SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                      Genesis Capital Corporation of Nevada
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                     91-1947658
         -------                                   -----------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

                   11701 South Freeway, Burleson, Texas 76028
                   ------------------------------------------
                    (Address of principal executive offices)

                      Fee Agreement with Richard D. Surber
                      ------------------------------------
                            (Full title of the plan)

                                  LaVonne Frost
                        711 South Carson Street, Suite 1
                            Carson City, Nevada 89701
                            -------------------------
            (Name, address, including zip code, of agent for service)

             Telephone number for agent for service: (702) 883-5755
                                 --------------

                   Telephone number for Issuer: (817) 293-9334
                                 --------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                  <C>             <C>                       <C>                         <C>
Title of Securities to be             Amounts         Proposed Maximum          Proposed Maximum            Amount of
Registered                            to be           Offering Price Per        Aggregate Offering          Registration
                                      Registered      Share(1)                  Price                       Fee
===================================== =============== ========================  =========================== ==================
Common Stock, $.001 par value           600,000           $0.115                      $69,000                 $17.25
===================================== =============== ========================  =========================== ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of September 10, 2001, a date within five business days prior
         to the date of filing this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.





                                        1

<PAGE>



   Fee Agreement between Richard D. Surber and Genesis Capital Corporation of
                                     Nevada
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading
-------------------------------------------------     --------------------------
1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Fee Agreement Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Genesis Capital Corporation of Nevada,
a Nevada corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's  Form 10-KSB, as filed with the Securities and
Exchange Commission on January 17, 2001 ;

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended September 30, 2000;

         3. The description of the Common Stock contained in the Company's Form
10-SB Registration Statement filed on October 26, 1999, under the Securities
Act, including any amendment or report filed for the purpose of updating such
description.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB Registration Statement filed with the Securities and
Exchange Commission on October 26, 1999 and any amendment or report filed for
the purpose of updating such


                                        2

<PAGE>



description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to members of
the board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
         The Company's Bylaws, specifically Section 6.09 of Article 6, however,
eliminate the personal liability of the officers and directors to shareholders
or the corporation for money damages to the extent permitted by Nevada Revised
Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that a corporation
may limit or eliminate officers' and directors' personal liability for breach of
fiduciary duty so long as liability is not eliminated or limited for acts or
omissions involving intentional misconduct, fraud or a knowing violation of law
or the payment of unlawful distributions.
         Section 6.09 of Article 6 of the Company's Bylaws provides that the
Company shall indemnify its officers and directors for any liability, including
reasonable costs of defense, arising out of any act or omission of any officer
or director on behalf of the Corporation to the fullest extent allowed by the
laws of the State of Nevada.
         In actions, proceedings and suits involving an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a corporation to indemnify directors or officers against actual and
reasonable expenses, including attorney fees, judgments, fines and amounts paid
in settlement. The Nevada Statute applies to actions, proceedings or suits
whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs otherwise, indemnification is permissible only if the
officer or director meets the applicable standard of conduct and indemnification
is proper under the circumstances. In civil cases, the standard of conduct
requires the officer or director to act in good faith and in a manner he or she
reasonably believes to be in or not opposed to the best interests of the
Company. In criminal cases, an officer or director meets the standard of conduct
if he or she had no reasonable cause to believe his or her conduct was unlawful.
The board of directors acting through a quorum of disinterested directors,
independent legal counsel designated by the board of directors, or the
shareholders shall determine whether indemnification is proper under the
circumstances. Termination of proceedings by judgment, order, settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable standard
of conduct.

     In actions by or in the right of the Company, the Company may indemnify an
officer or director against expenses provided he or she satisfies the applicable
standard of conduct. However, the Company


                                        3

<PAGE>



cannot indemnify an officer or director adjudged liable to the corporation on
any claim, issue or matter unless, and to the extent, the court determines that
despite the adjudication of liability, and in light of all the circumstances,
the officer or director is fairly and reasonably entitled to indemnity for
expenses.
         In all proceedings, whether by or in the right of the Company or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Nevada
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Nevada Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.
         The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to NRS Section
78.751 and to Section 6.09 of Article 6 of the Company's Bylaws.

