UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December~~June 3130, ~~2010~~2011

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

For the transition period from to

Commission file number: 2 - 87052 - D

Genesis Solar Corporation

(Exact name of Registrant as specified in its charter)


Colorado	84-0914754
(State or other jurisdiction of	(IRS Employer Identification
incorporation or organization)	Number)

4600 South Ulster Street, Suite 800

Denver, Colorado 80237

(Address of principal executive offices and Zip Code)

(303) 221-3680

(Registrant's telephone number)

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 ~~___~~__X_ No ____

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer o £ Accelerated filer o £; Non-accelerated filer o Smaller reporting company þR

As of August ~~February 11~~15, 2011 there were 172,~~059~~963,~~093~~000 shares, of the Registrant’s common stock $.01 par value, outstanding.

GENESIS SOLAR CORPORATION

(A Development Stage Company)

INDEX

PART I. FINANCIAL INFORMATION

Item 1: Financial Statements

Balance Sheet – March 31, ~~2010~~2011 (audited) and ~~December~~June 3130, ~~2010~~2011 (unaudited)

Statement of Operations – For the Three Months Ended ~~December~~June 3130, ~~2009~~2010 and ~~2010~~2011 (unaudited) and Cumulative Amounts from Inception of the Development Stage (October 1, 2008) through June 30, 2011 (unaudited)

Statement of ~~Operations~~Stockholders' –Equity ~~For the Nine Months Ended December 31, 2009 and 2010~~ (~~unaudited~~Deficit) ~~and~~- ~~Cumulative~~For ~~Amounts from Inception of~~ the ~~Development~~Three ~~Stage~~Months ~~(October~~Ended 1,June ~~2008) through December 31~~30, ~~2010~~2011 (unaudited)

Statement of ~~Stockholders'~~Cash ~~Equity~~Flows ~~(Deficit)~~ - For the ~~Nine~~Three Months Ended ~~December~~June 3130, 2010 and 2011 and Cumulative Amounts from Inception of the Development Stage (October 1, 2008) through June 30, 2011 (unaudited)

Statement of Cash Flows - For the Nine Months Ended December 31, 2009 and 2010 and Cumulative Amounts from Inception of the Development Stage (October 1, 2008) through December 31, 2010 (unaudited)

Notes to Unaudited Financial Statements

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation Item 3: Quantitative and Qualitative Disclosure About Market Risk Item 4: Controls and Procedures PART II. OTHER INFORMATION Item 1: Legal Proceedings Item 1A: Risk Factors Item 2: Unregistered Sales of Equity Securities and Use of Proceeds Item 3: Defaults upon senior securities. Item 4: Reserved. Item 5: Other information. Item 6: Exhibits Signatures Certification pursuant to Securities Exchange Act of 1934 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002

Item 3:

Quantitative and Qualitative Disclosure About Market Risk

Item 4:

Controls and Procedures

PART II. OTHER INFORMATION

Item 1:

Legal Proceedings

Item 1A:

Risk Factors

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3:

Defaults upon senior securities.

Item 4:

Reserved.

Item 5:

Other information.

Item 6:

Exhibits

Signatures

Certification pursuant to Securities Exchange Act of 1934 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002

See accompanying notes.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GENESIS SOLAR CORPORATION (A Development Stage Company) BALANCE SHEET March 31, 2011 and June 30, 2011

(AAuited) ~~Development Stage Company~~(Unaudited)

BALANCE SHEET

ASSETS

	March			June
Current assets:
Cash ($954 in interest bearing accounts)	$	2,147		$	6,257

Total assets	$	2,147		$	6,257

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	5,209		$	12,733
Accounts payable - related party		26,460			26,460
Officer payable (Note 5)		40,000			60,000
Accrued salary - officer (Note 5)		241,750			241,750
Accrued interest - officer (Note 5)		3,019			3,658
Accrued interest		-			21

Total current liabilities		316,438			344,622

Note payable (Note 3)		-			22,500

Total liabilities		316,438			367,122

Commitments (Note 5)

Stockholders' equity (deficit):
Preferred stock, $.01 par value; 100,000,000 shares
authorized, no shares issued and outstanding		-			-
Common stock, $.01 par value; 500,000,000 shares
authorized, 2,963,000 shares issued and		29,630			29,630
outstanding
Additional paid-in capital		6,150,558			6,150,558
Accumulated deficit (including $405,570 deficit
accumulated during the development stage at
		(6,494,479	)		(6,541,053	)

Total stockholders' equity (deficit)		(314,291	)		(360,865	)

Total liabilities and stockholders' equity (deficit)	$	2,147		$	6,257

~~March~~See ~~31,~~accompanying ~~2010 and December 31, 2010~~notes.

(Audited) (Unaudited

ASSETS
	March			December
Current assets:
Cash	$	9,362		$	15,871
Note receivable - related party - current portion (Note 4)		95,599			-
Interest receivable - related party (Note 4)		1,441			-
Prepaid expenses and other assets		15,770			-
Total current assets		122,172			15,871
Computer equipment, at cost, net of accumulated
depreciation of $3,496 (March) and $3,500 (December)		4			-
Total assets	$	122,176		$	15,871
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	5,655		$	1,007
Accounts payable - related party		31,952			26,460
Officer payable (Note 4)		40,000			40,000
Accrued salary - officer		241,750			241,750
Accrued interest - officer (Note 4)		1,019			2,519
Total current liabilities		320,376			311,736
Stockholders' equity (deficit):
Preferred stock, $.01 par value; 100,000,000 shares
authorized, no shares issued and outstanding		-			-
Common stock, $.01 par value; 500,000,000 shares
authorized, 2,963,000 shares issued and		29,630			29,630
outstanding
Additional paid-in capital		6,150,558			6,150,558
Accumulated deficit (including $340,570 deficit
accumulated during the development stage at
December 31, 2010) (Note 1)		(6,378,388	)		(6,476,053	)
Total stockholders' equity (deficit)		(198,200	)		(295,865	)
Total liabilities and stockholders' equity (deficit)	$	122,176		$	15,871
See accompanying notes.

GENESIS SOLAR CORPORATION

(A Development Stage Company)

STATEMENT OF OPERATIONS

For the Three Months Ended December 31, 2009 and 2010

For the Three Months Ended June 30, 2010 and 2011 and Cumulative Amounts
from Inception of the Development Stage (October 1, 2008) through June 30, 2011
(Unaudited)

							Cumulative
							amounts from
	2010			2011			Inception

Costs and expenses:
Legal fees	$	18,948		$	3,683		$	110,183
Consulting and travel expenses - related
party		4,022			-			39,680
General and administration		18,886			35,353			183,730
Rent and storage expenses		6,878			6,878			99,534
Depreciation		4			-			1,178

Total costs and expenses		48,738			45,914			434,305

Other income (expense)
Rental income (Note 5)		-			-			16,450
Interest income		1,086			-			15,964
Interest expense		(500	)		(660	)		(3,679	)
Total other income (expense)		586			(660	)		28,735

Net loss (Note 4)	$	(48,152	)	$	(46,574	)	$	(405,570	)

Basic and diluted loss per common share	$	(0.02	)	$	(0.02	)	$	(0.18	)

Weighted average number of common
shares outstanding		2,963,000			2,963,000			2,249,936

~~(Unaudited)~~See accompanying notes.

	2009			2010
Costs and expenses:
Legal fees	$	12,042		$	5,692
Travel and other expenses - related party		-			3,101
General and administration		19,390			6,663
Rent and storage expenses		8,025			6,877
Depreciation		195			-
Total costs and expenses		39,652			22,333
Other income (expense) (Note 4)
Interest income		1,791			359
Interest expense		(519	)		(500	)
Total other income (expense)		1,272			(141	)
Net loss (Note 3)	$	(38,380	)	$	(22,474	)
Basic and diluted loss per common share	$	(0.02	)	$	(0.01	)
Weighted average number of common
shares outstanding		2,041,587			2,963,000
See accompanying notes.

