UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
May
5,
2008 (February 18, 2008)
Genesis
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-33073
|
20-2775009
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(State
or other Jurisdiction of
|
(Commission
File No.)
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(IRS
Employer
|
|
Incorporation)
|
Identification
No.)
|
15849
N.
71st
Street,
Suite 226
Scottsdale,
Arizona 85254-2179
(Address
of Registrant's Principal Executive Offices) (Zip Code)
(480)
281-1494
(Registrant's
telephone number, including area code)
1525
Clover Hill Road, Mansfield, Texas 76063
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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| Item 1.01 |
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
|
Genesis
Holdings, Inc. (the “Company”) hereby incorporates by reference its response in
Item 2.01 in response to Item 1.01.
| Item 2.01. |
COMPLETION
OF ACQUISITION OR DISPOSITION OF
ASSETS
|
On
February 18, 2008, the Company entered into a share exchange with BioAuthorize,
Inc., a Colorado corporation (“BioAuthorize”), whereby BioAuthorize has become a
wholly-owned subsidiary of the Company. Under the provisions of the Share
Exchange Agreement (the “Agreement”) dated February 18, 2008, the Company issued
20,000,000 shares of its common stock in exchange for all of the outstanding
capital stock of BioAuthorize, and the five (5) former BioAuthorize shareholders
now own 80% of the outstanding shares of the Company’s common stock on a fully
diluted basis. The BioAuthorize shareholders who received shares of the
Company’s common stock in the share exchange are Yada Schneider, G. Neil Van
Wie, Gerald B. Van Wie, Soliton, LLC and Members Only Financial, Inc. There
are
no agreements among the former BioAuthorize shareholders regarding their
holdings of the Company’s common stock. Yada Schneider, G. Neil Van Wie and
Gerald B. Van Wie, the directors and officers of BioAuthorize, received 60.54%
of the outstanding shares of the Company’s common stock on a fully diluted
basis. The shares of the Company’s common stock were issued to the five (5)
accredited investors in reliance upon an exemption from registration afforded
under Section 4(2) of the Securities Act of 1933, as amended, for transactions
not involving a public offering and in reliance upon exemptions from
registration under applicable state securities laws.
Pursuant
to other requirements of the share exchange, Jason Pratte has resigned as a
director of the Company and as the Chief Executive Officer, Chief Financial
officer, President, Secretary and Treasurer of the Company effective February
18, 2008. Yada Schneider was appointed as a director of the Company and as
the
President and Chief Executive Officer of the Company effective February 18,
2008. In addition, effective February 18, 2008 G. Neil Van Wie was appointed
as
Vice President and Chief Financial Officer of the Company, and Gerald B. Van
Wie
was appointed Vice President, Chief Operating Officer and Chief Technical
Officer of the Company.
Under
a
post-closing condition of the share exchange, Larry Don Bankston and Lenny
Amado, presently directors of the Company, will resign from the Board of
Directors, and G. Neil Van Wie and Gerald B. Van Wie are to be appointed to
the
Board. Also no later than March 17, 2008, the Company will transfer all
interests in its wholly-owned real estate subsidiary, Genesis Land, Inc., to
the
Bankston Third Family Limited Partnership in exchange for 16,780,226 shares
of
common stock of the Company owned by the Bankston Third Family Limited
Partnership.
The
share
exchange was intended to qualify as a tax deferred reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted
for
on a purchase basis. Neither the Company nor any of its affiliates,
directors, or officers or any affiliate of any of the Company’s directors or
officers had any material relationship with the holders of securities of
BioAuthorize at or before the completion of the share exchange.
| Item 3.02 |
UNREGISTERED
SALES OF EQUITY SECURITIES
|
The
Company hereby incorporates by reference its response in Item 2.01 in response
to Item 3.02.
| Item 5.01 |
CHANGES
IN CONTROL OF REGISTRANT
|
The
Company hereby incorporates by reference its response in Item 2.01 in response
to Item 5.01.
|
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF
PRINCIPAL OFFICERS
|
|
(b)
|
Jason
Pratte has resigned as a director of the Company and as the Chief
Executive Officer, Chief Financial officer, President, Secretary
and
Treasurer of the Company effective February 18,
2008.
|
|
(c)
|
Yada
Schneider, 37, has been appointed as a director of the Company and
as the
President and Chief Executive Officer of the Company effective February
18, 2008 pursuant to provisions of the Agreement. He holds no other
directorship positions in reporting companies. Mr. Schneider has
most
recently been a director and President and Chief Executive Officer
of
BioAuthorize, Inc., positions he continues to hold and receive
compensation under his employment agreement. Mr. Schneider has 20
years
experience in the high tech industry and 10 yrs experience as CTO
of a
successful start-up company, Bridge Technology, Inc. He has years
of
experience designing, implementing, deploying, and supporting diverse
technology solutions including artificial intelligence, enterprise
business systems, public-key infrastructure, device interface software,
embedded systems, web-based solutions, and services based (n-tier)
architecture to major corporations including Intel Corporation, Choice
Hotels International, GTX Corporation, and Allied Signal Aerospace.
