UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ending March 31, 2013

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

For the transition period from _____to_____

Commission file number:  333-103331

Genesis Financial, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Washington	03-0377717
(State of Incorporation)	(IRS Employer Identification No.)
3773 West Fifth Avenue, Suite 301 Post Falls, ID.	83854
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (208) 457-9442

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes [  ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer [ ], Accelerated filer [ ], Non-accelerated filer [ ], Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by the court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of April 30, 2013 there were 10,759,108 shares of common stock issued and outstanding.

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Table of Contents

PART 1 – FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

14

Item 4. Controls and Procedures.

14

PART II - OTHER INFORMATION

15

Item 1.  Legal Proceedings.

15

Item 1A. Risk Factors

15

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

15

Item 3.  Defaults upon Senior Securities.

15

Item 4.  Mine Safety Disclosures.

15

Item 5.  Other Information.

15

Item 6.  Exhibits

16

SIGNATURES

17

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PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

GENESIS FINANCIAL, INC.
Condensed Balance Sheets
(Unaudited)
			March 31,		December 31,
			2013		2012
	ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	47,722	$	153,887
	Interest and other receivables		101,242		93,849
	Related party receivable		830		-
	Investment in real estate limited liability corporations		403,655		436,155
	Loans held for sale		1,574,014		1,279,074
	Real estate owned		450,202		450,877
	Total current assets		2,577,665		2,413,842
NON-CURRENT ASSETS:
	Long-term investments, at cost		1,250,000		1,250,000
	Marketable equity securities, at fair value		1,412,782		1,018,500
	Office equipment		5,777		6,118
	Total non-current assets		2,668,559		2,274,618
	Total assets	$	5,246,224	$	4,688,460
	LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Line of credit, affiliated company	$	1,435,000	$	1,450,000
	Line of credit, bank		200,000		-
	Related party payable		5,041		-
	Other current liabilities		21,699		11,242
	Total current liabilities		1,661,740		1,461,242
LONG-TERM LIABILITIES:
	Convertible note payable to officer		250,000		250,000
COMMITMENTS AND CONTINGENCIES			-		-
STOCKHOLDERS’ EQUITY:
	Series B Preferred Stock, $1.00 par value: 2,290,000 authorized
	1,740,000 and 1,815,000 issued and outstanding, respectively		1,740,000		1,815,000
	Common stock, $.001 par value, 100,000,000 authorized,
	10,759,108 and 10,571,608 issued and outstanding, respectively		10,759		10,571
	Additional paid-in capital		6,087,228		6,005,420
	Accumulated deficit		(5,406,285)		(5,372,273)
	Accumulated other comprehensive income		902,782		518,500
	Total stockholders’ equity		3,334,484		2,977,218
	Total liabilities and stockholders' equity	$	5,246,224	$	4,688,460
	See accompanying notes to these condensed financial statements.

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	GENESIS FINANCIAL, INC.
	Condensed Statements of Operations and Comprehensive Income (Loss)
	(Unaudited)
					Three Months Ended
					March 31,
					2013		2012
	REVENUE:
		Interest, processing fees and other income		$	53,351	$	17,901
			Net revenues		53,351		17,901
	EXPENSES:
		Fair value adjustment			-		-
		Loss on investment in real estate LLC			32,500		-
		Salaries			12,750		11,250
		Interest expense, related party			5,041		15,873
		Interest expense, other			104		2,861
		Depreciation			341		400
		Office occupancy and other			36,627		28,222
			Total operating expenses		87,363		58,606
	NET INCOME (LOSS)				(34,012)		(40,705)
	COMPREHENSIVE INCOME:
		Unrealized gain on marketable securities			384,282		-
	COMPREHENSIVE INCOME (LOSS)			$	350,270	$	(40,705)
	BASIC AND DILUTED EARNINGS
		(LOSS) PER SHARE		$	Nil	$	(0.01)
	WEIGHTED AVERAGE SHARES
		OUTSTANDING - BASIC AND DILUTED			10,604,473		7,863,358
			See accompanying notes to these condensed financial statements.

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GENESIS FINANCIAL, INC.
Condensed Statements of Cash Flows
(Unaudited)
			Three Months Ended
			March 31,
			2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES		$	(291,165)	$	61,653
CASH FLOWS FROM INVESTING ACTIVITIES			-		-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings (repayment) line of credit with affiliate, net		(15,000)		-
	Borrowings (repayment) from line of credit from bank, net		200,000		(50,000)
			185,000		(50,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(106,165)		11,653
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			153,887		22,117
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	47,722	$	33,770
NONCASH TRANSACTIONS
	Preferred stock converted to common stock		75,000		97,500
See accompanying notes to these condensed financial statements.