GENESIS SOLAR CORPORATION

(A Development Stage Company)

STATEMENT OF OPERATIONS

For the Nine Months Ended December 31, 2009 and 2010

and

Cumulative Amounts from Inception of the Development

Stage (October 1, 2008) through December 31, 2010

(Unaudited)

							Cumulative
							amounts from
	2009			2010			Inception
Costs and expenses:
Legal fees	$	45,644		$	37,355		$	101,599
Travel and other expenses - related party		28,866			7,123			39,680
General and administration		82,941			33,221			142,230
Rent and storage expenses		25,067			20,633			85,778
Depreciation		587			4			1,178
Total costs and expenses		183,105			98,336			370,465
Other income (expense) (Note 4)
Rental income		-			-			16,450
Interest income		6,402			2,171			15,964
Interest expense		(519	)		(1,500	)		(2,519	)
Total other income (expense)		5,883			671			29,895
Net loss (Note 3)	$	(177,222	)	$	(97,665	)	$	(340,570	)
Basic and diluted loss per common share	$	(0.12	)	$	(0.03	)	$	(0.16	)
Weighted average number of common
shares outstanding		1,503,509			2,963,000			2,092,732
See accompanying notes.

GENESIS SOLAR CORPORATION

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

For the ~~Nine~~Three Months Ended ~~December~~June 3130, ~~2010~~2011

(Unaudited)

					Additional					Total
	Common stock				paid-in		Accumulated			stockholders'
	Shares		Amount		capital		deficit			equity (deficit)
Balance at March 31, 2010		2,963,000	$	29,630	$	6,150,558	$	(6,378,388	)	$	(198,200	)
Balance at March 31, 2011		2,963,000	$	29,630	$	6,150,558	$	(6,494,479	)	$	(314,291	)
Net loss for the nine months
Net loss for the three months
ended December 31, 2010		-		-		-		(97,665	)		(97,665	)
ended June 30, 2011		-		-		-		(46,574	)		(46,574	)
Balance at December 31, 2010		2,963,000	$	29,630	$	6,150,558	$	(6,476,053	)	$	(295,865	)
Balance at June 30, 2011		2,963,000	$	29,630	$	6,150,558	$	(6,541,053	)	$	(360,865	)

See accompanying notes.

GENESIS SOLAR CORPORATION

(A Development Stage Company)

STATEMENT OF CASH FLOWS

For the Nine Months Ended December 31, 2009 and 2010, and Cumulative Amounts

For the Three Months Ended June 30, 2010 and 2011 and Cumulative Amounts
from Inception of the Development Stage (October 1, 2008) through June 30, 2011
(Unaudited)

	Three months Ended						Cumulative
	June 30,						amounts from
	2010			2011			Inception
Cash flows from operating activities:
Net loss	$	(48,152	)	$	(46,574	)	$	(405,570	)
Adjustment to reconcile net loss to net
cash used in operating activities:
Depreciation expense		4			-			1,178
Note issued for consulting services		-			22,500			22,500
Change in interest receivable and prepaid		16,125			-			19,514
Change in accounts payables and accrued		2,526			8,184			29,629

Net cash used in operations		(29,497	)		(15,890	)		(332,749	)

Cash flows from investing activities:
Receipts on note receivable		23,559			-			229,784

Net cash provided by investing activities		23,559			-			229,784

Cash flows from financing activities:
Proceeds from sale of stock		-			-			17,300
Proceeds from officer loan		-			20,000			60,000

Net cash provided by financing activities		-			20,000			77,300

Net increase (decrease) in cash		(5,938	)		4,110			(25,665	)

Cash and cash equivalents at
beginning of period		9,362			2,147			31,922

Cash and cash equivalents at
end of period	$	3,424		$	6,257		$	6,257

Supplemental disclosure of non cash investing and financing activities:

During the three month period ended June 30, 2011, the Company issued a note payable for
consulting services in the amount of $22,500.

from Inception of the Development Stage (October 1, 2008) through December 31, 2010

(Unaudited)

	Nine months Ended						Cumulative
	December 31,						amounts from
	2009			2010			Inception
Cash flows from operating activities:
Net loss	$	(177,222	)	$	(97,665	)	$	(340,570	)
Adjustment to reconcile net loss to net
cash used in operating activities:
Depreciation expense		587			4			1,178
Change in receivables and prepaid expense		9,045			17,211			19,514
Change in payables and accrued expenses		25,515			(8,640	)		16,743
Net cash used in operations		(142,075	)		(89,090	)		(303,135	)
Cash flows from investing activities:
Receipts on note receivable - related party		67,579			95,599			229,784
Net cash provided by investing activities		67,579			95,599			229,784
Cash flows from financing activities:
Proceeds from sale of stock		17,300			-			17,300
Proceeds from officer loan		40,000			-			40,000
Net cash provided by financing activities		57,300			-			57,300
Net increase (decrease) in cash		(17,196	)		6,509			(16,051	)
Cash and cash equivalents at
beginning of period		34,448			9,362			31,922
Cash and cash equivalents at
end of period	$	17,252		$	15,871		$	15,871

See accompanying notes.

GENESIS SOLAR CORPORATION

(Formerly Cogenco International, Inc.)

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2010~~ 2011

1. Significant Accounting Policies and basis of presentation

Effective December 7, 2009 the Company changed its name from Cogenco International, Inc. to Genesis Solar Corporation (“Genesis Solar” or the “Company”) when the Company’s Amended and Restated Articles of Incorporation became effective with the Colorado Secretary of State. The Company’s shareholders approved this name change at an annual meeting of shareholders held on March 30, 2009, but at that time authorized Company management to effect the name change at a later date. Based on the business operations and transactions the Company hopes to engage in, in November 2009 the Company’s Board of Directors believed it was appropriate to change the Company’s name to Genesis Solar Corporation and thereafter caused the Company to effect the name change.

Genesis Solar ceased active business operations in early 1988. Genesis Solar has been seeking potential business opportunities since that time, has maintained itself as a validly existing Colorado corporation, and has continued to make filings under Section 15(d) of the Securities Exchange Act of 1934. Except for a series of private equity financings in 2005, 2006, and 2007 totaling approximately $4.7 million, and the activities described below with DMI BioSciences, Inc. (“DMI”) and Genesis Energy Investments, PLC (“GEI Plc”), Genesis Solar has not engaged in active business operations for more than the past five years. Genesis Solar has not received any revenues from operations for more than the past ten years. Effective October 1, 2008, the Company decided to begin a search for a new business opportunity inasmuch as it determined that it was no longer pursuing any business opportunities or transactions with DMI. The Company therefore entered a new development stage as more fully defined in the guidance in Section 915 of the FASB Accounting Standards Codification™.