He has
extensive experience delivering transaction processing solutions
including
delivery of credit card transaction processing functionality for
Choice
Hotel’s enterprise application functionality. He also successfully
delivered a patented transaction processing system to realize Bridge
Technology’s business goals. Mr. Schneider has experience certifying
software solutions with VISA and third-party payment processors,
including
Southern DataCom, PaymentTech, and Vital Processing. In connection
with
Mr. Schneider’s appointment to the Board and as an officer of the Company,
the Company did not enter into or materially amend any plan, contract
or
arrangement that Mr. Schneider will participate in as a director
or
officer of the Company. Mr. Schneider will be compensated on the
Board in
accordance with any existing policies for employee members of the
Board
and no compensation has been established for his positions as an
officer
of the Company.
|
In
addition, G. Neil Van Wie, 58, has been appointed as Vice President and Chief
Financial Officer of the Company effective February 18, 2008 pursuant to
provisions of the Agreement. Mr. Van Wie has most recently been a director,
a
Vice President and Chief Financial Officer of BioAuthorize, Inc., positions
he
continues to hold and receive compensation under his employment agreement.
From
late 2003 through September 2007, he served as controller of Maverick Masonry,
Inc., a commercial masonry contractor, responsible for human resources, payroll,
financial accounting and reporting. From September 2001 through November 2003
Mr. Van Wie served as the Director of Information Services – Planning &
Administration for Pulte Homes, Inc. with responsibilities for the combined
IT
organizations of Pulte Homes and Del Webb Corporation directly reporting to
the
Vice President/CIO. G. Neil Van Wie is the father of Gerald B. Van Wie. In
connection with Mr. Van Wie’s appointment as an officer of the Company, the
Company did not enter into or materially amend any plan, contract or arrangement
that Mr. Van Wie will participate in as an officer of the Company. No
compensation has been established for his positions as an officer of the
Company.
Gerald
B.
Van Wie, 36, has been appointed Vice President, Chief Operating Officer and
Chief Technical Officer of the Company effective February 18, 2008 pursuant
to
provisions of the Agreement. Mr. Van Wie has most recently been a director,
a
Vice President and Chief Operating Officer of BioAuthorize, Inc., and he will
continue to hold those positions and receive compensation under his employment
agreement. From March 1995 until February 2007, Mr. Van Wie worked for Intel
Corporation holding various positions during his tenure with Intel. As a Senior
Systems Architect/Technical Project Manager he managed several technical teams
on various engineering projects of information systems. Following that he was
a
Technical Product Architect/Operations Manager managing engagements,
enhancements and operations for billing systems for Pay-Per-View
inter-department billings within Intel. Finally, as a Technical Program Manager
he acted as a coach for solution integration of mission critical enterprise
information systems. Gerald Van Wie is the son of G. Neil Van Wie. In connection
with Mr. Van Wie’s appointment as an officer of the Company, the Company did not
enter into or materially amend any plan, contract or arrangement that Mr. Van
Wie will participate in as an officer of the Company. No compensation has been
established for his positions as an officer of the Company.
Neither
the Company nor any of its subsidiaries has entered into any transactions with
Yada Schneider, G. Neil Van Wie or Gerald B. Van Wie described in Item 404(a)
of
Regulation S-B.
| Item 9.01. |
FINANCIAL
STATEMENTS AND EXHIBITS.
|
|
(a)
|
Financial
Statements of Business
Acquired
|
|
(b)
|
Pro
Forma Unaudited Condensed Consolidated Balance Sheet and Statement
of
Operations
|
| (d) |
Exhibits
|
2.1
Share
Exchange Agreement dated February 18, 2008 by and among the Company,
BioAuthorize and the BioAuthorize Shareholders list on Exhibit A to the
Agreement. (Incorporated by reference to Exhibit 2.1 to the Form 8-K filed
by
the Company on February 22, 2008.)
2.2
Share
Exchange Agreement dated February 18, 2008 by and among the Company, Genesis
Land, Inc. and the Bankston Third Family Limited Partnership. (Incorporated
by
reference to Exhibit 2.2 to the Form 8-K filed by the Company on February 22,
2008.)
Exhibit
9.01 (a) Financial Statements of Business Acquired
BIOAUTHORIZE,
INC.
TABLE
OF CONTENTS
|
|
Page
|
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INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM:
|
F-2
|
|
Jewett,
Schwartz, Wolfe & Associates
|
|
|
CONSOLIDATED
FINANCIAL STATEMENTS:
|
|
|
Balance
Sheet at December 31, 2007
|
F-3
|
|
|
|
|
Statements
of Operations for the years ended
|
|
|
December
31, 2007 and 2006
|
F-4
|
|
And
for period from August 23, 2006 (inception) to December 31,
2007
|
|
|
Statements
of Stockholders’ Equity for the years ended
|
|
|
December
31, 2007 and 2006
|
F-5
|
|
And
for period from August 23, 2006 (inception) to December 31,
2007
|
|
|
Statements
of Cash Flows for the years ended
|
|
|
December
31, 2007 and 2006
|
F-6
|
|
And
for period from August 23, 2006 (inception) to December 31,
2007
|
|
|
NOTES
TO FINANCIAL STATEMENTS
|
F-7
|
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Stockholders of
BIOAUTHORIZE,
INC.
We
have
audited the accompanying balance sheet of BioAuthorize, Inc. (A Development
Stage Company) as of December 31, 2007 and 2006 and the related statements
of
operations, changes in shareholders' deficit and cash flows for the years then
ended December 31, 2007 and 2006 and for period from August 23, 2006 (inception)
through December 31, 2007. These financial statements are the responsibility
of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provided a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of BioAuthorize, Inc. (A Development
Stage Company) as of December 31, 2007 and 2006, and the results of their
operations and its cash flows for the periods then ended December 31, 2007
and
2006 from August 23, 2006 (inception) through December 31, 2007 in conformity
with accounting principles generally accepted in the United States of
America.
