UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x
QUARTERLY
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the Quarter Ended March 31, 2008
OR
o
TRANSITION
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the
transition period from
N/A
to
N/A
Commission
File Number:
000-33073
Genesis
Holdings, Inc.
(Name
of
small business issuer as specified in its charter)
Nevada
|
20-2775009
|
|
IRS
Employer Identification
No.
|
15849
N. 71
st
Street, Suite 226
Scottsdale,
AZ 85254
(Address
of principal executive offices)
Registrant's
telephone number, including Area Code:
(623)
465-2763
Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.001 par value per share
(Title
of Class)
Indicate
by check mark whether the Registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements
for the past 90 days: Yes
x
No
¨
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non–accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b– 2 of the Exchange Act. (Check
one):
Large
accelerated filer
¨
Accelerated
filer
¨
Non–
Accelerated filer
¨
Small
Business Issuer
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b–
2 of the Exchange Act). Yes
¨
No
x
Transitional
Small Business Disclosure Format (check one): Yes
o
No
x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Class
|
|
Outstanding
at May 7, 2008
|
Common
stock, $0.001 par value
|
|
23,275,000
|
GENESIS
HOLDINGS, INC.
INDEX
TO FORM 10-Q FILING
FOR
THE THREE MONTHS ENDED MARCH 31, 2008
TABLE
OF CONTENTS
|
|
|
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Page Numbers
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PART
I - FINANCIAL INFORMATION
|
|
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Item 1.
|
|
Condensed
Consolidated Financial Statements (unaudited)
|
|
|
|
|
Condensed
Consolidated Balance Sheets
|
|
3
|
|
|
Condensed
Consolidated Statements of Income
|
|
4
|
|
|
Condensed
Consolidated Statement of Cash Flows
|
|
5
|
|
|
Notes
to Condensed Consolidated Financial Statements
|
|
6
|
Item 2.
|
|
Management
Discussion & Analysis of Financial Condition and Results of
Operations
|
|
8
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Item 3
|
|
Quantitative
and Qualitative Disclosures About Market Risk
|
|
15
|
Item 4.
|
|
Controls
and Procedures
|
|
15
|
|
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PART
II - OTHER INFORMATION
|
|
|
Item 1.
|
|
Legal
Proceedings
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16
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Item 1A
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Risk
Factors
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16
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Item 2.
|
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Unregistered
Sales of Equity Securities and Use of Proceeds
|
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17
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Item 3.
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Defaults
Upon Senior Securities
|
|
17
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Item 4.
|
|
Submission
of Matters to a Vote of Security Holders
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17
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Item 5
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Other
information
|
|
17
|
Item 6.
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|
Exhibits
|
|
18
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CERTIFICATIONS
|
|
|
|
|
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Exhibit
31
–
Management
certification
|
|
|
|
|
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Exhibit
32
–
Sarbanes-Oxley
Act
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|
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PART
I
GENESIS
HOLDINGS, INC.