Item 7.   Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities


                                        4

<PAGE>



         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        5

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on September 11, 2001.

                                Genesis Capital Corporation of Nevada

                                By: /s/ Reginald L. Davis
                                   -------------------------------------------
                                   Reginald L. Davis
                                   President/CEO and Director


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Reginald L. Davis with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


Signature                        Title                              Date

 /s/ Reginald L. Davis           President/CEO and Director   September 11, 2001
----------------------
Reginald L. Davis

 /s/ Jerry Conditt               Vice President/Secretary/    September 11, 2001
--------------------------
Jerry Conditt                    Treasurer and Director





                                        6

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                      Genesis Capital Corporation of Nevada
                             (A Nevada Corporation)









                                        7

<PAGE>







                                INDEX TO EXHIBITS


                                                                   Sequentially
Exhibits  SEC Ref. No.         Description of Exhibit             Numbered Pages
--------  ------------         ----------------------             --------------
A              4        Fee Agreement between Richard D. Surber and           9
                        the Company
B           5, 23(b)    Opinion and Consent of Counsel with respect           14
                        to the legality of the issuance of securities
                        being issued

C            23(a)      Consent of Accountant                                 17











                                        8


<PAGE>



                 AGREEMENT REGARDING COMPENSATION FOR SERVICES

         THIS AGREEMENT ( the "Agreement") is made this 8th day of September
2001, by and between Richard D. Surber ("Surber"), an individual whose office is
located at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101 and Genesis
Capital Corporation of Nevada, a Nevada Corporation whose address is 11701 South
Freeway, Burleson, TX 76028 (the "Company").

         WHEREAS, Surber has performed valuable services ("services") for and on
behalf of the Company, which services were not in connection with the offer or
sale of securities in a capital-raising transaction, nor were they for services
which directly or indirectly promoted or maintained a market for the Company's
securities; nor were they for work in bringing the Company public through merger
with a public shell; and

         WHEREAS, the aforesaid services to Company were provided with respect
to projects related to ongoing corporate business including filings with the
United States Securities and Exchange Commission ("SEC") and other day-to-day
corporate activities; and

         WHEREAS, Surber and his agents have also expended time and effort to
assist the Company in keeping its SEC filings current; and

         WHEREAS, negotiations have been ongoing between Surber and the Company
regarding the payment to Surber of the amounts which he claims are owed to him
by the Company; and

         WHEREAS, Surber claims entitlement to compensation in an amount in
excess of $50,000; and

         WHEREAS, the Company desires to fairly compensate Surber for his
services which were of great value to the Company; and

         WHEREAS, the Company desires to enter into an agreement to compromise
and settle the amounts owed to Surber by the Company.



                                        9

<PAGE>



         NOW THEREFORE, in consideration of the mutual promises of the parties
hereto and other good and valuable consideration, the adequacy and sufficiency
of which is hereby admitted, the parties hereto agree as follows:

1.       Fees

         The Company agrees that it has not paid Surber for his time expended
         and for work performed on behalf of the Company. Therefore the Company
         has agreed to pay for the services performed by Surber pursuant to the
         terms of this agreement, which payment is based upon the reasonable
         value of Surber's services as determined by negotiation and agreement
         between the parties. The parties specifically represent that the
         services rendered by Surber, for which payment is being made under this
         Agreement, were not rendered in connection with the offer or sale of
         securities in a capital-raising transaction or to directly or
         indirectly promote or maintain a market for the Company's securities.

         Surber's rate is normally Three Hundred Dollars ($300) per hour.
         However, Company and Surber have agreed on a fixed flat fee to be paid
         by the Company as a compromise of Surber's claims for all work
         performed by Surber through September 17, 2001.

