UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~May~~August 123, 2010

GENESIS SOLAR CORPORATION

(Name of registrant as specified in its charter)


Colorado	2-87052-D	84-0194754
State of	Commission File	IRS Employer
Incorporation	Number	Identification No.

4600 South Ulster Street, Suite 800

Denver, CO 80237

Address of principal executive offices

303-221-3680

Telephone number, including

Area code

___________________

Former name or former address if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 – Entry Into a Material Definitive Agreement

On May 12, 2010 Genesis Solar Corporation (the “Company”) entered into an Amended and Restated Stock Purchase Agreement (the “Restated Agreement”) with Genesis Energy Investment Plc. (“GEI Plc”). The Restated Agreement restates and further amends the Stock Purchase Agreement (the “Original Agreement”) between the Company and GEI Plc which was dated July 24, 2009, and amended November 24, 2009 and again January 19, 2010. The Original Agreement as well as each of the previous amendments, and the status of the contemplated transaction between the Company and GEI Plc, have been described in numerous reports filed by the Company with the Securities and Exchange Commission starting with its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and the closings for the transactions contemplated in the Original Agreement and the subsequent amendments have been amended a number of times due to new and different corporate strategy of GEI Plc, financing issues, and on going due diligence.Background

~~GEI~~ On ~~Plc~~May is12, a2010 ~~Hungarian~~Genesis ~~entity~~Solar ~~operating~~Corporation as(the a“Company”) ~~public~~entered ~~company~~into ~~whose~~an ~~common~~Amended ~~stock~~and isRestated ~~traded~~Stock onPurchase Agreement (the ~~Budapest~~“Restated ~~Stock~~SPA”) ~~Exchange~~with Genesis Energy Investment Plc. (“GEI Plc”). The Restated ~~Agreement~~SPA ~~provides~~restated and further amended the ~~terms~~Stock ~~upon~~Purchase ~~which~~Agreement (the ~~Company~~“Original ~~can~~Agreement”) ~~acquire~~between the Company and GEI Plc’s ~~entire~~which ~~interest~~was indated ~~Genesis~~July ~~Solar~~24, ~~España~~2009, ~~S.L.~~and ~~(“GSE”)~~amended November 24, ~~Genesis~~2009 ~~Solar~~and ~~Singapore~~again ~~Pte.~~January ~~Ltd~~19, 2010. The ~~(“GSS”),~~Original ~~Genesis~~Agreement ~~Solar~~as ~~Hungary~~well ~~Kft~~as ~~(“GSH”)~~each of the previous amendments, asand ~~well~~the asstatus ~~certain~~of the contemplated transaction between the Company and GEI Plc, ~~“know~~have been described in numerous reports filed by the Company with the Securities and Exchange Commission starting with its Quarterly Report on Form 10-~~how.”~~Q ~~Collectively~~for ~~GSE~~the quarter ended June 30, ~~GSS~~2009, and ~~GSH~~the ~~are~~closings ~~referred~~for tothe transactions contemplated in ~~this~~the ~~report~~Original asAgreement and the ~~“Acquired~~subsequent ~~Companies~~amendments have been amended a number of times due to new and different corporate strategy of GEI Plc, financing issues, and on going due diligence.”

~~Although~~GEI ~~the~~Plc ~~Restated~~is ~~Agreement~~a ~~imposes~~Hungarian ~~certain~~entity ~~obligations~~operating onas ~~the~~a ~~parties,~~public ~~and~~company ~~contemplates~~whose ~~the~~common ~~parties~~stock ~~taking~~is ~~certain~~traded ~~actions~~on ~~prior to and after~~ the ~~initial~~Budapest ~~and~~Stock ~~ultimate~~Exchange. The ~~closing,~~Restated asSPA ~~further~~provides ~~described~~the interms ~~this~~upon ~~report,~~which the ~~closing~~Company ofcan ~~the~~acquire ~~transaction~~GEI ~~remains~~Plc’s ~~subject~~entire tointerest ain ~~number~~Genesis ofSolar ~~conditions~~España, ~~precedent~~S.L. (~~including~~“GSE”), ~~adequate~~Genesis ~~financing~~Solar ~~for~~Singapore ~~the~~Pte. ~~Company~~Ltd. to(“GSS”), ~~allow~~Genesis itSolar toHungary ~~complete~~Kft ~~its~~(“GSH”), ~~due~~as ~~diligence~~well ~~and~~as tocertain ~~perform~~GEI ~~its~~Plc ~~other~~“know-how.” ~~obligations)~~Collectively ~~and~~GSE, ~~the~~GSS ~~Company~~and ~~cannot~~GSH ~~offer~~are ~~any~~referred ~~assurance~~to ~~that~~in ~~the~~this ~~transactions~~report ~~will~~as bethe ~~completed~~“Solar Subsidiaries.”