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NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization:

Genesis Financial, Inc. (“the Company” or “Genesis”) was incorporated in Washington State on January 24, 2002.  The Company is primarily engaged in the business of purchasing and selling real estate receivable loans and periodically providing bridge capital funding.  Loans consist of real estate loans and mortgage notes collateralized by primarily first position liens on residential and commercial real estate.  The loans collateralized by real estate are typically non-conventional either because they are originated as a result of seller financing, or the underlying property is non-conventional.

The Company invests in loans using investor funds, equity funds and funds generated from external borrowings including a line of credit facility from an affiliated stockholder.   

The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included.  Operating results for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2013.  

For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for year ended December 31, 2012.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Significant estimates used herein include those relating to management’s estimate of fair value of loans held for sales, real estate owned, and long-term investments.  It is reasonably possible that actual results could differ from those and other estimates used in preparing these financial statements and such differences could be material.

Summary of Significant Accounting Policies:

Fair value measurements - The following information for each class of assets and liabilities that are measured at fair value is disclosed:

1.

the fair value measurement;

2.

the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3);

3.

for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following:

a.

total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings  are reported in the statement of operations;

b.

the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported;

c.

purchases, sales, issuances, and settlements (net); and

d.

transfers into and/or out of Level 3.

4.

the amount of the total gains or losses for the period in (3)(a) included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and

5.

in annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period.

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Investment available for sale - The cost of marketable equity securities sold is determined by the specific identification method.  Net unrealized holding gains and losses based upon the fair value of the securities, determined using Level 1 inputs, are reported as accumulated other comprehensive income, a separate component of stockholders’ equity. Declines in the fair value of individual available-for-sale securities below their cost that are other than temporary result in a write-down of the individual security to its fair market value; write-downs are reflected in earnings as a realized loss on available-for-sale securities. Factors affecting the determination of whether an other-than-temporary impairment has occurred include a downgrading of the security by a rating agency, a significant deterioration in the financial condition of the issuer, or that management would not have the intent or ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value.

Long term investments – Investments not readily marketable are recorded at cost when purchased. The investments in equity securities of privately held companies in which the Company holds less than 20% voting interest and on which the Company does not have the ability to exercise significant influence are accounted for using the cost method. Under the cost method, these investments are carried at the lower of cost or fair value, determined using Level 3 inputs. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. In making this determination, the Company reviews several factors to determine whether the losses are other-than-temporary, including but not limited to: (i) the length of time the investment was in an unrealized loss position, (ii) the extent to which fair value was less than cost, (iii) the financial condition and near term prospects of the issuer and (iv) the Company's intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value.

Investment in real estate companies – Investments in real estate companies are recorded as cost when initially acquired.   These companies are typically limited liability companies. For investment in real estate companies in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For investment in real estate companies in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the underlying real estate companies’ earnings and losses is included in the statement of operations. For investments in real estate companies where the Company holds more than 50% of the voting interest and has significant influence, the real estate company is consolidated with the presentation of non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the company’s board of directors. The Company recognizes an impairment charge when a decline in the fair value of its investments below the carrying amount is judged to be other-than-temporary.

Loans held for sale - Loans held for sale are initially recorded at the lower of cost or fair value.  Loans held for sale are measured at fair value on a recurring basis.   Fair value for these loans is determined by assessing the probability of borrower default using historical payment performance and available cash flows to the borrower, then projecting the amount and timing of cash flows, including collateral liquidation if repayment weaknesses exist.  The Company considers any valuation inputs related to loans held for sale to be Level 3 inputs. Interest on loans held for sale is included in interest income during the period held for sale. Typically, the Company attempts to sell loans three to twelve months after acquisition. It is the policy of the Company not to hold any loans for investment purposes.  

Real estate owned - Real estate owned (“REO”) (acquired through a loan default) is recorded at fair value on a non-recurring basis.  Upon transfer of a loan held for sale to REO, properties are recorded at amounts which are equal to fair value of the properties based on the following inputs: (1) appraisal provided by a certified appraiser, (2) BPO (Broker’s Pricing Opinion) provided by a qualified real estate broker, (3) site inspection by qualified management of the Company, or (4) a combination of all of the above.  Periodically, non-recurring fair value adjustments to REO are recorded to reflect partial write-downs based on the same inputs.  The Company considers any valuation inputs related to REO to be Level 3 inputs.  The individual carrying values of these assets are reviewed for impairment at least annually and any additional impairment charges are expensed to operations.

