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)

     Consulting Agreements between Genesis Capital Corporation of Nevada and
     -----------------------------------------------------------------------
                Mr. Ronald W. Welborn and Mr. Henry W. Simon, Jr.
                -------------------------------------------------
                            (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
                                 --------------

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

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
<S>                                  <C>             <C>                        <C>                        <C>

Common Stock, $.001 par value           400,000           $5.06                   $2,024,000                   $534.34
===================================== =============== ========================  =========================== ==================
</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 April 13, 2000, a date within five  business  days prior to
         the date of filing this registration statement.

                                        1


<PAGE>



                                Explanatory Note

         This S-8  Registration  Statement  is being filed to  register  400,000
shares of the  Company's  common stock to be issued to Mr. Ronald W. Welborn and
Mr.  Henry W.  Simon,  Jr.  pursuant  to written  compensation  contracts,  (the
"Consulting  Agreements")  dated  March 24,  2000 and filed as  Exhibits A and B
hereto.  The Consulting  Agreements indicate that both Mr. Welborn and Mr. Simon
provided bona fide  services to the Company not in  connection  with an offer or
sale of securities in a  capital-raising  transaction and not in connection with
any services deemed impermissible for the issuance of stock by the Company under
an S-8 Registration Statement.

                  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                         Section 10(a) Prospectus



                                     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-SB, as filed with the Securities and Exchange
Commission on October 26, 1999;

         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, 1999;

         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.

                                        2


<PAGE>



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  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

                                        3


<PAGE>



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 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.

                                        4


<PAGE>



         (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 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, at Fort Worth, Texas on April 18, 2000.

                                           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            April 18, 2000
------------------------
Reginald L. Davis

  /s/Jerry Conditt           Vice President/Secretary/            April 18, 2000
------------------------
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


Exhibits    SEC Ref.                                               Sequentially
              No.        Description of Exhibit                   Numbered Pages
-------- -----------   ----------------------                    --------------
A              4       Consulting Agreement with Mr. Ronald W.          9
                       Welborn

B              4       Consulting Agreement with Mr. Henry W.          16
                       Simon, Jr.

C           5, 23(b)   Opinion and Consent of Counsel with
                       respect to the legality of the issuance
                       of securities being issued                      24

D            23(a)     Consent of Accountant                           27












                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19193}]
{"company-data": {"conformed-name": "GENESIS CAPITAL CORP OF NEVADA", "cik": "0001083383", "assigned-sic": "9995", "irs-number": "911947468", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35262", "film-number": "605839"}, "business-address": {"street1": "11701 SOUTH FREEWAY", "city": "BURLESON", "state": "TX", "zip": "76028", "phone": "8172939334"}, "mail-address": {"street1": "11701 SOUTH FREEWAY", "city": "BURLESON", "state": "TX", "zip": "76028"}}
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)

     Consulting Agreements between Genesis Capital Corporation of Nevada and
     -----------------------------------------------------------------------
                Mr. Ronald W. Welborn and Mr. Henry W. Simon, Jr.
                -------------------------------------------------
                            (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           400,000           $5.06                   $2,024,000                   $534.34
===================================== =============== ========================  =========================== ==================
(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 April 13, 2000, a date within five  business  days prior to
         the date of filing this registration statement.

                                        1
Explanatory Note

         This S-8  Registration  Statement  is being filed to  register  400,000
shares of the  Company's  common stock to be issued to Mr. Ronald W. Welborn and
Mr.  Henry W.  Simon,  Jr.  pursuant  to written  compensation  contracts,  (the
"Consulting  Agreements")  dated  March 24,  2000 and filed as  Exhibits A and B
hereto.  The Consulting  Agreements indicate that both Mr. Welborn and Mr. Simon
provided bona fide  services to the Company not in  connection  with an offer or
sale of securities in a  capital-raising  transaction and not in connection with
any services deemed impermissible for the issuance of stock by the Company under
an S-8 Registration Statement.

                  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                         Section 10(a) Prospectus

                                     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-SB, as filed with the Securities and Exchange
Commission on October 26, 1999;

         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, 1999;

         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.

                                        2
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  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

                                        3
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 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.

                                        4
(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 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, at Fort Worth, Texas on April 18, 2000.

                                           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            April 18, 2000
------------------------
Reginald L. Davis

  /s/Jerry Conditt           Vice President/Secretary/            April 18, 2000
------------------------
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

Exhibits    SEC Ref.                                               Sequentially
              No.        Description of Exhibit                   Numbered Pages
-------- -----------   ----------------------                    --------------
A              4       Consulting Agreement with Mr. Ronald W.          9
                       Welborn

B              4       Consulting Agreement with Mr. Henry W.          16
                       Simon, Jr.

C           5, 23(b)   Opinion and Consent of Counsel with
                       respect to the legality of the issuance
                       of securities being issued                      24

D            23(a)     Consent of Accountant                           27

                                        8