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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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 (Date of Earliest Event Reported): June 12 30, 2003

GENUITY INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE	000-30837	74-2864824
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

GENUITY INC.
(Exact Name of Registrant as Specified in Charter)

235 Presidential Way, Woburn, MA		01801
(Address of Principal Executive Offices)		(Zip Code)

DELAWARE
(State or Other Jurisdiction
of Incorporation)

000-30837
(Commission File Number)

74-2864824
(I.R.S. Employer
Identification No.)

~~Registrant’s~~225 ~~Telephone~~Presidential ~~Number~~Way, ~~including~~Woburn, ~~Area~~MA ~~Code:~~(Address of Principal Executive Offices) 01801 (~~800~~Zip Code) ~~436-8489~~

~~This~~Registrant's Telephone isNumber, ~~Page~~including 1Area ofCode: ~~4 Pages.~~(800) 436-8489

~~Exhibit~~This ~~Index~~is ~~appears~~Page on1 ~~page~~of 46 Pages.

~~ITEM~~Exhibit Index 9.appears ~~REGULATION~~on FDpage ~~DISCLOSURE~~6

~~Genuity~~ ITEM ~~Inc~~9., aREGULATION Delaware corporation, (“Genuity” or the “Company”) hereby files its Current Report on Form 8-K. On June 12, 2003, Genuity and certain of its subsidiaries (collectively, the “Debtors”) filed with the United States Bankruptcy Court for the Southern District of New York (the “Court”) its Annual Financial Statements as of December 31, 2002 and for the three years in the period then ended (the “Annual Financial Statements”). Exhibit 99.1 to this Form 8-K contains the text of the Annual Financial Statements required to be filed with the Court. This Current Report (including the exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. DISCLOSURE

~~The~~ On ~~Company’s~~November 27, ~~informational~~2002, ~~filings~~Genuity Inc. ~~with~~and ~~the~~certain ~~Court,~~of ~~including~~its ~~the Annual~~subsidiaries ~~Financial~~filed ~~Statements,~~a ~~are~~petition ~~available~~for torelief under Chapter 11 of the ~~public~~United atStates Bankruptcy Code in the ~~office~~United ofStates Bankruptcy Court for the ~~Clerk~~ Southern District of ~~the~~New ~~Bankruptcy~~York (the "Court,"). ~~Alexander~~Genuity Inc. ~~Hamilton~~filed ~~Custom~~jointly ~~House,~~with ~~One~~the ~~Bowling~~following direct and indirect subsidiaries: BBN Advanced ~~Green~~Computers Inc., ~~New~~BBN ~~York~~Certificate Services Inc., ~~New~~BBN ~~York~~Instruments ~~10004-1408~~Corporation, BBN Telecom Inc., ~~The~~Bolt ~~Annual~~Beranek ~~Financial~~and ~~Statements~~Newman ~~may~~Corporation, beGenuity Business Trust, Genuity Employee ~~available~~Holdings ~~electronically~~LLC, ~~for~~Genuity aInternational Inc., ~~fee~~Genuity International Networks Inc., ~~through~~Genuity ~~the~~International ~~Court’s~~Networks ~~Internet~~LLC, ~~web~~Genuity ~~site~~Solutions Inc., atGenuity Telecom Inc., LightStream ~~www~~Corporation and NapNet L.~~nysb~~L.~~uscourts~~C.~~gov~~ (~~Case~~collectively, Nothe "Debtors"). The Debtors remain in possession of their assets and properties, which were not sold to Level 3 as described below, as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Certain subsidiaries of Genuity 02Inc., consisting principally of international subsidiaries, are not debtors (collectively, the "Non-~~43558~~Debtors") in this bankruptcy proceeding. The Debtors as "debtors-in-possession" continue to operate the Non-Debtor businesses under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

~~Genuity~~ On June 30, is2003, ~~now~~the ~~working~~Debtors tofiled ~~formulate~~with athe ~~plan~~Court ~~providing~~their required consolidated Monthly Operating Statement for the ~~liquidation~~ ofperiod ~~its~~from ~~remaining~~March 1, ~~assets~~2003 ~~and~~to ~~distribution~~March 31, of2003 (the "Monthly ~~proceeds~~Operating ~~to creditors.~~Statement") ~~Genuity’s~~in ~~subsidiaries~~a ~~that~~form ~~are~~prescribed ~~not~~by ~~part~~the office of the ~~bankruptcy proceedings~~United ~~are~~States ~~also~~Trustee ~~winding~~of ~~down~~the ~~their~~Department ~~operations.~~of ~~Due~~Justice tofor ~~uncertainties regarding~~ the ~~potential~~Southern ~~claims~~District ~~against~~of ~~Genuity~~New ~~and~~York. ~~the~~Exhibit 99.1 ~~amount~~to ofthis ~~available~~Current ~~proceeds,~~Report iton isForm 8-K ~~not~~contains ~~possible~~the totext ~~predict~~of ~~when~~ the ~~liquidation~~Monthly ~~will~~Operating beStatement ~~completed or~~required ~~how~~to ~~much~~be ~~will~~filed bewith ~~available~~the ~~for~~Court. ~~distribution~~This toCurrent ~~creditors.~~Report ~~Genuity~~(including ~~believes that~~the ~~its~~exhibits ~~stockholders~~hereto) will not ~~receive~~be ~~any~~deemed an ~~proceeds~~admission ~~from~~as to the ~~liquidation~~materiality ~~and that~~of ~~its~~any ~~common~~information ~~stock~~required ~~will~~to ~~have~~be nodisclosed ~~value~~solely into ~~connection~~satisfy ~~with~~ the ~~liquidation~~requirements of Regulation FD.

