EVUS / iShares Trust - iShares ESG Aware MSCI USA Value ETF - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

iShares Trust - iShares ESG Aware MSCI USA Value ETF
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to iShares Trust - iShares ESG Aware MSCI USA Value ETF
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
January 15, 2016 10-Q

EV Charging USA EV CHARGING USA, INC. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 Commission file number 000-27831 EV CHARGING USA, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 180

November 16, 2015 NT 10-Q

EV Charging USA 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transiti

November 6, 2015 10-K/A

EV Charging USA EV CHARGING USA, INC. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-27831 EV CHARGING USA,

November 6, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-27831 EV CHARGING USA, INC. (Exact nam

September 29, 2015 NT 10-K

EV Charging USA EV CHARGING USA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Re

June 8, 2015 SC 13G/A

EVUS / EV Charging USA, Inc. / KCG AMERICAS LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment 1) Under the Securities Exchange Act of 1934 EV Charging USA, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26927H107 (CUSIP Number) May 29, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

May 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 [ ] TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from to Commission file number: 000-27831 EV CHARG

May 14, 2015 NT 10-Q

EV Charging USA 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

May 14, 2015 424B3

EV CHARGING USA, INC. 700,000,000 Shares of Common Stock

EV CHARGING USA, INC. 700,000,000 Shares of Common Stock This Prospectus relates to the resale by the selling shareholders of up to 700,000,000 shares of common stock, par value $0.001 per share (?Common Stock?), of EV Charging USA, Inc., a Nevada corporation. The Common Stock is quoted on and traded over the market maintained by OTC Markets Group Inc. (?OMG?) known as ?OTCQB? tier (?OTCQB?) under

May 6, 2015 CORRESP

EV Charging USA ESP

EV CHARGING USA, INC. 180 North LaSalle St., 37th Floor Chicago, IL 60601 Telephone: (312) 2165106 VIA ELECTRONIC EDGAR FILING May 6, 2015 Anne Nguyen Parker, Esq. Assistant Branch Chief Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: EV Charging USA, Inc. Registration Statement on Form S-1 File No. 333-201696 Request for Acceleration Dear Ms. Parker: In accordanc

April 27, 2015 EX-3.9

EX-3.9

EX-3.9 2 evus042715s1aex39.htm Exhibit 3.9

April 27, 2015 S-1/A

EV Charging USA A

S-1/A 1 evus042715s1a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EV CHARGING USA, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 4911 (Primary Standard Industrial Classification Code Number) 91-194765

April 27, 2015 EX-10.10

REFERRAL AGREEMENT (For Individuals)

REFERRAL AGREEMENT (For Individuals) This Referral Agreement ("Agreement") is made and entered into this 10th day of March, 2015 ("Effective Date"), by and between ChargePoint, Inc.

April 27, 2015 CORRESP

EV Charging USA ESP

Barry J. Miller Attorney at Law 13321 Ludlow Street Huntington Woods, MI 48070 Phone +1 248 2328039 Fax: +1 (248) 246-9524 [email protected] VIA ELECTRONIC EDGAR FILING April 27, 2015 Anne Nguyen Parker, Esq. Assistant Branch Chief Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 0549 Re: EV Charging USA, Inc. Registration Statement on Form S1 File No. 333201696 Dear Ms.

April 1, 2015 EX-10.9

EX-10.9

April 1, 2015 CORRESP

EV Charging USA ESP

Barry J. Miller Attorney at Law 13321 Ludlow Street Huntington Woods, MI 48070 Phone +1 248 2328039 [email protected] VIA ELECTRONIC EDGAR FILING April 1, 2015 Anne Nguyen Parker, Esq. Assistant Branch Chief Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 0549 Re: EV Charging USA, Inc. Amendment No. 2 to Registration Statement on Form S1 File No. 333201696 Dear Ms. Parke

April 1, 2015 S-1/A

EV Charging USA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EV CHARGING USA, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 4911 (Primary Standard Industrial Classification Code Number) 91-1947658 (I.R.S. Employer Identif

April 1, 2015 EX-3.6

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

EXHIBIT 3.6 BARBARA K. CEGAVSKE Filed in the office of Document Number Secretary of State /s/ Barbara K. Cegavske 20150079407-05 202 North Carson Street Barbara K. Cegavske Filing Date and Time Carson City, Nevada 89701-4201 02/23/2015 8:00 AM (775) 684-5708 Secretary of State Website: www.nvsos.gov State of Nevada Entity Number C30042-1998 Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.3