Loan sales – Loans are considered sold when the Company surrenders control over the loan to the investors, with standard representations and warranties, and when the risks and rewards inherent in owning the loans have been transferred to the buyer.

Earnings per share – Basic earnings per common share have been computed on the basis of the weighted-average number of common shares outstanding during the period presented.  Diluted earnings per common share are computed on the basis of the number of shares that are currently outstanding plus the number of shares that would be issued pursuant to outstanding warrants, stock options and common stock issuable on conversion of preferred stock unless such shares are deemed to be anti-dilutive. The dilutive effect of convertible debt and outstanding securities, in periods of future income, would be as follows as of March 31, 2013 and March 31, 2012:

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	2013	2012
Stock options	1,261,000	1,000,000
Convertible preferred stock	4,350,000	4,650,000
Convertible debt	625,000	625,000
Total possible dilution	6,236,000	6,275,000

Reclassifications – Certain reclassifications have been made to conform prior years’ data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders’ equity.

NOTE 2 — LOANS HELD FOR SALE:

 

The Company's fair value of loans held for sale consisted of the following:

					March 31, 2013		December 31, 2012
Residential				$	507,681	$	507,145
Land					84,845		84,942
Commercial					651,488		656,987
Other					330,000		30,000
Total				$	1,574,014	$	1,279,074

The following table presents a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the quarters ended March 31, 2013 and 2012:

				March 31,
				2013		2012
	Beginning Balance		$	1,279,074	$	598,251
	New loans			300,000		30,000
	Principal payments			(17,498)		(4,062)
	Sale of loans			-		(25,000)
	Repossession Expenses			12,438		-
	Ending Balance		$	1,574,014	$	599,189

NOTE 3- REAL ESTATE OWNED:

The Company's fair value of REO consisted of the following:

					March 31, 2013		December 31, 2012
Land				$	449,938	$	450,613
Commercial					264		264
Total				$	450,202	$	450,877

The following table presents the change in balance sheet carrying values associated with REO for the quarters ended March 31, 2013 and 2012:

				March 31,
				2013		2012
	Beginning Balance		$	450,877	$	1,095,393
	Proceeds from sales of REO			-		(81,955)
	Net change in holding costs			(675)		(5,876)
	Ending Balance		$	450,202	$	1,007,562

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NOTE 4 — INVESTMENTS:

Long term investments:

Flyback Energy, Inc.:

On November 23, 2010, the Company closed the purchase of an equity interest in Flyback Energy, Inc., for $1,200,000.  The purchase was for $1,200,000 of Series “B” Preferred Stock and Common Stock Purchase Warrants from Flyback Energy, Inc., a closely held Washington corporation payable on an installment basis.  On April 25, 2011, the Company purchased $50,000 of Series “C” Preferred Stock that is convertible at $.60 per share or 83,333 shares of common stock and bears a 5% dividend rate.

The Flyback Series "B" Preferred shares are convertible into Flyback common shares on a one for one (1:1) basis and the conversion pricing is subject to adjustments for certain diluting issues of common stock, subdivisions or combinations of common stock, reclassifications, exchanges and/or substitutions of stock.

Flyback Energy, Inc. is a privately-held company that has developed a unique and proprietary electronic switch design that offers control over electrical power and magnetic fields.

Marketable Equity Securities:

AWG International Water Corporation:

The Company purchased 109,906 shares of the AWG International, Inc., (“AWGI”) common stock for $500,000 ($250,000 each in 2010 and 2011).  In July 2012, AWGI was acquired by MIP Solutions, Inc. in a share exchange transaction (the "Acquisition").  In connection with this Acquisition, the Company’s 109,906 shares of AWGI common stock were converted into 7,380,433 shares of AWG International Water Corporation (formerly MIP Solutions, Inc.).  MIP Solutions, Inc. changed its name to AWG International Water Corporation and its common stock quoted on the OTC Electronic Bulletin Board. Prior to the Acquisition, the Company accounted for its investment in AWGI as a long term investment because AWGI’s capital stock was not publicly traded. Once the Acquisition occurred and the shares were tradable publicly, the Company changed the method of accounting for this investment to an investment in a marketable equity security. Under this accounting, the investment is presented at fair value on the balance sheet and the resulting unrealized gain or loss is recognized as other comprehensive income.   