These
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 2 to the financial statements, the
Company has operating and liquidity concerns, has incurred in a net losses
approximately $1,518,893 during the period August 23, 2006 (inception) through
December 31, 2007. These factors raise substantial doubt about the ability
of
the Company to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties. In this regard, Management is proposing to raise any necessary
additional funds through loans and additional sales of its common stock. There
are no assurances that the Company will be successful in raising additional
capital.
JEWETT,
SCHWARTZ, WOLFE & ASSOCIATES
Hollywood,
Florida
April
30,
2008
2514
HOLLYWOOD BOULEVARD, SUITE 508 ● HOLLYWOOD, FLORIDA 33020 ● TELEPHONE (954)
922-5885 ● FAX (954) 922-5957
MEMBER
-
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● FLORIDA INSTITUTE OF
CERTIFIED PUBLIC
ACCOUNTANTS
ACCOUNTANTS
PRIVATE
COMPANIES PRACTICE SECTION OF THE AICPA ● REGISTERED WITH THE PUBLIC COMPANY
ACCOUNTING OVERSIGHT
BOARD OF THE SEC
BOARD OF THE SEC
BIOAUTHORIZE,
INC.
(A
Development Stage Company)
BALANCE
SHEET
|
December
31
|
|||||||
|
2007
|
2006
|
||||||
|
ASSETS:
|
|||||||
|
CURRENT
ASSETS
|
|||||||
|
Cash
|
$
|
484,937
|
$
|
—
|
|||
|
Prepaid
expense
|
13,973
|
—
|
|||||
|
Total
current assets
|
498,910
|
—
|
|||||
|
PROPERTY
AND EQUIPMENT, net
|
79,917
|
—
|
|||||
|
Patent
|
4,521
|
4,425
|
|||||
|
Deposits
|
27,031
|
—
|
|||||
|
TOTAL
ASSETS
|
$
|
610,379
|
$
|
4,425
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY:
|
|||||||
|
CURRENT
LIABILITIES:
|
|||||||
|
Accounts
payable and accrued liabilites
|
$
|
14,272
|
$
|
—
|
|||
|
Notes
from affiliates
|
—
|
1,724
|
|||||
|
Total
current liabilities
|
14,272
|
1,724
|
|||||
|
|
|||||||
|
Total
liabilities
|
14,272
|
1,724
|
|||||
|
COMMITMENTS
AND CONTINGENCIES
|
—
|
—
|
|||||
|
STOCKHOLDERS'
EQUITY:
|
|||||||
|
Class
A preferred stock, $.01 par value, 10,000,000 shares authorized 16,376
issued and outstanding
|
163
|
—
|
|||||
|
Common
stock, $.01 par value, 20,000,000 shares authorized; 105,000 and
100,000
issued and outstanding as of December 31, 2007 and 2006,
respectively
|
1,050
|
1,000
|
|||||
|
Additional
paid-in capital
|
2,113,787
|
104,000
|
|||||
|
Accumulated
deficit during this development stage
|
(1,518,893
|
)
|
(102,298
|
)
|
|||
|
Total
stockholders' equity
|
596,107
|
2,702
|
|||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
610,379
|
$
|
4,425
|
|||
The
accompanying notes are an integral part of these financial
statements.
BIOAUTHORIZE,
INC.
(A
Development Stage Company)
STATEMENT
OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2007 AND 2006
AND
FOR THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECEMBER 31, 2007
|
For the Period
|
||||||||||
|
from August 23, 2006
|
||||||||||
|
(inception) through
|
||||||||||
|
2007
|
2006
|
December 31, 2007
|
||||||||
|
REVENUES:
|
||||||||||
|
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
|
OPERATING
EXPENSES:
|
||||||||||
|
General
and administrative expenses
|
1,308,461
|
102,298
|
1,410,759
|
|||||||
|
Sales
and marketing expenses
|
62,978
|
—
|
62,978
|
|||||||
|
Depreciation
and amortization
|
13,700
|
—
|
13,700
|
|||||||
|
Research
and development
|
31,944
|
—
|
31,944
|
|||||||
|
Total
operating expenses
|
1,417,083
|
102,298
|
1,519,381
|
|||||||
|
OPERATING
LOSS
|
(1,417,083
|
)
|
(102,298
|
)
|
(1,519,381
|
)
|
||||
|
OTHER
(INCOME) AND EXPENSES:
|
||||||||||
|
Interest
expense
|
220
|
—
|
220
|
|||||||
|
Interest
and dividend income
|
(37,626
|
)
|
—
|
(37,626
|
)
|
|||||
|
Other
income
|
1,200
|
1,200
|
||||||||
|
Loss
on investments
|
35,718
|
—
|
35,718
|
|||||||
|
Total
other expense
|
(488
|
)
|
—
|
(488
|
)
|
|||||
|
NET
LOSS
|
$
|
(1,416,595
|
)
|
$
|
(102,298
|
)
|
$
|
(1,518,893
|
)
|
|
|
NET
LOSS PER SHARE:
|
||||||||||
|
Basic
|
$
|
(13.49
|
)
|
$
|
(1.02
|
)
|
||||
|
Diluted
|
$
|
(11.68
|
)
|
$
|
(1.02
|
)
|
||||
|
Basic
|
105,000
|
100,000
|
||||||||
|
Diluted
|
121,279
|
100,000
|
||||||||
The
accompanying notes are an integral part of these financial
statements.
BIOAUTHORIZE,
INC.