March 6, 2015 CORRESP

EV Charging USA ESP

Barry J. Miller 13321 Ludlow Street Huntington Woods, MI 48070 Phone +1 248 232-8039 [email protected] VIA ELECTRONIC EDGAR FILING March 6, 2015 Anne Nguyen Parker, Esq. Assistant Branch Chief Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: EV Charging USA, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 26, 2015 File No. 333-201696 Dea

March 6, 2015 EX-10.8

Shareholder Loan Agreement

Exhibit 10.8 Shareholder Loan Agreement 1. This shareholder loan agreement ("Agreement") documents a loan arrangement between EV Charging USA, Corp. ("EVUS") and Brian C Howe ("BCH"), a shareholder of EVUS, effective as of July 23, 2014. 2. BCH agrees to loan EVUS funds, as required, to operate EVUS's business. 3. The term of the loan is indefinite, and the loan can be repaid at any time, in part

March 6, 2015 S-1/A

EV Charging USA A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EV CHARGING USA, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 4911 (Primary Standard Industrial Classification Code Number) 91-1947658 (I.R.S. Employer Identif

February 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 mwki02181510q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from to Commission fil

February 17, 2015 NT 10-Q

EVUS / EV Charging USA, Inc. NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

January 26, 2015 S-1

EVUS / EV Charging USA, Inc. S-1 - Registration Statement -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EV CHARGING USA, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 4911 (Primary Standard Industrial Classification Code Number) 91-1947658 (I.R.S. Employer Identification Number) 180

January 20, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 (Date of earliest event reported): January 15, 2015 EV CHARGING USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53692 91-1947658 (State or other jurisdiction of incorporation) (Commission Fi

January 20, 2015 EX-3.1

EV CHARGING USA, INC. a Nevada corporation Adopted January 15, 2015 ARTICLE I OFFICES

Exhibit 3.1 BYLAWS OF EV CHARGING USA, INC. a Nevada corporation Adopted January 15, 2015 ARTICLE I OFFICES Section 1.1 Registered Office; Registered Agent. The registered office and registered agent of the Corporation shall be established and maintained as the Board of Directors of the Corporation (the “Board”) shall determine from time to time in accordance with the laws of the State of Nevada.

January 20, 2015 EX-10.1

Exhibit 10.1

Exhibit 10.1 AGREEMENT THIS AGREEMENT, dated as of January 15, 2015, by and between EV CHARGING USA, INC., a Nevada corporation (the “Corporation”), and RICHARD S. ASTROM (“Astrom”), WITNESSETH: WHEREAS, on October 27, 2014, the Corporation made a Convertible Promissory Note in the principal amount of $400,000.00 in favor of Astrom (the “Note”), of which $375,000 is outstanding; and WHEREAS, the N

January 13, 2015 DEF 14C

EVUS / EV Charging USA, Inc. DEF 14C - - DEFINITIVE INFORMATION STATEMENT

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

January 12, 2015 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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): October 21, 2014 EV CHARGING USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53692 91-1947658 (State or other jurisdiction of incorporat

January 9, 2015 SC 13G

EVUS / EV Charging USA, Inc. / KCG AMERICAS LLC - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Initial Filing) Under the Securities Exchange Act of 1934 EV Charging USA, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 26927H107 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

December 22, 2014 PRE 14C

EVUS / EV Charging USA, Inc. PRE 14C - - PRELIMINARY INFORMATION STATEMENT

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

October 31, 2014 SC 13D

EVUS / EV Charging USA, Inc. / Howe Brian Christopher - SCHEDULE 13D Activist Investment

SC 13D 1 evsc13d-bch.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* EV CHARGING USA, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 602301202 (CUSIP Number) Brian C. Howe 5281 North Marmora Chicago, IL 60646 (815) 342-3684 (Name, Address and Telephone Numb

October 29, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 (Date of earliest event reported): October 21, 2014 EV CHARGING USA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53692 91-1947658 (State or other jurisdiction of incorporation) (Commission Fi

October 29, 2014 EX-10

PLEDGE AGREEMENT

Exhibit 10.5 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated October 27, 2014, by and between EV CHARGING USA, INC., a Nevada corporation (the “Pledgor”), and RICHARD S. ASTROM (the “Secured Party”), pursuant to the provisions of that certain Promissory Note in the principal amount of $400,000.00, of even date herewith (as the same may be amended, supplemented, waived or otherwise modified from time