At March 31, 2013 the quoted market value of AWGI was $0.19 per share or $1,402,282 resulting in an unrealized gain of $383,782 for the quarter.   Total unrealized gain at March 31, 2013 is $902,282. The investment is measured using Level 1 fair value inputs.

Gambit Energy Inc.:

On February 4, 2013, the Company received 10,000 restricted common shares of Gambit Energy, Inc., a Nevada corporation ("GMEI") quoted on the OTC Markets.  The shares were issued as additional consideration for extending the due date of a loan held for sale relating to GMEI promissory note. On the date of the transaction, the fair value of GMEI shares was $10,000 which was recognized as loan fee income during the quarter ended March 31, 2013.

 At March 31, 2013, the quoted market value of the GMEI shares was $1.05 per share or $10,500 resulting in an unrealized gain of $500. The investment was measured using Level 1 fair value inputs.

Investments in Real Estate Companies:

The Company acquired investments in two real estate companies in 2012.  The ownership percentage of each was 53.809% and 9.145%. At March 31, 2013, the companies had carrying values of $250,000 and $153,655, respectively.  During the quarter ended March 31, 2013, the Company recorded a loss of $32,500 on one of the investments due to the decline in value that was considered by management to be other than temporary.

NOTE 5 — LINES OF CREDIT:

Bank line of credit:  On June 27, 2012, Genesis entered into a $250,000 line of credit with RiverBank, bearing indexed interest rate as published by the Wall Street Journal or 5% whichever is greater. At the time of the loan the indexed rate was 3.25%.  At March 31, 2013 and December 31, 2012, the balance owing is $200,000 and $0, respectively. The line has a term of 12 months, and an origination fee of 1/2%, or $1,250. The payments are due monthly on the 1^st on all accrued unpaid interest. The Riverbank line of credit is senior to the Coghlan Family Corporation, Inc. (“CFC”) line of credit, and is collateralized by the assets of Genesis.  The Riverbank line requires that the CFC line may not be paid down lower than the amount owing to Riverbank at any time during the term of the loan.  The line is payable on demand and is personally guaranteed by John R. and Wendy Coghlan, related parties of the Company.

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Line of credit - affiliated company: the Company had a $2,500,000 Line of Credit Agreement with the CFC, with balances owing of $1,435,000 and $1,450,000 at March 31, 2013 and December 31, 2012, respectively. CFC is an affiliated company controlled by John R. Coghlan. If the Company defaults on the agreement, the default interest rate will be 12%.  Interest is payable monthly. The line has a term of 12 months and an origination fee of 1/2% or $12,500. The credit line is collateralized by all of Genesis’ assets and is subordinate to the RiverBank line of credit. Borrowings under the line are personally guaranteed by Michael A. Kirk, the Secretary of the Company. Because of the economic conditions, CFC has agreed to waive the interest starting October 1, 2010 and has also agreed to waive the 12% default rate.

NOTE 6 — CONVERTIBLE NOTE PAYABLE TO OFFICER

On December 15, 2010, the Company entered into a convertible note agreement with John R. Coghlan, a related party (see Note 8). The note accrues interest at 8% per annum with interest and balance initially due on December 15, 2012.  The note is convertible at any time by Mr. Coghlan into one (1) share of the Company’s Series “B” Preferred stock for every $1.00 outstanding of the note payable and related accrued interest.  In connection with the issuance of this note, the Company recognized a beneficial conversion feature of $128,750 that resulted in a discount to the note payable. The discount is being amortized into earnings over the term of the note and was fully amortized at December 31, 2012. The note is collateralized by 290,000 shares of the Company’s Series “B” Preferred stock. On October 16, 2012, the Company and Coghlan agreed to extend the due date of the note to December 15, 2015.

NOTE 7 — SERIES B PREFERRED STOCK

On March 31, 2013, holders of 75,000 shares of Series B preferred stock converted their shares into 187,500 shares of common stock.   

NOTE 8 — RELATED-PARTY TRANSACTIONS:

Related parties are defined as Officers, Directors, and/or those Shareholders owning or controlling more than 5% of the common stock of Genesis, or any entities that are owned or controlled by Officers, Directors, and/or those Shareholders owning or controlling more than 5% of the common stock of Genesis.

