Amendment to Offering Statement under Regulation A - Form C/A

Issuer Information

Name of Issuer:	GenesisAI Corporation
Check box if Amendment is material and investors will have five business days to reconfirm
Describe the Nature of the Amendment:	removed two advisors from the offering page

Legal Status of Issuer:

Form:	Corporation
Jurisdiction of Incorporation/Organization:	DELAWARE
Date of Incorporation/Organization:	07-03-2018

Physical Address of Issuer:

Address 1:	530 Kinkead Way
City:	Albany
State/Country:	CALIFORNIA
Mailing Zip/Postal Code:	94706
Website of Issuer:	https://www.genesisai.io/

Intermediary through which the Offering will be Conducted:

CIK:	0001669191
Company Name:	NetCapital Funding Portal Inc.
Commission File Number:	007-00035
CRD Number:	283596

Offering Information

Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:	Up to 4.9% of amount raised for a successful offering and a listing fee of up to $10,000
Any other financial interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:	None.

Type of Security Offered:

Common Stock

Target Number of Securities to be Offered:	2353
Price:	4.25000
Price (or Method for Determining Price):	The price of the Securities was determined solely by the management and bears no relation to traditional measures of valuation such as book value or price-to-earnings ratios. We expect that any future valuation will take the same approach.
Target Offering Amount:	10000.25
Maximum Offering Amount (if different from Target Offering Amount):	3044972.00

Oversubscriptions Accepted:	Yes No
If yes, disclose how oversubscriptions will be allocated:	First-come, first-served basis
Deadline to reach the Target Offering Amount:	12-06-2024

NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Annual Report Disclosure Requirements

Current Number of Employees:	4
Total Assets Most Recent Fiscal Year-end:	243319.00
Total Assets Prior Fiscal Year-end:	519795.00
Cash and Cash Equivalents Most Recent Fiscal Year-end:	189246.00
Cash and Cash Equivalents Prior Fiscal Year-end:	452795.00
Accounts Receivable Most Recent Fiscal Year-end:	2073.00
Accounts Receivable Prior Fiscal Year-end:	0.00
Short-term Debt Most Recent Fiscal Year-end:	0.00
Short-term Debt Prior Fiscal Year-end:	0.00
Long-term Debt Most Recent Fiscal Year-end:	0.00
Long-term Debt Prior Fiscal Year-end:	0.00
Revenue/Sales Most Recent Fiscal Year-end:	9145.00
Revenue/Sales Prior Fiscal Year-end:	8122.00
Cost of Goods Sold Most Recent Fiscal Year-end:	0.00
Cost of Goods Sold Prior Fiscal Year-end:	0.00
Taxes Paid Most Recent Fiscal Year-end:	0.00
Taxes Paid Prior Fiscal Year-end:	0.00
Net Income Most Recent Fiscal Year-end:	-1620839.00
Net Income Prior Fiscal Year-end:	-2539154.00

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALABAMA

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

ALASKA

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ARIZONA

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ARKANSAS

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

CALIFORNIA

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COLORADO

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CONNECTICUT

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DELAWARE

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DISTRICT OF COLUMBIA

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FLORIDA

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GEORGIA

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HAWAII

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IDAHO

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ILLINOIS

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INDIANA

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IOWA

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KANSAS

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KENTUCKY

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LOUISIANA

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MAINE

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MARYLAND

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MASSACHUSETTS

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MICHIGAN

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MINNESOTA

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MISSISSIPPI

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MISSOURI

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MONTANA

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NEBRASKA

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NEVADA

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NEW HAMPSHIRE

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NEW JERSEY

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NEW MEXICO

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NEW YORK

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NORTH CAROLINA

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NORTH DAKOTA

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OHIO

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OKLAHOMA

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OREGON

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PENNSYLVANIA

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RHODE ISLAND

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SOUTH CAROLINA

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SOUTH DAKOTA

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TENNESSEE

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TEXAS

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UTAH

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VERMONT

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VIRGINIA

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WASHINGTON

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WEST VIRGINIA

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WISCONSIN

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WYOMING

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AMERICAN SAMOA

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GUAM

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NORTHERN MARIANA ISLANDS

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PUERTO RICO

Using the list below, select the jurisdictions in which the issuer intends to offer the securities:

VIRGIN ISLANDS, U.S.

Signature

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C and has duly caused this Form to be signed on its behalf by the duly authorized undersigned.

Issuer:	GenesisAI Corporation
Signature:	Archil Cheishvili
Title:	Principal Executive Officer

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:	Archil Cheishvili
Title:	Principal Executive Officer
Date:	12-02-2024

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:	Archil Cheishvili
Title:	Principal Financial Officer
Date:	12-02-2024

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:	Archil Cheishvili
Title:	Principal Accounting Officer
Date:	12-02-2024

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:	Levan Silagadze
Title:	Board Member
Date:	12-02-2024

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100-503), this Form C has been signed by the following persons in the capacities and on the dates indicated.

Signature:	Archil Cheishvili
Title:	Board Member
Date:	12-02-2024