~~Among~~Although the ~~terms~~Restated SPA imposed certain obligations on the parties, and contemplated the parties taking certain actions prior to and after the initial and ultimate closing, as further described in this report, the closing of the transaction ~~amended~~remains bysubject to a number of conditions precedent (including timely closing of adequate financing for the ~~Restated~~Company ~~Agreement~~to ~~are~~allow ~~with~~it ~~respect~~to complete its due diligence and to: perform its other obligations) and the Company cannot offer any assurance that the transactions will be completed.

§Among ~~The~~the ~~form,~~terms ~~allocation,~~of ~~and~~transaction ~~amount~~amended ofby ~~consideration~~the toRestated beSPA ~~paid~~were towith ~~GEI~~respect ~~Plc;~~to:

§■ The ~~termination of the option agreement with respect to the GSH equity interest dated November 24~~form, ~~2009~~allocation, asand ~~that~~amount ~~equity~~of ~~interest~~consideration is to be ~~acquired~~paid byto ~~the~~GEI ~~Company at the ultimate closing of the transaction described in the Restated Agreement.~~Plc;

§■ The ~~initial~~termination ~~closing~~ of the ~~transaction~~option isagreement with respect to bethe ~~into~~GSH ~~escrow~~equity ~~with~~interest ~~the~~dated ~~transaction~~November to24, ~~ultimately~~2009, as that equity interest was to be ~~completed~~acquired ~~upon~~by the ~~release~~Company ofat the ~~consideration~~ultimate ~~and~~closing ~~various~~of ~~other~~the ~~instruments~~transaction ~~and~~described ~~documents~~in ~~from~~the ~~escrow~~Restated SPA; and

§■ The ~~termination~~“Initial ~~provisions,~~Closing” asof the ~~Restated~~transaction ~~Agreement~~into ~~provides~~escrow ~~that~~which ~~parties~~was ~~may~~completed ~~terminate~~in ~~the~~May ~~agreement if certain events have not occurred, or obligations not met, by defined dates~~2010.

~~The~~Initial ~~material terms of the Restated Agreement are further described below.~~Closing

~~Acquisition~~As contemplated by the Restated SPA, the Initial Closing into escrow (held by GEI Plc’s legal counsel) was completed on May 25, 2010 at which time the Company deposited share certificates representing 14,146,093 shares of ~~Equity~~the ~~Interests~~Company’s common stock with an escrow agent, and certain other certificates and documents. The shares deposited were allocated for the purchase price of GSE, GSS, GSH, and certain intellectual property owned by GEI Plc (the “GEI Know How”) as follows:

As■ ~~set~~A ~~forth~~minimum inof ~~the~~8,950,000 ~~Restated~~shares ~~Agreement~~and up to an additional 4,809,600 ~~the~~shares of Company ~~has~~common ~~agreed~~stock to ~~purchase~~be ~~GEI~~issued ~~Plc’s~~for ~~entire~~the GSE equity interest it(depending ~~now~~on ~~owns,~~the amount of “Seller Invested Funds” – being assets and or ~~will~~funds ~~own~~invested by GEI Plc into GSE and either available to GSE for use following the closing, ator used by GSE prior to the closing ofwhere the ~~transaction~~Company inhas approved such use). The parties have since agreed that GEI Plc has met the ~~following~~requirement ~~three~~for ~~entities:~~Seller Invested Funds.

§■ ~~GSE~~25,000 ashares ~~Spanish entity that is in the process~~ of ~~planning,~~Company ~~financing~~common ~~and~~stock ~~building a plant in Spain~~ to ~~manufacture~~be ~~hi-tech~~issued ~~solar panels using thin film technology which has acquired real estate and is substantially advanced in the permitting process~~ for the ~~manufacturing~~GSS ~~plant~~equity ~~to be located near Cádiz, Spain~~interest;

§■ ~~GSS~~25,000 ashares ~~corporation~~of ~~formed~~Company ~~under~~common stock to be issued for the ~~laws~~GSH ofequity ~~Singapore~~interest; and

§■ ~~GSH~~336,493 ashares ~~corporation~~of ~~formed~~Company ~~under~~common stock to be issued for the ~~laws~~GEI ofKnow ~~Hungary~~How.

