10QSB 1 form10qsb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Genesis Uranium Corp. - Form 10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[ X ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended November 30, 2007

[ ] Transition Report Under Section 13 Or 15(d) Of The Exchange Act

For the transition period from ________to ________

COMMISSION FILE NUMBER 000-52445

GENESIS URANIUM CORP.
(Exact name of small business issuer as specified in its charter)

NEVADA 33-1133537
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

435 Martin Street, Suite 3080
Blaine, WA 98273
(Address of principal executive offices)

(360) 332-3170
(Issuer's telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of January 9, 2008, the Issuer had 19,101,563 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended November 30, 2007 are not necessarily indicative of the results that can be expected for the year ending August 31, 2008.

As used in this Quarterly Report, the terms "we," "us," "our," “Genesis” and “the Company” mean Genesis Uranium Corp. and its subsidiaries unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

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GENESIS URANIUM CORP.
(FORMERLY AZTEK VENTURES INC.)
(An Exploration Stage Company)
BALANCE SHEETS

    November     August  
    30,     31,  
    2007     2007  
             
ASSETS            
             
Current Assets            
         Cash $  800   $  5,757  
         Accounts receivable   -     -  
         Prepaid expenses   44,382     42,032  
Total Current Assets   45,182     47,789  
             
TOTAL ASSETS $  45,182   $  47,789  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
             
Current Liabilities            
             
         Finance contracts $  259,985   $  246,151  
         Accounts payable and accrued liabilities   71,517     40,855  
         Due to shareholders   12,916     12,398  
Total Current Liabilities   344,418     299,404  
             
TOTAL LIABILITIES   344,418     299,404  
             
Stockholders’ Deficit            
         Preferred Stock, $0.001 par value, 100,000,000 shares authorized            
         Common Stock, 250,000,000 common shares authorized with a par   19,102     19,102  
         value of $0.001, 19,101,563 common shares issued and outstanding,            
         respectively            
Additional paid-in capital   57,211     57,211  
Deficit accumulated during the development stage   (375,549 )   (327,928 )
             
Total Stockholders’ Deficit   (299,236 )   (251,615 )
             
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $  45,182   $  47,789  

See accompanying notes to financial statements



GENESIS URANIUM CORP.
(formerly AZTEK VENTURES INC.)
(An Exploration Stage Company)
STATEMENTS OF EXPENSES

                   
                Period From  
    For the Three     For the Three     April 5, 2002  
    months ended     months ended     (Inception) Through  
    November 30,     November 30,     November 30,  
    2007     2006     2007  
                   
Expenses                  
         General and administrative   47,621     8,365     185,065  
         Mineral property costs   -     -     190,484  
                   
NET LOSS $  (47,621 ) $  (8,365 ) $  375,549  
                   
                   
Net Loss Per Share – Basic and Diluted $  (0.00 ) $  (0.00 )   N/A  
                   
Weighted Average Shares Outstanding –               N/A  
     Basic and Diluted   19,101,563     19,101,563        

See accompanying notes to financial statements



GENESIS URANIUM CORP.
(formerly AZTEK VENTURES INC.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS

                Period From  
                April 5, 2002  
    For THREE MONTHS ENDED     (Inception)  
                Through  
    November 30,     November 30,     November 30,  
    2007     2006     2007  
                   
   CASH FLOWS FROM OPERATING ACTIVITIES                  
                   
         Net loss $  (47,621 ) $  (8,365 ) $  (375,549 )
                   
         Adjustments to reconcile net loss to net                  
         cash used in operating activities                  
         Change in operating assets and liabilities                  
           Increase in accounts receivable   -     4,500     -  
           Decrease in prepaid expenses   (2,350 )   -     (44,382 )
         Increase (decrease) in acounts payable and   30,662     (9,643 )   71,516  
         accrued liabilities                  
NET CASH USED IN OPERATING ACTIVITIES   (19,309 )   (13,508 )   (348,414 )
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
         Shareholder loans   518     -     12,916  
         Finance contract   13,834     -     259,985  
         Share subscription collected   -     -     76,313  
                   
NET CASH PROVIDED BY FINANCING   14,352     -     349,214  
ACTIVITIES                  
                   
NET CHANGE IN CASH   (4,957 )   (13,508 )   800  
                   
CASH AT BEGINNING OF PERIOD   5,757     23.407     -  
                   
CASH AT END OF PERIOD $  800   $  9,539   $  800  
                   
Supplemental Disclosures:                  
         Interest paid $  -   $  -   $  -  
         Income taxes paid   -     -     -  

See accompanying notes to financial statements



GENESIS URANIUM CORP.
(formerly AZTEK VENTURES INC.)
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Genesis Uranium Corp. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Genesis’ audited 2007 annual financial statements and notes there to contained in Genesis Uranium’s Annual Report filed with the SEC on form 10-KSB. In the opinion of management all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Genesis’s 2007 financial statements have been omitted.

