issued a note payable to a member during the last  fiscal
year  totaling  $60,000  as  of  September  30, 2009. This obligation is due on
demand and does not accrue interest.

      As of September 30, 2009, the Company owed the President of the Company a
total of $10,000 for expenses paid on behalf  of  the  company. The obligations
are  included  in  the  accompanying financial statements as  Notes  payable  -
related parties.

      Letters of Credit:  In  October  and  November  of  2008, The Company was
granted  two  letters  of  credit  in  the  amounts  of  $100,000 and  $83,000,
respectively. These letters of credit expire in October and  November  of 2010,
subject   to   automatic   renewal  unless  notified  within  45  or  90  days,
respectively.  Each letter of  credit,  if  used,  will accrued interest at the
Prime  Rate  plus  one  percentage  point, with a floor rate  of  six  percent.
Interest payments will require monthly  interest  payments,  if  used.   As  of
September 30, 2009, the unused letters of credit amounted to $183,000.

      ITEM 3. PROPERTIES

      The Company leases its office space from AVA Marketing, LLC, which is 50%
owned  by  Andrew Vallozzi III, President of Company. The office address is 259
South Street,  Waukesha,  WI 53186, Phone: (262) 523-9206, Fax: (262) 523-9210.
The term of the lease is month to month.

      The Iron have played  in the Bradley Center, which has a seating capacity
of approximately 17,000, since  2009.  In August 2008, the Iron signed a three-
year lease with the Bradley Center commencing in the 2009 season.  The Iron are
in the second year of that lease  that calls for a base rent of $8500 per game.
Included in the lease are two escalator  clauses  for attendance: when the Iron
draw over 2500 paid spectators per game an additional  $2,500  is  added to the
base rent and when the Iron draw over 5000 spectators per game a second  $2,500
is  added  to  the  base  rent.   New to the 2010 season a financial penalty of
$1000, in addition to the base rent,  that  is payable to the Bradley Center if
less than 5000 spectators attend a single home  game.  Furthermore, the Bradley
Center shall purchase and offer for sale a line of AF1 merchandise at Iron home
games and shall pay the Iron a twenty percent (20%) commission on any such net-
of-tax gross sales in excess of $1,000 per game.   The  Iron  must  also have a
$25,000 security deposit in place with the Bradley Center.  The Bradley  Center
is located at 1001 North 4th Street, Milwaukee, WI 53203.

      ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The  following  table  sets  forth certain information, as of January 27,
2010 with respect to the beneficial  ownership  of the outstanding common stock
by  (i)  any  holder  of more than five percent, (ii)  each  of  the  Company's
executive  officers and  directors,  and  (iii)  the  Company's  directors  and
executive officers  as  a  group.  The  information  relating  to the ownership
interests of such shareholders is provided after giving effect to the Merger.




                                                    AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER               BENEFICIAL OWNERSHIP(1)       		PERCENT OF CLASS(1)
					      ---------------------------------		-------------------------------
                                              Common stock	Preferred Stock		Common stock	Preferred Stock
					      ------------	---------------		------------	---------------
Christopher Astrom(2)                                  978           10,000,000(2)      	   %               100%
c/o Genesis Capital Corporation of Nevada
11415 NW 123 Lane, Reddick, Florida 32686
Richard Astrom                                         505            	      0            	   %           	      0
c/o Genesis Capital Corporation of Nevada
11415 NW 123 Lane, Reddick, Florida 32686

Directors and Officers as a group (2 persons)        1,483           10,000,000


(1)  Based on an aggregate of 29,064,381 common shares and 10,000,000 preferred
shares outstanding as of January 27, 2010. 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 $500.00 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 $500.00 per share.

(2) Christopher Astrom  owns 5,000,000 shares of Series A Convertible Preferred
Stock and 5,000,000 shares of Series B Convertible Preferred Stock

      ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.

      The following table  sets forth the names and ages of each of the persons
designated to become members  of  the Genesis' Board of Directors and Executive
Officers of Genesis.


NAME            	AGE	POSITIONS AND OFFICES TO BE HELD

Christopher Astrom	38 	Director, Chief Financial Officer
Richard Astrom    	62 	Director, Chief Executive Officer




      Christopher Astrom is the son of Richard Astrom.

      Note that in accordance with Section 7.4 of the Merger Agreement, Richard
Astrom and Christopher Astrom shall  remain  the sole officers and directors of
Genesis (Parent Corporation) until such time as  the  Preferred  Stock has been
redeemed as described above.

      The  directors named above will serve until the first annual  meeting  of
the Company's  stockholders  following  completion of the Merger or until their
respective  successors  have been appointed  and  duly  qualified.  Thereafter,
directors will be elected  for  one-year  terms  at  the  annual  stockholders'
meeting.  Officers  will hold their positions at the pleasure of the  board  of
directors,  absent  any  employment  agreement.  There  is  no  arrangement  or
understanding between  any  of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders  will  exercise  their  voting rights to
continue  to  elect  the current directors to the Company's board.   There  are
also  no arrangements,  agreements  or  understandings  between  non-management
shareholders   and  management  under  which  non-management  shareholders  may
directly or indirectly  participate  in  or  influence  the  management  of the
Company's affairs.

      Christopher  Astrom has been an officer and director of the Company since
November 1, 2001. From  1995  through June 2007, Mr. Astrom has served as Vice-
President and Corporate Secretary  of  National  Realty and Mortgage, Inc. with
responsibilities  for  property acquisitions.  Mr. Astrom  was  the  President,
Corporate Secretary and  a director of Capital Solutions I, Inc. until December
2007  whereupon he divested  his  ownership  interest  in  connection  with  an
exchange  transaction  described  in  Form  8-K  filed  with the SEC by Capital
Solutions on December 10, 2007.    He graduated from the  University of Florida
with a Bachelors Degree in Business Administration. Christopher  Astrom  is the
son of Richard Astrom.

      Richard  S.  Astrom has been an officer and director of the Company since
November 1, 2001.  From  1995 through June 2007, Mr. Astrom served as President
and Chief Executive Officer  of   National  Realty  and Mortgage, Inc.  He also
served as a director of Capital Solutions I, Inc. until December 2007 whereupon
he resigned his position in connection with an exchange  transaction  described
in  Form 8-K filed with the SEC by Capital Solutions on December 10, 2007.   He
has been  an active real estate broker in Florida since 1969. Mr. Astrom earned
a Bachelor's  Degree  in  Business Administration from the University of Miami.
Richard Astrom is the father of Christopher Astrom.

Directors and Executive Officers of the Milwaukee Iron

      The new directors and  officers  of  the  Surviving Corporation currently
consist of Andrew Vallozzi III (Chairman and CEO),  Jason  Clark  (director and
Secretary), Todd Hansen (director and Treasurer), Chris Rebholz (director)  and
Larry  Schroeder  (director).   Note that in accordance with Section 7.4 of the
Merger Agreement, Richard Astrom  and  Christopher Astrom shall remain the sole
officers and directors of Genesis (Parent  Corporation)  until such time as the
Preferred Stock has been redeemed as described above.

      Andrew  Vallozzi III.  Milwaukee Iron President Drew  Vallozzi  has  been
involved in the  sport  of  Arena Football since the early 1990's.  In 2007 Mr.
Vallozzi led a group of investors  on  a  quest to return Arena Football to the
city of Milwaukee. That quest became a reality  when  his  group  unveiled  the
Milwaukee  Iron  and  the  team began play in the spring 2009.  Since that time
Arena Football has proven to  be  alive  and  well  in southeast Wisconsin once
again.   As the Iron prepare for play in 2010 Mr. Vallozzi  plays  a  prominent
role in new  league  business  and legislation by serving on the Arena Football
One Board of Directors.