OnThe ~~August~~March 1131, ~~2009,~~2011 ~~Genesis~~balance ~~Solar~~sheet ~~entered~~data ~~into an agreement to acquire three subsidiaries (collectively the “Solar Subsidiaries”) of GEI Plc, which~~ was ~~then~~derived anfrom ~~affiliate~~audited offinancial ~~Genesis Solar’s principal shareholder. As further described below~~statements, ~~this~~but ~~agreement~~does ~~was~~not ~~amended~~include ~~twice,~~all ~~and~~disclosures ~~then~~required inby ~~May~~accounting ~~2010~~principles ~~the~~generally ~~parties~~accepted ~~entered into an Amended and Restated Stock Purchase Agreement with respect to the Company’s potential acquisition of the Solar Subsidiaries. Later~~ in ~~May 2010,~~ the ~~parties~~United ~~conducted~~States ~~an initial closing~~ of ~~the transaction into escrow~~America. Effective August 3, 2010, the Company entered into various agreements further amending the terms of the transaction, pursuant to which the Solar Subsidiaries were transferred to an affiliate of the Company, with the expectation that the Company may be able to complete the acquisition of one of the Solar Subsidiaries and certain intellectual property from that affiliate by December 31, 2010. Due both to a lack of funding and the failure of the other parties to the arrangement to complete their respective obligations, the Company did not complete the acquisition by that date and the Company’s obligations and right to do so expired. As described below, although Genesis Solar still hopes to acquire one of one of the Solar Subsidiaries and related intellectual property, there is not currently a formal agreement between the parties setting forth the terms by which the Genesis Solar would do so.

The March 31, 2010 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.7

1. Significant Accounting Policies and basis of presentation (continued)

The accompanying financial statements have been prepared by Genesis Solar, without audit. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of the financial position as of March 31, ~~2010~~2011 and ~~December~~June 3130, ~~2010~~2011, and the results of operations and cash flows for the periods ended ~~December~~June 3130, ~~2009~~2010 and ~~2010~~2011. The financial statements have been prepared on a going concern basis which contemplates the realization of assets and liquidation of liabilities in the ordinary course of business. As shown in the accompanying financial statements, Genesis Solar has incurred significant losses from inception to date and does not have sufficient funds on hand to continue to fund operations. As a development stage company, Genesis Solar has relied on infusions of equity capital, the repayment of debt (including related party debt owed to Genesis Solar by Genesis Capital Management Limited), and loans from its President to fund its limited activities. As a result, substantial doubt exists about Genesis Solar’s ability to continue to fund future operations using its existing resources. Genesis Solar will likely continue to seek equity investments from offshore accredited investors; however there can be no assurance that it will actually receive any such funding.

Earnings (loss) per share

In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 260, Earnings per Share ("ASC 260"), basic earnings (loss) per shares is computed by dividing net loss attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net loss attributable to common shares by the weighted average number of common and potential common shares outstanding during period.

The Company has excluded the contingent stock agreements with Vital Source, S.A. for 3,500,000 common shares and the GEI Plc for 14,096,093 common shares, as described in these notes and in the notes to our March 31, 2010 Form 10-K, from its calculation of the effect of dilutive securities, as they represent anti-dilutive stock.

2. Recently Issued Accounting Standards

In ~~September~~June ~~2010~~2011, the ~~Securities~~Financial ~~and~~Accounting ~~Exchange~~Standards ~~Commission~~Board (“FASB”) issued ~~Release~~Accounting 33Standard Update (“ASU”) 2011-~~9142~~05, ~~which~~Presentation ~~removed~~of Comprehensive Income. In this update, an entity has the ~~requirement~~option ~~for~~to ~~issuers~~present ~~that~~the ~~are~~total ~~neither~~of ~~accelerated~~comprehensive ~~filers~~income, ~~nor~~the ~~large~~components ~~accelerated~~of ~~filers~~net toincome, ~~have~~and anthe ~~auditor~~components ~~attestation~~of onother ~~internal~~comprehensive ~~controls~~income ~~over~~either ~~financial~~in ~~reporting~~a single continuous statement of comprehensive income or in two separate but consecutive statements. ~~Therefore~~ In both choices, ~~smaller~~an ~~reporting~~entity ~~companies~~is ~~such~~required asto ~~Genesis~~present ~~Solar~~each ~~Corporation~~component ~~will~~of ~~not~~net ~~need~~income ~~its~~along ~~auditors~~with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This Update eliminates the option to ~~provide~~present the ~~attestation~~components onof ~~internal~~other ~~controls;~~comprehensive ~~however~~income ~~management~~as ~~will~~part ~~complete~~of ~~its~~the ~~assessment~~statement ~~for~~of changes in stockholders' equity. The amendments in this Update do not change the ~~year~~items ~~ended~~that ~~March~~must 31be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This update is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not believe this update will have an impact on the Company’s financial statements.

In ~~June~~May ~~2009~~2001, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~2001-04, ~~(“FASB”)~~Amendments ~~issued~~to ~~authoritative~~Achieve ~~guidance~~Common toFair ~~require~~Value anMeasurement ~~analysis~~and toDisclosure ~~determine~~Requirements ~~whether~~in aU.S. ~~variable~~GAAP ~~interest~~and ~~gives~~IFRS. ~~the~~The ~~entity~~amendments ain ~~controlling~~this ~~financial~~Update ~~interest~~generally inrepresent aclarifications ~~variable~~of ~~interest~~Topic ~~entity.~~820, ~~This~~Fair ~~guidance~~Value ~~requires~~Measurements, anbut ~~ongoing~~also ~~reassessment~~include ~~and~~some ~~eliminates~~instances ~~the~~where ~~quantitative~~a ~~approach~~particular ~~previously~~principle ~~required~~or requirement for ~~determining~~measuring ~~whether~~fair anvalue ~~entity~~or isdisclosing ~~the~~information ~~primary~~about ~~beneficiary~~fair value measurements has changed. ItThis ~~requires~~Update anresults ~~analysis~~in tocommon ~~determine~~principles ~~whether~~and arequirements ~~variable~~for ~~interest~~measuring ~~gives~~fair ~~the~~value ~~entity~~and afor ~~controlling~~disclosing ~~financial~~information ~~interest~~about fair value measurements in aaccordance ~~variable~~with ~~interest~~U.S. ~~entity~~GAAP and IFRSs. This ~~guidance~~update is effective for ~~fiscal~~interim ~~years~~and annual periods beginning onafter ~~January~~December 115, ~~2010~~2011. The Company ~~adopted~~does ~~this standard~~not onbelieve ~~April~~this 1,update ~~2010~~will ~~and it does not~~ have an impact on the ~~unaudited~~Company’s financial statements.

In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This update provides accounting and reporting guidance for own-share lending arrangements issued in contemplation of convertible debt issuance. The guidance requires that a share-lending arrangement entered into on an entity’s own shares in contemplation of a convertible debt offering or other financing is required to be measured at fair value and recognized as issuance cost in the financial statement of the entity. This issue only applies to share-lending arrangements that are classified as equity in the financial statements of the share lender. This update is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years with retrospective application required. The Company adopted this update on April 1, 2010, and it did not have an impact on the Unaudited Financial Statements.8

93. Note payable

3In June 2011, the Company issued a promissory note to a third party in the amount of $22,500 for the payment of services rendered to the Company. ~~Income~~ The ~~taxes~~note bears interest at 5% per annum and is due at the earlier of: (i) on or before May 31, 2013; or (ii) within 25 days of the earlier of a liquidity event for a loan or stock sale by the Company greater than $500,000.

No4. Income ~~provision for income~~ taxes ~~is required at March 31, 2010 or December 31, 2010 because, in management’s opinion and based on historical performance the effective tax rate for the periods in question will be zero.~~

AsNo ofprovision for income taxes is required at March 31, ~~2010~~2011 ~~and~~or ~~December~~June 3130, ~~2010~~2011 because, ~~total~~in ~~deferred~~management’s opinion and based on historical performance the effective tax ~~assets~~rate ~~and~~for ~~valuation~~the ~~allowance~~periods ~~are~~in asquestion ~~follows:~~will be zero.