NOTE 2 – GOING CONCERN

The accompanying financial statements have bee prepared assuming that Genesis will continue as a going concern. As shown in the accompanying financial statements, Genesis suffered losses of $47,621 for the three months ended November 30, 2007, has an accumulated deficit of $375,549 at November 30, 2007. These conditions raise substantial doubt as to Genesis’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Genesis is unable to continue as a going concern. Management intends to finance these deficits be selling its common stock.

NOTE 3– SUBSEQUENT EVENT

On August 20, 2007, we engaged Terraquest to conduct airborne electromagnetic and radiometric surveys on the Wollaston Lake Property for $156,021 CDN. As of early January 2008, we had paid $44,157 CDN. Terraquest has completed its airborne survey and we owe them the $111,864 CDN remaining balance due.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our Annual Report on Form 10-KSB, our Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K.

Overview

We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We currently own a 100% undivided interest in two mineral properties: one property located in the Province of Saskatchewan, Canada, that we call the “Wollaston Lake Property,” and one mineral property located in the Province of British Columbia, Canada, that we call the “Ideal Property.” The Wollaston Lake Property consists of two prospecting permits covering 80,587 hectares (approximately 199,134 acres) located in northeastern Saskatchewan. The Ideal Property consists of an area of approximately 169 hectares (approximately 417 acres) located in on Vancouver Island, approximately 13 miles west of the City of Port Alberni. Title to our mineral properties is currently held by our wholly owned subsidiary, Tekaz Mining Corp.

We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments occurred subsequent to our fiscal year ended August 31, 2007:

1.

On October 9, 2007, we engaged Malone & Bailey, P.C., Certified Public Accountants (“Malone & Bailey”), as our principal independent accountants. On the same date, we advised Telford Sadovnick, P.L.L.C., Certified Public Accountants (“Telford Sadovnick”), that it was dismissed as our independent accountants. Our Board of Directors approved the engagement of Malone & Bailey and the dismissal of Telford Sadovnick by written resolution.

   
2.

Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “Aztek Ventures Inc.” to “Genesis Uranium Corp.” (the “Name Change”). The Name Change was approved by our majority stockholder by written consent in lieu of a special meeting of the stockholders of the Company. In

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connection with the Name Change, our trading symbol on the OTC Bulletin Board was changed to “GEUR” effective November 16, 2007.

   
3.

On November 30, 2007, Curt White, the majority stockholder, our former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and a former member of our Board of Directors, entered into a Stock Transfer Agreement with Randy White (the “Stock Transfer Agreement”). Under the terms of the Stock Transfer Agreement, Mr. Curt White agreed to sell 13,000,000 shares of our common stock to Mr. Randy White, in consideration of Mr. Randy White agreed to pay $5,200, being $0.0004 per share, to Mr. Curt White (the “Share Transfer”).

   
4.

On December 13, 2007, upon the closing of the Share Transfer, our Board of Directors, consisting of Curt White and David R. Deering, were replaced by Randy White. In addition, Mr. Randy White replaced Mr. Curt White as our Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer. Mr. Deering continues to act as our Vice- President, Exploration.

PLAN OF OPERATION

During the next twelve months, we intend to conduct mineral exploration activities on the Wollaston Lake Property. Our management has deprioritized our exploration program for the Ideal Property based on the progress and potential of the Wollaston Lake Property. As a result, our exploration program for the Ideal Property has been suspended.

During the next twelve months, our exploration program on the Wollaston Lake Property will consist of compiling and reviewing all historical data on the Wollaston Lake Property and conducting airborne electromagnetic and radiometric surveys of the area, together with possible ground follow up on selected targets of interest.