         The flat fee to be paid by the Company to Surber for his past services
         shall be a six hundred thousand (600,000) shares of the Company's
         $0.001 par value common stock, which shares shall be registered under
         an S-8 Registration Statement to be filed by the Company, and which
         shares shall be free trading shares.

2.       Payment

         Company agrees that in lieu of a cash payment, the Company will issue
         to Surber 600,000 free-trading shares of the Company's common stock,
         registered under an S-8 Registration Statement and that the said shares
         shall be issued and delivered to Surber immediately upon the closing of
         the Stock Purchase Agreement between the Company, Richard Alstrom,
         Hudson Consulting Group, Inc, and Global Universal, Inc. of Delaware,
         which is scheduled to close on September 17, 2001.



                                       10

<PAGE>



         The Company agrees that any shares issued to Surber pursuant to this
         Agreement will be registered with the Securities and Exchange
         Commission under a Form S-8 or other applicable registration statement,
         and it shall cause such registration statement to remain effective at
         all time while Surber holds such shares.

3.       Conflicts

         The parties acknowledge that certain conflicts of interest may arise
         from Surber accepting an equity position in the Company for services.
         In order for Surber to accept securities as compensation, the Company,
         after an opportunity to consult with independent counsel, must agree to
         waive any conflicts incident to issuance of shares as payment of fees.

         Specifically the Company is aware that Surber's duties to the Company
         are governed by specific rules regarding the representation of clients
         which are set forth in the Rules of Professional Conduct of the State
         Bar of California.

         Because of possible conflicts of interest, Surber has suggested that
         the Company carefully consider the implications of compensation in the
         form of common stock of the Company, and has recommended that the
         Company seek the advice of independent counsel regarding the existence
         of actual or potential conflicts of interest which may presently exist
         or which may arise as a result of Surber accepting compensation in the
         form of Company shares.

         The Company understands that there may exist present and conflicting
         interests in the payment of fees through issuance of the Company's
         shares. The Company understands that it has the right to seek
         independent counsel before signing this Agreement or at any future
         time. The Company nevertheless desires to pay the monies owed to Surber
         by the issuance of common stock to Surber to the extent described
         herein, and, therefore, consents and gives approval to such payment.

         The Company has fully considered the possible conflicts and
         specifically consents to Surber accepting common stock as compensation,
         and acknowledges that (i) the Company has been advised of rules
         3-310(A), (B), (C), and (E) of the Rules of Professional Conduct of the
         State Bar of California. and of the conflicts associated with the
         proposed acceptance of shares for fees, and (ii) nevertheless, the
         Company wishes to compensate Surber with common stock.


                                       11

<PAGE>



4.       Miscellaneous.

         This Agreement has been entered into in and shall be governed by and
         construed in accordance with the laws of the State of Utah, and sets
         forth the entire agreement between the parties for the resolution of
         claims relating to services performed by Surber for the Company through
         September 17, 2001. All prior agreements or understandings of the
         parties have been and are merged herein. This Agreement can be amended
         or modified only in writing. Each party signing below is jointly and
         severally responsible for all obligations due to Surber and represents
         that each has full authority to execute this Agreement so that it is
         binding. This Agreement may be signed in one or more counterparts and
         binds each party signing it whether or not any other proposed signatory
         ever executes it. If any provision of this Agreement or the application
         thereof is held invalid or unenforceable, the invalidity or
         unenforceability shall not affect other provisions or applications, and
         to this end the provisions of this Agreement are declared to be
         severable. The failure to insist upon strict compliance with any of the
         terms, covenants or conditions of the Agreement shall not be deemed a
         waiver or relinquishment of such right or power at any other time or
         times.

5.       Enforcement of Agreement

         The parties agree that any suit to enforce the provisions of this
         Agreement shall be brought in the Third Judicial District Court of Salt
         Lake County, State of Utah, and the parties consent to personal
         jurisdiction in said court and agree that venue for any suit to enforce
         the provisions of this Agreement shall be in Salt Lake County, State of
         Utah. The prevailing party in any such suit shall be entitled to
         recover all costs of suit, including attorney's fees and expert witness
         fees.