October 29, 2014 EX-10

EXCHANGE AGREEMENT

Exhibit 10.6 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, dated as of October 27, 2014, by and between EV CHARGING USA, INC., a Nevada corporation (the “Corporation”), and RICHARD S. ASTROM (“Astrom”), WITNESSETH: WHEREAS, Astrom has heretofore surrendered to the Corporation 5,000,000 shares of the Corporation’s Series A Convertible Preferred Stock and is the holder of 5,000,000 shares of the Corpo

October 29, 2014 EX-10

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.4 CONVERTIBLE PROMISSORY NOTE US$400,000.00 Reddick, Florida October 27, 2014 FOR VALUE RECEIVED, EV CHARGING USA, INC., a Nevada corporation (the “Maker”), hereby promises to pay to the order of Richard S. Astrom (the “Payee”), on the Maturity Date (as that term is hereinafter defined) at 11415 NW 123rd Lane, Reddick, FL 32686, in accordance with the terms herein set forth, the princip

October 29, 2014 EX-3

Certificate of Designation (PURSUANT TO NRS 78.1955)

Exhibit 3.3 [ Nevada State Seal ] ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20140712412-84 Ross Miller Ross Miller Filing Date and Time 10/13/2014 12:05 PM Secretary of State State of Nevada Entity Number C30042-1998 Certificate of Designation (PURSUANT TO NRS 78.1955)

October 29, 2014 EX-3

Certificate of Withdrawal of Certificate of Designation (Pursuant to NRS 78.1955(6))

Exhibit 3.2 [ Nevada State Seal ] ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20140712411-73 Ross Miller Ross Miller Filing Date and Time 10/13/2014 12:04 PM Secretary of State State of Nevada Entity Number C30042-1998 Certificate of Withdrawal of Certificate of Designati

October 29, 2014 EX-2

SECOND AMENDMENT OF AGREEMENT AND PLAN OF MERGER

Exhibit 2.3 SECOND AMENDMENT OF AGREEMENT AND PLAN OF MERGER This Second Amendment of Agreement and Plan of Merger, dated as of October 2, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (t

October 29, 2014 EX-10

SHARE PURCHASE AGREEMENT

Exhibit 10.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2014, is entered into by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (the “Company”), and (“Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Comp

October 29, 2014 EX-2

AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of August 20, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”). RECITALS: A. The Parties

October 29, 2014 EX-21

Percent Owned

Exhibit 21 SUBSIDIARIES Name Jurisdiction Percent Owned EV Charging USA, Inc. Illinois 100

October 29, 2014 EX-3

Certificate of Designation (PURSUANT TO NRS 78.1955)

Exhibit 3.1 [ Nevada State Seal ] ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20140645612-71 Ross Miller Ross Miller Filing Date and Time 09/05/2014 9:10 AM Secretary of State State of Nevada Entity Number C30042-1998 Certificate of Designation (PURSUANT TO NRS 78.1955) U

October 29, 2014 EX-3

Articles of Merger (PURSUANT TO NRS 92A.200) Page 1

Exhibit 3.4 [ Nevada State Seal ] ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20140723567-77 Ross Miller Ross Miller Filing Date and Time 10/21/2014 9:00 AM Secretary of State State of Nevada Entity Number C30042-1998 Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 US

October 29, 2014 EX-10

Shareholder Loan Agreement

Exhibit 10.7 Shareholder Loan Agreement 1 . This shareholder loan agreement ("Agreement") documents a loan arrangement between EV Charging USA Corporation ("EVUS") and Brian C Howe ("BCH"), a shareho lder of EVUS, effective as of July 23, 2014. 2. BCH agrees to loan EVUS funds, as required, to operate EVUS's business. 3. The term of the loan is indefinite, and the loan can be repaid at any time, i

October 29, 2014 EX-2

AMENDMENT OF AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 AMENDMENT OF AGREEMENT AND PLAN OF MERGER This Amendment of Agreement and Plan of Merger, dated as of August 28, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).