Coghlan Family Corporation, Coghlan, LLC and West 3773 Fifth, LLC are controlled by John R. Coghlan, a Company director, CFO and majority shareholder. Coghlan Family Corporation is owned 100% by Coghlan, LLC, which is owned by the Coghlan family members. John R. and Wendy Coghlan (husband and wife) collectively own 35.65% of Coghlan, LLC and are co-managers. West 3773 Fifth, LLC is owned 100% by John and Wendy Coghlan (husband and wife). Genesis Holdings, Inc. is a Washington Corporation, which is managed by John R. Coghlan.  Mr. Coghlan is the President and Director of Genesis Holdings, Inc.  Genesis Holdings II, Inc. is a Washington Corporation, which is managed by Michael Kirk.  Mr. Kirk is the President and Director of Genesis Holdings II, Inc. JM Growth Enterprises, LLC is a company owned and controlled by Michael Kirk and John R. Coghlan.

In addition to transactions described in Notes 5 and 6, Genesis Financial, Inc. had the following related party transactions for the quarter ended March 31, 2013 and the year ended December 31, 2012.

Michael Kirk and Genesis Finance Corporation

On January 1, 2009, the Company entered into a Management and Servicing Agreement with Genesis Finance Corporation, a Washington Corporation. Mike Kirk, Genesis Financial, Inc.’s president is the president Genesis Finance Corporation. As of January 1, 2012 the monthly fee was removed and the outsourcing services were offset by general offices expenses paid by the Company on behalf of Genesis Finance Corporation.  

John R. Coghlan

One June 27, 2012, John R Coghlan personally guaranteed our Riverbank line of credit.

There was no activity for the quarter ended March 31, 2013.

Coghlan Family Corporation “CFC”

There was no activity for the year ended December 31, 2012 and for the quarter ended March 31, 2013.

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Coghlan, LLC

There was no activity for the year ended December 31, 2012 and for the quarter ended March 31, 2013.

West 3773 Fifth, LLC

On October 20, 2011, the Company entered into a month-to-month tenancy with West 3773 Fifth, LLC, the monthly rent is $750.

On January 13, 2012, West 3773 Fifth, LLC purchased $25,000 interest in a loan held for sale by the Company.  No gain or loss was recognized on this sale because it was sold at its carrying value.  

There was no activity for the quarter ended March 31, 2013.

Genesis Holdings, Inc.

The assets of Genesis Holding, Inc valued at $1,219,200 were acquired by Genesis Financial, Inc. in the year ended December 31, 2012 for 2,032,000 shares of common stock.

The Company charged Genesis Holdings, Inc. $11,220 in management fees and $5,617 in servicing fees during the year ended December 31, 2012.

Genesis Holdings II, Inc.

The assets of Genesis Holding II, Inc valued at $192,000 were acquired by Genesis Financial, Inc. in the year ended December 31, 2012 for 320,000 shares of common stock.

The Company charged Genesis Holdings II, Inc. $1,940 in management fees and $971 in servicing fees during the year ended December 31, 2012.

NOTE 9 – SUBSEQUENT EVENT:

On May 13, 2013, the Company entered into a Memorandum of Understanding (“MOU”) with Clint Lohman (“Lohman”) regarding the acquisition of a leasehold property located in Dunn County, North Dakota known as the Halliday Project. The Company intends to acquire the leasehold which is being developed by Lohman as a residential subdivision.    The Company has previously loaned Lohman approximately $325,000 of the construction costs.  The estimated project cost to complete the project is $300,000 which the Company will fund.  The MOU also states that Lohman will assign the leasehold with improvements to the Company in exchange for 589,762 of the Company’s common shares and cancellation of the outstanding loan.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

When used in this Form 10-Q and in our future filings with the Securities and Exchange Commission, the words or phrases will likely result, management expects, or we expect, will continue, is anticipated, estimated or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Background

Genesis Financial, Inc. is engaged in the business of buying and selling seller financed real estate loans ("loans"), and originating commercial real estate hard money loans. We purchase loans at a discount and hold them for sale for a relatively short period to provide seasoning and value appreciation. After the holding period, we sell the loans. We expect to derive operating revenues from resales of loans at a profit, and from interest income derived from loans during the holding period. We originate commercial real estate loans and sell the loan, or participations in those loans, to accredited private investors.  From time to time, we also consider other forms of cash flow instruments when warranted.  Genesis has also invested in two private companies with a view toward diversifying its investment portfolio.