6.       Counterparts

         The Agreement may be executed in duplicate facsimile counterparts, each
         of which shall be deemed an original and together shall constitute one
         and the same binding Agreement, with one counterpart being delivered to
         each party hereto.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and date first above written.



                                       12

<PAGE>



                                         Genesis Capital, Inc.



Dated this 12th day of September, 2001   By: /s/ Reginald Davis
                                            -------------------
                                          Reginald Davis, President






Dated this 10th day of September, 2001       /s/ Richard D. Surber
                                          --------------------------------
                                          Richard D. Surber









                                       13

<PAGE>



                                 GERALD EINHORN
                               ATTORNEY- AT- LAW*
                          268 West 400 South, Suite 300
                           Salt Lake City, Utah 84101
                       Telephone - (801) 575-8073 Ext. 158
                           Facsimile - (801) 575-8092

                                                      *Admitted only in New York



September 12, 2001


Board of Directors
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, TX 76028

Re: Form S-8 Registration Statement

Gentlemen:

         I have acted as a special counsel for Genesis Capital Corporation of
Nevada, a Nevada corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission ("the Commission") under
the Securities Act of 1933, as amended, ("the Act") of a registration statement
on Form S-8 (the "Registration Statement"). The Company is registering a Benefit
Plan entitled "Agreement Regarding Compensation For Services" (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of 600,000
shares of the Company's common stock, par value $.001. In connection with the
Company's filing of the Registration Statement, you have requested my opinion
regarding the validity of the issuance of the aforementioned Shares.

         This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

         In connection with the preparation of this Opinion, I have examined the
following:


                                       14

<PAGE>




          1.   The Company's Articles of Incorporation and Bylaws;

          2.   The Registration Statement herein referenced;

          3.   The authorization and approval by the Company's Board of
               Directors of the Company's Agreement Regarding Compensation For
               Services concerning the Shares and Registration Statement;

          4.   The Company's Section 10(a) Prospectus for the Registration
               Statement;

          5.   The Company's Form 10-SB as filed with the Securities and
               Exchange Commission on October 26, 1999;

          6.   Such other documents as I have deemed necessary for the purposes
               of this Opinion.

         Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

         The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the Company
is validly organized under the laws of the State of Nevada; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that 600,000 shares of the Company's
common stock to be included in the Registration Statement are available for
issuance based upon corporate documentation and on the amount of shares actually
issued and outstanding. As such, I am of the opinion that the Shares herein
referenced have been duly and validly authorized and that subject to compliance
with all provisions of the Plan, the Shares will be validly issued as fully paid
and non-assessable shares of common stock in the Company.

         This opinion is based upon and subject to the qualifications and
limitations specified below:

         (A) Certain of the remedial provisions of the Benefit Plan may be
further limited or rendered unenforceable by other applicable laws and
interpretations.

         (B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the Benefit
Plan will be validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's Board of Directors has exercised good faith in establishing the
value paid for the Shares; (2) all issuances and cancellations of the capital
stock of the Company will be fully and accurately reflected in the Company's
Stock Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company, has been paid in
full and actually received by the Company.


                                       15

<PAGE>




         (C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

         (D) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.

         (E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.

         (F) I am admitted to practice law in the State of New York. I am not
admitted to practice law in the State of Nevada or in any other jurisdiction
where the Company may own property or transact business. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion as to whether or to what extent a Nevada
court or any other court would apply Nevada law, or the law of any other state
or jurisdiction, to any particular aspect of the facts, circumstance and
transactions that are the subject of this opinion.

         (G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect of this opinion.

         I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,


/s/ Gerald Einhorn
---------------------------
Gerald Einhorn



                                       16

<PAGE>







                               Clyde Bailey, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                         10924 Vance Jackson, Suite 404
                              San Antonio, TX 78230



April 13, 2000

Board of Directors
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, TX 76028


Gentlemen:

         I hereby consent to the use, of my report dated January 12, 2001, in
the Form S-8 , on the financial statements of Genesis Capital Corporation of
Nevada, dated September 30, 2000, included herein and to the reference made to
me.