~~Certain~~ The Company's ~~statements~~informational infilings ~~this~~with ~~Current~~the ~~Report~~Court, including the Monthly Operating Statement, are ~~forward-looking statements~~available ~~within~~to the ~~meaning~~public ofat the ~~Private~~office ~~Securities~~of ~~Litigation~~the ~~Reform~~Clerk ~~Act~~ of ~~1995.~~the ~~Actual~~Bankruptcy ~~results~~Court, ~~may~~Alexander Hamilton ~~differ~~Custom ~~materially~~House, ~~from~~One ~~those~~Bowling ~~indicated~~Green, inNew ~~such statements~~York, ~~due~~New toYork a10004-1408. ~~number~~The ofMonthly ~~factors,~~Operating ~~including~~Statement ~~changes~~may ~~arising~~be ~~from~~available ~~the Company’s~~electronically, ~~bankruptcy~~for ~~filing~~a ~~and~~fee, through the ~~liquidation~~Court's ~~and~~Internet ~~distribution~~web ~~of the~~site ~~Company’s~~at ~~remaining~~www.nysb.uscourts.gov ~~assets~~(Case ~~in bankruptcy~~No. 02-43558).

~~Additional~~ Also on ~~factors~~November 27, ~~that~~2002, ~~may~~Genuity Inc. ~~affect~~and ~~the~~certain ~~Company’s~~of ~~business~~its ~~and~~subsidiaries ~~financial results~~(collectively, ~~are~~the ~~also~~"Genuity ~~discussed~~Sellers") ~~from~~entered ~~time~~into toan ~~time~~asset inpurchase agreement (the ~~Company’s~~"Level ~~other filings~~3 Agreement") with ~~the~~Level ~~Securities~~3 Communications, Inc. and ~~Exchange~~certain ~~Commission~~of its subsidiaries (collectively, ~~including~~"Level in3") ~~the~~pursuant ~~Company’s~~to which Level 3 agreed to acquire substantially all of the ~~Form 10~~long-Klived ~~for~~assets, customers and operations and assume certain obligations of the ~~year~~Genuity ~~ended~~Sellers ~~December~~for up to $242 ~~31,~~million ~~2001~~in cash subject to adjustment. ~~The~~On ~~forward-looking~~January 24, 2003, ~~statements~~the ~~contained~~Court inapproved this ~~Current~~transaction ~~Report~~and ~~speak~~on ~~only~~February 4, as2003 of the ~~time~~Genuity ~~the~~Sellers ~~statements~~and ~~were~~Level ~~given~~3 consummated the sale. At the closing, the Genuity Sellers received $117 million in cash and ~~the~~an ~~Company~~additional ~~does~~$20 million ~~not~~in ~~undertake~~cash was placed in escrow to ~~revise~~cover ~~those~~future potential ~~forward~~indemnifications obligations. Level 3 acquired Genuity's operations and assumed substantially all of Genuity's customer relationships, including its domestic contract with America Online, Inc. ("AOL") and certain domestic customer contracts with Verizon. Level 3 also assumed certain of Genuity's significant commercial obligations, including its long-~~looking~~term ~~statements~~managed modem toagreements ~~reflect~~with ~~events~~Verizon ~~after~~and Allegiance Telecom, Genuity's circuit commitment with Worldcom/MCI and Genuity's IRU agreement with Qwest. In addition, Level 3 assumed the ~~date~~Company's obligations under each of ~~this~~Genuity's ~~Current Report~~senior executive employment agreements.

In The Company ~~accordance~~expects ~~with~~that ~~general~~the ~~instruction~~purchase ~~B.2~~price ofunder ~~Form~~the Level ~~8-K,~~3 ~~the information~~agreement inwill ~~this~~be ~~Current~~adjusted ~~Report~~for ~~(including~~deposits, ~~exhibits)~~prepayments isand ~~furnished~~credit ~~pursuant~~balances under customer agreements assumed and assigned to ~~Item~~Level 3, 9deposits and ~~shall~~prepayments ~~not~~under bevendor ~~deemed~~agreements toand bereal ~~“filed”~~estate ~~for~~leases ~~the~~assumed ~~purposes~~and ~~of Section 18~~assigned ofto ~~the~~Level 3 ~~Exchange~~and ~~Act,~~a aspro-rata ~~amended~~portion orof ~~otherwise~~2003 ~~subject~~property totaxes on ~~liabilities~~properties ofpurchased ~~that~~by ~~section~~Level 3. ~~This~~These ~~Current~~adjustments ~~Report~~are ~~will~~expected ~~not~~to be ~~deemed~~finalized ~~an admission~~by asthe toend of the ~~materiality~~third quarter of ~~any~~2003. ~~information~~The ~~contained~~Level 3 inAgreement ~~this~~also ~~Current Report~~provides that isthe ~~required~~purchase toprice may be ~~disclosed~~adjusted ~~solely~~downward byin ~~Regulation~~the ~~FD.~~event that Genuity's