(
A Development Stage Company)
STATEMENT
OF STOCKHOLDER' EQUITY
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
AND
FOR THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECEMBER 31, 2007
|
Additional
|
||||||||||||||||||||||
|
Common Stock
|
Class A Preferred Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
|
|
||||||||||||||||||||||
|
AUGUST
23, 2006
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
|
Common
stock issued for compensation
|
100,000
|
1,000
|
—
|
—
|
104,000
|
—
|
105,000
|
|||||||||||||||
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(102,298
|
)
|
(102,298
|
)
|
|||||||||||||
|
DECEMBER
31, 2006
|
100,000
|
$
|
1,000
|
—
|
$
|
—
|
$
|
104,000
|
$
|
(102,298
|
)
|
$
|
2,702
|
|||||||||
|
Preferred
stock issued for investment
|
—
|
—
|
16,279
|
163
|
1,999,837
|
—
|
2,000,000
|
|||||||||||||||
|
Commong
stock issued for compensation
|
5,000
|
50
|
—
|
—
|
9,950
|
—
|
10,000
|
|||||||||||||||
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(1,416,595
|
)
|
(1,416,595
|
)
|
|||||||||||||
|
DECEMBER
31, 2007
|
105,000
|
$
|
1,050
|
16,279
|
$
|
163
|
$
|
2,113,787
|
$
|
(1,518,893
|
)
|
$
|
596,107
|
|||||||||
The
accompanying notes are an integral part of these financial
statements.
BIOAUTHORIZE,
INC.
(
A Development Stage Company)
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
AND
FOR THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECEMBER 31, 2007
|
For the Period
|
||||||||||
|
from August 23, 2006
|
||||||||||
|
(inception) to
|
||||||||||
|
2007
|
2006
|
December 31, 2007
|
||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
|
Net
Loss
|
$
|
(1,416,595
|
)
|
$
|
(102,298
|
)
|
$
|
(1,518,893
|
)
|
|
|
Adjustments
to reconcile net loss to net cash (used in) operating
activities:
|
||||||||||
|
Depreciation
and amortization
|
13,700
|
—
|
13,700
|
|||||||
|
Common
stock issued for compensation
|
10,000
|
100,575
|
110,575
|
|||||||
|
Changes
in assets and liabilities:
|
—
|
|||||||||
|
Accounts
receivables
|
(13,973
|
)
|
(13,973
|
)
|
||||||
|
Deposits
|
(27,031
|
)
|
—
|
(27,031
|
)
|
|||||
|
Accrued
payables and accrued liabilities
|
14,272
|
—
|
14,272
|
|||||||
|
Net
cash used in operating activities
|
(1,419,627
|
)
|
(1,723
|
)
|
(1,421,350
|
)
|
||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
|
Purchase
of Intangible Asset
|
(93,714
|
)
|
(4,425
|
)
|
(98,138
|
)
|
||||
|
Net
cash used in investing activities
|
(93,714
|
)
|
(4,425
|
)
|
(98,138
|
)
|
||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
|
Proceeds
from the issuance of common stock
|
—
|
4,425
|
4,425
|
|||||||
|
Proceeds
from the issuance of preferred stock
|
2,000,000
|
—
|
2,000,000
|
|||||||
|
Proceeds
and repayment from affiliates loans
|
(1,723
|
)
|
1,723
|
—
|
||||||
|
Net
cash provided by financing activities
|
1,998,277
|
6,148
|
2,004,425
|
|||||||
|
|
||||||||||
|
INCREASE
IN CASH
|
484,937
|
—
|
484,937
|
|||||||
|
CASH,
BEGINNING OF YEAR
|
—
|
—
|
—
|
|||||||
|
CASH,
END OF YEAR
|
$
|
484,937
|
$
|
—
|
$
|
484,937
|
||||
|
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||||
|
Income
Taxes
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
|
Interest
Paid
|
$
|
220
|
$
|
—
|
$
|
220
|
||||
The
accompanying notes are an integral part of these financial
statements.
BIOAUTHORIZE,
INC.
Development
Stage Company
NOTES
TO FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
AND
FOR PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECEMBER 31,
2007
NOTE
1 -
DESCRIPTION OF BUSINESS
BioAuthorize,
Inc. (“The Company”) was incorporated in the state of Colorado on August 23,
2006. The Company is a development stage company researching and developing
a
financial transaction vehicle. BioAuthorize is a hi-tech
biometric technology company delivering voice-enabled payment authorization
services to the payment processing industry.
NOTE
2 -
GOING CONCERN ISSUES
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America which
contemplate continuation of the Company as a going concern. However, the Company
has year end losses from operations and had minimal revenues from operations
in
2007 and 2006. From inception through the year ended December 31, 2007, the
Company has accumulated net losses of $1,518,893. Further, the Company has
inadequate working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of certain
stockholders.
These
factors raise substantial doubt about the ability of the Company to continue
as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties. In this regard, Management
is planning to raise any necessary additional funds through loans and additional
sales of its common stock. There is no assurance that the Company will be
successful in raising additional capital.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company prepares its financial statements in accordance with accounting
principles generally accepted in the United States of
America. Significant accounting policies are as follows:
Basis
of Presentation
The
Company has produced minimal revenue from its principal business and is a
development stage company as defined by the Statement of Financial Accounting
Standards (SFAS) No. 7 “Accounting and Reporting by Development State
Enterprises”.
Use
of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements. These estimates and assumptions also affect
the reported amounts of revenues, costs and expenses during the reporting
period. Management evaluates these estimates and assumptions on a
regular basis. Actual results could differ from those estimates.