                                 /s/ Clyde Bailey
                               --------------------------


                                       17
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                      Genesis Capital Corporation of Nevada
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                     91-1947658
         -------                                   -----------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

                   11701 South Freeway, Burleson, Texas 76028
                   ------------------------------------------
                    (Address of principal executive offices)

                      Fee Agreement with Richard D. Surber
                      ------------------------------------
                            (Full title of the plan)

                                  LaVonne Frost
                        711 South Carson Street, Suite 1
                            Carson City, Nevada 89701
                            -------------------------
            (Name, address, including zip code, of agent for service)

             Telephone number for agent for service: (702) 883-5755
                                 --------------

                   Telephone number for Issuer: (817) 293-9334
                                 --------------

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be             Amounts         Proposed Maximum          Proposed Maximum            Amount of
Registered                            to be           Offering Price Per        Aggregate Offering          Registration
                                      Registered      Share(1)                  Price                       Fee
===================================== =============== ========================  =========================== ==================
Common Stock, $.001 par value           600,000           $0.115                      $69,000                 $17.25
===================================== =============== ========================  =========================== ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of September 10, 2001, a date within five business days prior
         to the date of filing this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                        1
Fee Agreement between Richard D. Surber and Genesis Capital Corporation of
                                     Nevada
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading
-------------------------------------------------     --------------------------
1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Fee Agreement Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Genesis Capital Corporation of Nevada,
a Nevada corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's  Form 10-KSB, as filed with the Securities and
Exchange Commission on January 17, 2001 ;

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended September 30, 2000;

         3. The description of the Common Stock contained in the Company's Form
10-SB Registration Statement filed on October 26, 1999, under the Securities
Act, including any amendment or report filed for the purpose of updating such
description.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB Registration Statement filed with the Securities and
Exchange Commission on October 26, 1999 and any amendment or report filed for
the purpose of updating such

                                        2
description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to members of
the board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
         The Company's Bylaws, specifically Section 6.09 of Article 6, however,
eliminate the personal liability of the officers and directors to shareholders
or the corporation for money damages to the extent permitted by Nevada Revised
Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that a corporation
may limit or eliminate officers' and directors' personal liability for breach of
fiduciary duty so long as liability is not eliminated or limited for acts or
omissions involving intentional misconduct, fraud or a knowing violation of law
or the payment of unlawful distributions.
         Section 6.09 of Article 6 of the Company's Bylaws provides that the
Company shall indemnify its officers and directors for any liability, including
reasonable costs of defense, arising out of any act or omission of any officer
or director on behalf of the Corporation to the fullest extent allowed by the
laws of the State of Nevada.
         In actions, proceedings and suits involving an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a corporation to indemnify directors or officers against actual and
reasonable expenses, including attorney fees, judgments, fines and amounts paid
in settlement. The Nevada Statute applies to actions, proceedings or suits
whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs otherwise, indemnification is permissible only if the
officer or director meets the applicable standard of conduct and indemnification
is proper under the circumstances. In civil cases, the standard of conduct
requires the officer or director to act in good faith and in a manner he or she
reasonably believes to be in or not opposed to the best interests of the
Company. In criminal cases, an officer or director meets the standard of conduct
if he or she had no reasonable cause to believe his or her conduct was unlawful.
The board of directors acting through a quorum of disinterested directors,
independent legal counsel designated by the board of directors, or the
shareholders shall determine whether indemnification is proper under the
circumstances. Termination of proceedings by judgment, order, settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable standard
of conduct.

     In actions by or in the right of the Company, the Company may indemnify an
officer or director against expenses provided he or she satisfies the applicable
standard of conduct. However, the Company

                                        3
cannot indemnify an officer or director adjudged liable to the corporation on
any claim, issue or matter unless, and to the extent, the court determines that
despite the adjudication of liability, and in light of all the circumstances,
the officer or director is fairly and reasonably entitled to indemnity for
expenses.
         In all proceedings, whether by or in the right of the Company or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Nevada
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Nevada Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.
         The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to NRS Section
78.751 and to Section 6.09 of Article 6 of the Company's Bylaws.