	March 31,			December 31,
	2010			2010
Deferred tax assets resulting from:
Loss carryforward	$	346,900		$	374,200
Future deduction for accrued salaries and interest		90,600			91,300
Valuation allowance		(437,500	)		(465,500	)
	$	-		$	-

As of March 31, 2011 and June 30, 2011, total deferred tax assets and valuation allowance are as follows:

4. Related party transactions

		March 31,			June 30,
		2011			2011

Deferred tax assets resulting from:
Loss carryforward	$	375,400		$	388,100
Future deduction for accrued salaries and interest		91,500			91,800
Valuation allowance		(466,900	)		(479,900	)
	$	-		$	-

5. Related party transactions

a. Brenman Employment Agreement

In November 2004 we entered into an employment agreement with David Brenman (Genesis Solar’s president) which became effective on or about September 30, 2005. The employment agreement was approved by our board of directors, including Mr. Brenman’s father and brother-in-law. The material terms of David Brenman’s employment agreement are described in our annual report on Form 10-K for the year ended March 31, ~~2010~~2011. We paid Mr. Brenman his salary as due under the employment agreement through August 15, 2006, but, except for a $2,000 payment made in June 2007, since August 31, 2006, we have been unable to make payments to him as required under his employment agreement. Mr. Brenman has orally agreed to defer (without interest) collection of any other amounts due under his employment agreement until such time as Genesis Solar is adequately financed. Further, on March 31, 2008 Mr. Brenman orally agreed to suspend the accrual of his salary until Genesis Solar is adequately financed.

b. Affiliate Loan

During the quarter ended September 30, 2009, Mr. Brenman advanced Genesis Solar $40,000, to provide Genesis Solar ~~additional~~ liquidity to pay its obligations pursuant to the terms of a promissory note issued by the Company (the “Note”). The Note is a demand note and accrues interest at 5%. Principal and accrued interest is due in full upon demand by Mr. Brenman.

During the quarter ended June 30, 2011 Mr. Brenman advanced Genesis Solar a total of $20,000 to provide the Company liquidity. This amount was advanced to the Company under the same terms and conditions contained in the Note.

c. Office Lease

On January 1, 2010, the Company moved its offices to 4600 South Ulster Street, Suite 800, Denver, CO 80237. The office is leased by Micro-Imaging Solutions, LLC (“MIS”) on a month-to-month basis. The Company currently pays approximately $2,292 per month under this arrangement. An affiliate of Mr. Brenman has a significant equity interest in MIS and Mr. Brenman is a manager of MIS.

5. Related party transactions (continued)

d. DMI Stock Sale and Genesis Capital Management Limited Promissory Note

On March 7, 2008 Genesis Solar sold its minority ownership of DMI to Genesis Biotechnology Fund (“Genesis Biotech”) and Genesis Capital Management Limited (“GCM Ltd”). Genesis Biotech and GCM Ltd. are affiliated with Genesis Investment Funds Limited, which through its affiliated entities was, and currently is, the majority shareholder of Genesis Solar (currently owning greater than 50% of Genesis Solar’s outstanding common stock).

The transaction occurred as follows:

·	Genesis Solar sold 1,423,256 shares of DMI to Genesis Biotech in consideration for Genesis Biotech surrendering 1,423,256 shares of Genesis Solar common stock;

4. Related party transactions (continued)

Genesis Solar sold 250,000 shares of DMI to GCM Ltd. in consideration for a promissory note in the face amount of $250,000 (the “CGM Note”). The CGM Note carried 6% interest and obligated GCM Ltd. to pay Genesis $25,000 per quarter. The first payment was made on June 26, 2008, and the final payment was made on or about December 20, 2010. Payments totaled $274,211.

Payments under the CGM Note were the only outside source of liquidity for Genesis Solar, and Genesis Solar used the quarterly payments to help satisfy its basic obligations. Now that the CGM Note has been paid in full, in the near future Genesis Solar will have to identify and obtain other sources of funding to pay its routine general and administrative obligations.

e. Potential Acquisition of Genesis Solar Espana, S.L.

On May 12, 2010 the Company entered into an Amended and Restated Stock Purchase Agreement (the “Restated SPA”) with GEI Plc (then an affiliate of GCM Ltd) regarding the Company’s potential acquisition of the “Solar Subsidiaries” (being Genesis Solar Espana, S.L. (“GSE”), Genesis Solar Singapore Pte. Ltd. (“GSS”), and Genesis Solar Hungary Kft (“GSH”)). This agreement amended and restated the agreement the parties initially entered into on August 11, 2009 and then amended twice subsequently (on November 24, 2009 and January 19, 2010). The parties completed the initial closing into escrow on May 25, 2010 at which time the Company deposited share certificates with a third party escrow agent (the “Escrow Agent”) representing 14,146,093 shares of the Company’s common stock, and certain other certificates and documents. The shares deposited were allocated for the purchase price of GSE, GSS, GSH, and certain intellectual property owned by GEI Plc.

In July 2010 the Company assigned its rights under the Restated SPA to GCM Ltd, and on or about August 3, 2010, GCM Ltd exercised its rights to acquire the Solar Subsidiaries and certain know-how from GEI Plc. As a part of that that transaction, the Company indicated that it was not interested in acquiring GSS or GSH, and as a result 50,000 shares of Company common stock were returned to the Company for cancellation. GCM Ltd. exercised its rights under the Restated SPA to acquire the Solar Subsidiaries and Know-How on or about August 3, 2010. Genesis Solar retained rights to acquire GSE and the know-how from GCM Ltd. Pursuant to the terms of a new escrow agreement the Escrow Agent continued to hold certificates representing 14,096,093 shares of Company common stock (the “Shares”) in escrow, which the parties agreed would not be released from escrow until Gensis Solar’s notification following the satisfaction or waiver of various conditions precedent (the “Release Conditions”). The parties had agreed that if the Release Conditions were not satisfied or waived by December 31, 2010 the Escrow Agent would return the Shares to the Company.

In large part because the Company did not have the working capital necessary to engage in significant due diligence with respect to GSE and ~~the~~certain “Know-How”, owned by GSE and the other parties did not enter into various other agreements necessary to satisfy the Release Conditions, Genesis Solar’s rights to acquire GSE and the Know-How expired on January 1, 2011 when the escrow agreement terminated.

Genesis Solar does not know whether it will now be able to acquire GSE or the Know-How, but it has advised the other parties to the transaction that it is willing to continue negotiations subject to compliance with its disclosure requirements. Nevertheless, Genesis Solar has requested the Escrow Agent to return to it the 14,096,093 shares of Genesis Solar common stock that the Escrow Agent ~~continues to hold~~held. ~~Upon~~Those ~~receipt~~shares ofwere ~~those~~returned ~~shares~~to ~~(which~~Genesis ~~are~~Solar ~~considered~~in ~~outstanding~~February ~~for~~2011 ~~the~~and ~~purposes~~submitted ofto the ~~Colorado~~transfer ~~Business~~agent ~~Corporation~~for ~~Act),~~ cancellation. Genesis Solar ~~will~~has ~~direct~~no ~~its~~further ~~transfer~~right ~~agent~~ to ~~cancel~~acquire ~~them~~GSE or the Know-How.

As of the date of this Report, the Company has not acquired GSE and there can be no assurance that it will be able to do so at any time in the future. Genesis Solar’s ability to acquire GSE and the Know-How depends on a number of factors, including Genesis Solar’s ability to perform adequate due diligence and the ability of other parties to negotiate acceptable arrangements among themselves. A significant issue for Genesis Solar’s ability to negotiate a new arrangement and then to complete the transaction will be Genesis Solar’s ability to obtain the financing necessary to do so – financing that Genesis Solar has not been able to acquire.10

6. Financial Instruments

The financial instruments recorded on our balance sheets include cash, related party accounts payable and trade accounts payable. Due to their short term maturity, the carrying amounts of these financial instruments approximate fair value.