These
estimates and assumptions also affect the reported amounts of revenues, costs
and expenses during the reporting period. Management evaluates these
estimates and assumptions on a regular basis. Actual results could
differ from those estimates.
Revenue
Recognition
Revenue
includes product sales. The Company recognizes revenue from product sales in
accordance with Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition in
Financial Statement” which is at the time customers are invoiced at shipping
point, provided title and risk of loss has passed to the customer, evidence
of
an arrangement exists, fees are contractually fixed or determinable, collection
is reasonably assured through historical collection results and regular credit
evaluations, and there are no uncertainties regarding customer acceptance.
Accounts
Receivable
Substantially
all of the Company’s accounts receivable balance is relate to trade receivables.
Trade accounts receivable are recorded at the invoiced amount and do not bear
interest. The allowance for doubtful accounts is the Company’s best estimate of
the amount of probable credit losses in its existing accounts receivable. The
Company will maintain allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments for
products. Accounts with known financial issues are first reviewed and specific
estimates are recorded. The remaining accounts receivable balances are then
grouped in categories by the amount of days the balance is past due, and the
estimated loss is calculated as a percentage of the total category based upon
past history. Account balances are charged off against the allowance when it
is
probable the receivable will not be recovered. No allowance for doubtful
accounts and bad debts were written off in December 31, 2007 and 2006 as the
Company was a development stage company.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents. At December 31, 2007,
cash and cash equivalents include cash on hand and cash in the
bank.
Research
and Development
Costs
are
expensed as incurred. There was $31,944 in research and development
expense for year ended December 31, 2007 as compared to $0 for year ended
December 31, 2006.
Property
and Equipment
Property
and equipment is recorded at cost and depreciated over the estimated useful
lives of the assets using principally the straight-line method. When items
are
retired or otherwise disposed of, income is charged or credited for the
difference between net book value and proceeds realized. Ordinary maintenance
and repairs are charged to expense as incurred, and replacements and betterments
are capitalized.
The
range
of estimated useful lives used to calculated depreciation for principal items
of
property and equipment are as follow:
|
Asset
Category
|
|
Depreciation/
Amortization Period
|
|
Furniture and Fixture
|
|
3
Years
|
|
Office
equipment
|
|
3
Years
|
|
Leasehold
improvements
|
|
5
Years
|
Impairment
of Long-Lived Assets
In
accordance with SFAS No. 144, long-lived assets, such as property, plant, and
equipment, and purchased intangibles, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset
may not be recoverable. Goodwill and other intangible assets are tested for
impairment. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of
an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds
the
fair value of the asset. There were no events or changes in circumstances that
necessitated an impairment of long lived assets.
Income
Taxes
Deferred
income taxes are provided based on the provisions of SFAS No. 109, "Accounting
for Income Taxes" ("SFAS No. 109"), to reflect the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.
Concentration
of Credit Risk
The
Company maintains its operating cash balances in banks in Phoenix, Arizona.
The
Federal Depository Insurance Corporation (FDIC) insures accounts at each
institution up to $100,000.
Earnings
Per Share
Basic
earnings per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of common shares outstanding during
the reporting period. Diluted earnings per share reflects the potential dilution
that could occur if stock options and other commitments to issue common stock
were exercised or equity awards vest resulting in the issuance of common stock
that could share in the earnings of the Company. As of December 31,
2007, there were no potential dilutive instruments that could result in share
dilution.
Fair
Value of Financial Instruments
The
fair
value of a financial instrument is the amount at which the instrument could
be
exchanged in a current transaction between willing parties other than in a
forced sale or liquidation.
The
carrying amounts of the Company’s financial instruments, including cash,
accounts payable and accrued liabilities, income tax payable and related party
payable approximate fair value due to their most maturities.
Recent
Accounting Pronouncements
Recent
accounting pronouncements that the Company has adopted or will be required
to
adopt in the future are summarized below.
On
December 21, 2007 the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 110 (SAB 110), which, effective January 1, 2008, amends
and replaces SAB 107, Share-Based Payment. SAB 110 expresses the views of the
SEC staff regarding the use of a "simplified" method in developing an estimate
of expected term of "plain vanilla" share options in accordance with FASB
Statement No. 123(R), Share-Based Payment. Under the "simplified" method, the
expected term is calculated as the midpoint between the vesting date and the
end
of the contractual term of the option. The use of the "simplified" method,
which
was first described in Staff Accounting Bulletin No. 107, was scheduled to
expire on December 31, 2007. SAB 110 extends the use of the "simplified" method
for "plain vanilla" awards in certain situations. The SEC staff does not expect
the "simplified" method to be used when sufficient information regarding
exercise behavior, such as historical exercise data or exercise information
from
external sources, becomes available. The Company is currently evaluating the
potential impact that the adoption of SAB 110 could have on its financial
statements.