~~ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.~~2

	(c)	Exhibits
23.1	Information regarding Consent of Arthur Andersen LLP
23.2	Consent of Independent Auditor
99.1	Annual Financial Statements as of December 31, 2002 and for the three years in the period then ended filed with the United States Bankruptcy Court for the Southern District of New York.

recurring revenue for December 2002 and January 2003, as calculated in accordance with the Level 3 Agreement, falls below a specified threshold. Level 3 has submitted to Genuity a purchase price adjustment report seeking an adjustment for, among other items, recurring revenue. Genuity has submitted an objection to Level 3's proposed purchase price adjustment and believes that no adjustment for recurring revenue is warranted. As provided in the Level 3 Agreement, Genuity and Level 3 are currently trying to resolve all disputes regarding purchase price adjustments. If the parties cannot resolve these disputes, the Level 3 Agreement provides that either party may submit the matter to an arbitrator.

2 Genuity Inc. and its subsidiaries ("Genuity" or the "Company") are now working to formulate a plan providing for the liquidation of its remaining assets and distribution of the proceeds to creditors. The Non-Debtors, which are not part of the bankruptcy proceedings, are also winding down their operations. Due to uncertainties regarding the potential claims against Genuity and the amount of available proceeds, it is not possible to predict when the liquidation will be completed or how much will be available for distribution to creditors. Genuity believes that its stockholders will not receive any proceeds from the liquidation and that its common stock will have no value in connection with the liquidation.

~~SIGNATURE~~ The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Statement as it was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company or other Debtors, or any other affiliate of the Company. The Monthly Operating Statement was not audited and is in a format prescribed by the office of the United States Trustee of the Department of Justice for the Southern District of New York. However, in the opinion of the Company's management, the information reflects all adjustments necessary for a fair presentation of the results for the period presented in accordance with generally accepted accounting principles for interim financial statements. The Monthly Operating Statement should be read together with the audited consolidated financial statements in the Company's reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Statement is complete. The Monthly Operating Statement also contains information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Exchange Act.

~~Pursuant~~ Certain statements toin this Current Report are forward-looking statements within the ~~requirements~~meaning of the Private Securities ~~Exchange~~Litigation Reform Act of ~~1934,~~1995. Actual results may differ materially ~~the~~from ~~registrant~~those ~~has~~indicated ~~duly~~in ~~caused~~such ~~this~~statements ~~report~~due to bea ~~signed~~number onof ~~its~~factors, ~~behalf~~including bychanges arising from the ~~undersigned~~ ~~hereunto~~Company's ~~duly~~bankruptcy ~~authorized~~filing and the liquidation and distribution of the Company's remaining assets in bankruptcy.

	GENUITY INC.
	By:	/s/ ERIC A. SIMONSEN
		Name: Eric A. Simonsen
Date: June 12, 2003		Title: Chief Financial Officer and Controller

Additional factors that may affect the Company's business and financial results are also discussed from time to time in the Company's other filings with the Securities and Exchange Commission, including in the Company's Form 10-K for the year ended December 31, 2001. The forward-looking statements contained in this Current Report speak only as of the time the statements were given, and the Company does not undertake to revise those forward-looking statements to reflect events after the date of this Current Report.

3 In accordance with general instruction B.2 of Form 8-K, the information in this Current Report (including exhibits) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, as amended or otherwise subject to liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information contained in this Current Report that is required to be disclosed solely by Regulation FD.

~~EXHIBIT INDEX~~3

Exhibit No.		Description
23.1		Information regarding Consent of Arthur Andersen LLP
23.2		Consent of Independent Auditor
99.1		Annual Financial Statements as of December 31, 2002 and for the three years in the period then ended filed with the United States Bankruptcy Court for the Southern District of New York.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c): Exhibits

499.1 Unaudited Monthly Operating Statement for the period from March 1, 2003 to March 31, 2003 filed with the United States Bankruptcy Court for the Southern District of New York.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENUITY INC.
	By:	/s/ ERIC A. SIMONSEN Name: Eric A. Simonsen Title: Chief Financial Officer and Controller
Date: June 30, 2003

EXHIBIT INDEX

Exhibit No.		Description
99.1		Unaudited Monthly Operating Statement for the period from March 1, 2003 to March 31, 2003 filed with the United States Bankruptcy Court for the Southern District of New York.

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