~~GEI~~ No ~~Plc~~Ability ~~owns,~~to orClose; will own, at the closing of the transaction, 100% of the equity interest in GSE, GSS and GSH (that are not otherwise owned by the Company). Previously, the parties had agreed that the Company would acquire GEI Plc’s interest in GSE and GSS and had an option to acquire the GSH interest. However, that option agreement was terminated by the Restated Agreement and the Company now intends to acquire that interest pursuant to the Restated Agreement (although the Company has the ability to assign the right to acquire any or all of the subsidiaries to Genesis Capital Management, Ltd., a related party described in more detail below).Transaction

At In July 2010, GEI Plc announced a transaction by which the ~~closing~~Logical ofMining CC, the ~~Restated~~Pinning ~~Agreement~~Properties CC, the ~~Company~~Calypso ~~will~~Mining ~~also~~CC, ~~acquire~~and ~~GEI~~the ~~Plc’s~~Mohikan ~~“know-how”~~Development ~~that~~CC, isentities ~~associated~~registered ~~with~~in orthe ~~useful~~Republic ~~for~~of South Africa (the ~~design,~~“South ~~construction,~~African ~~operation~~Mining Companies”) to provide in kind contributions to, and ~~maintenance~~acquire control of aGEI ~~plant~~Plc. Following ~~for~~this transaction, GEI Plc announced that it would commence executing the ~~manufacture~~business objectives of ~~solar~~the ~~panels~~South ~~using~~African ~~thin~~Mining ~~film~~Companies ~~technology~~which are completely different and ~~other~~not ~~photovoltaic~~related ~~products~~to (solar module production. The GEI Plc announcement stated that this investment was expected to be completed by July 31, 2010. It thus became important for the “transactions relating to the Solar Subsidiaries and the GEI Know-How”) to be completed before that change of control occurs.

~~Consideration~~Because the Company has not been able to raise the necessary financing to allow it to complete its due diligence or prepare the necessary financial statements or other disclosure documents, the Company was not able to complete the acquisition of the Solar Subsidiaries before the anticipated change of control and business direction of GEI Plc. The Company was also not willing to waive the conditions precedent to the Restated SPA or to complete the acquisition of the Solar Subsidiaries and the GEI Know-How. As part of its decision process, the Company did determine that it had no interest in acquiring GSS or GSH, and desired to focus its acquisition efforts on GSE and the GEI Know How.

The Restated Agreement provides that the Company will issue a minimum of 9,336,493 and a maximum of 14,146,093 shares of its common stock to GEI Plc in consideration for the equity interests in the Acquired Companies and the Know-How. No shares of Company preferred stock will be issued to GEI Plc as consideration for any of the interests and assets being acquired. Based on the minimum number of shares being issued the parties have agreed to allocate the shares issued in consideration for the various equity interests and assets as follows:

§ A minimum of 8,950,000 shares of Company common stock will be issued for the GSE equity interest;

§Assignment ~~25,000~~to ~~shares~~GEI ofPlc ~~Company~~and ~~common~~Acquisition ~~stock~~of ~~will~~Equity ~~be issued for the GSS equity interest;~~Interests

§Because 25the Company was unable to complete the acquisition of GSE and the GEI Know-How by the end of July 2010 (due to on-going due diligence and the need to raise capital),~~000~~ the Company negotiated new arrangements, including an assignment of its rights under the Restated SPA to Genesis Capital Management Ltd. (“GCM Ltd”). This transaction (described in more detail below) became effective when the conditions precedent were accomplished on or about August 3, 2010. As described in the Company’s annual report on Form 10-K for the year ended March 31, 2010, prior to the acquisition of control by the South African Mining Companies GCM Ltd through its control of Genesis Investment Fund Ltd, is a significant GEI Plc shareholder. Additionally, as of March 31, 2010, GCM Ltd directly or indirectly beneficially held or controlled approximately 68% of the Company’s then outstanding common stock. As a result of the issuance of the shares of the Company’s common stock ~~will~~into beescrow ~~issued~~at ~~for~~the Initial Closing, that ownership percentage is substantially reduced, but because of the ~~GSH~~affiliation ~~equity~~with ~~interest;~~GEI Plc and the transactions discussed below, it can be assumed that GCM Ltd remains a controlling shareholder of the Company. In addition, and as also described in our most recent Form 10-K, GCM Ltd owes certain funds to the Company. Therefore, any transaction with GEI Plc or GCM Ltd must be considered a related party transaction.

§ The ~~336,493~~documents ~~shares~~negotiated and executed by the parties at the end of ~~Company~~July, ~~common~~and ~~stock~~which ~~will~~became beeffective ~~issued~~on ~~for~~August ~~the~~3, ~~Know-How.~~2010, included:

~~GEI~~* ~~Plc may be entitled to up to~~ an ~~additional~~“Assignment ~~4,809,600 shares~~ of ~~Company~~Amended ~~common~~and ~~stock~~Restated ~~for~~Stock ~~the~~Purchase ~~GSE~~Agreement” ~~equity~~by ~~interest. The actual number of these shares to~~ which ~~GEI~~the ~~Plc~~Company ~~will~~assigned beits ~~entitled~~interest toin ~~receive will be determined by~~ the ~~amount~~Restated ofSPA ~~“Seller Invested Funds” – being assets and or funds invested by GEI Plc into GSE and either available~~ to ~~GSE~~GCM ~~for use following the closing~~Ltd, orsubject ~~used by GSE prior~~ to ~~the~~a ~~closing~~number ~~where the Company has approved such use. The amount~~ of ~~Seller Invested Funds will be determined by audit. GEI Plc will be entitled to receive one thousand shares of Company common stock for each €1,871.26 of Seller Invested Funds.~~conditions;

As* ofa ~~the~~“Subscription ~~date~~Agreement” ofby ~~this~~which ~~report,~~GCM noLtd subscribed to purchase 14,096,093 shares of the Company’s common stock ~~have~~which ~~been~~shares ~~issued~~continue to ~~effect~~be ~~the~~held ~~transaction~~in ~~and~~escrow nopursuant ~~shares~~to ~~are~~the ~~expected~~Initial toClosing, beagain ~~issued~~subject ~~until~~to ~~the~~certain ~~initial closing.~~conditions;

~~Initial~~* ~~Closing;~~a new “Escrow Agreement” relating to the holding of the release of certain shares of the Company’s common stock from escrow, and continuing to hold the majority of the shares in escrow with the other documents required to complete the transactions under the Restated SPA;

~~The~~* ~~Restated~~a ~~Agreement provides that the initial closing of the transaction will be into escrow (the~~ “~~Initial~~Termination ~~Closing”),~~ and atRelease ~~that time the parties will deliver a third party escrow agent their closing deliverables, which will include certificates representing the shares~~ of ~~Company common stock to be issued for~~ the ~~Acquired~~prior ~~Companies~~Escrow ~~equity interests~~Agreement,” ~~the~~by ~~documents~~which ~~and instruments evidencing~~ the ~~equity~~former ~~interests~~escrow inagreement ~~the~~(entered ~~Acquired~~into ~~Companies~~at ~~and those necessary to transfer ownership of such interests, and other instruments and documents. The Restated Agreement provides that~~ the Initial Closing) ~~will~~was ~~occur on May 25, 2010, or at such later time as the parties may agree, although the Restated Agreement may be~~ terminated; ~~by either party if the Initial Close has not occurred by September 30, 2010.~~and

~~Although~~* ~~the~~an ~~Initial~~agreement ~~Closing~~by ~~parties~~GCM ~~will~~Ltd beto ~~into~~return ~~escrow,~~to the ~~release~~Company 50,000 shares of the ~~consideration and each parties~~Company’s ~~closing~~common ~~deliverables~~stock ~~will~~for ~~remain~~cancellation ~~subject~~ to ~~numerous~~replace ~~conditions, thus~~ the ~~ultimate~~shares ~~completion~~retained ofin ~~the transaction will not take place until the~~ escrow ~~agent~~that ispursuant ~~instructed~~ to ~~release and deliver all of~~ the ~~closing deliverables to the respective parties (the “Final Closing”). The~~ Restated ~~Agreement~~SPA ~~provides~~were ~~that~~allocated ~~the~~for ~~agreement may be terminated if~~ the ~~Final~~purchase ~~Closing~~of ~~has~~GSS ~~not~~and ~~occurred by December 31, 2010~~GSH.

At the Initial Closing the Company will issue a total of 14,146,093 shares of its common stock (certain of which will be contingent shares as described above) to be held by the third party escrow agent. However, while these shares are held in escrow GEI Plc will not have any economic or voting rights with respect to those shares unless and until they are released to GEI Plc from by the escrow agent. The parties expect to enter into an escrow agreement at the Initial Closing that will instruct the escrow agent as to when, and under what conditions, it may deliver each of the closing deliverables to the parties.