7. Subsequent events

The Company has evaluated events subsequent to June 30, 2011 through August 15, 2011, the date the financial statements were issued and has determined that no subsequent events are material requiring disclosure.

5. Financial Instruments

The financial instruments recorded on our balance sheets include cash, related party notes receivable, related party accounts payable and trade accounts payable. Due to their short term maturity, the carrying amounts of these financial instruments approximate fair value.

6. Subsequent events

On or about January 20, 2011 Genesis Solar requested that the Escrow Agent return to Genesis Solar for cancellation the 14,096,093 shares of Genesis Solar common stock held by the Escrow Agent. Although the Escrow Agent has informed Genesis Solar that it has taken steps to return the shares, due to logistical and administrative demands, as of February 14 , 2011, Genesis Solar had not yet received the return of those shares.

The Company has evaluated events subsequent to December 31, 2010 through February 14, 2011, the date the financial statements were issued.

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

The statements contained in this Report on Form 10-Q that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, hopes, intentions or strategies regarding the future. Forward looking statements include: statements regarding future products or product development; statements regarding future selling, general and administrative costs and research and development spending, and our product development and marketing strategies; statements regarding future capital expenditures and financing requirements; and similar forward looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we undertake no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from those in such forward-looking statements.

~~Introduction~~Corporate Background and ~~Background~~Plan of Operations

~~Overview~~Effective December 7, 2009 the Company changed its name from Cogenco International, Inc. to Genesis Solar Corporation (“Genesis Solar” or the “Company”) when the Company’s Amended and Restated Articles of Incorporation became effective under Colorado law. This name change was proposed to the Company’s shareholders (and then effected) based on the business operations and transactions the Company expected to pursue. Except for

~~Effective~~· December 7, 2009 the Company changed its name from Cogenco International, Inc. to Genesis Solar Corporation (“Genesis Solar” or the “Company”) when the Company’s Amended and Restated Articles of Incorporation became effective under Colorado law. This name change was proposed to the Company’s shareholders (and then effected) based on the business operations and transactions the Company is pursuing. Except for a series of equity financings in 2005, 2006, and 2007, the activities related to DMI (generally described in previous reports filed with the Securities and Exchange Commission), and the negotiation of the contemplated transaction involving Genesis Solar Espana, S.L. (“GSE”), Genesis Solar has not engaged in any business operations for more than the past five years. GSE is a Spanish entity that is in the process of planning, financing and building a plant in Spain to manufacture hi-tech solar panels using thin film technology. GSE has acquired real estate and has taken various steps in the permitting process for the manufacturing plant to be located near Cadiz, Spain.

~~Genesis~~· Solar has not received any revenues from operations for more than the past ten years. We have not had an equity interest in DMI since March 2008 and we are no longer pursuing any further business opportunities with DMI. A portion of our ~~liquidity~~unsuccessful ~~since~~efforts ~~March~~to ~~2008~~participate was derived from payments we have received from GCM Ltd (Genesis Capital Management, Ltd., a principal shareholder of Genesis Solar) for the purchase by it of shares of DMI common stock. GCM Ltd purchased those shares for a promissory note in the ~~original~~development ~~principal amount~~ of ~~$250,000,~~products ~~carrying 6% interest~~with, and ~~which~~then ~~obligated~~invest ~~GCM~~in, ~~Ltd~~DMI ~~to pay Genesis Solar $25~~Biosciences,~~000~~ ~~per quarter~~Inc. ~~The~~ ~~first payment was made on June 26~~(“DMI,” ~~2008,~~generally ~~and~~described ~~the~~in ~~final~~previous ~~payment~~reports ~~was~~filed ~~made~~with ~~on or about December 20, 2010. Payments during~~ the ~~period~~Securities ofand ~~the~~Exchange ~~note totaled $274~~Commission),~~211.~~ and

~~Instead,~~· asthe ~~described~~negotiation inand ~~various~~the ~~reports~~abandonment ~~filed~~of ~~with~~ the ~~Securities~~contemplated ~~Exchange Commission starting in April 2009 we began pursuing a~~ transaction ~~whereby~~involving weGenesis ~~were~~Solar ~~attempting to acquire a 100% interest in certain subsidiaries of and certain “Know-How owned by what was then an affiliated company~~Espana, ~~Genesis~~S.L. ~~Energy Investment Plc~~ (“~~GEI Plc~~GSE”)~~. In~~ ~~addition~~and torelated ~~GSE,~~entities ~~the~~(generally ~~“Solar~~described ~~Subsidiaries”~~in ~~were~~previous ~~Genesis~~reports ~~Solar~~filed ~~Singapore~~with ~~Pte.~~the ~~Ltd.~~Securities ~~(“GSS”)~~ and ~~Genesis~~Exchange ~~Solar Hungary Kft (“GSH”~~Commission).,

13· the collection of a $250,000 note from an affiliated entity, Genesis Capital Management, Ltd. (“GCM Ltd”) which purchased Genesis Solar’s interest in DMI,

~~The~~Genesis ~~transactions~~Solar ~~have~~has ~~been~~not ~~described~~engaged in ~~numerous~~any ~~reports~~business ~~filed~~operations byfor more than the past five years. Genesis Solar, ~~but~~has ~~have~~ not ~~been~~received ~~completed~~any ~~and,~~revenues onfrom ~~January~~operations 1,for ~~2011~~more ~~(as~~than ~~described~~the ~~below),~~past five years. Genesis Solar’s ~~obligations~~can ~~and~~be ~~rights~~described toas ~~acquire~~a ~~GSE~~“shell ~~and~~company” ~~the~~as ~~Know-How~~defined ~~expired. The~~in ~~transactions~~the ~~can~~rules beof ~~summarized~~the asSecurities ~~follows:~~and Exchange Commission.

Date	Event
April 2009	Genesis Solar and GEI Plc entered into a letter of intent.
August 2009	Genesis Solar entered into stock purchase agreement with GEI Plc to acquire the Solar Subsidiaries and the Know-How, an agreement amended in November 2009 and January 2010.
May 2010	Genesis Solar entered into an amended and restated stock purchase agreement with GEI Plc to acquire the Solar Subsidiaries and the Know-How.
May 2010	Initial closing of the amended and restated stock purchase agreement into escrow.
August 2010	Genesis Solar assigned its rights in the amended and restated stock purchase agreement to GCM Ltd., which then proceeded to complete the transaction with GEI Plc.
August 2010	As part of the GCM Ltd-GEI Plc closing, 50,000 shares of Genesis Solar stock were returned to Genesis Solar for cancellation and the balance (14,096,093 shares) were retained in escrow as consideration to be released to GEI Plc should Genesis Solar acquire GSE and the Know-How from GCM Ltd.
January 2011	The August 2010 escrow agreement expired, Genesis Solar did not acquire GSE or the Know-How from GCM Ltd., and Genesis Solar demanded the return to it of the 14,096,093 shares held in escrow.

Although the Company has not foreclosed the possibility of acquiring GSE or its affiliated entities, there no longer is an agreement in place between the parties providing for such an acquisition. If the Company were to elect to again to pursue that acquisition or any other business opportunity, the Company will need to make further contractual arrangements which may, or may not, follow along the lines of the previous discussions.