Item 7.   Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities

                                        4
offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on September 11, 2001.

                                Genesis Capital Corporation of Nevada

                                By: /s/ Reginald L. Davis
                                   -------------------------------------------
                                   Reginald L. Davis
                                   President/CEO and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Reginald L. Davis with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                        Title                              Date

 /s/ Reginald L. Davis           President/CEO and Director   September 11, 2001
----------------------
Reginald L. Davis

 /s/ Jerry Conditt               Vice President/Secretary/    September 11, 2001
--------------------------
Jerry Conditt                    Treasurer and Director

                                        6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                      Genesis Capital Corporation of Nevada
                             (A Nevada Corporation)

                                        7
INDEX TO EXHIBITS

                                                                   Sequentially
Exhibits  SEC Ref. No.         Description of Exhibit             Numbered Pages
--------  ------------         ----------------------             --------------
A              4        Fee Agreement between Richard D. Surber and           9
                        the Company
B           5, 23(b)    Opinion and Consent of Counsel with respect           14
                        to the legality of the issuance of securities
                        being issued

C            23(a)      Consent of Accountant                                 17

                                        8
AGREEMENT REGARDING COMPENSATION FOR SERVICES

         THIS AGREEMENT ( the "Agreement") is made this 8th day of September
2001, by and between Richard D. Surber ("Surber"), an individual whose office is
located at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101 and Genesis
Capital Corporation of Nevada, a Nevada Corporation whose address is 11701 South
Freeway, Burleson, TX 76028 (the "Company").

         WHEREAS, Surber has performed valuable services ("services") for and on
behalf of the Company, which services were not in connection with the offer or
sale of securities in a capital-raising transaction, nor were they for services
which directly or indirectly promoted or maintained a market for the Company's
securities; nor were they for work in bringing the Company public through merger
with a public shell; and

         WHEREAS, the aforesaid services to Company were provided with respect
to projects related to ongoing corporate business including filings with the
United States Securities and Exchange Commission ("SEC") and other day-to-day
corporate activities; and

         WHEREAS, Surber and his agents have also expended time and effort to
assist the Company in keeping its SEC filings current; and

         WHEREAS, negotiations have been ongoing between Surber and the Company
regarding the payment to Surber of the amounts which he claims are owed to him
by the Company; and

         WHEREAS, Surber claims entitlement to compensation in an amount in
excess of $50,000; and

         WHEREAS, the Company desires to fairly compensate Surber for his
services which were of great value to the Company; and

         WHEREAS, the Company desires to enter into an agreement to compromise
and settle the amounts owed to Surber by the Company.

                                        9
NOW THEREFORE, in consideration of the mutual promises of the parties
hereto and other good and valuable consideration, the adequacy and sufficiency
of which is hereby admitted, the parties hereto agree as follows:

1.       Fees

         The Company agrees that it has not paid Surber for his time expended
         and for work performed on behalf of the Company. Therefore the Company
         has agreed to pay for the services performed by Surber pursuant to the
         terms of this agreement, which payment is based upon the reasonable
         value of Surber's services as determined by negotiation and agreement
         between the parties. The parties specifically represent that the
         services rendered by Surber, for which payment is being made under this
         Agreement, were not rendered in connection with the offer or sale of
         securities in a capital-raising transaction or to directly or
         indirectly promote or maintain a market for the Company's securities.

         Surber's rate is normally Three Hundred Dollars ($300) per hour.
         However, Company and Surber have agreed on a fixed flat fee to be paid
         by the Company as a compromise of Surber's claims for all work
         performed by Surber through September 17, 2001.

         The flat fee to be paid by the Company to Surber for his past services
         shall be a six hundred thousand (600,000) shares of the Company's
         $0.001 par value common stock, which shares shall be registered under
         an S-8 Registration Statement to be filed by the Company, and which
         shares shall be free trading shares.