Additional details about our business are set forth in our Annual Report on Form 10-K for the year ending December 31, 2012.  The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q.

The purpose of this section is to discuss and analyze our financial condition, liquidity and capital resources and results of operations. You should read this analysis in conjunction with the financial statements and notes that appear elsewhere in this Quarterly Report on Form 10-Q. This section contains certain "forward-looking statements" within the meaning of federal securities laws that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. The Company’s actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under "Disclosure Regarding Forward-Looking Statements" in this Quarterly  Report on Form 10-Q.

PLAN OF OPERATIONS.

Over the course of the next twelve months, we will continue to concentrate on resolving delinquencies and repossession situations, raising capital to acquire income producing real estate, and make new short term bridge loans in the real estate industry.  We are not capitalized at a level that allows holding of significant amounts of loans and as a result, we will continue to work toward short term turnover.

It is the goal of the company to grow its capital base where the overhead related to our Securities and Exchange Commission ("SEC") periodic reporting obligations does not represent such a large percentage of operating cash flow from invested assets.

RESULTS OF OPERATIONS

Quarter ended March 31, 2013 compared to quarter ended March 31, 2012.

Revenues

Total revenues for the quarter ending March 31, 2013 were $53,351 compared to $17,901 for the same quarter ending March 31, 2012.  The majority of the revenue for the quarter ended March 31, 2013 and the quarter ended March 31, 2012 was from interest and loan fee income.    Revenue for the quarter ended March 31, 2013 is greater than the corresponding period in 2012 due to interest income earned on a larger contracts held for sale portfolio and due to receipt of loan fees of $10,000.

Net income (loss) from operations was $(34,012) and $(40,705), respectively, for the quarters ending March 31, 2013 and 2012.

Of the loans held for sale at March 31, 2013, loans held for sale with value of $762,006 were in payment default.  We believe the defaults and repossessions are directly related to the national real estate market collapse.  

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General and Administrative Expenses

General and administrative expenses (“G&A”) for the quarters ended March 31, 2013 and 2012 were $49,377 and $39,472, respectively. G&A primarily consists of management and professional fees for legal and auditing.  The changes for the fiscal quarters ended March 31, 2013 and 2012 were $9,905 and $2,863 respectively. 

Interest Expense

For the quarters ending March 31, 2013 and 2012, interest expense amounted to $5,145 and $18,734, respectively.

Interest expense was incurred on borrowings under lines of credit with Riverbank, an unaffiliated lender, and the convertible note payable with John R. Coghlan, an affiliated person. The Coghlan Family Corporation, an affiliated company, has waived current interest payments on its line of credit.

We are currently operating under a primary $250,000 line of credit with Riverbank, an unaffiliated lender, with a variable interest rate equal to the prime rate index rate (as published in the Wall Street Journal) plus 1%, with a floor of six percent.  The line of credit also included a one-half percent origination fee.  The line of credit expires July 1, 2013.

We also are currently operating under a secondary $2,500,000 line of credit with Coghlan Family Corporation, an affiliated company, with a variable interest rate equal to the prime index rate (as published in the Wall Street Journal), plus 1%.  The line of credit also includes a one-half percent origination fee.

We consider the terms of the lines of credit to be acceptable. As of March 31, 2013 and December 31, 2012, the balances on the lines of credit were $1,635,000 and 1,450,000 respectively. Interest expense on the line of credit will fluctuate in future periods with inventory levels.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s principal sources of cash are from interest income, principal reductions, related party loans, unaffiliated party loans, funding agreements and common and preferred stock private placements. The Company anticipates that our primary uses of cash will need to be supplemented in order to meet the demands upon its current operations, and the need for additional funds to finance ongoing acquisitions of seller financed real estate receivables and originations of commercial real estate hard money loans, and the expense of the litigating of delinquent contracts and loans, and the maintenance and resale costs of repossessed properties.

At March 31, 2013 and December 31, 2012, we had cash available of $47,722 and $153,887, respectively, and $50,000 and $ $250,000 were available under our bank line of credit.  Management considers the capital resources to be adequate to meet the current operating needs of the Company for the next twelve months.