~~During~~Ultimately ~~these~~the ~~periods,~~Company ~~Genesis~~hopes ~~Solar~~to ~~entered~~identify ~~into~~and ~~various~~act ~~agreements~~upon ~~with~~a ~~parties~~business ~~which~~opportunity ~~Genesis~~in ~~Solar~~the ~~reasonably~~energy ~~believed~~production ~~could~~and/or ~~provide~~energy ~~the~~distribution ~~promised~~industries ~~financing~~either in the U. ~~These~~S. ~~agreements~~or abroad, ~~reported~~although the Company may consider business opportunities in ~~various~~other ~~filings~~industries. The ~~with~~Company ~~the~~has ~~Securities~~taken ~~and~~certain ~~Exchange~~preliminary ~~Commission~~steps ~~under~~to ~~the~~investigate ~~1934~~new ~~Act~~business opportunities, ~~never~~however to date none of these investigations have resulted in any ~~external~~form ~~financing~~of ~~for~~agreement ~~Genesis~~or ~~Solar~~any definitive steps towards the consummation of a transaction or relationship. There can be no assurance that the Company will identify an appropriate business opportunity or corporate transaction and consummate any such transactions.

~~Although~~As the Company ishas ~~still~~no ~~interested~~source inof ~~acquiring~~working ~~GSE~~capital or revenues, ~~there~~the noCompany ~~longer~~will ishave anto ~~agreement~~rely inon ~~place~~its ~~between~~affiliates ~~the~~to ~~parties~~advance ~~providing~~the ~~for~~Company ~~such~~funds. For anthe ~~acquisition,~~Company ~~and~~to ~~Genesis~~take ~~Solar~~significant ~~has~~steps ~~not~~in ~~been~~completing ~~able~~any tosuch ~~conduct~~transaction or ~~complete~~relationship, the ~~due~~Company ~~diligence~~will ~~necessary~~have to doobtain ~~so. To~~a ~~close~~significant ~~the~~amount ~~transaction~~of funding. Although the Company ~~will~~has ~~need~~sought tosuch ~~make~~funding ~~further~~in ~~arrangements~~connection with ~~GEI~~the ~~Plc,~~earlier ~~GCM~~efforts ~~Ltd,~~to ~~and~~engage ~~several~~in ~~other~~a ~~parties~~business ~~which~~opportunity ~~could~~with ~~result~~DMI inand ato ~~change~~acquire inGSE ~~the~~and ~~structure~~its ofaffiliated ~~the~~entities, ~~contemplated~~Genesis ~~transaction~~Solar, ~~a change in~~ the ~~structure~~Company ~~and~~has ~~amount~~not ofbeen ~~the~~able ~~consideration~~ to beobtain ~~paid~~sufficient byfunding, ~~the~~and ~~Company. Any~~there ~~such~~can ~~transaction~~be ~~will~~no ~~require~~assurance ~~significant~~that ~~additional~~if ~~financing~~the ~~for~~Company ~~Genesis~~identifies ~~Solar~~a ~~which~~new itbusiness ~~has~~opportunity ~~not~~that ~~yet~~outside ~~been~~funding ~~able~~will be available to ~~obtain~~the ~~despite~~Company ~~its~~on ~~efforts~~reasonable toterms, doif soat all.

Material Changes in Financial Conditions

Since the time Genesis Solar ceased active business operations in 1988, at times we have ~~been~~sought ~~seeking~~ potential business opportunities. As a result of our lack of liquidity, lack of assets and lack of business operations, we believe the on-going volatility in the capital markets are likely to make it especially difficult for us to obtain debt or equity financing. However, when we have identified an appropriate business opportunity either domestically or abroad, at times we have attempted to pursue that opportunity, although in each case to date a lack of financing has ~~prevented~~contributed usto ~~from~~our ~~completing~~inability ~~that~~to complete the transaction or acquisition.

On ~~December~~June 3130, ~~2010~~2011, we had a working capital deficit of $(~~295~~338,~~865~~365) as compared to our working capital deficit of $(~~198~~314,~~204~~291) as of March 31, ~~2010~~2011. ~~The~~As ~~increase~~of inJune 30, 2011 our ~~working~~assets ~~capital~~consisted ~~deficit~~solely isof the ~~result~~small amount of ~~our~~cash ~~utilization~~we ofhad aon ~~significant~~hand. During ~~portion~~the ofquarter ~~the~~ended ~~our~~June ~~current~~30, ~~assets~~2011 ~~during~~our president loaned the ~~nine~~Company ~~months~~a ~~ended~~total ~~December~~of 31$20,000 ~~2010~~ to help ~~fund~~us pay our ~~standard~~routine ~~operating~~corporate expenses ~~during~~(which ~~the~~is ~~period. During~~in ~~the~~addition ~~period~~to weloans ~~primarily~~and ~~utilized~~advances ~~payments~~previously ~~received~~extended ~~from~~by ~~GCM~~our ~~Ltd~~president). The ~~pursuant~~cash toon ahand ~~promissory~~as ~~note~~of (June 30, 2011 represented the ~~“GCM~~remainder ~~Note”)~~of these loans, and will not be sufficient to fund ~~our~~the ~~limited~~Company ~~operations~~beyond the very near term. We expect that our working capital deficit will continue to increase until (if ever) we obtain a significant amount of current assets as an investment or a long-term liability, or we achieve a position where our revenues exceed our expenses. During the period, our total assets also decreased from $122,176 at March 31, 2010 to $15,871 at December 31, 2010 because of our use of current assets to pay our operating losses as discussed above. Total stockholders’ deficit increased similarly during the period from $(198,200) to $(295,865). Absent our acquisition of additional assets or outside funding our total assets will continue to decrease and stockholders’ deficit will continue to increase as we expect to use our remaining funds on-hand to pay our on-going general obligations.

14In considering our substantial working capital deficit, it is important to note that more than $330,000 of our liabilities are owed to our president, David Brenman, or to an affiliate of his. These liabilities include:

In§ ~~considering~~Unpaid ~~our~~accrued ~~substantial~~salary ~~working~~amounting ~~capital deficit, it is important~~ to ~~note that more than~~ $~~310~~241,~~000~~750 ofat ~~our~~June ~~liabilities are owed to our president~~30, ~~David Brenman, or to an affiliate of his~~2011. ~~Although~~ ~~these~~Effective ~~are~~March ~~all current liabilities~~31, ~~Mr.~~2008 ~~Brenman has not attempted collection action with respect thereto. With~~ Mr. Brenman’s ~~consent,~~orally ~~Genesis~~agreed ~~Solar prioritizes payables owed~~ to ~~unrelated~~suspend ~~parties~~any ~~and,~~further asaccrual ~~additional~~of ~~cash~~the issalary ~~available, pays amounts~~ due to ~~Mr.~~him ~~Brenman. As~~until awe ~~result,~~are ~~management~~adequately ~~believes~~financed. ~~that~~Accordingly, in the ~~near~~line ~~term~~item ~~Genesis~~for ~~Solar~~our ~~will~~liability befor ~~able~~“accrued tosalary ~~continue~~– toofficer” ~~pay~~on ~~its~~our ~~routine~~balance ~~obligations~~has tonot ~~third~~changed ~~parties~~from asMarch ~~they become due. However~~31, ~~because~~2008 ~~the~~to ~~Company~~June ~~does not currently have any outside source of liquidity~~30, ~~and only has limited cash on hand~~2011, ~~the~~as ~~Company~~that ~~will~~obligation ~~need~~does tonot ~~secure~~bear ~~outside funding to pay its obligations beyond the near term~~interest.

~~For~~§ ~~the nine months ended December 31, 2010, total stockholders’ equity decreased by~~ $~~(97~~26,~~665)~~460 toat ~~$(295,865)~~June ~~as compared to $(198~~30,~~200)~~ as2011 offor ~~March~~expenses ~~31, 2010~~Mr. ~~The~~ ~~decrease~~Brenman inhas ~~stockholders’~~incurred ~~equity~~on isbehalf ~~primarily~~of ~~the~~Genesis ~~result~~Solar ofwhich ~~the~~have ~~continued~~not ~~operating~~been ~~losses~~reimbursed ~~and~~to ~~the~~him. ~~corresponding~~This ~~rise~~obligation indoes ~~our~~not ~~accumulated~~bear ~~deficit~~interest.