2.       Payment

         Company agrees that in lieu of a cash payment, the Company will issue
         to Surber 600,000 free-trading shares of the Company's common stock,
         registered under an S-8 Registration Statement and that the said shares
         shall be issued and delivered to Surber immediately upon the closing of
         the Stock Purchase Agreement between the Company, Richard Alstrom,
         Hudson Consulting Group, Inc, and Global Universal, Inc. of Delaware,
         which is scheduled to close on September 17, 2001.

                                       10
The Company agrees that any shares issued to Surber pursuant to this
         Agreement will be registered with the Securities and Exchange
         Commission under a Form S-8 or other applicable registration statement,
         and it shall cause such registration statement to remain effective at
         all time while Surber holds such shares.

3.       Conflicts

         The parties acknowledge that certain conflicts of interest may arise
         from Surber accepting an equity position in the Company for services.
         In order for Surber to accept securities as compensation, the Company,
         after an opportunity to consult with independent counsel, must agree to
         waive any conflicts incident to issuance of shares as payment of fees.

         Specifically the Company is aware that Surber's duties to the Company
         are governed by specific rules regarding the representation of clients
         which are set forth in the Rules of Professional Conduct of the State
         Bar of California.

         Because of possible conflicts of interest, Surber has suggested that
         the Company carefully consider the implications of compensation in the
         form of common stock of the Company, and has recommended that the
         Company seek the advice of independent counsel regarding the existence
         of actual or potential conflicts of interest which may presently exist
         or which may arise as a result of Surber accepting compensation in the
         form of Company shares.

         The Company understands that there may exist present and conflicting
         interests in the payment of fees through issuance of the Company's
         shares. The Company understands that it has the right to seek
         independent counsel before signing this Agreement or at any future
         time. The Company nevertheless desires to pay the monies owed to Surber
         by the issuance of common stock to Surber to the extent described
         herein, and, therefore, consents and gives approval to such payment.

         The Company has fully considered the possible conflicts and
         specifically consents to Surber accepting common stock as compensation,
         and acknowledges that (i) the Company has been advised of rules
         3-310(A), (B), (C), and (E) of the Rules of Professional Conduct of the
         State Bar of California. and of the conflicts associated with the
         proposed acceptance of shares for fees, and (ii) nevertheless, the
         Company wishes to compensate Surber with common stock.

                                       11
4.       Miscellaneous.

         This Agreement has been entered into in and shall be governed by and
         construed in accordance with the laws of the State of Utah, and sets
         forth the entire agreement between the parties for the resolution of
         claims relating to services performed by Surber for the Company through
         September 17, 2001. All prior agreements or understandings of the
         parties have been and are merged herein. This Agreement can be amended
         or modified only in writing. Each party signing below is jointly and
         severally responsible for all obligations due to Surber and represents
         that each has full authority to execute this Agreement so that it is
         binding. This Agreement may be signed in one or more counterparts and
         binds each party signing it whether or not any other proposed signatory
         ever executes it. If any provision of this Agreement or the application
         thereof is held invalid or unenforceable, the invalidity or
         unenforceability shall not affect other provisions or applications, and
         to this end the provisions of this Agreement are declared to be
         severable. The failure to insist upon strict compliance with any of the
         terms, covenants or conditions of the Agreement shall not be deemed a
         waiver or relinquishment of such right or power at any other time or
         times.

5.       Enforcement of Agreement

         The parties agree that any suit to enforce the provisions of this
         Agreement shall be brought in the Third Judicial District Court of Salt
         Lake County, State of Utah, and the parties consent to personal
         jurisdiction in said court and agree that venue for any suit to enforce
         the provisions of this Agreement shall be in Salt Lake County, State of
         Utah. The prevailing party in any such suit shall be entitled to
         recover all costs of suit, including attorney's fees and expert witness
         fees.