In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations, and requires an acquirer
to recognize the assets acquired, the liabilities assumed, including those
arising from contractual contingencies, any contingent consideration, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
statement. SFAS No. 141(R) also requires the acquirer in a business combination
achieved in stages (sometimes referred to as a step acquisition) to recognize
the identifiable assets and liabilities, as well as the noncontrolling interest
in the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with SFAS No. 141(R)). In addition, SFAS No. 141(R)'s
requirement to measure the noncontrolling interest in the acquiree at fair
value
will result in recognizing the goodwill attributable to the noncontrolling
interest in addition to that attributable to the acquirer. SFAS No. 141(R)
amends SFAS No. 109, Accounting for Income Taxes, to require the acquirer to
recognize changes in the amount of its deferred tax benefits that are
recognizable because of a business combination either in income from continuing
operations in the period of the combination or directly in contributed capital,
depending on the circumstances. It also amends SFAS No. 142, Goodwill and Other
Intangible Assets, to, among other things, provide guidance on the impairment
testing of acquired research and development intangible assets and assets that
the acquirer intends not to use. SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. The Company is currently evaluating the potential impact that the
adoption of SFAS No. 141(R) could have on its financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS No. 160”), which amends Accounting
Research Bulletin 51, Consolidated Financial Statements, to establish accounting
and reporting standards for the noncontrolling interest in a subsidiary and
for
the deconsolidation of a subsidiary. It also clarifies that anoncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements.
SFAS
No. 160 also changes the way the consolidated income statement is presented
by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It
also
requires disclosure, on the face of the consolidated statement of income, of
the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS No. 160 requires that a parent recognize a gain
or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify
and
distinguish between the interests of the parent owners and the interests of
the
noncontrolling owners of a subsidiary. SFAS No. 160 is effective for fiscal
periods, and interim periods within those fiscal years, beginning on or after
December 15, 2008. The Company does not expect the adoption of SFAS No. 160
to
have a material impact on its financial statements.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities” (“SFAS
No. 159”), which provides companies with an option to report selected
financial assets and liabilities at fair value with the changes in fair value
recognized in earnings at each subsequent reporting date. SFAS No. 159
provides an opportunity to mitigate potential volatility in earnings caused
by
measuring related assets and liabilities differently, and it may reduce the
need
for applying complex hedge accounting provisions. If elected, SFAS No. 159
is effective for fiscal years beginning after November 15, 2007. Management
is currently evaluating the impact that this statement may have on the Company
results of operations and financial position, and has yet to make a decision
on
the elective adoption of SFAS No. 159.
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
No. 157). SFAS No. 157 provides guidance for using fair value to measure assets
and liabilities. SFAS No. 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities
at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS No. 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and
does
not expand the use of fair value in any new circumstances. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and will be adopted by the Company in the first quarter of
fiscal year 2009. The Company is unable at this time to determine the effect
that its adoption of SFAS No. 157 will have on its results of operations and
financial condition.
In
July
2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
in
Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes by prescribing the
recognition threshold a tax position is required to meet before being recognized
in the financial statements. It also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. The cumulative effects, if any, of applying FIN
48
will be recorded as an adjustment to retained earnings as of the beginning
of
the period of adoption. FIN 48 is effective for fiscal years beginning after
December 15, 2006, and the Company is required to adopt it in the first quarter
of fiscal year 2008. The Company is currently evaluating the effect that the
adoption of FIN 48 will have on its results of operations and financial
condition and is not currently in a position to determine such effects, if
any.
In
June
2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06−3 (EITF
06-3), “How Taxes Collected from Customers and Remitted to Governmental
Authorities Should Be Presented in the Income Statement (That Is, Gross versus
Net Presentation).” EITF 06−3 applies to any tax assessed by a governmental
authority that is directly imposed on a revenue producing transaction between
a
seller and a customer. EITF 06−3 allows companies to present taxes either gross
within revenue and expense or net. If taxes subject to this issue are
significant, a company is required to disclose its accounting policy for
presenting taxes and the amount of such taxes that are recognized on a gross
basis. EITF 06−3 is required to be adopted during the first quarter of fiscal
year 2008. The Company is a development stage and taxes are currently not
material to the Company’s financial statements.
In
October 10, 2006 FASB Staff Position issued Financial Statement Position (“FSP”)
FAS No. 123(R)-5 “Amended of FASB Staff Position FAS 123(R)-1 “Classification
and Measurement of Freestanding Financial Instruments Originally issued in
Exchange of Employee Services under FASB Statement No. 123(R)”. The FAS provides
that instruments that were originally issued as employee compensation and then
modified, and that modifications made to the terms of the instrument solely
to
reflect an equity restructuring that occurs when the holders are no longer
employees, then no change in the recognition or the measurement (due to a change
in classification) of those instruments will result if both of the following
conditions are met: (a). There is no increase in fair value of the award (or
t
he ratio of intrinsic value to the exercise price of the award is preserved,
that is, the holder is made whole), or the antidilution provision is not added
to the terms of the award in contemplation of an equity restructuring; and
(b).
All holders of the same class of equity instruments (for example, stock options)
are treated in the same manner. The provisions in this FSP shall be applied
in
the first reporting period beginning after the date the FSP is posted to the
FASB website.
NOTE
4 -
PROPERTY AND EQUIPMENT
The
Company has fixed assets as of December 31, 2007 and 2006 as
follows:
|
December
31,
|
|||||||
|
2007
|
2006
|
||||||
|
Equipment
|
$
|
93,617
|
$
|
—
|
|||
|
Accumulated
depreciation
|
(13,700
|
)
|
(—
|
)
|
|||
|
Total
|
$
|
79,917
|
$
|
—
|
|||
Depreciation
Expense is $13,700 for December 31, 2007 compared to $0.00 for December 31,
2006.
NOTE
6 – SHARE CAPITAL
On
August
23, 2006, the Company authorized 20,000,000 shares of common stock, at $.01
par
value and as of December 31, 2007 105,000
common
shares were issued and outstanding. In August 23, 2006, the Company authorized
10,000,000 of preferred shares at a par value of .01 and 16,376 shares were
issued and outstanding as of December 31, 2007.