On August 20, 2007, we engaged Terraquest to conduct airborne electromagnetic and radiometric surveys on the Wollaston Lake Property. In consideration of the work to be performed by Terraquest, we agreed to pay $156,021 CDN to Terraquest. As of the date of this Quarterly Report, we had paid a deposit of $44,157 CDN to Terraquest. Terraquest has informed us that it has completed its airborne survey of the Wollaston Lake Property. As such, we owe Terraquest $111,864 CDN, which is the remaining balance due under our contract with Terraquest. In order to maintain the Wollaston Lake Property in good standing, we will need to file the reports and statement of expenditures no later than March 19, 2008 with Saskatchewan Industry and Resources. If we are unable to meet these filing requirements, our permits on the Wollaston Lake Property will expire.

A decision on whether or not to proceed with our exploration program on the Wollaston Lake Property will be made by assessing whether the results of this initial phase of our exploration program are sufficiently positive. In making this decision, we will rely on the recommendations made by our consulting geologists.

In addition to the above mineral exploration expenses, we expect to spend approximately $25,000 over the next twelve months on general office and administrative expenses and on legal and accounting fees associated with operating our business and in meeting our ongoing reporting obligations under the Securities Exchange Act of 1934.

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As at November 30, 2007, we had cash on hand of $800. As such, we currently do not have sufficient financial resources to meet the anticipated costs of completing our exploration program for the Wollaston Lake Property or the anticipated administrative costs of operating our business for the next twelve months. On July 3, 2007, we approved a private placement offering of 500,000 shares of our common stock at a price of $0.40 per share. On November 22, 2007, our Board of Directors amended the terms of the offering by increasing the number of shares to be offered under the offering from 500,000 to 1,250,000 shares of common stock post-split at a price of $0.40 per share for total potential proceeds of $500,000. There are no assurances that we will complete the sale of any or all of the shares offered. Even if we are able to complete the sale of all of the shares being offered pursuant to the above private placement, we will likely need to obtain additional financing in order to complete our plan of operation and meet our current obligations as they come due.

RESULTS OF OPERATIONS

Summary of First Quarter Results

    Three Months Ended November 30,  
                Percentage  
    2007     2006     Increase / (Decrease)  
Revenue $ -   $ -     n/a  
Expenses   (47,621 )   (8,365 )   469.3%  
Net Loss $ (47,621 ) $ (8,365 )   469.3%  

Revenue

We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.

Operating Expenses

Our operating expenses for the three months ended November 30, 2007 and 2006 consisted of the following:

    Three Months Ended November 30,     Percentage  
    2007     2006     Increase / (Decrease)  
General and Administrative $ 47,621   $ 8,365     469.3%  
Mineral Property Costs   -     -     n/a  
Total Operating Expenses $ 47,621   $ 8,365     469.3%  

The increased general and administrative expenses for the three months ended November 30, 2007 when compared to the three months ended November 30, 2006, was primarily attributable to increases in consulting fees and professional fees.

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The increased consulting fees are primarily attributable to the fact that we entered into a management consulting agreement with David R. Deering, our Vice-President, Exploration, pursuant to which Mr. Deering is to be paid consulting fees of $6,000 per month in consideration of acting as our Vice-President, Exploration.

Professional fees relate to accounting and legal expenses incurred in connection with meeting our reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).

We anticipate our operating expenses will increase as we undertake our exploration programs for the Wollaston Lake Property and the Ideal Property. We anticipate our accounting and legal expenses will also increase as a result of our ongoing reporting requirements under the Exchange Act.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital                
                Percentage
    At November 30, 2007     At August 31, 2007     Increase / (Decrease)
Current Assets $ 45,182   $ 47,789     (5.5 )%
Current Liabilities   (344,418 )   (299,404 )   15.0%
Working Capital (Deficit) $ (299,236 ) $ (251,615 )   18.9%

Cash Flows            
    Three Months Ended     Three Months Ended  
    November 30, 2007     November 30, 2006  
Cash Flows Used In Operating Activities $ (19,309 ) $ (13,508 )
Cash Flows From Financing Activities   14,352     -  
Net Increase (Decrease) In Cash During Period $ (4,957 ) $ (13,508 )

The increase in our working capital deficit at November 30, 2007 compared to the year ended August 31, 2007 is primarily attributable to: (i) an increase in our general and administrative expenses associated with meeting our reporting obligations under the Exchange Act; and (ii) from the fact that we had no sources of revenue during the three months ended November 30, 2007.