~~Following~~Although the ~~Initial~~assignment ~~Closing~~documents are dated July 27, 2010, the Company ~~expects~~does tonot ~~receive~~believe athat ~~disclosure~~they ~~letter~~were ~~from~~delivered ~~GEI~~to ~~Plc~~the ~~(due~~respective parties and did not ~~later~~become ~~than~~binding ~~July~~on 31the parties until August 3, 2010),. The ~~and~~new toEscrow ~~complete~~Agreement contemplated that GCM Ltd could provide a ~~significant~~“Buyer’s ~~due~~Notification” ~~diligence~~to ~~investigation~~GEI ~~into~~Plc at any time to acquire the ~~business,~~Solar ~~contracts,~~Subsidiaries ~~relationships,~~and ~~assets,~~the ~~financial~~GEI ~~condition~~Know-How. Upon such notification, ~~and~~all ~~other~~of ~~appropriate~~the ~~matters~~documents ~~with~~(including ~~respect~~the toassignments ~~GSE,~~of ~~GSS,~~the Solar Subsidiaries and ~~GSH~~the GEI Know-How) were to be released from escrow except for certificates representing 14,096,093 ~~and~~shares of the ~~know~~Company’s ~~how~~common stock. ~~This~~Those shares will ~~result~~remain in aescrow ~~significant~~until ~~expenditure~~the byEscrow Agent receives the ~~Company~~“GSC Notification,” ~~and~~a notification from the Company isthat it desires to exercise its right to acquire all of the outstanding shares of GSE. The Company does not ~~able~~intend to ~~commence~~provide this notification until such time as it has completed its due diligence ~~investigation~~and certain other release conditions set forth in ~~any~~the ~~depth~~new ~~without~~Escrow aAgreement ~~significant~~are ~~amount~~satisfied. Pending release of ~~additional~~those ~~financing~~shares from the new Escrow Agreement, GCM Ltd has the ~~availability~~right to represent those shares at any meeting of the Company’s shareholders, but GCM Ltd will not be entitled to cast any vote with respect to those shares without the concurrence of either GEI Plc (following the change of control which has occurred) or a third party not controlled by either GEI Plc or GCM Ltd, GIG Holding Ltd (“GIG”). GIG is not a party to the ~~Company~~new ~~can~~Escrow ~~offer~~Agreement noor ~~assurance~~any voting agreement.

~~After~~Pursuant to the ~~Initial~~Assignment ~~Closing,~~of ~~the~~Amended ~~occurrence~~and ofRestated ~~the~~Stock ~~Final~~Purchase ~~Closing~~Agreement ~~will~~GCM beLtd ~~subject~~was granted the right to ~~various~~exercise ~~conditions~~its ~~precedent,~~right ~~including~~to complete the ~~obligation~~transaction ~~that~~at ~~each~~any ~~party~~time. The ~~must~~Company ~~make~~has orbeen ~~confirm~~advised that ~~various~~on ~~representations~~or ~~and~~about ~~warranties~~August as3, of2010, ~~the~~GCM ~~date~~Ltd ~~that~~exercised ~~the~~its ~~closing~~right ~~deliverables~~to ~~are~~complete ~~released~~the totransaction and the ~~respective~~documents ~~parties~~were byreleased from the ~~escrow~~new ~~agent~~Escrow Agreement. ~~Further,~~As ~~both~~a ~~the~~result ~~Company~~GCM ~~and~~Ltd ~~Genesis~~now ~~Solar~~owns ~~have~~or ~~agreed~~controls tothe ~~certain~~equity ~~covenants~~interest ~~and~~in ~~obligations~~GSE ~~between~~(as well as the ~~Initial~~other ~~Closing~~Solar Subsidiaries) and the ~~Final~~GEI ~~Closing. As such~~Know-How, ~~the~~although ~~ultimate~~(as ~~completion~~further ofdescribed ~~the~~below) ~~transaction~~this ownership is subject to ~~numbers~~the ~~conditions~~terms ~~precedent~~of the new Escrow Agreement and ~~there~~other ~~can~~restrictions. Further, beGCM noLtd ~~assurance~~has ~~GEI~~the ~~Plc~~obligation to transfer GSE and the GEI Know-How to the Company ~~will~~upon benotification ~~able~~by tothe ~~complete~~Company, which notification the ~~transaction~~Company asmust ~~described~~give inby ~~the~~December ~~Restated~~31, ~~Agreement~~2010.

~~Conditions~~Nevertheless, ~~Precedent;~~until ~~Representations~~the Company is able to complete its due diligence and ~~Warranties~~to meet its reporting obligations under the Securities Exchange Act of 1934 and certain other conditions precedent set forth in the new Escrow Agreement, the 14,096,093 shares of the Company’s common stock issued for the purposes of acquiring GSE and the GEI Know-How will remain in escrow. If the Company does not authorize the release of those shares from escrow to GEI Plc by January 1, 2011, the escrow agent is obligated to return those shares to the Company.

The ~~Restated~~Company ~~Agreement~~is ~~sets~~not ~~forth a number of conditions that, unless later waived or modified by the parties, must be met for each party to be~~ obligated to ~~close~~complete the ~~transaction. Among~~acquisition ~~these~~of ~~conditions~~GSE ~~are~~and ~~that~~ the ~~total number of shares of Company common stock to be issued to~~ GEI ~~Plc~~Know-How atunless ~~the~~certain ~~initial~~conditions ~~closing~~precedent ~~date~~set ~~must~~forth ~~represent~~in ~~at least 40% of~~ the ~~Company’s~~escrow ~~then~~agreement ~~outstanding~~(“Release ~~common~~Conditions”) ~~stock~~are ~~and~~completed ~~voting~~or ~~power;~~waived. Among ~~and~~these ~~with~~conditions ~~respect~~are ~~to GSE, it must have entered into an amendment to agreements between GSE and certain Spanish development authorities that removes~~ the ~~ability of such agencies to retake certain real property that GSE acquired from such agencies to construct and operate solar energy production facilities.~~following:

Asa. ~~part~~The ofCompany ~~the~~has ~~Restated~~received, ~~Agreement~~and ~~both~~has ~~GEI~~been ~~Plc~~able ~~and~~to ~~the~~verify ~~Company~~such ~~made~~information ~~certain~~from ~~representations~~ and ~~warranties~~relating to ~~each~~GSE, ~~other. Included in~~ its ~~representations~~business and ~~warranties~~operations, ~~Genesis~~prospective ~~made~~business ~~standard~~and ~~certain~~operations, ~~representations~~assets, ~~regarding~~liabilities ~~certain~~and ~~issues~~equity, financial condition and ~~facts~~results of operations, ~~such~~management, asexecutive ~~its~~compensation, ~~(and~~related ~~GSE’s~~party transactions, ~~GSS’~~material contracts and obligations, ~~GSH’s) operations~~industry, ~~capital~~risks ~~structure~~(including operational risks, ~~intellectual~~business ~~property~~risks, ~~assets~~country risks, ~~operations~~and other appropriate risks), and other information and financial ~~records.~~statements (which have been audited by an independent certified public accountant registered with the Public Company Accounting and Oversight Board) that may be required for disclosure by the Company under applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and any applicable stock exchange;

Additionally, GEI Plc has agreed to provide a significant amount of disclosure to the Company regarding the Acquired Companies by July 31, 2010. In addition, the Company expects to continue its due diligence investigation into the Acquired Companies, although the Company requires additional financing to be able to do so as intended.

Inb. ~~addition~~The topersons ~~delivering~~who ~~the~~are ~~equity~~to ~~interests~~become inprincipal ~~the~~shareholders ~~Acquired~~of ~~Companies,~~the Company as a ~~condition~~result toof ~~initial~~the ~~closing~~release ~~GEI~~of ~~Plc~~the ~~has~~shares ~~agreed~~of ~~that~~Company itcommon ~~will~~stock ~~execute~~from ~~certain~~escrow ~~other~~have ~~agreements,~~prepared ~~including~~for anfiling ~~instrument~~with tothe ~~assign~~SEC immediately following the ~~Know-How~~completion ~~and~~of athe release ~~whereby,~~of ~~among~~the ~~other~~shares ~~things,~~of itCompany ~~would~~common ~~release~~stock any ~~and~~reports ~~all~~required ~~potential~~of ~~legal~~such ~~claims~~persons itunder ~~then~~Sections ~~has~~13(d), ~~against~~13(g) and 16(a) of the ~~Company~~Securities Exchange Act of 1934 and any applicable stock exchange;

~~Termination~~c. GCM Ltd will, simultaneously with the release of the shares of Company common stock assign (or arrange for the assignment) to the Company of 100% of the equity interest and voting interest in GSE and (to the extent any person other than GCM Ltd owns such equity interest) the terms of the assignment by any such other person owning an equity or voting interest in GSE are acceptable to GSE in its reasonable discretion (with the agreement that the transfer of shares by the Company to such person at a price of US$10.00 per share or more shall be considered to be acceptable);

d. The ~~Restated~~Company ~~Agreement~~shall ~~can~~have bereceived ~~terminated~~no byinformation ~~either~~that ~~party~~leads init ~~certain~~to ~~situations,~~believe ~~including~~that ifGSE ~~there~~(in isits adirect ~~material~~or ~~breach~~indirect ofoperations, ~~the~~whether ~~Restated~~through ~~Agreement,~~its ~~GEI~~own ~~Plc~~actions isor ~~unable~~failure to ~~provide~~act, aor ~~disclosure to~~ the ~~Company~~actions inor afailure ~~form reasonably acceptable~~ to ~~the~~act ~~Company~~ by ~~July~~any 31officer, ~~2010~~director, ormanager, ~~the~~employee, ~~transaction~~independent iscontractor, ~~not~~agent, ~~ultimately completed by December 31~~parent, ~~2010. Additionally~~subsidiary, ~~each~~or ~~party~~other ~~can~~person) ~~terminate~~has ~~the~~violated ~~Restated~~certain ~~Agreement~~laws ifof ~~all conditions precedent to~~ the ~~transaction~~United ~~have~~States ~~not either been met~~ or ~~waived~~any byother ~~the~~country; ~~parties, or if those conditions become impossible to meet (including each party’s representations, warranties~~ and ~~covenants).~~

~~Related~~e. ~~Party~~There ~~Transactions~~shall have been negotiated a voting agreement with respect to the 14,096,093 shares of the Company’s common stock that is reasonably satisfactory in form and substance to the Company, as well as an agreement between GEI Plc and its principal shareholders for the exchange by them of their GEI Plc shares for the shares of the Company’s common stock then held by GEI Plc (including, without limitation, the 14,096,093 shares referred to above). To the knowledge of the Company, these agreements have not yet been drafted or negotiated.