      From 1993-2001 Mr. Vallozzi  played  an instrumental role in building the
Milwaukee Mustangs into one of the preeminent  franchises of the Arena Football
League. Mr. Vallozzi's marketing background and  expertise  proved  to be a key
component  to  the  Mustangs'  off-the-field success as the team never finished
lower than eighth in seasonal attendance  by regularly drawing over 14,000 fans
per game. In 1996 the Mustangs led the AFL  in  total  attendance attracting an
average of 15,600 people to the Bradley Center for each game.

      Jason  Clark  brings  over  15 years of sports marketing  and  management
experience back to Arena Football and the Milwaukee Iron. After serving for the
last 11 years in the NCAA Division  I  ranks as the Assistant Athletic Director
for External Relations at the University of Wisconsin-Milwaukee, Clark returned
to Arena Football to become Vice President and General Manager of the Milwaukee
Iron in July of 2009. Prior to his work at UWM, Clark served as the Director of
Communications for the Milwaukee Mustangs  of  the  Arena  Football  League for
three years.

      Mr. Clark spent over a decade at the University of Wisconsin-Milwaukee as
a senior member of the athletics staff, overseeing all aspects of the  external
relations unit including media and broadcast contracts, corporate partnerships,
marketing,  advertising and ticket sales. Clark played a prominent role in  the
day-to-day operations of several Division I sports and served as the television
color analyst  and  post-game radio show host for the highly successful Panther
men's basketball program. He supervised the event operations staff and directed
game operations for men's and women's basketball, men's and women's soccer, and
women's volleyball, while coordinating activities for all of the spirit squads,
including the dance team, cheerleaders, mascot and pep band. In 2008 he founded
the Panther Pack, the  student  incentive rewards program designed to encourage
and promote student attendance at  all home athletic events; the 2008-09 season
saw student attendance at UWM athletic  events  rise  by over forty percent. He
also served as the director of the University's Athletics'  Hall  of  Fame,  as
well  as  the  Horizon  League's  elected  conference  representative  with the
National Association of Collegiate Marketing Administrators (NACMA) from  2002-
2009.

      With  the Mustangs, Clark was responsible for the content in various team
publications  and  coordinated  Mustangs' telecasts with networks such as ESPN,
ESPN2,  and  ABC. He oversaw media  relations,  community  relations,  and  the
telemarketing  ticket  sales  department. He served as a founding member of the
AFL Public Relations Directors' Association.

      In 2000, Clark served as  a  Site  Control Coordinator for the NCAA Men's
Basketball Final Four in Indianapolis, Indiana.  He has extensive experience in
several capacities working in sports and has spent time as an account executive
and  a ticket sales representative with hockey's Milwaukee  Admirals  and  Utah
Grizzlies as well as minor league baseball's Indianapolis Indians.

      ITEM 6.  EXECUTIVE COMPENSATION.

The following  table  provides  certain  information for the fiscal years ended
December 31, 2007 and 2008 concerning compensation earned for services rendered
in all capacities by our named executive officers during the fiscal years ended
December 31, 2007 and 2008.






                                 	SUMMARY COMPENSATION TABLE



Name and	Year	Salary	Bonus	Stock	Option	Non-Equity	Nonqualified	All		Total
Principal				Awards	Awards	Incentive	Deferred	Other
Position						Plan		Compensation	Compensation
							Compensation	Earnings
---------	----	------	-----	------	------	------------	------------	------------	-----
Christopher     2008  	0     	0    	0      	0      	0               0               0            	0
Astrom, CEO     2007 	0     	0    	0      	0      	0               0               0            	0

Richard         2008 	0     	0    	0      	0      	0               0               0            	0
Astrom,      	2007	0     	0   	0      	0      	0               0               0           	0
Sec/Treas

	        2008 	0     	0    	0      	0      	0               0               0            	0
               	2007 	0     	0    	0      	0      	0               0               0            	0
               	2008 	0     	0   	0      	0      	0               0               0            	0
               	2007 	0     	0    	0      	0     	0               0               0            	0


Employment Agreements

      None.

      We do not have an employment contract with any other executive officer.





                                          OUTSTANDING EQUITY AWARDS AT SEPTEMBER 30, 2009

                              OPTION AWARDS                                                     STOCK AWARDS
Name        Number of   Number of    Equity      Option   Option     Number Market Equity       Equity Incentive Plan
            Securities  Securities   Incentive   Exercise Expiration of     Value  Incentive    Awards: Market or Payout
            Underlying  Underlying   Plan Awards:Price    Date       Shares of     Plan Awards: Value of Unearned Shares,
            Unexercised Unexercised  Number of   ($)                 or     Shares Number of    Units or Other Rights That
            Options     Options      Securities                      Units  or     Unearned     Have Not Vested
            (#)         (#)          Underlying                      of     Units  Shares,      (#)
            Exercisable UnexercisableUnexercised                     Stock  of     Units or
                                     Unearned                        That   Stock  Other Rights
                                     Options                         Have   That   That Have
                                     (#)                             Not    Have   Not Vested
                                                                     Vested Not    (#)
                                                                     (#)    Vested
                                                                            ($)
Christopher  0           0            0           0        0          0      0      0            0
Astrom
Richard      0           0            0           0        0          0      0      0            0
Astrom





Discussion of Director Compensation

The Company did not pay any director compensation  during the fiscal year ended
December 31, 2008.  The Company may begin to compensate  its  directors at some
time in the future.

      ITEM  7.  CERTAIN  RELATIONSHIPS  AND RELATED TRANSACTIONS, AND  DIRECTOR
INDEPENDENCE.


RELATED PARTY TRANSACTIONS

      The Company had issued a note payable  to a member during the last fiscal
year  totaling $60,000 as of September 30, 2009.  This  obligation  is  due  on
demand and does not accrue interest.

      As of September 30, 2009, the Company owed the President of the Company a
total of  $10,000  for  expenses paid on behalf of the company. The obligations
are  included in the accompanying  financial  statements  as  Notes  payable  -
related parties.

      The Company leases its office space from AVA Marketing, LLC, which is 50%
owned  by  Andrew Vallozzi III, President of Company. The office address is 259
South Street,  Waukesha,  WI 53186, Phone: (262) 523-9206, Fax: (262) 523-9210.
The term of the lease is month to month.

      Christopher Astrom is the son of Richard Astrom

      ITEM 8. LEGAL PROCEEDINGS.

      The following is summary  information  on  the  cases currently in active
litigation against either Milwaukee Iron Professional Arena  Football,  LLC  or
Wisconsin  Professional  Arena Football Investment, LLC..  Defenses for both of
the cases are being handled by the law firm of Terschan, Steinle & Ness.

      Christina Flowers v. Milwaukee Iron Organization   EEOC Charge No.:  443-
2009-02500C.  This case is an EEOC complaint (improperly naming "Milwaukee Iron
Organization", which does  not  exist  as such) by a former cheerleader for the
Milwaukee Iron who was terminated on April  29,  2009.  Ms. Flowers is claiming
that  the  termination was based upon racial discrimination.   We  are  of  the
opinion that the claim is meritless.