6.       Counterparts

         The Agreement may be executed in duplicate facsimile counterparts, each
         of which shall be deemed an original and together shall constitute one
         and the same binding Agreement, with one counterpart being delivered to
         each party hereto.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and date first above written.

                                       12
Genesis Capital, Inc.

Dated this 12th day of September, 2001   By: /s/ Reginald Davis
                                            -------------------
                                          Reginald Davis, President

Dated this 10th day of September, 2001       /s/ Richard D. Surber
                                          --------------------------------
                                          Richard D. Surber

                                       13
GERALD EINHORN
                               ATTORNEY- AT- LAW*
                          268 West 400 South, Suite 300
                           Salt Lake City, Utah 84101
                       Telephone - (801) 575-8073 Ext. 158
                           Facsimile - (801) 575-8092

                                                      *Admitted only in New York

September 12, 2001

Board of Directors
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, TX 76028

Re: Form S-8 Registration Statement

Gentlemen:

         I have acted as a special counsel for Genesis Capital Corporation of
Nevada, a Nevada corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission ("the Commission") under
the Securities Act of 1933, as amended, ("the Act") of a registration statement
on Form S-8 (the "Registration Statement"). The Company is registering a Benefit
Plan entitled "Agreement Regarding Compensation For Services" (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of 600,000
shares of the Company's common stock, par value $.001. In connection with the
Company's filing of the Registration Statement, you have requested my opinion
regarding the validity of the issuance of the aforementioned Shares.

         This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

         In connection with the preparation of this Opinion, I have examined the
following:

                                       14
1.   The Company's Articles of Incorporation and Bylaws;

          2.   The Registration Statement herein referenced;

          3.   The authorization and approval by the Company's Board of
               Directors of the Company's Agreement Regarding Compensation For
               Services concerning the Shares and Registration Statement;

          4.   The Company's Section 10(a) Prospectus for the Registration
               Statement;

          5.   The Company's Form 10-SB as filed with the Securities and
               Exchange Commission on October 26, 1999;

          6.   Such other documents as I have deemed necessary for the purposes
               of this Opinion.

         Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

         The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the Company
is validly organized under the laws of the State of Nevada; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that 600,000 shares of the Company's
common stock to be included in the Registration Statement are available for
issuance based upon corporate documentation and on the amount of shares actually
issued and outstanding. As such, I am of the opinion that the Shares herein
referenced have been duly and validly authorized and that subject to compliance
with all provisions of the Plan, the Shares will be validly issued as fully paid
and non-assessable shares of common stock in the Company.

         This opinion is based upon and subject to the qualifications and
limitations specified below:

         (A) Certain of the remedial provisions of the Benefit Plan may be
further limited or rendered unenforceable by other applicable laws and
interpretations.

         (B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the Benefit
Plan will be validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's Board of Directors has exercised good faith in establishing the
value paid for the Shares; (2) all issuances and cancellations of the capital
stock of the Company will be fully and accurately reflected in the Company's
Stock Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company, has been paid in
full and actually received by the Company.

                                       15
(C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

         (D) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.

         (E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.

         (F) I am admitted to practice law in the State of New York. I am not
admitted to practice law in the State of Nevada or in any other jurisdiction
where the Company may own property or transact business. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion as to whether or to what extent a Nevada
court or any other court would apply Nevada law, or the law of any other state
or jurisdiction, to any particular aspect of the facts, circumstance and
transactions that are the subject of this opinion.

         (G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect of this opinion.

         I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,

/s/ Gerald Einhorn
---------------------------
Gerald Einhorn

                                       16
Clyde Bailey, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                         10924 Vance Jackson, Suite 404
                              San Antonio, TX 78230

April 13, 2000

Board of Directors
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, TX 76028

Gentlemen:

         I hereby consent to the use, of my report dated January 12, 2001, in
the Form S-8 , on the financial statements of Genesis Capital Corporation of
Nevada, dated September 30, 2000, included herein and to the reference made to
me.

                                 /s/ Clyde Bailey
                               --------------------------

                                       17