~~Through~~§ ~~the~~$60,000 ~~first~~for ~~three~~funds ~~quarters~~advanced ofto ~~fiscal 2010~~ the Company’s ~~only source~~ of ~~outside~~which ~~liquidity was the receipt of quarterly payments of~~ $2540,000 ~~under~~was ~~the~~advanced ~~GCM~~during ~~Note. GCM~~the ~~was~~quarter ~~obligated~~ended toSeptember ~~pay~~30, ~~the~~2009 ~~Company~~and $2520,000 ~~per~~was ~~quarter~~advanced ~~through~~during the quarter ended ~~December~~June 3130, ~~2010~~2011. ~~GCM~~ ~~made~~These ~~the~~advances ~~final~~bear ~~payment~~interest ~~due~~at ~~under~~5% ~~the~~per ~~GCM~~annum ~~Note~~and onare ordue ~~about~~on ~~December 20, 2010~~demand. ~~With~~As ~~the~~of ~~GCM~~June ~~Note being paid in full~~30, ~~our only current source of funds for our general and administrative and other expenses likely will come in the form of loans from our president~~2011, David Brenman or other Company affiliates. There can be no assurance that Mr. Brenman (or other Company affiliates) will loan the Company funds to permit the Company to satisfy its basic obligations. Although the Company is continuing to seek outside sources of funding$3,658 toin ~~date~~interest ~~the~~had ~~Company~~accrued ~~has~~on ~~not been successful in raising~~ the ~~capital~~amounts ~~necessary~~owed to ~~pursue~~our ~~its~~president ~~proposed~~under ~~business~~this ~~operations~~arrangement.

WeAlthough ~~have~~all ~~had~~of ~~significant~~the ~~cash~~liabilities ~~flow~~owed ~~difficulties. During~~to ~~recent fiscal years, we paid~~ our ~~operating~~president ~~expenses~~are ~~with~~current ~~funds~~liabilities, ~~raised~~Mr. ~~from~~Brenman ~~the~~has ~~issuance~~not ofattempted ~~common~~collection ~~stock,~~action ~~the~~with ~~sale~~respect ofthereto. With ~~marketable~~Mr. ~~securities~~Brenman’s ~~we held~~consent, asGenesis ~~well~~Solar asprioritizes ~~the~~payables ~~funds~~owed ~~provided~~to inunrelated ~~accordance~~parties ~~with~~and, ~~the GCM Note~~ as itadditional ~~paid~~cash ~~its~~is ~~obligations~~available, ~~under~~pays ~~the~~amounts ~~note~~due atto ~~the~~Mr. ~~rate of $25,000 per quarter~~Brenman. WeAs noa ~~longer~~result, ~~hold~~management ~~any~~believes ~~marketable~~that ~~securities~~in ~~and~~the ~~have~~near ~~only~~term ~~limited~~Genesis ~~cash~~Solar ~~on-hand. Further,~~will ~~since~~be ~~March~~able ~~2007~~to wecontinue ~~have~~to ~~only~~pay ~~raised~~its ~~$17,300~~routine ~~through~~obligations ~~the~~to ~~sale~~third ofparties ~~our~~as ~~equity~~they ~~securities~~become indue. aHowever, ~~private~~because ~~placement~~the ~~completed~~Company indoes ~~November~~not ~~2009. Although~~currently we have ~~expected~~any tooutside ~~receive~~source ~~funding~~of ~~through~~liquidity, ~~various~~and ~~agreements~~only wehas ~~have~~limited ~~negotiated~~cash ~~with~~on ~~third parties~~hand, ~~(including~~the aCompany ~~stock~~will ~~purchase~~need ~~agreement~~to ~~originally~~secure ~~entered~~outside ~~into~~funding ~~in April 2009)~~ to ~~date~~pay weits ~~have~~obligations ~~not~~beyond ~~received~~the ~~any~~near ~~funding under those agreements~~term.

For the three months ended June 30, 2011, our total stockholders’ deficit increased by $(46,574) to $(360,865) as compared to $(314,291) as of March 31, 2011. The increase in stockholders’ deficit is primarily the result of the continued operating losses, our various debt obligations, and the corresponding rise in our accumulated deficit.

During the quarter ended June 30, 2011 the Company issued a promissory note to evidence $22,500 that the Company agreed to pay to a consultant for services rendered to the Company (the “2011 Note”). The 2011 Note bears interest at 5% per annum and is due on May 31, 2013, or (if earlier) within 25 days of a liquidity event for a loan or stock sale by the Company greater than $500,000. This obligation is reflected on the Company’s balance sheet at June 30, 2011 as a long term liability because the Company currently believes it is more likely than not that the conditions precedent for the amount to be due and owning prior to its prescribed maturity date will not be met within the next twelve months.

We have historically had significant cash flow difficulties. Through the first three quarters of fiscal 2010 the Company’s only source of outside liquidity was the receipt of quarterly payments of $25,000 due to us by GCM (the “GCM Note”). GCM was obligated to pay the Company $25,000 per quarter through the quarter ended December 31, 2010. GCM made the final payment due under the GCM Note on or about December 20, 2010. With the GCM Note being paid in full, our only current source of funds for our general and administrative and other expenses likely will come in the form of loans from our president, David Brenman or other Company affiliates. During the quarter ended June 30, 2011, Mr. Brenman loaned the Company an additional $20,000, through two separate $10,000 advances (one in April 2011 and the second in June 2011). However, there can be no assurance that Mr. Brenman (or other Company affiliates) will loan the Company additional funds to permit the Company to satisfy its basic obligations.

With the GCM Note being paid in full we have effectively exhausted our assets. Because the Company does not currently have any outside source of liquidity, and only has limited cash on hand, as noted above the Company anticipates that for at least the short term it will rely on its affiliates to advance funds to the Company so that it can pay its routine obligations. However, ultimately the Company will need to secure outside funding to pay its obligations beyond the near term.

Material Changes in Results of Operations

We are not operating in any business at this time, although we are continuing to seek out business opportunities. Business opportunities require working capital to investigate and complete, and at the present time we do not have the necessary working capital and especially with the current market conditions we can offer no assurance that, if the need arises, we will be able to obtain financing on reasonable terms, if at all. We have not received any revenues from operations for more than the past ten years and, therefore, we anticipate that we will continue to incur losses.

15During the three months ended June 30, 2011, we had a net loss of $(46,574), a decrease of greater than $1,500 compared to our net loss of $(48,152) from the same period in fiscal 2010. The decreased net loss for the three months ended June 30, 2011, was primarily the result of our decreased activity during the 2011 period and corresponding decreased operating costs and expenses. During the quarter ended June 30, 2010 the Company took various actions intended to further its potential acquisition of the Solar Subsidiaries, including negotiating the terms of an amended stock purchase agreement and conducting an initial close of that transaction into escrow. On the other hand, during the 2011 period the Company did not take any significant actions with respect to any transaction involving the Solar Subsidiaries, but instead only engaged in limited actions to maintain its status as a publicly reporting company as well as limited actions to explore potential new business opportunities. As a result the Company generally incurred fewer operating costs and expenses during the period ended June 30, 2011 versus the period ended June 30, 2010. For example, legal fees during the 2011 period were $3,683 versus $18,948 during the 2010 period and the Company did not incur any related party consulting and travel expenses during the 2011 period whereas during the 2010 period the Company incurred greater than $4,000 of such expenses. Notably, of the Company’s costs and expenses during the 2011 period nearly 50% of those costs were incurred as a result of the obligation evidenced by the 2011 Note. The 2011 Note was recorded as a general and administrative expense and is included in the general and administrative expense line item in the statement of operations as it was issued in consideration for services provided during the quarter, which caused the Company’s general and administrative expenses to increase by $16,467 for the 2011 period versus the 2010 period.