      Catering Specialties, Inc. v. Milwaukee Iron Professional Arena Football,
LLC.  Milwaukee  County Circuit Court Case No.: 10-CV-26.  This case is a claim
for $9,000 by a vendor for the defendant Company.  We are informed that Company
is in the process  of  attempting  to  resolve that case through payment to the
vendor as soon as available funding is procured.

      ITEM 9. MARKET PRICE OF AND DIVIDENDS  ON  THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.

Our common stock is quoted on the Over-the-Counter  Bulletin  Board  under  the
symbol "GCNV.OB". Such trading of our common stock is limited and sporadic.

      The  following  table  reflects  the high and low bid information for our
common stock for each fiscal quarter during the fiscal year ended September 30,
2009 and 2008. The bid information was obtained from the OTC Bulletin Board and
reflects inter-dealer prices, without retail  mark-up,  markdown or commission,
and may not necessarily represent actual transactions.


QUARTER ENDED       	       BID HIGH    BID LOW
------------------	       --------	   -------
Fiscal Year 2009
------------------
September 30, 2009             $3.00       $3.00
June 30, 2009                  $3.00       $3.00
March 31, 2009                 $4.00       $3.00
December 31, 2008              $4.00       $0.00

------------------
Fiscal Year 2008
------------------
September 30, 2008             $8.000      $4.500
June 30, 2008                  $15.00      $7.500
March 31, 2008                 $45.00      $0.050
December 31, 2007              $12.50      $7.500


      * The high and low prices of our Common Stock were  adjusted to reflect a
1 for 500 reverse split of the Company's common stock effective  September  30,
2008.

      We  have  never  declared or paid cash dividends on our capital stock. We
currently intend to retain  all available funds and any future earnings for use
in the operation and expansion of our business and do not anticipate paying any
cash dividends in the foreseeable future.


ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

      29,040,000 shares of Genesis  common stock have been issued in connection
with the Merger.

ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      Genesis'  authorized  capital stock  consists  of  500,000,000 shares  of
Common Stock and 10,000,000 shares  of preferred stock.  As of January 27, 2009
there were 29,064,381 outstanding shares  of  Common Stock, 5,000,000 shares of
Series  A  Convertible  Preferred  stock  and  5,000,000  shares  of  Series  B
Convertible Preferred Stock outstanding.

      On  November  23,  2009,  Genesis  filed  with  the   SEC  a  Preliminary
Information Statement on Schedule 14C in which it reported that it had received
the requisite board and stockholder approval to increase its  authorized shares
of common stock and blank check preferred stock to 1.5 billion  and 75,000,001,
respectively.   Genesis  received  a comment letter from the SEC regarding  the
above filing, to which it has not yet responded.

      COMMON STOCK

      Subject to preferences that may  be  applicable  to  any  preferred stock
outstanding  at the time, the holders of Common Stock are entitled  to  receive
dividends out  of legally available assets at such times and in such amounts as
our Board of Directors  may  from  time  to time determine. Each stockholder is
entitled  to  one  vote for each share of Common  Stock  held  on  all  matters
submitted to a vote  of  stockholders.  Cumulative  voting  for the election of
directors is not authorized.

      Our Common Stock is not subject to conversion or redemption  and  holders
of  Common  Stock are not entitled to preemptive rights.  Upon the liquidation,
dissolution or  winding  up  of  the  Company,  the  remaining  assets  legally
available  for  distribution  to  stockholders,  after  payment  of  claims  or
creditors  and  payment  of  liquidation  preferences,  if  any, on outstanding
preferred stock, are distributable ratably among the holders  of  Common  Stock
and   any   participating  preferred  stock  outstanding  at  that  time.  Each
outstanding share of Common Stock is fully paid and nonassessable.


      PREFERRED STOCK

      Our Board of Directors has the authority, without action by stockholders,
to designate  and  issue  preferred  stock  in one or more series. The Board of
Directors may also designate the rights, preferences  and  privileges  of  each
series  of  preferred stock, any or all of which may be greater than the rights
of our Common  Stock.  It  is  not  possible  to state the actual effect of the
issuance  of any shares of preferred stock on the  rights  of  holders  of  the
Common Stock until the Board of Directors determines the specific rights of the
holders  of   the  preferred  stock.  However,  these  effects  might  include:
(a) restricting  dividends  paid  to the holders of shares of the Common Stock;
(b) diluting the voting power of the  holders  of  shares  of the Common Stock;
(c) impairing the liquidation rights of holders of shares of  the  Common Stock
and  (d) delaying  or  preventing  a  change  in control of the Company without
further action by stockholders.

      SERIES A CONVERTIBLE PREFERRED STOCK

      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 $500.00 per share.

      SERIES B CONVERTIBLE PREFERRED STOCK

      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 $500.00 per share.

      WARRANTS

      None.

      OPTIONS

      None.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The  Company's   Bylaws  and  section  78.751   of   the  Nevada  General
Corporation   Law  for    indemnification   of  the  Company's   officers   and
directors  in  certain situations where they might otherwise  personally  incur
liability,  judgments, penalties,  fines and  expenses  in   connection  with a
proceeding   or  lawsuit  to which they might become parties because  of  their
position with the Company.

      The  Company's  Bylaws  permit it to limit the liability of its directors
to the fullest extent permitted  under  Section  78.037  of  the Nevada General
Corporation  Law.  As  permitted  by  Section  78.037  of  the  Nevada  General
Corporation   Law,  the  Company's  Certificate of Incorporation  also  include
provisions that eliminate  the  personal  liability of each of its officers and
directors  for any obligations arising out of  any  acts  or  conduct  of  such
officer or director   performed for or on behalf of the Company. To the fullest
extent allowed by Section  78.751 of the Nevada  General  Corporation  Law, the
Company  will  defend,   indemnify   and  hold  harmless   its   directors   or
officers  from  and  against   any  and all  claims, judgments and  liabilities
to which each director or officer  becomes  subject  to in connection  with the
performance  of  his  or her duties and will reimburse each  such  director  or
officer for all legal and other expenses reasonably incurred in connection with
any such claim of liability.   However,  we  will not indemnify any officer  or
director  against,  or  reimburse  for,  any   expense  incurred  in connection
with  any  claim  or  liability  arising  out  of the  officer's  or director's
own negligence or misconduct in the performance  of  duty.  The  provisions  of
the    Company's    Bylaws   and   Certificate   of   Incorporation   regarding
indemnification  are  not  exclusive  of  any  other  right  the Company has to
indemnify or reimburse  officers or directors in any proper case,  even  if not
specifically provided for in the Certificate of Incorporation or Bylaws.

      The  Company  believes  that  the indemnity  provisions  contained in its
bylaws  and the  limitation  of  liability    provisions   contained   in   its
certificate   of  incorporation  are necessary to attract and retain  qualified
persons for these positions.  No  pending  material  litigation  or  proceeding
involving our directors, executive  officers,  employees or other agents  as to
which   indemnification  is being sought  exists,  and the Company is not aware
of any pending or threatened material  litigation that may result in claims for
indemnification by any of our directors or executive officers.

      Insofar  as indemnification  for liabilities arising under the Securities
Act may be permitted  to  directors,   officers  or  persons   controlling   us
pursuant  to  the  foregoing  provisions,  we have been  informed  that, in the
opinion of the SEC,  such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

      ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    See Item 9.01 of this report on Form 8-K.

      ITEM 14. CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

    See Item 4.01 of this report on Form 8-K.

      ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

    See Item 9.01 of this report on Form 8-K.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

      On January 26, 2010, the Company issued 29,040,000 shares of  its  common
stock to the recipients set forth on Schedule 2.4(c) of the  Merger  Agreement,
in connection with the Merger. Such issuance was  conducted pursuant to Section
4(2)  of  the  Securities  Act,  as  amended,  and  Regulation  D   promulgated
thereunder.

ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

      Genesis was notified that the audit practice of Bagell, Josephs, Levine &
Company,  LLC,  the Genesis' independent registered public accounting firm (the
"Former Accountant"),  was  combined  with  Friedman  LLP ("New Accountant") on
January 1, 2010.  As of the same date, the Former Accountant  resigned  as  the
independent registered public accounting firm of Genesis and, with the approval
of  Genesis'  Board  of  Directors,  the  New  Accountant was engaged to be the
Company's independent registered public accounting firm.

      The Former Accountant's report on the financial  statements for the years
ended December 31, 2008 and 2007 were not subject to an  adverse  or  qualified
opinion  or a disclaimer of opinion and were not modified as to audit scope  or
accounting principles. However, the Former Accountant's report on the financial
statements  for  the  years  ended  December  31,  2008  and  2007 contained an
explanatory  paragraph  which  noted  that  there  was substantial doubt  about
Company's ability to continue as a "Going Concern" due to recurring net losses,
a working capital deficiency and negative cash flows from operations.

      During the two years ended December 31, 2008,  and from December 31, 2008
through the January 1, 2010, there were no  reportable  events  as  the term is
described in Item 304(a)(1)(iv) of Regulation S-K.

      From the date Genesis retained the Former Accountant on January  4,  2008
through  the  date  of  dismissal,  there were no disagreements with the Former
Accountant  on any matters of accounting  principles  or  practices,  financial
statement disclosure  or auditing scope or procedure, which, if not resolved to
the  satisfaction of the  Former  Accountant  would  have  caused  it  to  make
reference  to  the  subject  matter of the disagreements in connection with its
reports on these financial statements for those periods.

      Genesis did not consult with the New Accountant regarding the application
of  accounting  principles  to a  specific  transaction,  either  completed  or
proposed, or the type of audit  opinion  that  might  be  rendered  on Genesis'
financial  statements,  and  no written or oral advice was provided by the  New
Accountant that was a factor considered by Genesis in reaching a decision as to
the accounting, auditing or financial reporting issues.

      Genesis has requested that the Former Accountant furnish it with a letter
addressed to the Securities and  Exchange  Commission stating whether it agrees
with the above statements. The requested letter  is attached as Exhibit 16.1 to
this Form 8-K.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

    See Item 2.01 of this report.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT  OF  PRINCIPAL  OFFICERS;  COMPENSATORY  ARRANGEMENTS   OF  CERTAIN
OFFICERS.

      In  accordance  with Section 7.4 of the Merger Agreement, Richard  Astrom
and Christopher Astrom  shall remain the sole officers and directors of Genesis
Capital Corporation of Nevada, Inc. (Parent Corporation) until such time as the
Preferred Stock has been redeemed in accordance with Section 7.3..

ITEM 5.03 AMENDMENTS TO ARTICLES  OF  INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.

      On  November  23,  2009,  Genesis  filed  with  the  SEC  an  Preliminary
Information Statement of Schedule 14C in which  it  reported  that  it received
board and shareholder approval to amend the articles of incorporation  to : (a)
increase the number of authorized shares of Common Stock, par value $0.001  per
share,  that  the  Company can have outstanding at any time from 500 million to
1.5 billion, and (b)  to  increase the number of authorized shares of Preferred
Stock that the Company can  have  outstanding  at  any  time from 10,000,000 to
20,000,000.  Genesis does not intend to pursue this proposed change in Articles
of Incorporation.

 ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

    As described in Item 2.01 of this report, on January  26,  2010  the Merger
was  completed.  As  a  result  of  this transaction, Genesis no longer a shell
company as defined in Rule 12b-2 of the  Securities  Exchange  Act  of 1934, as
amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

      (a) Financial statements of businesses acquired.

      (b) Pro forma financial information

      (c) Exhibits








Balance Sheet
Twelve months ended September 30, 2009








						As of				As of
						September 30, 2009		September 30, 2008
						------------------		------------------
 ASSETS
Current assets
	Cash					  $	  21,082		$	172,446
	Accounts receivable				      25		    	 27,304
	Prepaid expenses				  15,438		    	 20,000
						----------------		---------------
Total current assets					  36,544		   	219,750

Fixed assets
	Leasehold improvements, net			   6,775 		              -
	Equipment, football, net			  42,176 		              -
	Furniture and fixtures, net			  11,957 		              -
	Playing field, net				 122,565 		              -
	Franchise acquisition cost, net			 170,865 	 	   	136,579
						----------------		---------------
Total fixed assets					 354,339 	 	   	136,579

Other Assets		 - 	 -
	Investment in Af2 Operating Co.			  52,537 	 	              -
						----------------		---------------
Total other assets					  52,537 	 	              -

Total assets					  $	 443,420 	 	$  	356,329

 LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
	Accounts payable and accrued liabilities  $	 369,025 	 	$   	 14,750
	Loans from related parties			  10,073 	 	              -
	Short term credit line				 150,000 	 	              -
	Accrued interest				     760 	 	              -
	Payroll liabilities				  28,108 	 	              -
	Deferred revenue				  61,320 	 	              -
						----------------		---------------
Total current liabilities				 619,287 	 	    	 14,750

Long-term liabilities					 - 	 		              -
	Notes payable - related parties			  70,000 	 	              -
						----------------		---------------
Total long-term liabilities				  70,000 	 	              -
						----------------		---------------
Total liabilities					 689,287 	 	    	 14,750

Members' share capital

	Members' share capital				 912,000 	 	   	385,000
	Accumulated deficit			      (1,157,867)	 	   	(43,421)
						----------------		---------------
Total members' capital (deficit)			(245,867)	 	   	341,579
						----------------		---------------

						----------------		---------------
Total liabilities and members' (deficit)	  $	 443,420 		$  	356,329
						================		===============
							       0 		              -








Income Statement
Twelve months ended September 30, 2009








						Three months ended 	Three months ended 	Twelve months ended 	Twelve months ended
						September 30, 2009	September 30, 2008	September 30, 2009	September 30, 2008
						------------------	------------------	-------------------	-------------------


Revenue
  Revenues		 			$    517,411 	 	$            - 		$	517,411 	 $	     -
						------------------	------------------	-------------------	-------------------
	Total Revenue	 			     517,411 	 	             -	 		517,411 	 	     -

Cost of Sales
  Cost of revenues		 		     995,384 	 	             -	 		995,384 	 	     -
						------------------	------------------	-------------------	-------------------
	Total cost of revenues	 		     995,384 		             -	 		995,384 	 	     -

						------------------	------------------	-------------------	-------------------
Gross Profit			 		    (477,972)		             -	 	       (477,972)	 	     -

Operating expenses
  Selling, general and administrative		     585,129 	 	             -	 		585,129 	 	     -
  Depreciation and amortization		 	      23,799 	 		 6,429 	 		 50,585 	 	 43,421
						------------------	------------------	-------------------	-------------------
	Total operating expenses		     608,928 	 		 6,429 	 		635,714 	 	 43,421

						------------------	------------------	-------------------	-------------------
	Loss from operations	 		  (1,086,900)	 		(6,429)	 	     (1,113,686)	        (43,421)

