SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* UTA Capital LLC (Last) (First) (Middle) 100 EXECUTIVE DRIVE SUITE 330 (Street) WEST ORANGE NJ 07052 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/06/2010	3. Issuer Name and Ticker or Trading Symbol GENESIS GROUP HOLDINGS INC [ GGHO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock (Right to Buy)	08/06/2010	08/06/2015(1)	Common Stock	20,952,381(1)	$0.15	I	By UTA Capital LLC(2)

1. Name and Address of Reporting Person* UTA Capital LLC (Last) (First) (Middle) 100 EXECUTIVE DRIVE SUITE 330 (Street) WEST ORANGE NJ 07052 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* YZT Management LLC (Last) (First) (Middle) 100 EXECUTIVE DRIVE SUITE 330 (Street) WEST ORANGE NJ 07052 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ALLEGHANY CAPITAL Corp (Last) (First) (Middle) 7 TIMES SQUARE TOWER (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ALLEGHANY CORP /DE (Last) (First) (Middle) 7 TIMES SQUARE TOWER (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TOLEDANO UDI (Last) (First) (Middle) 100 EXECUTIVE DRIVE SUITE 330 (Street) WEST ORANGE NJ 07052 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. UTA Capital LLC was issued a 5 year warrant, exercisable at any time prior to the date that is the later of (i) five years from the date the issuer is current in all of its SEC reporting obligations and (ii) 8/6/2015, to purchase up to 20,952,381 shares of the Issuer's common stock (subject to certain adjustments for dilutive issuances) initially estimated to represent approximately 16% of the Issuer's fully-diluted common stock, under a Note and Warrant Purchase Agreement dated August 6, 2010.

2. This Form 3 is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/s/ Udi Toledano as Managing Member of YZT Management LLC, as Managing Member of UTA Capital LLC	09/15/2010
	/s/ Udi Toledano as Managing Member of YZT Management LLC	09/15/2010
	/s/ Peter R. Sismondo as Vice President and Treasurer of Alleghany Capital Corporation	09/15/2010
	/s/ Peter R. Sismondo as Vice President of Alleghany Corporation	09/15/2010
	/s/ Udi Toledano	09/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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