~~GEI~~Vital ~~Plc is an affiliate of Genesis Capital Management Ltd (“GCM Ltd”) which~~Source, ~~through its control of Genesis Investment Fund Ltd, is a significant Company shareholder~~S. ~~GCM Ltd directly or indirectly holds and or controls greater than 50% of the Company’s outstanding common stock~~A. In ~~addition, GCM Ltd owes certain funds to the Company.~~Financing

As the Company has previously announced, the Company entered into an agreement with Vital Source, S.A. (“Vital Source”) (an unaffiliated company) to provide financing by September 30, 2010. The ~~Escrow~~agreement ~~Agent~~with isVital ~~legal~~Source ~~counsel~~was signed by its president, Thomas E. Geraets. Since entering that agreement, Vital Source provided in kind contributions to GSE through GEI Plc (amounting to € 9,000,000 treated as a capital contribution which GEI Plc then invested in GSE) and € 13,000,000 as a loan to a wholly-owned subsidiary of GSE. This contribution consisted of assets located in Brazil with a total value of approximately € 22,000,000. GSE plans to liquidate these assets and provide the cash to its Spanish operations. Vital Source has entered into a Memorandum of Understanding to contribute an additional € 47,000,000 in kind to GSE to meet GSE’s development obligations to the Spanish authorities.

Other Provisions

Among the other provisions in the Restated Agreement, subject to certain conditions, both the Company and GEI Plc have agreed to indemnify each other for certain damages that could arise from the Restated Agreement and the transaction contemplated thereby.

Further, the Restated Agreement contains other provisions that are commonly contained in agreements of this nature, such as confidentiality provisions and obligations on the parties to execute any other agreements or documents necessary to complete their obligations.

No Assurances as to Closing or Completion of the Transaction

As noted above the transaction contemplated by the Restated Agreement is subject to a number of conditions including the Company being able to complete its due diligence and legal compliance, both of which require that the Company obtain a significant amount of additional finance. The Company and GEI Plc have been negotiating and working toward completing this transaction since at least April 2009 and originally estimated it would be completed during the spring of 2010. However, due to various reasons including the change of

~~business~~Vital ~~strategy~~Source, ofthrough ~~GEI~~its ~~Plc~~president, ~~the~~Mr. ~~need~~Geraets, tois ~~raise~~cooperating ~~additional~~with ~~capital~~the Company and ~~the~~GCM ~~increase~~Ltd ofin ~~capital~~connection ofwith ~~GSE~~the bytransactions ~~GEI~~contemplated ~~Plc,~~under the ~~parties~~Restated ~~have~~SPA ~~previously~~and ~~had~~the toassignment ~~postpone~~documents. Vital ~~the~~Source’s ~~potential~~cooperation ~~closing~~is ofnecessary ~~the~~inasmuch ~~transaction. Although~~as ~~both~~(following the ~~Company~~contributions and ~~GEI~~expected ~~Plc~~conversion ~~believe~~of ~~that~~ the ~~transaction~~debt ~~will~~portion ~~ultimately~~to beGSE ~~completed~~equity), byVital ~~December~~Source ~~31,~~will ~~2010~~own asa ~~described~~significant amount of equity in GSE, and the ~~Restated~~new Escrow Agreement, ~~there~~requires ~~can~~(as bea nocondition ~~assurance~~to release) that ~~further~~the ~~unexpected~~Company ~~delays~~acquire ~~and~~100% ~~issues~~of ~~will cause arise~~GSE.

InTo ~~addition,~~be ~~completion~~consistent ofwith the ~~transaction~~current isstatus ~~subject~~of toits ~~satisfactory~~contributions ~~due~~through ~~diligence~~GEI Plc and ~~each~~directly ~~party~~to ~~meeting~~GSE orand ~~waiving~~the ~~certain~~anticipated ~~conditions~~contributions ~~precedent. There~~to ~~can~~GSE, beVital noSource ~~assurance~~has ~~that~~discussed, ~~the~~and ~~Company~~is ~~will~~expected ~~be able~~ to ~~meet~~propose ~~the~~a ~~conditions~~modification ~~precedent~~ to ~~its~~the ~~contemplated~~share ~~acquisition,~~purchase oragreement ~~that~~with if the Company. The ~~does meet the conditions precedent that the~~ Company ~~will~~is beopen ~~able~~ to ~~complete~~further ~~the~~negotiations ~~acquisition~~with orVital ~~the~~Source ~~actions~~to ~~that~~amend the ~~Restated~~existing ~~Agreement,~~agreement ~~contemplates. In addition, there are many other issues involved~~ in ~~the~~a ~~transaction,~~manner ~~including~~that ~~coordinating~~provides ~~international~~adequate ~~legal~~funding ~~requirements,~~to ~~international operations, and~~ the ~~significant expense of international communications and travel~~Company.