Other income (expenses):
  Interest expense		 		        (760)	 	             -	 		   (760)	 	     -
						------------------	------------------	-------------------	-------------------
	Total other income (expenses)	 	        (760)	 	             -	 		   (760)	 	     -

						------------------	------------------	-------------------	-------------------
	Loss before provision for income taxes	  (1,087,660)	 		(6,429)	 	     (1,114,446)	        (43,421)

Provision for income taxes

Net loss			 		$ (1,087,660)	 	$       (6,429)	 	$    (1,114,446)	 $      (43,421)
						==================	==================	===================	===================


Members' share capital, beginning of period	     855,000 	 		385,000 		385,000 	 	385,000

	Members' share capital contributions	      57,000 	 	             -	 		527,000 	 	     -
						------------------	------------------	-------------------	-------------------

Members' share capital, end of period		$    912,000 	 	$	385,000 	 $	912,000 	 $	385,000
						------------------	------------------	-------------------	-------------------














Segment Income Statement









						Three months ended 	Three months ended 	Twelve months ended 	Twelve months ended
						September 30, 2009	September 30, 2008	September 30, 2009	September 30, 2008
						------------------	------------------	-------------------	-------------------
Revenue
	Tickets		 				   370,214 	 		- 	       370,214 	 		     -
	Sponsorship					   137,452 	 		- 	       137,452 	 		     -
	Merchandising		 			     4,390 	 		- 	         4,390 	 		     -
	Other		 				     5,355 			- 	         5,355 	 		     -
						------------------	------------------	---------------		---------------
		Total Revenue	 			   517,411 			- 	       517,411 	 		     -

Cost of Sales
	Football team operations		 	   488,582 		 		       488,582			     -
	Game operations		 			   253,489 		 		       253,489			     -
	Sponsorships		 			   170,901 		 		       170,901			     -
	Tickets		 				    82,412 	 		- 	        82,412			     -
						------------------	------------------	---------------		---------------
		Total cost of revenues	 		   995,384 	 		- 	       995,384			     -

						------------------	------------------	---------------		---------------
Gross Profit			 			 (477,972)	 		- 	      (477,972)			     -

Operating expenses
	Selling, general and administrative		   566,379 	 		- 	       585,129 			     -
	Depreciation and amortization		 	    23,799 	 	    6,429 	        50,585 	 		 43,421
						------------------	------------------	---------------		---------------
		Total operating expenses	 	   590,178 	 	    6,429 	       635,714 	 		 43,421


Net Operating Loss			 	    $   (1,068,150)	 $	   (6,429)	 $  (1,113,686)	 	$	(43,421)
						===================	==================	===============		================







Cash Flow Statement









							Twelve months ended	Twelve months ended
							September 30, 2009	September 30, 2008
							-------------------	-------------------
Cash flows from operating activities:
  Net loss				 		$    (1,114,446)	$    (43,421)
  Adjustments to reconcile net loss to
  net cash used by operating activities:
  Changes in operating assets and liabilities:
	Depreciation and amortization			         50,585 	      43,421
	(Increase) decrease in accounts receivable	         27,279 	     (27,304)
	(Increase) / decrease in prepaid expenses	          4,563 	     (20,000)
	Increase / (decrease) in accounts payable
	  & accrued liabilities				        354,275 	      14,750
	Increase / (decrease) in accrued interest	            760 	           -
	Increase / (decrease) in payroll liabilities	          8,108 	           -
	Increase / (decrease) in deferred revenue	         61,320 	           -
							----------------	-------------

	Net cash used by operating activities		$      (587,557)	$    (32,554)


Cash flows from investing activities:

  Purchase of fixed assets				       (198,344)	           -
  Franchise acquisition cost				        (70,000)
  Investment in Af2					        (52,537)
							----------------	-------------

	Net cash used by investing activities		$      (320,881)	$          -

Cash flows from financing activities:
  Short term credit line				        150,000 	           -
  Loan to (from) related party				         10,073 	           -
  Proceeds from issuance of notes payable-
    related parties				 	         70,000 	           -
  Issuance of membership shares				        527,000 	     205,000
							----------------	-------------

	Net cash provided by financing activities 	$       757,073 	$    205,000
							----------------	-------------


Net increase in cash					$      (151,365)	$    172,446

Cash, beginning of period				$       172,446 	$          -
							----------------	-------------

Cash, end of period					$        21,082 	$    172,446
							================	=============











                MILWAUKEE IRON PROFESSIONAL ARENA FOOTBALL, LLC

                    NOTES TO FINANCIAL STATEMENTS (AUDITED)

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

Nature  of Business: Milwaukee Iron Professional Arena Football, LLC was formed
in November of 2006, in the State of Wisconsin, as a limited liability company,
originally  named  Wisconsin  Professional  Indoor Football, LLC. The Milwaukee
Iron are a professional Arena Football team that  plays their home games at the
Bradley  Center,  the  premier  sports  and  entertainment  venue  in  downtown
Milwaukee, Wisconsin, as a member of Arena Football One.

These  financial statements have been prepared  in  accordance  with  generally
accepted  accounting  principles  applicable  to a going concern, which assumes
that  the  Company  will  be  able  to meet its obligations  and  continue  its
operations for its next fiscal year.  Realization  values  may be substantially
different from carrying values as shown and these financial  statements  do not
give  effect to adjustments that would be necessary to the carrying values  and
classifications  of  assets  and  liabilities  should  the Company be unable to
continue as a going concern.  At September 30, 2009, the  Company  had  not yet
achieved profitable operations, has accumulated losses of $1,157,867 since  its
inception,  has  a  working capital deficiency of $582,742 and expects to incur
further  losses  in the  development  of  its  business,  all  of  which  casts
substantial  doubt   about  the  Company's  ability  to  continue  as  a  going
concern.  The Company's  ability  to  continue  as a going concern is dependent
upon its ability to generate future profitable operations  and/or to obtain the
necessary  financing to meet its obligations and repay its liabilities  arising
from normal  business  operations when they come due.  Management has no formal
plan in place to address  this  concern  but considers that the Company will be
able  to  obtain  additional funds by equity  financing  and/or  related  party
advances, however there  is no assurance of additional funding being available.
The accompanying financial  statements  do not include any adjustments relating
to the recoverability and classification  of  recorded asset amounts or amounts
and classification of liabilities that might result  from  the  outcome of this
uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR

The Company's fiscal year-end is September 30, 2009.

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  include  the  combined  accounts   of
Milwaukee  Iron  Professional  Arena  Football,  LLC and Wisconsin Professional
Arena Football Investment, LLC, a Wisconsin Limited  Liability Corporation. All
material  intercompany  transactions  and  accounts  have  been  eliminated  in
consolidation.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of highly liquid investments  with maturities
of three months or less when purchased.

USE OF ESTIMATES

The  preparation of financial statements in accordance with generally  accepted
accounting  principles  requires  management  to make estimates and assumptions
that affect the reported amounts of assets and  liabilities  and the disclosure
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.

PROPERTY AND EQUIPMENT

Depreciation is computed  primarily  on  the straight-line method for financial
statements purposes over 7 years.

All assets are booked at historical cost. Management reviews on an annual basis
the  book  value, along with the prospective  dismantlement,  restoration,  and
abandonment  costs and estimate residual value for the assets, in comparison to
the carrying values on the financial statements.