October 29, 2014 EX-10

AMENDMENT AGREEMENT

Exhibit 10.3 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT, dated as of October 3, 2014, by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), on the one hand, and AMERICAN CAPITAL CORP., DIXIE ASSETS MANAGEMENT, INC., PHARO TESORO LLC and STRUCTURED ACQUISITION CORP., severally (collectively the “Purchasers” and each of them a “Purchaser”) on the other hand, WITNESSETH

October 29, 2014 EX-2

THIRD AMENDMENT OF AGREEMENT AND PLAN OF MERGER

Exhibit 2.4 THIRD AMENDMENT OF AGREEMENT AND PLAN OF MERGER This Amendment of Agreement and Plan of Merger, dated as of October 23, 2014, is entered into by and among EV CHARGING USA, INC., a Nevada corporation (formerly “MILWAUKEE IRON ARENA FOOTBALL, INC.”) (“EV”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of EV (“Merger Sub”), and EV CHARGING USA, CORP., an

October 29, 2014 EX-10

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of September 11, 2014, by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (the “Company”), and (“Purchaser”), WITNESSETH: WHEREAS, the Company and Purchaser have entered into a Securities Purchase Agreement, dated as of September 11, 2014 (the “Securities Purchase Agreeme

August 27, 2014 EX-10.1

AGREEMENT AND PLAN OF MERGER

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of August 20, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”). RECITALS: A. The Parties

August 27, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 mwki8k-1408.htm FORM 8-K 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 (Date of earliest event reported): August 20, 2014 MILWAUKEE IRON ARENA FOOTBALL, INC. (Exact name of registrant as specified in its charter) Nevada 000-53692 91-1947658 (State or other j

August 27, 2014 SC 14F1

EVUS / EV Charging USA, Inc. SC 14F1 - - SCHEDULE 14F-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934, AND RULE 14f-1 PROMULGATED THEREUNDER MILWAUKEE IRON ARENA FOOTBALL, INC. (Exact Name of Registrant as Specified in its Corporate Charter) Nevada 000-53692 91-1947658 (State or other jurisdiction of incorporation) (Commission

August 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM 10-Q --------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from to Commission file number: 000-27831 MILWA

May 19, 2014 10-Q

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from to Commission file number: 000-27831 MILWAUKE

May 19, 2014 EX-10.1

AGREEMENT AND PLAN OF MERGER

EX-10.1 2 mwki03311410qex101.htm AGREEMENT AND PLAN OF MERGER EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of March 25, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an I

May 14, 2014 NT 10-Q

-

NT 10-Q 1 mwki051414nt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [

February 19, 2014 10-Q

Exhibit 31.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from to Commission file number: 000-27831 MILW

February 14, 2014 NT 10-Q

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

February 13, 2014 SC 13G/A

EVUS / EV Charging USA, Inc. / KCG AMERICAS LLC - SC 13G/A Passive Investment

SC 13G/A 1 d675788dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Milwaukee Iron Arena Football, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 602301202 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropri

January 14, 2014 10-K

Exhibit 31.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2013 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-27831 MILWAUKEE

July 29, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM 10-Q --------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWAUKEE

May 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWAUKE

February 20, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------------------------------

10-Q 1 mi10q-121231.htm FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 14, 2013 NT 10-Q

- FORM 12B25

NT 10-Q 1 mint10q-121231.htm FORM 12B25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report o

January 14, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2012 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-27831 MILWAUKEE

January 9, 2013 SC 13G/A

EVUS / EV Charging USA, Inc. / KCG AMERICAS LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 d464651dsc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment 2) Under the Securities Exchange Act of 1934 Milwaukee Iron Arena Football, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 602301202 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement)

December 31, 2012 NT 10-K

- FORM 12B25 FOR THE YEAR ENDED SEPTEMBER 30, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

September 11, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A --------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q/A - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from to Commission file number: 000-27831 MILWAUK

August 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------------------------------

10-Q 1 mwki10q-120630.htm FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Th

May 21, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------------------------------

10-Q 1 mwki10q-12331.htm FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For T

May 11, 2012 NT 10-Q

- FORM 12B25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

February 21, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWA

February 13, 2012 NT 10-Q

- FORM 12B25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

January 31, 2012 SC 13G/A

EVUS / EV Charging USA, Inc. / KNIGHT SECURITIES L P - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment 1) Under the Securities Exchange Act of 1934 Milwaukee Iron Arena Football, Inc. (Name of Issuer) Common Stock, $.001 value (Title of Class of Securities) 602301202 (CUSIP Number) December 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropria

January 26, 2012 EX-16

BERMAN &COMPANY. P.A. Certified Public Accountants and Consultants

Exhibit 16 BERMAN &COMPANY. P.A. Certified Public Accountants and Consultants January 25, 2012 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Milwaukee Iron Arena Football, Inc. File Reference No. 000-27831 We were previously the independent registered public accounting firm for Milwaukee Iron Arena Football, Inc. On January 3, 2012, the

January 26, 2012 8-K/A

Changes in Registrant's Certifying Accountant

8-K/A 1 mwki8ka-120126.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2012 MILWAUKEE IRON ARENA FOOTBALL, INC. (Exact name of registrant as specified in its charter) Nevada 000-27831 91-1947658 (State or

January 13, 2012 EX-21.1

Subsidiaries

EX-21.1 2 mi10kex211-110930.htm SUBSIDIARIES Exhibit 21.1 Subsidiaries None.