During
the year ended December 31, 2006, the Company has issued shares of its common
stock as consideration to officers and directors for the fair value of the
services rendered. The value of those shares is determined based on the value
of
the stock at the dates on which the agreements were into for the services
and
the value of services rendered. During the year ended December 31, 2007,
the
Company granted to consultants, 100,000 shares of common stock valued in
the
aggregate at $50,000 with a strike price of the agreement value since the
Company was not trading its common stock. The stock issued for services includes
$50,000 of the compensation for services rendered in accordance with the
consultant respective agreements.
During
the year ended December 31, 2007, the Company has issued shares of its common
stock as consideration to consultants for the fair value of the services
rendered. The value of those shares is determined based on the trading value
of
the stock at the dates on which the agreements were into for the services and
the value of services rendered. During the year ended December 31, 2007, the
Company granted to consultants, 5,000 shares of common stock valued in the
aggregate at $10,000 with a strike price of per agreement value since the
Company was not trading its common stock. The stock issued for services includes
$10,000 of the compensation for services rendered in accordance with the
consultant respective agreements.
NOTE
7 -
INCOME TAXES
The
provision (benefit) for income taxes from continued operations for the years
ended December 31, 2007 and 2006 consist of the following:
|
December
31,
|
|||||||
|
2007
|
2006
|
||||||
|
Current:
|
|||||||
|
Federal
|
$
|
—
|
$
|
—
|
|||
|
State
|
—
|
—
|
|||||
|
|
— |
—
|
|||||
|
Deferred:
|
|||||||
|
Federal
|
$
|
453,310
|
$
|
32,735
|
|||
|
State
|
127,493
|
9,207
|
|||||
|
580,803
|
41,942
|
||||||
|
Benefit
from the operating loss
carryforward
|
(580,803
|
)
|
(41,942
|
)
|
|||
|
(Benefit)
provision for income taxes, net
|
$
|
—
|
$
|
—
|
|||
NOTE
7 -
INCOME TAXES - Continued
The
difference between income tax expense computed by applying the federal statutory
corporate tax rate and actual income tax expense is as follows:
|
December
31,
|
|||||||
|
2007
|
2006
|
||||||
|
Statutory
federal income tax rate
|
34.0
|
%
|
34.0
|
%
|
|||
|
State
income taxes and other
|
8.9
|
%
|
8.9
|
%
|
|||
|
Effective
tax rate
|
42.9
|
%
|
42.9
|
%
|
|||
Deferred
income taxes result from temporary differences in the recognition of income
and
expenses for the financial reporting purposes and for tax purposes. The tax
effect of these temporary differences representing deferred tax asset and
liabilities result principally from the
following:
|
December
31,
|
|||||||
|
2007
|
2006
|
||||||
|
Net
operating loss carryforward
|
580,803
|
41,942
|
|||||
|
Valuation
allowance
|
(580,803
|
)
|
(41,942
|
)
|
|||
|
Deferred
income tax asset
|
$
|
—
|
$
|
—
|
|||
The
Company has a net operating loss carryforward of approximately $622,745
available to offset future taxable income through 2026.
NOTE
8 -
COMMITMENTS AND CONTINGENCIES
The
Company has entered into various consulting agreements with outside consultants.
However, certain of these agreements included additional compensation on the
basis of performance. The consulting agreement are with key shareholders that
are instrumental to the success of the company and its development of it
product.
NOTE
9 -
RELATED PARTY TRANSACTIONS
The
Company is managed by its key shareholders.
NOTE
10 -
NET LOSS PER SHARE
Restricted
shares and warrants are included in the computation of the weighted average
number of shares outstanding during the periods. The net loss per common share
is calculated by dividing the consolidated loss by the weighted average number
of shares outstanding during the periods.
NOTE
11 -
SUBSEQUENT EVENTS
The
Company has terminated its agreement with Blue Car related to the acquisition
and stock issued and a percentage of the common stock issued to Blue Car has
been surrendered back to the Company.
*
* * * *
*
Exhibit
9.01 (b) Pro
Forma Unaudited Condensed Consolidated Balance Sheet and Statement of
Operations
PRO
FORMA
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Balance
Sheet as of December 31, 2008
The
following pro forma unaudited consolidated financial information gives effect
to
the sale of assets and the share exchange. This pro forma
balance sheet assumes the transactions occurred as of December 31, 2008. The
pro
forma unaudited consolidated financial information is presented for illustrative
purposes only. It is not necessarily indicative of the operating results or
financial position that would have occurred if the asset sale and share exchange
had been consummated at the beginning of the period indicated, nor is such
information indicative of the future operating results or financial position
of
BioAuthorize Inc. after the asset sale and share exchange.
|
Consolidated
|
||||||||||
|
BioAuthorize
|
||||||||||
|
Inc.
with
|
||||||||||
|
Gensis Holdings
|
||||||||||
|
BioAuthorize, Inc.
|
Genesis Holdings, Inc.
|
Inc.