IMPAIRMENT AND DISPOSAL OF LONG-LIVED ASSETS

The Company evaluates  the  carrying  value  of its long-lived assets under the
provisions  of  FASB ASC 360-10-35, "Subsequent  Measurement".   This  requires
impairment losses  to  be recorded on long-lived assets used in operations when
indicators of impairment  are  present  and  the undiscounted future cash flows
estimated to be generated by those assets are  less  than  the assets' carrying
amount.   If  such  assets  are  impaired,  the impairment to be recognized  is
measured by the amount by which the carrying  amount  of the assets exceeds the
fair value of the assets.  Assets to be disposed of are  reported  at the lower
of  the carrying value or fair value, less costs to sell.  No impairments  were
recognized during the years ended September 30, 2008 and September 30, 2009.

REVENUE RECOGNITION

Revenues  consist  principally  of  ticket sales, sponsorships, and merchandise
sales.

All revenues are recognized when the  products  are  sold  to  a purchaser at a
fixed  or  determinable  price,  delivery or event has occurred and  title  has
transferred, and collection of the revenue is reasonably assured.


INCOME TAXES

INCOME TAX STATUS-LIMITED LIABILITY  CORPORATION: The Company has elected under
the Internal Revenue Code to be a taxed  as  a  Corporation.  In  lieu  of  the
members  of  a Limited Liability Corporation being taxed on their proportionate
share of the Company's  taxable  income, the corporation will pay income taxes.
Therefore, no provision or liability for federal income taxes has been included
in the financial statements. The Company  incurred  net operating losses during
all  periods  presented  resulting  in a deferred tax asset,  which  was  fully
allowed for in a valuation allowance.  As a result, the net benefit and expense
resulted in no income taxes.

MARKETING/ ADVERTISING COSTS


Marketing and advertising costs are expensed as incurred.

GUARANTEED PAYMENTS TO MEMBERS

Guaranteed  payments  to  members that are  designed  to  represent  reasonable
compensation for services rendered are accounted for as expenses rather than as
an allocation of net income.   Guaranteed payments that are designed to reflect
payment of interest on capital accounts  are  not  accounted for as expenses of
the  Company. Such payments are considered as part of  the  allocation  of  net
income.  There have been no guaranteed payments to members to date.

NOTE 3 - SEGMENT INFORMATION

The following  is  a  detailed  profit  and  loss  statement  for the operating
segments. There were no inter-segment revenues.





			 		three months ended 	three months ended 	twelve months ended 	twelve months ended
					September 30, 2009	September 30, 2008	September 30, 2009	September 30, 2008
					------------------	------------------	-------------------	-------------------
Revenue
  Tickets	                    		   370,214 	                 - 	            370,214 	                  -
  Sponsorship	                   		   137,452 	                 - 	            137,452 	                  -
  Merchandising	                        	     4,390 	                 - 	              4,390 	                  -
	Other	                        	     5,355 	                 - 	              5,355 	                  -
	Total Revenue	                    	   517,411 	                 - 	            517,411 	                  -

Cost of Sales
   Football team operations	                   488,582 		   488,582 	                  -
   Game operations	                    	   253,489 		   253,489 	                  -
   Sponsorships	                    		   170,901 		   170,901 	                  -
   Tickets	                      		    82,412 	                 - 	             82,412 	                  -
					------------------	------------------	-------------------	-------------------
	Total cost of revenues	                   995,384 	                 - 	            995,384 	                  -

Gross Profit	                  		  (477,972)	                 - 	           (477,972)	                  -

Operating expenses
   Selling, general and administrative	           566,379 	                 - 	            585,129
   Depreciation and amortization	            23,799 	             6,429 	             50,585 	             43,421
					------------------	------------------	-------------------	-------------------
	Total operating expenses	           590,178 	             6,429 	            635,714 	             43,421
					------------------	------------------	-------------------	-------------------

Net Operating Loss	 		$       (1,068,150)	$           (6,429)	$        (1,113,686)	$           (43,421)
					==================	==================	===================	===================




NOTE 4 - INTANGIBLE ASSETS

The  Company  currently  owns  Franchise  Rights  to  use  the  Milwaukee  Iron
Professional  Arena Football Team. The Company amortizes the intangibles  using
the straight-line  method  over a useful life of 7 years. While the Company has
the rights as long as they continue  to abide by the rules of the Af2 agreement
by paying fees, fines, and assessments  on time, management has determined that
using  a  7  year  life  for  amortization to be  the  most  conservative.  The
historical cost of the intangible assets was $250,000. Accumulated amortization
totaled $43,421 and $79,135 (unaudited)  for the years ended September 30, 2008
and September 30, 2009, respectively.

NOTE 5 - LINE OF CREDIT

The Company's credit facilities consist of  a revolving line of credit of up to
$350,000. At the end of the 2009 fiscal year,  there  was a balance of $150,000
outstanding  on  the  revolving  line  of  credit (the "Revolving  Loan").  The
Revolving Loan bears interest at varying rates  that  fluctuate  based  on  the
prime  rate  plus  one  percentage  point,  with the rate not falling below six
percent.  The  rate is set at six percent until  the  lender  changes  it.  The
Revolving Loan is  due  and  payable  in full on December 28, 2009 and requires
monthly interest payments. The Company also has two unused letters of credit of
$183,000 outstanding as of September 30,  2009. See Note 8 for more information
on the unused letters of credit.

NOTE 6 - MEMBERS' SHARE CAPITAL

DURING THE YEAR ENDED SEPTEMBER 30, 2009:

CONTRIBUTED  CAPITAL:   During the year, various  members  and  other  entities
contributed a total of $527,000  to  the Company to finance costs necessary for
the Company to continue operations.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company had issued a note payable  to  a member during the last fiscal year
totaling $60,000 as of September 30, 2009. This obligation is due on demand and
does not accrue interest.

As of September 30, 2009, the Company owed the President of the Company a total
of  $10,000 for expenses paid on behalf of the  company.  The  obligations  are
included  in  the  accompanying financial statements as Notes payable - related
parties.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Letters of Credit: In October and November of 2008, The Company was granted two
letters of credit in  the  amounts of $100,000 and $83,000, respectively. These
letters of credit expire in  October and November of 2010, subject to automatic
renewal unless notified within  45  or  90  days, respectively.  Each letter of
credit, if used, will accrued interest at the  Prime  Rate  plus one percentage
point, with a floor rate of six percent. Interest payments will require monthly
interest payments, if used.

As of September 30, 2009, the unused letters of credit amounted to $183,000.