It is important to note that one of the Release Conditions discussed above for the release of the 14,096,093 shares of the Company’s common stock is that the Company acquire all of the outstanding equity of GSE, including that of Vital.

No Assurances as to Closing or Completion of the Transaction

As noted above the transaction contemplated by the Restated SPA and the assignment to GCM Ltd is subject to a number of conditions including the Company being able to complete its due diligence and legal compliance, both of which require that the Company obtain a significant amount of additional financing. The Company, GCM Ltd and GEI Plc have been negotiating and working toward completing this transaction since at least April 2009 and originally estimated it would be completed during the spring of 2010. However, due to various reasons including the change of business strategy of GEI Plc, the need to raise additional capital, and the increase of capital of GSE by GEI Plc, the parties have previously had to postpone the final closing of the transaction. Although the Company, GCM Ltd and GEI Plc believe that the transaction will ultimately be completed by December 31, 2010, there can be no assurance that further unexpected delays and issues will cause arise.

In addition, completion of the transaction is subject to satisfactory due diligence and each party meeting or waiving certain conditions precedent. There can be no assurance that the Company will be able to meet the conditions precedent to its contemplated acquisition, or that if the Company does meet the conditions precedent that the Company will be able to complete the acquisition or the actions that the Restated SPA, contemplates. In addition, there are many other issues involved in the transaction, including coordinating international legal requirements, international operations, and the significant expense of international communications and travel.

Ownership of the Company’s Common Stock Following the Completion of the Transaction

Following the Company’s acquisition of GSE and the GEI Know-How, there will be a significant number of shares outstanding then owned by GEI Plc. The following chart sets forth an estimation of the ownership of the outstanding shares, assuming that the Company’s acquires GSE and the GEI Know-How and Vital Source makes an investment as described above (of which there can be no assurance):

GCM	1,981,867	8.6%
GEI per transaction and subject to exchange and voting rights, as they may be negotiated (as discussed above)	14,096,093	60.9%
Vital (based on the existing agreement, and without giving effect to any renegotiation discussed above)	6,100,000	26.3%
other shareholders	1,031,133	4.5%

GEI Plc has entered into an agreement (the “GEI Agreement”) with GCM Ltd, the new control persons of GEI Plc, and other affiliated parties, which contemplates a clearer agreement between the parties to share voting responsibility for the Company’s shares to be delivered to GEI Plc for the purchase of the Solar Subsidiaries and the GEI Know-How. Before that voting agreement has been completed (which agreement must be reasonably satisfactory in form and substance to the Company), GCM Ltd (the Company’s principal shareholder) will hold the voting rights of the shares for the purposes of establishing a quorum at any meeting of the Company’s shareholders, but not for casting a vote at any such meeting. In order to cast a vote at any meeting of the Company’s shareholders, the new Escrow Agreement provides that GCM Ltd must obtain the agreement of GEI Plc or, if GEI Plc will not agree, a company known as GIG Holding, Ltd., a company owned by the former president of GEI Plc. It should be noted that, although GIG Holding Ltd. is a party to the GEI Agreement, it is not a party to the Escrow Agreement and therefore has no obligation to act under its terms.

The GEI Agreement (to which the Company is not a party) also contemplates that the GEI Plc shareholders, including GCM Ltd and Vital Source, will have an opportunity to exchange their interest in GEI Plc for the Company’s common stock then held by GEI Plc. This exchange is expected to take place at the time that the Company’s common stock is listed (or about to be listed) for trading on an exchange. As discussed above, it is a Release Condition that this agreement be documented in a manner which must be reasonably acceptable to the Company.

Item 9.01 – Financial Statements and Exhibits

10.1 Assignment of Amended and Restated Stock Purchase ~~between Genesis Solar Corporation and Genesis Energy Investments Plc.~~Agreement

10.2 Subscription Agreement

10.3 Escrow Agreement

10.4 Termination and Release of the Escrow Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the ~~12th~~5th day of ~~May~~August 2010.

Genesis Solar Corporation By: /s/ David W. Brenman David W. Brenman, President

~~By:~~9 ~~/s/ David W. Brenman~~

David W. Brenman, President

Filing Compare · Genesis Solar Corp