|
||||||||
|
ASSETS
|
||||||||||
|
CURRENT
ASSETS
|
||||||||||
|
Cash
and cash equivalents
|
$
|
5,726
|
2,290
|
$
|
8,016
|
|||||
|
Accounts
receivable, net
|
218,732
|
87,493
|
134,437
|
|||||||
|
Total
Current Assets
|
224,458
|
89,783
|
142,453
|
|||||||
|
Investment
in Subsidary
|
—
|
|||||||||
|
Property
and equipment, net
|
3,465
|
1,386
|
4,852
|
|||||||
|
Total
Assets
|
$
|
227,923
|
91,169
|
147,305
|
||||||
|
LIABILITIES
AND SHAREHOLDERS' DEFICIENCY
|
||||||||||
|
CURRENT
LIABILITIES
|
||||||||||
|
Accounts
payable and accrued liabilities
|
$
|
287,910
|
115,164
|
403,074
|
||||||
|
Payroll
taxes payable
|
41,375
|
16,550
|
57,925
|
|||||||
|
Total
Current Liabilities
|
329,285
|
131,714
|
460,999
|
|||||||
|
Note
Payable - affiliates
|
48,407
|
19,363
|
67,770
|
|||||||
|
Total
Liabilities
|
377,692
|
151,077
|
528,769
|
|||||||
|
Shareholders'
Deficiency
|
||||||||||
|
BIOAUTHORIZE,
INC.
|
||||||||||
|
Class
A preferred stock, $.01 par value, 10,000,000 shares authorized 16,376
issued and outstanding as of December 31, 2008
|
163
|
163
|
||||||||
|
Common
stock, $.01 par value, 20,000,000 shares authorized; 105,000 as of
December 31, 2008
|
1,050
|
1,050
|
||||||||
|
GENEIS
HOLDINGS, INC.
|
||||||||||
|
Common
stock, $.001 par value, 25,000,000 shares authorized, 21,780,226
issued
and outstanding as of December 31, 2008
|
21,780
|
21,780
|
||||||||
|
Additional
paid-in capital
|
221,787
|
221,787
|
||||||||
|
Retained
Earnings (Accumulated deficit)
|
(322,769
|
)
|
(81,688
|
)
|
(626,243
|
)
|
||||
|
Total
Shareholders' Deficiency
|
(99,769
|
)
|
(59,908
|
)
|
(381,463
|
)
|
||||
|
Total
Liabilities & Shareholders' Deficiency
|
$
|
277,923
|
91,169
|
$
|
147,305
|
|||||
PRO
FORMA
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
State
of
Operations December 31, 2008
The
following pro forma unaudited consolidated financial information gives effect
to
the sale of assets and the share exchange. This pro forma balance sheet assumes
the transactions occurred as of December 31, 2008. The pro forma unaudited
consolidated financial information is presented for illustrative purposes only.
It is not necessarily indicative of the operating results or financial position
that would have occurred if the asset sale and share exchange had been
consummated at the beginning of the period indicated, nor is such information
indicative of the future operating results or financial position of
BioAuthorize, Inc. after the asset sale and share exchange.
|
Consolidated
|
||||||||||
|
BioAuthorize, Inc.
|
||||||||||
|
With Gensis
|
||||||||||
|
BioAuthorize
|
Gensis Holdings,Inc.
|
Holdings, Inc.
|
||||||||
|
NET
REVENUES
|
$
|
—
|
$
|
175,000
|
$
|
175,000
|
||||
|
COST
OF SALES
|
110,250
|
110,250
|
||||||||
|
GROSS
PROFIT
|
64,750
|
64,750
|
||||||||
|
OPERATING
EXPENSES:
|
||||||||||
|
Sales
and marketing
|
21,563
|
8,625
|
30,189
|
|||||||
|
General
and administrative
|
1,204,561
|
81,824
|
1,286,385
|
|||||||
|
Reserch
and deveopment expenses
|
30,954
|
—
|
30,954
|
|||||||
|
INCOME
FROM OPERATIONS
|
(1,226,124
|
)
|
(25,699
|
)
|
(1,316,574
|
)
|
||||
|
Other
expenses/(Income):
|
||||||||||
|
Interest
Income
|
(6,529
|
)
|
(2,611
|
)
|
(9,140
|
)
|
||||
|
Interest
Expense
|
51
|
20
|
71
|
|||||||
|
Total
other expenses, net
|
(6,478
|
)
|
(2,591
|
)
|
(9,069
|
)
|
||||
|
LOSS
BEFORE INCOME TAXES
|
(1,219,646
|
)
|
(23,108
|
)
|
(1,307,504
|
)
|
||||
|
INCOME
TAX (BENEFIT) PROVISION
|
—
|
—
|
—
|
|||||||
|
NET
LOSS
|
$
|
(1,219,646
|
)
|
$
|
(23,108
|
)
|
$
|
(1,307,504
|
)
|
|
|
NET
LOSS PER SHARE:
|
||||||||||
|
Basic:
|
$
|
(11.62
|
)
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
|
|
Diluted:
|
$
|
(10.06
|
)
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
|
|
Basic:
|
105,000
|
21,780,226
|
21,780,226
|
|||||||
|
Diluted:
|
121,279
|
21,780,226
|
21,780,226
|
|||||||
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
GENESIS
HOLDINGS, INC.
|
|
|
|
|
|
|
Dated:
May 5, 2008
|
By:
|
/s/
Yada Schneider
|
|
|
Yada
Schneider,
|
|
|
|
President
and CEO
|
|
|
Exhibit No.
|
Description
|
|
2.1
|
Share
Exchange Agreement dated February 18, 2008 by and among the Company,
BioAuthorize and the BioAuthorize Shareholders list on Exhibit A
to the
Agreement. (Incorporated by reference to Exhibit 2.1 to the Form
8-K filed
by the Company on February 22, 2008.)
|
|
2.2
|
Share
Exchange Agreement dated February 18, 2008 by and among the Company,
Genesis Land, Inc. and the Bankston Third Family Limited Partnership.
(Incorporated by reference to Exhibit 2.2 to the Form 8-K filed by
the
Company on February 22, 2008.)
|
6