Genesis Holdings, Inc. - Current report filing (8-K)
04 Avril 2008 - 11:02PM
Edgar (US Regulatory)
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):
April
4,
2008 (March 31, 2008)
Genesis
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-33073
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20-2775009
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(State
or other Jurisdiction of
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(Commission
File No.)
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(IRS
Employer
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Incorporation)
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Identification
No.)
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15849
N.
71
st
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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Items
in
Form 8-K
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Page
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Facing
Page
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1
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Item
1.02
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Termination
Of A Material Definitive Agreement
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3
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Item
2.01
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Completion
of Acquisition or Disposition of Assets
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3
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Item
9.01
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Financial
Statements and Exhibits
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4
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Signatures
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4
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Exhibit
Index
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4
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Item
1.02
TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
On
March
31, 2008,
BioAuthorize,
Inc. (“BioAuthorize), a wholly-owned subsidiary of Genesis Holdings, Inc. (the
“Company”) executed a Settlement and Release Agreement with Soliton, Inc. doing
business as BlueCar Partners, a New York limited liability company (“Soliton”),
to terminate the BlueCar Partners, LLC Letter Agreement dated December 7, 2007
by and between Soliton and BioAuthorize, and later amended by the First
Amendment to the Agreement dated January 18, 2008 (collectively, the
“Agreement”). Under provisions of the twelve-month Agreement, Soliton was
providing consulting services to BioAuthorize. BioAuthorize was required to
make
monthly payments of $30,000 along with other cash consideration and did issue
to
Soliton 15,856 shares of common stock of BioAuthorize.
Under
provisions of the Share Exchange Agreement dated February 18, 2008 by and among
the Company, BioAuthorize and the BioAuthorize Shareholders listed on Exhibit
A
to that agreement, Soliton, as a BioAuthorize Shareholder, received 2,400,000
shares of common stock of the Company in exchange for its shares of common
stock
of BioAuthorize. Pursuant to the Settlement and Release Agreement, Soliton
will
no longer be required to perform services for BioAuthorize, BioAuthorize will
no
longer be required to make any additional payments to Soliton, and Soliton
is
transferring and redelivering to the Company for cancellation 1,275,000 shares
of the Company’s common stock. Soliton retains beneficial ownership of 1,125,000
shares of the Company’s common stock. Additional provisions of the Settlement
and Release Agreement include a mutual release of claims by the parties and
indemnification provisions between the parties.
This
summary is qualified in its entirety by reference to the full text of the
Settlement and Release Agreement attached as Exhibit 10.1 to this report on
Form
8-K which is incorporated herein by this reference.
Item
2.01.
COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
Effective
March 31, 2008, the Company completed and closed a share exchange with the
Bankston Third Family Limited Partnership (“Bankston”). Under provisions of the
Share Exchange Agreement dated February 18, 2008 (the “Exchange Agreement”) by
and among the Company, its wholly-owned real estate subsidiary Genesis Land,
Inc. (“Genesis Land”) and Bankston, the Company transferred all interests in
Genesis Land to Bankston in exchange for 16,780,226 shares of common stock
of
the Company owned by Bankston. The Company has received from Bankston the
16,780,226 shares of common stock of the Company and cancelled those shares
and
delivered and transferred to Bankston all of the issued and outstanding shares
of capital stock of Genesis Land. The Exchange Agreement was originally
scheduled to close no later than March 17, 2008 but the parties executed a
First
Amendment to the Exchange Agreement to extend the Closing Date to on or before
March 31, 2008. The summary of the Exchange Agreement and the First Amendment
set forth above do not purport to be a complete statement of the terms of the
Exchange Agreement and the First Amendment. This summary is qualified in its
entirety by reference to the full text of the Exchange Agreement attached as
Exhibit 2.2 to the report on Form 8-K filed on February 22, 2008, and to the
full text of the First Amendment attached as Exhibit 2.1 to the report on Form
8-K filed on March 21, 2008, both of which are incorporated herein by this
reference.
Pursuant
to
other
requirements of the share exchange, Jason Pratte has resigned as a director
of
Genesis Land and as the President of Genesis Land effective March 31,
2008
.
Larry
Don Bankston will retain his positions as Treasurer and Secretary of Genesis
Land.
Larry
Don
Bankston, a partner in the Bankston Third Family Limited Partnership, is a
director of the Company. The Bankston Third Family Limited Partnership
beneficially owns shares of common stock in the Company.
Item
9.01.
FINANCIAL
STATEMENTS AND EXHIBITS.
10.1
Settlement and Release Agreement dated March 30, 2008 by and between
BioAuthorize and Soliton.
SIGNATURES
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.
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GENESIS
HOLDINGS, INC.
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Dated:
April 4, 2008
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By:
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/s/
Yada Schneider
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Yada
Schneider,
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President
and CEO
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1*
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Settlement
and Release Agreement dated March 30, 2008 by and between BioAuthorize
and
Soliton.
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*Filed
herewith
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