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: ~~February~~September 2728, 2011

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

~~o Soliciting~~Item ~~material~~5.02 ~~pursuant~~- toDeparture ~~Rule~~of ~~14a-12~~Directors ~~under~~or ~~the~~Certain ~~Exchange~~Officers; ~~Act~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~o Pre-commencement~~Immediately ~~communications~~following ~~pursuant~~the toauthorization ~~Rule~~for ~~14d~~the filing of this Form 8-~~2(b)~~K ~~under~~on September 27, 2011, all of the directors of the Company resigned. In their resignation letter, the directors each said: “I hereby resign as a member of the board of directors of Genesis Solar Corporation, effective at 5:00 pm on September 27, 2011. I am resigning wholly for personal reasons. In that connection, I note that, as disclosed in the Company’s financial statements as publicly filed in recent reports with the Securities and Exchange ~~Act~~ Commission, the Company is and has been unable to pay its debts as they have become due except through loans from the Company’s president, and the Company has been unable to raise the financing necessary to complete any business transaction. As a result, the Company has a substantial, unsolvable, working capital deficit. There is no evidence that this situation will not continue.”

~~o Pre-commencement~~The ~~communications~~resignation ~~pursuant~~of the Company’s officers was stated to ~~Rule~~be ~~13e-4(c)~~effective ~~under~~immediately ~~the~~upon ~~Exchange~~filing ~~Act~~of this Form 8-K.

~~Item~~A ~~8.01~~copy –of ~~Other~~this ~~Events~~disclosure was provided to each director and officer, and none objected.

OnItem February 21, 2011 Genesis Solar Corporation (the “Company”) received physical delivery of certificates representing 14,096,093 shares of its common stock (the “Shares”) which were held in escrow as the Company was attempting to acquire Genesis Solar España, S8.L.01 Other ~~(“GSE”) along with certain know-how related to GSE~~Events. As described in numerous reports filed with the Securities and Exchange Commission, starting in April 2009 the Company began pursuing a transaction to acquire GSE and the know-how. The Shares comprised the consideration the Company was to pay to complete the acquisition. Although the Shares may have been deemed outstanding while held in escrow under the Colorado Business Corporation Act, because their ultimate release was subject to numerous conditions precedent they were not deemed outstanding for financial reporting purposes. Since the transaction was not completed by December 31, 2010, and as described in a Form 8-K filed by the Company reporting an event of January 1, 2011 (filed January 6, 2011), the Company requested that the Shares be returned to it.

On ~~February~~September 2728, 2011, the ~~Board~~Company offiled ~~Directors~~a ~~resolved~~certification toon ~~authorize~~Form 15 with the ~~president~~Securities toand ~~deliver~~Exchange Commission. The effect of filing the ~~certificates~~Form 15 is to immediately suspend the Company’s ~~transfer~~reporting ~~agent~~obligations ~~for~~under ~~cancellation~~the ~~and~~Securities ~~return~~Exchange toAct of 1934. As a result, the ~~status~~Company ofdoes ~~authorized~~not ~~but~~expect ~~unissued~~to ~~common~~be ~~stock.~~filing ~~The~~its ~~president~~quarterly ~~did~~report sofor onthe ~~March~~quarter 1ended September 30, 2011, or subsequent reports.

The Company chose to make this filing because it is no longer able to incur debt to meet its reporting obligations. The Company has no prospects for financial success and, as stated in the Company’s reports to date, it has been unable to meet its obligations under prior letters of intent and contemplated business arrangements because of its inability to raise any capital. There are no prospects that this situation will improve in the future.

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 ~~1st~~28th day of ~~March~~September 2011.

		Genesis Solar Corporation

		By: /s/ David W. Brenman
		David W. Brenman, President

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