Future Financings

As of November 30, 2007, our cash on hand was $800. Since our inception, we have used our common stock and loans to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the period ended August 31, 2007, that there is substantial doubt that we will be able to continue as a going concern.

On July 3, 2007, we approved a private placement offering of 500,000 shares of our common stock at a price of $0.40 per share. On November 22, 2007, our board of directors amended the terms of this offering by increasing the number of shares from 500,000 to 1,250,000 shares post split at a price of $0.40 per share for total potential proceeds of $500,000. The offering is being made

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pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933 (the “Securities Act”) and is being made solely to not US persons as defined in Regulation S. As of the date of filing of this report, we have not completed the sale of any of the shares offered pursuant to this private placement and there are no assurances that we will be able to complete the sale of any of the shares offered

We anticipate spending approximately $175,000 over the next twelve months in pursuing our plan of operation. We have a working capital deficit of $299,236 and we have not earned any revenues to date and do not anticipate earning revenues until we have completed commercial development of our anticipated products. Accordingly, we will require substantial additional financing in order to fund our plan of operation. We anticipate that any additional financing will likely be in the form of equity financing as substantial debt financing will not be as available at this stage of our business.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

The consolidated financial statements presented with this Quarterly Report on Form 10-QSB have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. These financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at November 30, 2007 and for all periods presented in the attached financial statements, have been included. Interim results for the three month period ended November 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to our audited financial statements for the year ended August 31, 2007.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Acquisition, Exploration and Evaluation Expenditures

We are an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition, exploration and development of mining

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properties. Mineral property acquisition costs are expensed as incurred. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves.

We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change, which indicate the carrying amount of an asset may not be recoverable.

Mining Properties

Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project. We do not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.

Our exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.

The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion.

RISKS AND UNCERTAINTIES

If we do not obtain additional financing, our business will fail.

Completing the next phases of our exploration programs for the Wollaston Lake Property and the Ideal Property is expected to cost approximately $175,000, an amount which is greater than our current financial resources. In addition, as of November 30, 2007, we had a working capital deficit of $299,236. We have not earned any income since our inception and do not anticipate earning income in the foreseeable future. As we do not currently have sufficient working capital to fund the anticipated costs of our exploration programs and meet our current obligations, we will need to obtain additional financing in order to complete our plan of operation.

We have approved a private placement offering of 500,000 shares of our common stock at a price of $0.40 per share. On November 22, 2007, our board of directors amended the terms of this offering by increasing the number of shares from 500,000 to 1,250,000 shares post split at a price of $0.40 per share for total potential proceeds of $500,000. However, we have not yet completed the sale of any of the shares being offered. Even if we are able to complete the sale of all of the

8


shares being offered, of which there is no assurance, we will still require additional financing. We have not made any other financing arrangements and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors outside of our control, including the results from our exploration program, and any unanticipated problems relating to our mineral exploration activities, including environmental assessments and additional costs and expenses that may exceed our current estimates. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us in which case our business will fail.

We have yet to earn revenue and, because our ability to sustain our operations is dependent on our ability to raise financing, our accountants believe there is substantial doubt about our ability to continue as a going concern.

We have accrued net losses of $375,548 for the period from our inception on April 5, 2002 to November 30, 2007, and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claims. These factors raise substantial doubt that we will be able to continue as a going concern. Malone & Bailey, PC, Certified Public Accountants, our independent auditors, have expressed substantial doubt about our ability to continue as a going concern given our accumulated losses. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital, we will not be able to complete our business plan. As a result, we may have to liquidate our business and investors may lose their investment. Investors should consider our auditor's comments when determining if an investment in Genesis is suitable.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Neither the Wollaston Lake Property nor the Ideal Property contains a known body of commercial ore and, therefore, any program conducted on our mineral properties will be exploratory. There is no certainty that any expenditures made on our exploration activities will result in discoveries of commercially recoverable quantities of ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration program do not reveal viable commercial mineralization, we may decide to abandon our properties and acquire new properties for new exploration. The acquisition of additional properties will be dependent upon our possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

We have no known mineral reserves and if we cannot find any, we will have to cease operations.