January 13, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2011 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-27831 MILWAUKEE

January 10, 2012 8-K

Current Report

8-K 1 mwki8k-120109.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 3, 2012 MILWAUKEE IRON ARENA FOOTBALL, INC. (Exact name of registrant as specified in its charter) Nevada 000-27831 91-1947658 (State or other j

December 29, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

September 14, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWA

August 22, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWAUK

August 12, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

May 23, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWAUKE

May 16, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

April 28, 2011 EX-16.1

April 28, 2011

EX-16.1 2 miex161-110428.htm Exhibit 16.1 April 28, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 File Number 000-27831 Dear Sirs/Madams: We have read Item 4.01 of Milwaukee Iron Arena Football, Inc.’s Form 8-K dated April 28, 2011 and we agree with the statements made concerning our firm. Yours truly, /s/ Friedman LLP

April 28, 2011 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 28, 2011 MILWAUKEE IRON ARENA FOOTBALL, INC.

February 22, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWA

February 15, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

January 24, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 Milwaukee Iron Arena Football, Inc. (Name of Issuer) Common Stock, $.001 value (Title of Class of Securiti

13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 Milwaukee Iron Arena Football, Inc. (Name of Issuer) Common Stock, $.001 value (Title of Class of Securities) 602301202 (CUSIP Number) January 13, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

January 13, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2009 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-27831 MILWAUKEE

January 3, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

December 1, 2010 EX-10.1

UNWIND AGREEMENT

EX-10.1 2 miex101-101130.htm Exhibit 10.1 UNWIND AGREEMENT THIS UNWIND AGREEMENT (the “Agreement”) effective this 29th day of October, 2010 by and between Milwaukee Iron Arena Football, Inc., a Nevada corporation (“Iron”), Milwaukee Iron Arena Football Club, Inc. (“Iron Sub”), Andrew Vallozzi III, Richard Astrom and all of the individuals set forth on Schedule A to this Agreement (the “Members”) a

December 1, 2010 8-K

Change in Shell Company Status, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 23, 2010 MILWAUKEE IRON ARENA FOOTBALL, INC.

August 23, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- FORM 10-Q -----------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-Q - (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MIL

August 16, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

July 14, 2010 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] Definitive Information Statement MILWAUKEE IRON ARENA FOOTBAL

July 2, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 27, 2010 MILWAUKEE IRON ARENA FOOTBALL, INC.

June 28, 2010 8-K

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2010 MILWAUKEE IRON ARENA FOOTBALL, INC.

June 22, 2010 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ X ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement MILWAUKEE IRON ARENA FOOTBAL

June 4, 2010 EX-10.1

Investment Agreement dated March 29, 2010

Exhibit 10.1 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (hereinafter referred to as the ?Agreement?), dated as of March 29, 2010 by and between Milwaukee Iron Arena Football, Inc., a Nevada corporation (hereinafter referred to as the "Company"), and Kodiak Capital Group, LLC, a Delaware limited liability company (hereinafter referred to as the "Investor"). WHEREAS, the parties desire that, upo

June 4, 2010 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 2, 2010 MILWAUKEE IRON ARENA FOOTBALL, INC.

June 4, 2010 EX-10.2

Registration Rights Agreement dated March 29, 2010

EX-10.2 3 miex102-100604.htm REGISTRATION RIGHTS AGREEMENT DATED MARCH 29, 2010 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the “Agreement”), dated March 29, 2010 by and between Milwaukee Iron Arena Football, Inc., a corporation organized under the laws of Nevada, with its principal offices at 259 South Street, Waukesha, IL 53186 (herei

May 24, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 MILWAUKE

May 14, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

May 12, 2010 424B3

Prospectus MILWAUKEE IRON ARENA FOOTBALL, INC. 3,942,811 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-165417 Prospectus MILWAUKEE IRON ARENA FOOTBALL, INC. 3,942,811 Shares of Common Stock This prospectus relates to the resale of up to 3,942,811 shares of the common stock, par value $0.001 per share, of Milwaukee Iron Arena Football, Inc., a Nevada corporation (the ?Common Stock?), by the selling stockholders. Three million of such shares are s