During the three months ended December 31, 2010, we had a net loss of $(22,474), a decrease of nearly $16,000 compared to our net loss of $(38,380) from the same period in fiscal 2009. The decreased net loss for the three months ended December 31, 2010, was primarily the result of our decrease in general and administrative expenses during the 2010 period ($6,663 in the 2010 period versus $19,390 during the 2009 period). Additionally, during the 2010 period we incurred significantly decreased legal fees ($5,692 in the 2010 period versus $12,042 during the 2009 period). During the three months ended December 31, 2009 as the Company worked on further defining and exploring the potential business opportunity through the acquisition of GSE and the Company devoted more time and financial resources to the contemplated transaction than it did during the 2010 period.14

During the nine months ended December 31, 2010, we had a net loss of $(97,665), a decrease of approximately $79,500 from our net loss of $(177,222) during the same period in 2009. The net loss for the nine months ended December 31, 2010, was caused primarily by costs and expenses associated with the various business activities undertaken by the Company as described above, including negotiations with Vital Source and the discussions with GEI Plc and GCM Ltd regarding future business possibilities. However, this loss was less during the 2010 period versus the 2009 period as during 2009 the Company incurred greater expenses in 2009 when it initially negotiated and agreed to the terms by which the Company planned to acquire GSE.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements and thus no disclosure is required. However, the Company currently pays rent to an affiliated party, Micro-Imaging Solutions, LLC, under an office lease at the rate of approximately $2,300 per month. Micro-Imaging Solutions leases the office space from an unaffiliated landlord, and Genesis Solar reimburses Micro-Imaging Solutions for Genesis Solar’s proportional share (based on square footage occupied).

Recently Issued Accounting Standards

In ~~September~~June ~~2010~~2011, the ~~Securities~~Financial ~~and~~Accounting ~~Exchange~~Standards ~~Commission~~Board (“FASB”) issued ~~Rule~~Accounting 33Standard Update (“ASU”) 2011-~~9142~~05, ~~which~~Presentation ~~removed~~of Comprehensive Income. In this update, an entity has the ~~requirement~~option ~~for~~to ~~issuers~~present ~~that~~the ~~are~~total ~~neither~~of ~~accelerated~~comprehensive ~~filers~~income, ~~nor~~the ~~large~~components ~~accelerated~~of ~~filers~~net toincome, ~~have~~and anthe ~~auditor~~components ~~attestation~~of onother ~~internal~~comprehensive ~~controls~~income ~~over~~either ~~financial~~in ~~reporting~~a single continuous statement of comprehensive income or in two separate but consecutive statements. ~~Therefore~~ In both choices, ~~smaller~~an ~~reporting~~entity ~~companies~~is ~~such~~required asto ~~Genesis~~present ~~Solar~~each ~~Corporation~~component ~~will~~of ~~not~~net ~~need~~income ~~its~~along ~~auditors~~with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This Update eliminates the option to ~~provide~~present the ~~attestation~~components onof ~~internal~~other ~~controls;~~comprehensive ~~however~~income ~~management~~as ~~will~~part ~~still~~of ~~need~~the tostatement of changes in stockholders' equity. The amendments in this Update do ~~its~~not ~~assessment~~change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This update is effective for ~~the~~fiscal ~~year~~years ~~ended~~and ~~March~~interim 31periods beginning after December 15, 2011. The Company does not believe this update will have an impact on the Company’s financial statements.

In ~~June~~May ~~2009~~2001, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~2001-04, ~~(“FASB”)~~Amendments ~~issued~~to ~~authoritative~~Achieve ~~guidance~~Common toFair ~~require~~Value anMeasurement ~~analysis~~and toDisclosure ~~determine~~Requirements ~~whether~~in aU.S. ~~variable~~GAAP ~~interest~~and ~~gives~~IFRS. ~~the~~The ~~entity~~amendments ain ~~controlling~~this ~~financial~~Update ~~interest~~generally inrepresent aclarifications ~~variable~~of ~~interest~~Topic ~~entity.~~820, ~~This~~Fair ~~guidance~~Value ~~requires~~Measurements, anbut ~~ongoing~~also ~~reassessment~~include ~~and~~some ~~eliminates~~instances ~~the~~where ~~quantitative~~a ~~approach~~particular ~~previously~~principle ~~required~~or requirement for ~~determining~~measuring ~~whether~~fair anvalue ~~entity~~or isdisclosing ~~the~~information ~~primary~~about ~~beneficiary~~fair value measurements has changed. ItThis ~~requires~~Update anresults ~~analysis~~in tocommon ~~determine~~principles ~~whether~~and arequirements ~~variable~~for ~~interest~~measuring ~~gives~~fair ~~the~~value ~~entity~~and afor ~~controlling~~disclosing ~~financial~~information ~~interest~~about fair value measurements in aaccordance ~~variable~~with ~~interest~~U.S. ~~entity~~GAAP and IFRSs. This ~~guidance~~update is effective for ~~fiscal~~interim ~~years~~and annual periods beginning onafter ~~January~~December 115, ~~2010~~2011. The Company ~~adopted~~does ~~this~~not ~~standard~~believe onthis ~~April~~update 1,will ~~2010 and it does not~~ have an impact on the ~~unaudited~~Company’s financial statements.

In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This update provides accounting and reporting guidance for own-share lending arrangements issued in contemplation of convertible debt issuance. The guidance requires that a share-lending arrangement entered into on an entity’s won shares in contemplation of a convertible debt offering or other financing is required to be measured at fair value and recognized as issuance cost in the financial statement of the entity. This issue only applies to share-lending arrangements that are classified as equity in the financial statements of the share lender. This update is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years with retrospective application required. The Company adopted this update on April 1, 2010, and it did not have an impact on the Unaudited Financial Statements.

Item 3. Quantitative and qualitative disclosures about market risk

Not applicable.

Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer has evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of ~~December~~June 3130, ~~2010~~2011 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal financial officer have concluded that because of the material weakness identified in our internal control over financial reporting described in our annual report for the year ended March 31, ~~2010~~2011 on Form 10-K, that, our disclosure controls and procedures were not effective as of ~~December~~June 3130, ~~2010~~2011. Due to a lack of financial resources, we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the quarter ended ~~December~~June 3130, ~~2010~~2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable.

Item 1A. Risk Factors.

There have been no material changes to the information included in risk factors set forth in our Annual Report on Form 10-K for the year ended March 31, 2010, except: (i) the on-going risk that we will not be able to complete the acquisition of GSE and the Know-How or otherwise identify and execute upon a business opportunity; and (ii) as related to Genesis Solar’s continuing financial difficulties, lack of an outside source of liquidity, and lack of adequate working capital2011.

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

There were no sales of unregistered equity securities that occurred during the quarter ended ~~December~~June 3130, ~~2010~~2011, and through the date of this report.

Item 3. Defaults upon senior securities.

Not applicable.

Item 4. Reserved

Item 5. Other Information.

~~None~~In a private transaction on or about June 23, 2011 our president acquired 190,000 shares of Company common stock from a Company shareholder.

Item 6. Exhibits

31	Certification pursuant to Rule 13a-14(a). Filed herewith.
32	Certification pursuant to 18 U.S.C. §1350. Filed herewith.
101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T. (1) Filed herewith.

(1) Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

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

Date: February 14, 2011	/s/ David W. Brenman
Date: August 15, 2011	/s/ David W. Brenman
	David W. Brenman, President,
	Principal Executive Officer, Principal Accounting Officer,
	Principal Financial Officer and Director

Filing Compare · Genesis Solar Corp