Genesis is currently operating under a primary $250,000 line of credit with Riverbank, an unaffiliated lender, with a variable interest rate equal to the prime rate index rate (as published in the Wall Street Journal) plus 1%, with a floor of six percent.  The line of credit also included a one-half percent origination fee.  The line of credit expires July 1, 2013. The line is payable on demand and is personally guaranteed by John and Wendy Coghlan. At March 31, 2013 the balance was $200,000.

At March 31, 2013, the Company had a $2,500,000 Line of Credit Agreement with the Coghlan Family Corporation, Inc. (“CFC”) with a balance of $1,435,000. CFC is an affiliated company controlled by a director and principal shareholder of the Company. The interest rate on the line is a variable interest rate equal to the prime rate index (as published in the Wall Street Journal) plus 1%.  The line has a term of 12 months and an origination fee of 1/2% or $12,500. The credit line is collateralized by all of Genesis’ assets but is subordinate to the RiverBank line of credit. The line of credit agreement requires that the Company maintain a debt to equity ratio of no greater than 3.0. Borrowings under the line are personally guaranteed by an officer of the Company. Because of the economic conditions, CFC has agreed to waive all interest beginning October 1, 2010 and the 3.0 debt to equity ratio, as well as the 12% default rate, are waived.

Our capital resources have been adequate to fund our operations at a reasonable level during the quarter covered by this Quarterly Report. We have paid close attention to our contract purchases and loans and maintained our funding requirements within our available resources. We receive interest and principal reductions (typically monthly) on contracts and loans which we hold in inventory.  We would require an increase in our capital base, and an improvement in the real estate markets, in order to grow the company, and improve profitability.  At this point, management does not believe that the real estate markets have bottomed out, and we will continue to wait until we believe that real estate market begins to improve, before we will attempt to recapitalize.

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For the quarters ending March 31, 2013 and 2012, our net cash flows from operating activities were $(291,165) and $61,653, respectively. The reason for the decrease was the addition of new loans held for sale.

For the period ended March 31, 2013 and 2012 the cash flows used by investing activities was $-0-.

During these periods our net cash provided by (used by) financing activities was $185,000 and $(50,000), respectively.  The reason for the increase for the period ended March 31, 2013 was the increase in the Riverbank line of credit while the decrease for the period ended March 31, 2012 was the pay down of the line of credit.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Not applicable to Smaller Reporting Companies

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of March 31, 2013 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

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Limitations

Our management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION      

Item 1.  Legal Proceedings.

Presently, we are not subject to any material legal proceedings.  In the normal course of business, Genesis is the initiator of legal proceedings associated with judicial foreclosures related to our loan portfolio.  

Item 1A. Risk Factors

Not Applicable to Smaller Reporting Companies.

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

None.

Item 3.  Defaults upon Senior Securities.  

None.

Item 4.  Mine Safety Disclosures.

Not Applicable.

Item 5.  Other Information.   

At March 31, 2013 we had 75,000 shares of Series B Preferred stock converted to 187,500 share of Common stock.

On May 13, 2013, we entered into a Memorandum of Understanding ("MOU") with Clint Lohman ("Lohman") regarding the acquisition of a leasehold property located in Dunn County, North Dakota known as the Halliday Project. We intend to acquire the leasehold which is being developed by Lohman as a residential subdivision. We believe the subdivision, once completed, will provide a source of cash flow from residential rents. The property is located in an area which is experiencing rapid population growth due to the development of the Bakken Oil Shale resource in North Dakota.  

The Halliday Project is a 100 lot residential subdivision.   To date, 50 lots have been completed and are ready to offer for rent.  To date, Lohman has invested approximately $700,000 into the project.   We had previously loaned Lohman approximately $325,000 of the construction costs.  The estimated project cost to complete the the project is $300,000 which we will fund.  The MOU states that Lohman will assign the leasehold with improvements to Genesis in exchange for 589,762 Genesis common shares and cancellation of the outstanding loan. 

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Item 6.  Exhibits

(a) Exhibits

Exhibit No.	Description
31.1	CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1	CEO Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2	CFO Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101*	The following materials from Genesis Financial, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2013 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flow, and (iv) Notes to consolidated Financial Statements tagged as blocks of text.

*   In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 20, 2013

Genesis Financial, Inc.

(Registrant)

/s/ John R. Coghlan

________________________

By: John R. coghlan

Title: President, Chief Executive Officer

Chief Financial Officer (Principal Accounting Officer)

/s/ Virginia Walters

________________________

By: Virginia Walters

Title: Treasurer and Director

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