April 23, 2010 DEFR14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Amendment No. 1 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Amendment No. 1 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] Definitive Information Statement MILWAUKEE IR

April 23, 2010 CORRESP

LEGAL & COMPLIANCE, LLC LAURA ANTHONY, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM STUART REED, ESQUIRE OF COUNSEL DIRECT E-MAIL: [email protected] April 23, 2010

LEGAL & COMPLIANCE, LLC LAURA ANTHONY, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM STUART REED, ESQUIRE OF COUNSEL DIRECT E-MAIL: [email protected] April 23, 2010 VIA ELECTRONIC EDGAR FILING John Dana Brown, Attorney-Advisor Securities and Exchange Commission 450 Fifth Street, N.W., Stop 3561 Washington, D.C. 20549-3561 Re: Milwaukee Iron Arena Football, Inc. Revised Schedule 14C Information Statement

April 9, 2010 S-1/A

UNITED STATES

S-1/A 1 i00129milwaukee-s1a.htm As filed with the Securities and Exchange Commission on March 11 , 2010 Registration No. 333-165417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Milwaukee Iron Arena Football, Inc. (Exact name of registrant as specified in its charter) Nevada (State or oth

April 9, 2010 EX-21.1

LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Milwaukee Iron Arena Football Club, Inc., a Nevada corporation.

April 9, 2010 EX-10.1

INVESTMENT AGREEMENT

EX-10.1 3 i00129ex10-1.htm Exhibit 10.1 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of March , 2010 by and between Milwaukee Iron Arena Football, Inc., a Nevada corporation (the "Company"), and Kodiak Capital Group, LLC, a Delaware Corporation (the "Investor"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor s

April 9, 2010 EX-10.2

REGISTRATION RIGHTS AGREEMENT

EX-10.2 4 i00129ex10-2.htm Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of March , 2010, by and between Milwaukee Iron Arena Football Inc., a corporation organized under the laws of Nevada with its principal office at 259 South Street Waukesha, IL 53186 (the “Company”), and Kodiak Capital Group, LLC, a Delaware Corporation, with its principal

April 8, 2010 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement MILWAUKEE IRON ARENA FOOTBALL, INC.

March 25, 2010 CORRESP

LEGAL & COMPLIANCE, LLC

LEGAL & COMPLIANCE, LLC LAURA ANTHONY, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM DIRECT E-MAIL: [email protected] March 24, 2010 Dana Brown Attorney Assistant Division of Corporate Finance Securities and Exchange Commission One Station Place 100 F Street, N.E. Washington, D.C. 20549 Re: Milwaukee Iron Arena Football, Inc. (formerly) Genesis Capital Corporation of Nevada Preliminary Information State

March 25, 2010 PRER14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C/A INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C/A INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement MILWAUKEE IRON ARENA FOOTBALL, INC

March 23, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 22, 2010 MILWAUKEE IRON ARENA FOOTBALL, INC.

March 12, 2010 CORRESP

LEGAL & COMPLIANCE, LLC

CORRESP 1 filename1.htm LEGAL & COMPLIANCE, LLC LAURA ANTHONY, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM DIRECT E-MAIL: [email protected] March 12, 2010 John Reynolds Assistant Director Division of Corporate Finance Securities and Exchange Commission One Station Place 100 F Street, N.E. Washington, D.C. 20549 Re: Genesis Capital Corporation of Nevada Annual Report on Form 10-K FYE September 30, 2009

March 12, 2010 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C/A INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C/A INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement MILWAUKEE IRON ARENA FOOTBALL, INC

March 11, 2010 EX-10.1

INVESTMENT AGREEMENT

EX-10.1 2 i00090ex10-1.htm Exhibit 10.1 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of March , 2010 by and between Milwaukee Iron Arena Football, Inc., a Nevada corporation (the "Company"), and Kodiak Capital Group, LLC, a Delaware Corporation (the "Investor"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor s

March 11, 2010 EX-21.1

LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Milwaukee Iron Arena Football Club, Inc., a Nevada corporation.

