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1
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Name of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities
only).
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2
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Check the Appropriate Box if Member
of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
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SC
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5
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Check if
Disclosure of Legal Proceeding is
Required
Pursuant to Items 2(d) or 2(e)
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o
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6
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Citizenship
or Place of Organization
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State
of Colorado
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7
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Sole Voting Power
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7,128,000
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8
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Shared Voting Power
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0
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9
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Sole Dispositive Power
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7,128,000
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10
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Shared Dispositive Power
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0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,128,000
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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28.51%
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14
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Type
of Reporting Person (See Instructions)
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IN
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Item
1.
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Security
and Issuer
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State
the
title of the class of equity securities to which this statement relates and
the
name and address of the principal executive offices of the issuer of such
securities.
This
statement on Schedule 13D (this “Schedule 13D”) relates to the common stock,
$0.001 par value (the “Common Stock”), of Genesis Holdings, Inc., a Nevada
corporation (the “Company”). The address of the Company’s principal executive
offices is 15849 North 71
st
Street,
Suite 226, Scottsdale, Arizona 85254-2179.
Item
2.
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Identity
and Background
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If
the
person filing this statement or any person enumerated in Instruction C of
this
statement is a corporation, general partnership, limited partnership, syndicate
or other group of persons, state its name, the state or other place of its
organization, its principal business, the address of its principal office
and
the information required by (d) and (e) of this Item. If the person filing
this
statement or any person enumerated in Instruction C is a natural person,
provide
the information specified in (a) through (f) of this Item with respect to
such
person(s).
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(b)
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Residence
or business address;
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15849
North 71
st
Street,
Suite 226, Scottsdale, AZ 85254-2179
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(c)
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Present
principal occupation or employment and the name, principal business
and
address of any corporation or other organization in which such employment
is conducted;
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Vice
President, Chief Operating Officer and Chief Technology Officer of Genesis
Holdings, Inc. Vice President and Chief Operating Officer of BioAuthorize,
Inc.,
a wholly-owned subsidiary of Genesis Holdings, Inc.
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(d)
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Whether
or not, during the last five years, such person has been convicted
in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give the dates, nature of conviction, name and location
of
court, and penalty imposed, or other disposition of the case;
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Inapplicable.
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(e)
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Whether
or not, during the last five years, such person was a party to a
civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment,
decree
or final order enjoining future violations of, or prohibiting or
mandating
activities subject to, federal or state securities laws or finding
any
violation with respect to such laws; and, if so, identify and describe
such proceedings and summarize the terms of such judgment, decree
or final
order; and
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Inapplicable.
A
U.S.
citizen and resident of the State of Colorado.
Item
3.
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Source
and Amount of Funds or Other
Consideration
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State
the
source and the amount of funds or other consideration used or to be used
in
making the purchases, and if any part of the purchase price is or will be
represented by funds or other consideration borrowed or otherwise obtained
for
the purpose of acquiring, holding, trading or voting the securities, a
description of the transaction and the names of the parties thereto. Where
material, such information should also be provided with respect to prior
acquisitions not previously reported pursuant to this regulation. If the
source
of all or any part of the funds is a loan made in the ordinary course of
business by a bank, as defined in Section 3(a)(6) of the Act, the name of
the
bank shall not be made available to the public if the person at the time
of
filing the statement so requests in writing and files such request, naming
such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
Yada
Schneider acquired beneficial ownership of the Common Stock reported on
hereunder on February 18, 2008 pursuant to the closing of the share exchange
(the “Exchange”) contemplated by the Share Exchange Agreement (the “Agreement”)
dated February 18, 2008 by and among the Company, BioAuthorize, Inc., a Colorado
corporation (“BioAuthorize”), and the BioAuthorize Shareholders listed on
Exhibit A to the Agreement. Mr. Schneider was a common stockholder of
BioAuthorize, and pursuant to the Exchange, all of the capital stock holdings
of
BioAuthorize were converted into shares of Common Stock of the Company. The
Company issued a total of 20,000,000 shares of Common Stock to the BioAuthorize
Shareholders upon the closing of the Exchange.
Pursuant
to provisions of the Agreement, 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.
Item
4.
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Purpose
of Transaction
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State
the
purpose or purposes of the acquisition of securities of the issuer. Describe
any
plans or proposals which the reporting persons may have which relate to or
would
result in:
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(a)
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The
acquisition by any person of additional securities of the issuer,
or the
disposition of securities of the issuer;
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(b)
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An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the issuer or any of its subsidiaries;
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(c)
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A
sale or transfer of a material amount of assets of the issuer or
any of
its subsidiaries;
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(d)
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Any
change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of
directors
or to fill any existing vacancies on the board;
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(e)
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Any
material change in the present capitalization or dividend policy
of the
issuer;
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(f)
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Any
other material change in the issuer's business or corporate structure
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in
its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
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(g)
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Changes
in the issuer's charter, bylaws or instruments corresponding thereto
or
other actions which may impede the acquisition of control of the
issuer by
any person;
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(h)
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Causing
a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
inter-dealer quotation system of a registered national securities
association;
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(i)
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A
class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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(j)
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Any
action similar to any of those enumerated above.