NOTE 9 - LEGAL MATTERS

None

NOTE 10 - SUBSEQUENT EVENTS

None







Balance Sheet

Three months ended December 31, 2009






						As of
						December 31, 2009
						-----------------
 ASSETS
Current assets
	Cash		 			   $       1,681
	Accounts receivable				  42,350
	Prepaid expenses				  18,788
						   -------------
Total current assets					  62,819

Fixed assets
	Leasehold improvements, net			   6,657
	Equipment, football, net			  40,614
	Furniture and fixtures, net			  11,228
	Playing field, net				 117,818
	Franchise acquisition cost, net			 161,936
						   -------------
Total fixed assets					 338,253

Other Assets		                  	               -
	Investment in Af2 Operating Co.			  88,252
						   -------------
	Intercompany receivables
						   -------------
Total other assets					  88,252

						   -------------
Total assets						$489,324
						   =============

 LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
	Accounts payable and accrued liabilities   $	 391,858
	Bank overdraft					  47,963
	Loans from related parties			  40,073
	Short term loans				 150,000
	Accrued interest				     760
	Payroll liabilities				  37,533
	Deferred revenue				  92,264
						   -------------
Total current liabilities				 760,452

Long-term liabilities
	Notes payable - related parties			  70,000
						   -------------
Total long-term liabilities				  70,000

						   -------------
Total liabilities					 830,452

Members' share capital

	Members' share capital				 974,500
	Accumulated deficit			      (1,315,628)
						   -------------
Total members' capital (deficit)			(341,128)
						   -------------

						   -------------
Total liabilities and members' (deficit)	   $	 489,324
						   =============






Income Statement
Three months ended December 31, 2009









						Three months ended
						December 31, 2009
						------------------

Revenue
  Revenues					$ 	  49,645
						----------------
	Total Revenue					  49,645

Cost of Sales
  Cost of revenues					 107,363
						----------------
	Total cost of revenues				 107,363

						-----------------
Gross Profit						 (57,718)

Operating expenses
  Selling, general and administrative			  82,721
  Depreciation and amortization				  16,086
						----------------
	Total operating expenses			  98,807

						-----------------
	Loss from operations				(156,524)

Other income (expenses):
  Interest expense					  (1,287)
						-----------------
	Total other income (expenses)			  (1,287)

						-----------------
	Loss before provision for income taxes		(157,811)

Provision for income taxes

Net loss					$ 	(157,811)
						=================


Members' share capital, beginning of period		 912,000

  Members' share capital contributions			  62,500
						-----------------

Members' share capital, end of period		$ 	 974,500
						-----------------







Segment Income Statement







					Three months ended
					December 31, 2009
					------------------
Revenue
	Tickets					       -
	Sponsorship				  49,300
	Merchandising				     345
	Other					       -
					-----------------
		Total Revenue			  49,645

Cost of Sales
	Football team operations		  20,488
	Game operations				   6,022
	Sponsorships				  75,043
	Tickets					   5,810
					-----------------
		Total cost of revenues		 107,363

					-----------------
Gross Profit					 (57,718)

Operating expenses
	Selling, general and administrative	  82,721
	Depreciation and amortization		  16,086
					------------------
		Total operating expenses	  98,807
					------------------

Net Operating Loss			    $ 	(156,524)
					==================









Cash Flow Statement






										Three months ended	Three months ended
										December 31, 2009	December 31, 2008
										-------------------	------------------
Cash flows from operating activities:
	Net loss								$	(157,811)	$	       -
	Adjustments to reconcile net loss to
	 net cash used by operating activities:
	Changes in operating assets and liabilities:
		Depreciation and amortization					$	  16,086	$	       -
		(Increase) decrease in accounts receivable				 (15,046)		 (27,304)
		(Increase) / decrease in prepaid expenses				   1,213		 (20,000)
		Increase / (decrease) in accounts payable &
		   accrued liabilities							 339,665		 (14,750)
		Increase / (decrease) in accrued interest				     760		       -
		Increase / (decrease) in payroll liabilities				  37,533		       -
		Increase / (decrease) in deferred revenue				  92,264		       -
										-------------------	------------------

			Net cash used by operating activities			$	 314,664	$	 (62,054)


Cash flows from investing activities:

	Purchase of fixed assets						$	(191,187)	$	       -
	Franchise acquisition cost						$	 (70,000)
	Investment in Af2							$	 (88,252)	$	       -

			Net cash used by investing activities			$	(349,439)	$	       -
										-------------------	------------------

Cash flows from financing activities:
	Short term credit line							$	 150,000 	$	       -
	Loan to (from) related party						$	  40,073 	$	       -
	Proceeds from issuance of notes payable - related parties		$	  70,000 	$	       -
	Issuance of membership shares						$	 589,500 	$	(385,000)
										-------------------	------------------
			Net cash provided by financing activities		$	 849,573 	$	(385,000)
										-------------------	------------------

Net increase in cash								$	 814,797 	$	(447,054)

Cash, beginning of period							$	 172,446 	$	       -
										-------------------	------------------

Cash, end of period								$	 987,244 	$	(447,054)
										===================	==================

											 985,562 		(619,500)








                MILWAUKEE IRON PROFESSIONAL ARENA FOOTBALL, LLC

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

Nature  of Business: Milwaukee Iron Professional Arena Football, LLC was formed
in November of 2006, in the State of Wisconsin, as a limited liability company,
originally  named  Wisconsin  Professional  Indoor Football, LLC. The Milwaukee
Iron are a professional Arena Football team that  plays their home games at the
Bradley  Center,  the  premier  sports  and  entertainment  venue  in  downtown
Milwaukee, Wisconsin, as a member of Arena Football One.

These  financial statements have been prepared  in  accordance  with  generally
accepted  accounting  principles  applicable  to a going concern, which assumes
that  the  Company  will  be  able  to meet its obligations  and  continue  its
operations for its next fiscal year.  Realization  values  may be substantially
different from carrying values as shown and these financial  statements  do not
give  effect to adjustments that would be necessary to the carrying values  and
classifications  of  assets  and  liabilities  should  the Company be unable to
continue as a going concern.  At December 31, 2009, the  Company  had  not  yet
achieved  profitable operations, has accumulated losses of $1,256,560 since its
inception,  has  a  working capital deficiency of $660,190 and expects to incur
further  losses  in the  development  of  its  business,  all  of  which  casts
substantial  doubt   about  the  Company's  ability  to  continue  as  a  going
concern.  The Company's  ability  to  continue  as a going concern is dependent
upon its ability to generate future profitable operations  and/or to obtain the
necessary  financing to meet its obligations and repay its liabilities  arising
from normal  business  operations when they come due.  Management has no formal
plan in place to address  this  concern  but considers that the Company will be
able  to  obtain  additional funds by equity  financing  and/or  related  party
advances, however there  is no assurance of additional funding being available.
The accompanying financial  statements  do not include any adjustments relating
to the recoverability and classification  of  recorded asset amounts or amounts
and classification of liabilities that might result  from  the  outcome of this
uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR

The Company's fiscal year-end is September 30, 2009.

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  include  the  combined  accounts   of
Milwaukee  Iron  Professional  Arena  Football,  LLC and Wisconsin Professional
Arena Football Investment, LLC, a Wisconsin Limited  Liability Corporation. All
material  intercompany  transactions  and  accounts  have  been  eliminated  in
consolidation.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of highly liquid investments  with maturities
of three months or less when purchased.

USE OF ESTIMATES

The  preparation of financial statements in accordance with generally  accepted
accounting  principles  requires  management  to make estimates and assumptions
that affect the reported amounts of assets and  liabilities  and the disclosure
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.

PROPERTY AND EQUIPMENT

Depreciation is computed  primarily  on  the straight-line method for financial
statements purposes over the following years:

Leasehold Improvements 	15
Equipment-Football      7
Fixtures & Furniture    5
Playing Field           7

All assets are booked at historical cost. Management reviews on an annual basis
the  book  value, along with the prospective  dismantlement,  restoration,  and
abandonment  costs and estimate residual value for the assets, in comparison to
the carrying values on the financial statements.

IMPAIRMENT AND DISPOSAL OF LONG-LIVED ASSETS

The Company evaluates  the  carrying  value  of its long-lived assets under the
provisions  of  FASB ASC 360-10-35, "Subsequent  Measurement".   This  requires
impairment losses  to  be recorded on long-lived assets used in operations when
indicators of impairment  are  present  and  the undiscounted future cash flows
estimated to be generated by those assets are  less  than  the assets' carrying
amount.   If  such  assets  are  impaired,  the impairment to be recognized  is
measured by the amount by which the carrying  amount  of the assets exceeds the
fair value of the assets.  Assets to be disposed of are  reported  at the lower
of  the carrying value or fair value, less costs to sell.  No impairments  were
recognized during the years ended December 31, 2008 and December 31, 2009.