We have no mineral reserves. If we do not find a mineral reserve or if we cannot complete the exploration of the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations and investors will lose their investment. Mineral exploration is highly speculative. It involves many risks and is often non-

9


productive. Even if we are able to find mineral reserves on our property our production capability is subject to further risks including:

  • Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for;
  • Availability and costs of financing;
  • Ongoing costs of production; and
  • Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near the Wollaston Lake Property or the Ideal Property, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection.

Given the above noted risks, the chances of finding reserves on our mineral properties are remote and funds expended on exploration will likely be lost.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no insurance to cover against these hazards. The payment of such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program.

As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the Province of Saskatchewan and the Province of British Columbia as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:

  • Water discharge will have to meet drinking water standards;

  • Dust generation will have to be minimal or otherwise re-mediated;

  • Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;

  • An assessment of all material to be left on the surface will need to be environmentally benign;

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  • Ground water will have to be monitored for any potential contaminants;

  • The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and

  • There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

In order to maintain our rights to the Wollaston Lake Property and the Ideal Property in the Province of Saskatchewan and the Province of British Columbia, we will be required to spend an aggregate of approximately $310,000 during the next year on exploration activities or on maintenance payments in lieu of exploration activities.

There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.

Because our sole executive officer and director does not have formal training specific to the technicalities of mineral exploration, there is a higher risk our business will fail.

Randy White, our sole executive officer and director, does not have any formal training as a geologist or in the technical aspects of management of a mineral exploration company. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

Because our sole executive officer and director, Randy White, owns 68.06% of our outstanding common stock, investors may find that corporate decisions controlled by Mr. White may be inconsistent with the interests of other stockholders.

Randy White, our sole executive officer and director, controls 68.068% of our issued and outstanding shares of common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr. White is able to control who is elected to our Board of Directors and thus could act, or could have the power to act, as our management. Since Mr. White is not simply a passive investor but is also one of our active executives, his interests as an executive may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. White exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our Board of Directors. Also, due to his stock ownership position, Mr. White will have: (i) the ability to control the outcome of most corporate actions requiring stockholder approval, including amendments to our articles of incorporation; (ii) the ability to control corporate combinations or similar transactions that might benefit minority stockholders

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which may be rejected by Mr. White to their detriment, and (iii) control over transactions between him and Genesis.

We may conduct further offerings in the future in which case investors’ shareholdings will be diluted.

Since our inception, we have relied on such equity sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors’ percentage interest in us will be diluted. The result of this could reduce the value of their stock.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The shares of our common stock constitute a penny stock under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer has concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

Exhibit  
Number Description of Exhibits
3.1

Articles of Incorporation.(1)

3.2

Amendment to Articles of Incorporation – name change to Aztek Ventures Inc.(1)

3.3

Certificate of Change – 2.5-for-1 Stock Split.(3)

3.4

Amendment to Articles of Incorporation – name change to Genesis Uranium Corp.

3.5

Bylaws, as amended.(1)

4.1

Form of Share Certificate.(1)

10.1

Purchase Agreement dated September 19, 2002 between Patricia L. Shore and Tekaz Mining Corp.(1)

10.2

Purchase Agreement dated June 25, 2007 between Yellowcake Resources Inc. and Tekaz Mining Corp.(2)

10.3

Loan Agreement dated June 25, 2007 between Aztek Ventures Inc. and Caelum Finance Ltd.(2)

10.4

Management Consulting Agreement with David R. Deering.(4)

14.1

Code of Ethics.(5)

21.1

List of Subsidiaries.(5)

31.1

Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Notes:
(1) Previously filed as an exhibit to our Registration Statement on Form SB-2 originally filed on April 13, 2006.
(2) Previously filed as an exhibit to our Current Report on Form 8-K filed July 3, 2007.
(3) Previously filed as an exhibit to our Quarterly Report on Form 10-QSB filed July 16, 2007.
(4) Previously filed as an exhibit to our Current Report on Form 8-K filed September 19, 2007.
(5) Previously filed as an exhibit to our Annual Report on Form 10-KSB filed on December 14, 2007.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

        GENESIS URANIUM CORP.
         
         
         
Date: January 14, 2008   By: /s/ Randy White
        RANDY WHITE
        Chief Executive Officer, Chief Financial Officer
        President, Secretary and Treasurer
        (Principal Executive Officer
        and Principal Accounting Officer)