March 11, 2010 S-1

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Milwaukee Iron Arena Football, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7900 (Primary Standard Industrial Classification Code Number) 91-1947658 (I.R.S. Employer Identificati

March 11, 2010 EX-10.2

REGISTRATION RIGHTS AGREEMENT

EX-10.2 3 i00090ex10-2.htm Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of March , 2010, by and between Milwaukee Iron Arena Football Inc., a corporation organized under the laws of Nevada with its principal office at 259 South Street Waukesha, IL 53186 (the “Company”), and Kodiak Capital Group, LLC, a Delaware Corporation, with its principal

March 9, 2010 CORRESP

LEGAL & COMPLIANCE, LLC

LEGAL & COMPLIANCE, LLC LAURA ANTHONY, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM DIRECT E-MAIL: [email protected] March 9, 2010 Dave Walz Staff Accountant Division of Corporate Finance Securities and Exchange Commission One Station Place 100 F Street, N.E. Washington, D.C. 20549 Re: Genesis Capital Corporation of Nevada Form 8-K Filed February 2, 2010 File No. 0-27831 Dear Mr. Walz: On behalf of Gen

March 2, 2010 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 22, 2010 MILWAUKEE IRON ARENA FOOTBALL, INC.

March 2, 2010 EX-10.1

CONFIDENTIAL TERM SHEET

EX-10.1 2 i00073ex10-1.htm February 3, 2010 Kodiak Capital Group, LLC CONFIDENTIAL TERM SHEET Issuer: Genesis Capital Corporation of Nevada (“Company”) Securities: The Company’s common stock (“Stock”) Structure: Financing Facility (“Facility”) Facility Amount: The Investor shall commit to purchase up to $15,000,000 of the Company’s Stock over the course of 36 months (“Facility Period”), after a re

February 16, 2010 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2010 MILWAUKEE IRON ARENA FOOTBALL, INC.

February 16, 2010 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 GENESIS C

January 14, 2010 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 8, 2010 GENESIS CAPITAL CORPORATION OF NEVADA (Exact name of registrant as specified in its charter) Nevada 000-27831 91-1947658 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 29, 2009 10-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2009 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-27831 GENESIS CAPITAL

November 23, 2009 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement GENESIS CAPITAL CORPORATION OF NEVAD

October 27, 2009 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 27, 2009 GENESIS CAPITAL CORPORATION OF NEVADA (Exact name of registrant as specified in its charter) Nevada 000-27831 91-1947658 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.

October 5, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 23, 2009 GENESIS CAPITAL CORPORATION OF NEVADA (Exact name of registrant as specified in its charter) Nevada 000-27831 91-1947658 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.

October 5, 2009 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG GENESIS CAPITAL CORPORATION OF NEVADA, GENESIS CAPITAL ACQUISITION CORP., LYFETEC, INC., THE SHAREHOLDERS OF GENESIS CAPITAL CORPORATION OF NEVADA, MACADA HOLDING, INC., THE SHAREHOLDERS OF MACADA September _

AGREEMENT AND PLAN OF MERGER BY AND AMONG GENESIS CAPITAL CORPORATION OF NEVADA, GENESIS CAPITAL ACQUISITION CORP.

September 3, 2009 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 2, 2009 GENESIS CAPITAL CORPORATION OF NEVADA (Exact name of registrant as specified in its charter) Nevada 000-27831 91-1947658 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.

August 11, 2009 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 genesiscap8k-081009.htm CURRENT REPORT ON FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 10, 2009 GENESIS CAPITAL CORPORATION OF NEVADA (Exact name of registrant as specified in its charter) Nevada 000-27831 91

August 11, 2009 EX-2.1

AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 THE SECURITIES TO WHICH THIS AGREEMENT AND PLAN OF MERGER RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

August 5, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 GENESIS CAPIT

May 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 GENESI

February 17, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 GEN

December 29, 2008 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2008 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-27831 GENESIS CA

September 9, 2008 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Genesis Capital Corp of Nevada (Name of Issuer) Common Stock, par .001 (Title of Class of Securities) (CUSIP Number) August

13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Genesis Capital Corp of Nevada (Name of Issuer) Common Stock, par .001 (Title of Class of Securities) 37183K304 (CUSIP Number) August 29, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

August 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 gcc10q-80630.htm FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Th

June 6, 2008 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Genesis Capital Corp of Nevada Final Amendment (Name of Issuer) Common Stock, par .001 (Title of Class of Securities) 37183

13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Genesis Capital Corp of Nevada Final Amendment (Name of Issuer) Common Stock, par .001 (Title of Class of Securities) 37183K304 formerly 37183K205 (CUSIP Number) May 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

May 15, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 000-27831 GENESI

April 21, 2008 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permittedby Rule 14c-5(d)(2)) [ X ] Definitive Information Statement GENESIS CAPITAL CORPORATION OF NEVADA (Na