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The
purpose of the transaction was for the Company to acquire all of the outstanding
capital stock of BioAuthorize by means of the Exchange. The Company issued
a
total of 20,000,000 shares of Common Stock upon the closing of the Exchange.
Except as described in Item 3 above, which is hereby incorporated by reference,
the Reporting Person has no other plans or proposals which relate to or would
result in any of the transactions described in subparagraphs (a) though (j)
of
Item 4 of Schedule 13D.
The
Reporting Person intends to evaluate and review the Company and its business,
assets, corporate structure, capitalization, operations, properties, polices,
management and personnel with a view towards determining how to optimally
realize any potential benefits which arise from the Exchange. Accordingly,
the
Reporting Person reserves the right to change any plans and intentions at
any
time, as such Reporting Person deem necessary and appropriate.
Item
5.
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Interest
in Securities of the Issuer
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(a)
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State
the aggregate number and percentage of the class of securities
identified
pursuant to Item 1 (which may be based on the number of securities
outstanding as contained in the most recently available filing
with the
Commission by the issuer unless the filing person has reason to
believe
such information is not current) beneficially owned (identifying
those
shares which there is a right to acquire) by each person named
in Item 2.
The above mentioned information should also be furnished with respect
to
persons who, together with any of the persons named in Item 2,
comprise a
group within the meaning of Section 13(d)(3) of the Act;
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7,128,000
shares of Common Stock representing 28.51% of the shares
outstanding.
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(b)
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For
each person named in response to paragraph (a), indicate the number
of
shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose
or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item
2 with
respect to each person with whom the power to vote or to direct the
vote
or to dispose or direct the disposition is shared;
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7,128,000
shares as to which there is sole voting power and sole dispositive
power.
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(c)
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Describe
any transactions in the class of securities reported on that were
effected
during the past sixty days or since the most recent filing of Schedule
13D
(§240.13d-191), whichever is less, by the persons named in response
to
paragraph (a).
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Instruction
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The
description of a transaction required by Item 5(c) shall include, but not
necessarily be limited to: (1) the identity of the person covered by Item
5(c) who effected the transaction; (2) the date of the transaction; (3) the
amount of securities involved; (4) the price per share or unit; and
(5) where and how the transaction was effected.
Within
the past 60 days, the following transactions were effected: The transactions
described in Item 3.
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(d)
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If
any other person is known to have the right to receive or the power
to
direct the receipt of dividends from, or the proceeds from the sale
of,
such securities, a statement to that effect should be included in
response
to this item and, if such interest relates to more than five percent
of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company
Act of
1940 or the beneficiaries of an employee benefit plan, pension fund
or
endowment fund is not required.
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Inapplicable.
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(e)
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If
applicable, state the date on which the reporting person ceased to
be the
beneficial owner of more than five percent of the class of securities.
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Instruction.
For
computations regarding securities which represent a right to acquire an
underlying security, see Rule 13d-3(d)(1) and the note thereto.
Inapplicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Describe
any contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and
any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of
profits or loss, or the giving or withholding of proxies, naming the persons
with whom such contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the securities that
are
pledged or otherwise subject to a contingency the occurrence of which would
give
another person voting power or investment power over such securities except
that
disclosure of standard default and similar provisions contained in loan
agreements need not be included.
None.
Item
7.
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Material
to Be Filed as Exhibits
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The
following shall be filed as exhibits: copies of written agreements relating
to
the filing of joint acquisition statements as required by §240.13d-1(k) and
copies of all written agreements, contracts, arrangements, understandings,
plans
or proposals relating to: (1) the borrowing of funds to finance the acquisition
as disclosed in Item 3; (2) the acquisition of issuer control, liquidation,
sale
of assets, merger, or change in business or corporate structure or any other
matter as disclosed in Item 4; and (3) the transfer or voting of the
securities, finder's fees, joint ventures, options, puts, calls, guarantees
of
loans, guarantees against loss or of profit, or the giving or withholding
of any
proxy as disclosed in Item 6.
1(
1)
Share
Exchange Agreement dated February 18, 2008 by and among Genesis Holdings, Inc.,
a Nevada corporation, BioAuthorize, Inc., a Colorado corporation, and the
BioAuthorize Shareholders listed on Exhibit A to the Agreement.
2(
1)
Share
Exchange Agreement dated February 18, 2008 by and among Genesis Holdings,
Inc.,
a Nevada corporation, Genesis land, Inc., a Nevada corporation and the Bankston
Third Family Limited Partnership.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Date
February 28, 2008
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Signature
/s/
Gerald
B. Van Wie
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Name/Title
Gerald
B. Van Wie
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(1)
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Incorporated
by reference from Genesis Holdings, Inc.’s Form 8-K filed with the
Securities and Exchange Commission on February 22,
2008.
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