LEGAL & COMPLIANCE, LLC LAURA ANTHONY, ESQUIRE STUART REED, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM DIRECT E-MAIL: LAURAANTHONYPA@AOL.COM January 23, 2006 Michael E. Karney Branch Chief (Legal) Division of Corporate Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0510 Re: Genesis Capital Corporation of Nevada Registration Statement on Form 10-SB Filed December 8, 2005 File No. 0-27831 Dear Mr. Karney: On behalf of Genesis Capital Corporation of Nevada (the "Company"), this letter responds to your staff's telephone request of January 18, 2006. In particular, your staff requested that the Company amend subheading "RULE 144 SALES" on page 19 of the Form 10-SB to include the number of restricted shares which would be prohibited from resale under Rule 144 in accordance with the SEC's view that the securities issued by a blank check company cannot be resold under Rule 144, but must be registered under the Securities Act of 1933. In addition, in response to your staff's request, on January 19, 2006 the Company filed Amendment No. 2 to its Form 10-SB Registration Statement to include the number of restricted shares under the subheading "RULE 144 SALES" on page 19. We appreciate the Staff's responsiveness with respect to the Company's Registration Statement and look forward to resolving any concerns the Staff may have. If you have any questions or require additional information please contact the undersigned at (561)514-0936. Sincerely, /s/ LAURA E. ANTHONY Laura E. Anthony cc: Richard Astrom, Genesis Capital Corporation of Nevada (via electronic mail) Christopher Astrom, Genesis Capital Corporation of Nevada (via electronic mail) Neil Levine, Bagell, Josephs, Levine & Company, CPA's (via electronic mail) 330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401 PHONE: 561-514-0936 o FAX 561-514-0832 OFFICES IN WEST PALM BEACH AND MIAMI BEACH