April 9, 2008 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ X ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permittedby Rule 14c-5(d)(2)) [ ] Definitive Information Statement GENESIS CAPITAL CORPORATION OF NEVADA (Na

February 19, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2007 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 027831 Genesis Capital

February 13, 2008 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K and Form 10-KSB [] Form 11-K [] Form 20-F [ X ] Form 10-Q and Form 10-QSB [] Form N-SAR For Period Ended: December 31, 2007 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

February 13, 2008 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Genesis Capital Corp of Nevada Amendment #1 (Name of Issuer) Common Stock, par .001 (Title of Class of Securities) (CUSIP N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Genesis Capital Corp of Nevada Amendment #1 (Name of Issuer) Common Stock, par .001 (Title of Class of Securities) 37183K205 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

January 14, 2008 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (MARK ONE) [X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Fiscal Year Ended September 30, 2007 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-27831 Genesis Capital Corporat

January 2, 2008 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ X ] Form 10-K and Form 10-KSB [] Form 11-K [] Form 20-F [] Form 10-Q and Form 10-QSB [] Form N-SAR For Period Ended: September 30, 2007 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

August 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2007 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 027831 Genesis Capital Corp

June 8, 2007 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 GENESIS CAPITAL CORPORATION of NEVADA (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 37183K2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 GENESIS CAPITAL CORPORATION of NEVADA (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 37183K205 (CUSIP Number) May 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

May 15, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB | X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2007 || TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number: 0-27831 Genesis Capital Co

March 12, 2007 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] Definitive Information Statement GENESIS CAPITAL CORPORATION OF NEVADA (N

February 28, 2007 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ X ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement GENESIS CAPITAL CORPORATION OF NEVADA (N

February 22, 2007 8-K

Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 gcc8k-70222.htm GENESIS CAPITAL CORPORATION OF NEVADA - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 reported) February 22, 2007 GENESIS CAPITAL CORPORATION OF NEVADA (Exact name of registrant as specified in its charter) DELAWARE 0

February 22, 2007 EX-3.01

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK GENESIS CAPITAL CORPORATION OF NEVADA

Exhibit 3.01 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK GENESIS CAPITAL CORPORATION OF NEVADA Pursuant to the General Corporation Law of the State of Nevada. GENESIS CAPITAL CORPORATION OF NEVADA, (?Corporation?) does hereby certify that, pursuant to the authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation

February 22, 2007 EX-3.02

CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK GENESIS CAPITAL CORPORATION OF NEVADA

EX-3.02 3 gccex302-70222.htm EXHIBIT 3.02 - SERIES B CONVERTIBLE PREFERRED STOCK DESIGNATION Exhibit 3.02 CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK GENESIS CAPITAL CORPORATION OF NEVADA Pursuant to the General Corporation Law of the State of Nevada. GENESIS CAPITAL CORPORATION OF NEVADA, (“Corporation”) does hereby certify that, pursuant to the authority conferred on the B

February 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period from To Commission file number 027831 Genesis Capital

January 29, 2007 8-K

Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 reported) January 25, 2007 GENESIS CAPITAL CORPORATION OF NEVADA (Exact name of registrant as specified in its charter) DELAWARE 0-27831 91-1947658 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 29, 2006 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): | X | Form 10-K and Form 10-KSB | | Form 11-K | | Form 20-F | | Form 10-Q and Form 10-QSB | | Form N-SAR For Period Ended: September 30, 2006 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

January 19, 2006 EX-2.2

EX-2.2

Exhibit 2.2 - Certificate of Amendment of Certificate of Incorporation Dated September 17, 2001 Exhibit 2.2

January 19, 2006 EX-2.3

EX-2.3

Exhibit 2.3

January 17, 2006 EX-2.3

EX-2.3

Exhibit 2.3

January 17, 2006 EX-2.2

EX-2.2

Exhibit 2.2

December 8, 2005 EX-2.3

EX-2.3

Exhibit 2.3 - Certificate of Designation of Series A Convertible Preferred Stock Exhibit 2.3

December 8, 2005 EX-2.2

EX-2.2

Exhibit 2.2

August 14, 2001 10QSB/A

10QSB/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-QSB/A (Mark One) [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001. [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . - - Commission file number: 0-27831 - GENESIS

August 14, 2001 10QSB

10QSB

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 June 30, 2001. [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . - - Commission file number: 0-27831 - GENESIS CAPITAL CORPORATIO

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