REVENUE RECOGNITION

Revenues  consist  principally  of  ticket sales, sponsorships, and merchandise
sales.

All revenues are recognized when the  products  are  sold  to  a purchaser at a
fixed  or  determinable  price,  delivery or event has occurred and  title  has
transferred, and collection of the revenue is reasonably assured.


INCOME TAXES

INCOME TAX STATUS-LIMITED LIABILITY  CORPORATION: The Company has elected under
the Internal Revenue Code to be a taxed  as  a  Corporation.  In  lieu  of  the
members  of  a Limited Liability Corporation being taxed on their proportionate
share of the Company's  taxable  income, the corporation will pay income taxes.
Therefore, no provision or liability for federal income taxes has been included
in the financial statements. The Company  incurred  net operating losses during
all  periods  presented  resulting  in a deferred tax asset,  which  was  fully
allowed for in a valuation allowance.  As a result, the net benefit and expense
resulted in no income taxes.

MARKETING/ ADVERTISING COSTS


Marketing and advertising costs are expensed as incurred.

GUARANTEED PAYMENTS TO MEMBERS

Guaranteed  payments  to  members that are  designed  to  represent  reasonable
compensation for services rendered are accounted for as expenses rather than as
an allocation of net income.   Guaranteed payments that are designed to reflect
payment of interest on capital accounts  are  not  accounted for as expenses of
the  Company. Such payments are considered as part of  the  allocation  of  net
income.  There have been no guaranteed payments to members to date.

NOTE 3 - SEGMENT INFORMATION

The following  is  a  detailed  profit  and  loss  statement  for the operating
segments. There were no inter-segment revenues.




                                              three months ended	three months ended
                                              December 31, 2009		December 31, 2008
					      ------------------	------------------
Revenue
   Tickets                                                     -                         -
   Sponsorship                                            49,300                         -
   Merchandising                                             345                         -
   Other                                                       -                         -
					      ------------------	------------------
          Total Revenue                                   49,645                         -

Cost of Sales
   Football team operations                               20,488
   Game operations                                         6,022
   Sponsorships                                           75,043
   Tickets                                                 5,810                         -
          Total cost of revenues                         107,363                         -
					      ------------------	------------------

Gross Profit                                             (57,718)                        -

Operating expenses
   Selling, general and administrative                    61,046                   566,379
   Depreciation and amortization                          16,086                     6,429
					      ------------------	------------------
          Total operating expenses                        77,132                     6,429
					      ------------------	------------------
Net Operating Loss                            $         (134,849)       $           (6,429)
					      ==================	==================





NOTE 4 - INTANGIBLE ASSETS

The  Company  currently  owns  Franchise  Rights  to  use  the  Milwaukee  Iron
Professional  Arena Football Team. The Company amortizes the intangibles  using
the straight-line  method  over a useful life of 7 years. While the Company has
the rights as long as they continue  to abide by the rules of the Af2 agreement
by paying fees, fines, and assessments  on time, management has determined that
using  a  7  year  life  for  amortization to be  the  most  conservative.  The
historical cost of the intangible assets was $250,000. Accumulated amortization
totaled $52,349 and $88,064 (unaudited) for the periods ended December 31, 2008
and December 31, 2009, respectively.

NOTE 5 - LINE OF CREDIT

The Company's credit facilities  consist of a revolving line of credit of up to
$350,000. At the end of the 2009 fiscal  year,  there was a balance of $150,000
outstanding  on  the  revolving  line  of credit (the  "Revolving  Loan").  The
Revolving Loan bears interest at varying  rates  that  fluctuate  based  on the
prime  rate  plus  one  percentage  point,  with the rate not falling below six
percent.  The  rate is set at six percent until  the  lender  changes  it.  The
Revolving Loan is  due  and  payable  in full on December 28, 2009 and requires
monthly interest payments. The Company also has two unused letters of credit of
$183,000 outstanding as of December 31,  2009.  See Note 8 for more information
on the unused letters of credit.

NOTE 6 - MEMBERS' SHARE CAPITAL

DURING THE YEAR ENDED DECEMBER 31, 2009:

CONTRIBUTED CAPITAL:  During the quarter, various  members  and  other entities
contributed  a  total of $62,500 to the Company to finance costs necessary  for
the Company to continue operations.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company had issued  a note payable to a member during the last fiscal year.
The total due as of December  31,  2009  was $30,000. This obligation is due on
demand and does not accrue interest.

As of December 31, 2009, the Company owed another member a total of $10,614 for
expenses paid on behalf of the company.

Both of these obligations are included in the accompanying financial statements
as Loans from related parties.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Letters of Credit: In October and November of 2008, The Company was granted two
letters of credit in the amounts of $100,000  and  $83,000, respectively. These
letters of credit expire in October and November of  2010, subject to automatic
renewal  unless notified within 45 or 90 days, respectively.   Each  letter  of
credit, if  used,  will  accrued interest at the Prime Rate plus one percentage
point, with a floor rate of six percent. Interest payments will require monthly
interest payments, if used.

As of December 31, 2009, the unused letters of credit amounted to $183,000.

NOTE 9 - LEASE COMMITMENTS

The Company currently has  an  operating  lease agreement with the Center where
the team plays its home games. The agreement has terms for a base fee of $8,500
per game (the "Base Fee") plus and additional  fee  of  $2,500 for each game in
which  attendance  is  equal  to  or  greater than 2,500, but less  that  5,000
attendees or $5,000 for each game in which  attendance  is  equal to or greater
than 5,000 attendees. Additionally, beginning January 1, 2010, the Company will
pay an additional fee of $2,000 per game for which the Center  must  remove  or
install a curtain system in connection with a team home game. Payments are made
to  the  Center  on  a  per game basis as a deduction by the Center of any game
revenue.

The following is a schedule  by  years  of  future  minimum lease fees required
under the operating lease agreement:


YEAR ENDING SEPTEMBER 30,   	AMOUNT

          2010            	$88,000
          2011                   88,000


The  Company  paid  $0 and $106,700 in fees according to  the  operating  lease
agreement in fiscal years 2010 and 2009, respectively.

NOTE 10 - LEGAL MATTERS

None

NOTE 11 - SUBSEQUENT EVENTS

None








                                  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 hereunto duly authorized.

Date: February 18, 2010

Genesis Capital Corporation of Nevada

By: Richard Astrom
--------------------
Name: Richard Astrom
Title: Chief Executive Officer


                                 EXHIBIT INDEX


Exhibit Number	Description of Exhibit
--------------	----------------------
2.1     	Agreement and Plan Of  Merger  effective  as  of  the  26th  of
		January, 2010 by  and  among  Genesis  Capital  Corporation  of
		Nevada, a Nevada Corporation, Genesis Capital Acquisition Corp.
		a   wholly-owned   subsidiary   of  Genesis,   Milwaukee   Iron
		Professional Arena Football, LLC, a Wisconsin limited liability
		company, Wisconsin Professional Arena Football	Investment LLC,
		a Wisconsin limited liability company and Christopher Astrom.

16.1     	Letter on change in Certifying Accountant

23.1    	Consent of Larry O'Donnell, CPA, P.C.