(A
Development Stage Company)
CONDENSED
CONSOLIDATED BALANCE SHEET
|
|
March 31, 2008
|
|
December 31, 2007
|
|
|
|
(unaudited)
|
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
Cash
|
|
$
|
93,711
|
|
$
|
484,937
|
|
Prepaid
expense
|
|
|
789
|
|
|
13,973
|
|
Total
current assets
|
|
|
94,500
|
|
|
498,910
|
|
|
|
|
|
|
|
|
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PROPERTY
AND EQUIPMENT, net
|
|
|
72,116
|
|
|
79,917
|
|
|
|
|
|
|
|
|
|
Patent
|
|
|
9,598
|
|
|
4,521
|
|
Deposits
|
|
|
19,650
|
|
|
27,031
|
|
TOTAL
ASSETS
|
|
$
|
195,864
|
|
$
|
610,379
|
|
|
|
|
|
|
|
|
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LIABILITIES
AND STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
10,007
|
|
$
|
14,272
|
|
Accrued
liabilities
|
|
|
30,102
|
|
|
-
|
|
Total
current liabilities
|
|
|
40,109
|
|
|
14,272
|
|
|
|
|
|
|
|
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TOTAL
LIABILITIES
|
|
|
40,109
|
|
|
14,272
|
|
|
|
|
|
|
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COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
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|
|
|
|
|
|
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STOCKHOLDERS'
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
163
|
|
Class
A preferred stock, $.01 par value, 10,000,000 shares authorized
16,376
issued and outstanding
|
|
|
|
|
|
|
|
Common
stock, $.001 par value, 25,000,000 shares authorized;
|
|
|
23,725
|
|
|
1,050
|
|
23,725,000
and 105,000 issued and outstanding as of March 31, 2008 and
December 31,
2007, respectively
|
|
|
|
|
|
|
|
Accumulated
deficit during this development stage
|
|
|
(1,959,246
|
)
|
|
(1,518,893
|
)
|
Additional
paid in capital
|
|
|
2,091,276
|
|
|
2,113,787
|
|
Total
stockholders' equity
|
|
|
155,755
|
|
|
596,107
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
195,864
|
|
$
|
610,379
|
|
The
accompanying notes are an integral part of these financial
statements.
|
GENESIS
HOLDINGS, INC.
(A
Development Stage Company)
CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
AND
FOR THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH MARCH 31,
2008
|
|
|
|
|
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For the Period
|
|
|
|
|
|
|
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from August 23, 2006
|
|
|
|
|
|
|
|
(inception) through
|
|
|
|
2008
|
|
2007
|
|
March 31, 2008
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES:
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
414,302
|
|
|
141,589
|
|
|
1,825,061
|
|
Sales
and marketing expenses
|
|
|
13,715
|
|
|
2,775
|
|
|
76,693
|
|
Depreciation
and amortization
|
|
|
7,801
|
|
|
-
|
|
|
21,501
|
|
Research
and development
|
|
|
6,661
|
|
|
1,939
|
|
|
38,605
|
|
Total
operating expenses
|
|
|
442,479
|
|
|
146,302
|
|
|
1,961,860
|
|
OPERATING
LOSS
|
|
|
442,479
|
|
|
146,302
|
|
|
1,961,860
|
|
|
|
|
|
|
|
|
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OTHER
(INCOME) AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
193
|
|
|
-
|
|
|
413
|
|
Interest
income
|
|
|
(2,319
|
)
|
|
(678
|
)
|
|
(39,945
|
)
|
Other
income
|
|
|
-
|
|
|
|
|
|
1,200
|
|
Loss
on investments
|
|
|
-
|
|
|
-
|
|
|
35,718
|
|
Loss
on discontinued operations
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Total
other expense
|
|
|
(2,126
|
)
|
|
(678
|
)
|
|
(2,614
|
)
|
|
|
|
|
|
|
|
|
|
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|
NET
LOSS (INCOME)
|
|
$
|
(440,353
|
)
|
$
|
(145,625
|
)
|
$
|
(1,959,246
|
)
|
|
|
|
|
|
|
|
|
|
|
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NET
LOSS PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted - earnings (loss) per share
|
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted - weighted average
|
|
|
23,725,000
|
|
|
21,780,226
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
|
(
A Development Stage Company)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
AND
FOR THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH MARCH 31,
2008
|
|
|
|
|
|
For the Period
|
|
|
|
|
|
|
|
from August 23, 2006
|
|
|
|
|
|
|
|
(inception) to
|
|
|
|
2008
|
|
2007
|
|
March 31, 2008
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(440,353
|
)
|
$
|
(145,625
|
)
|
$
|
(1,959,246
|
)
|
Adjustments
to reconcile net loss to net cash (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
7,801
|
|
|
-
|
|
|
21,501
|
|
Issuance
of common stock for services
|
|
|
-
|
|
|
-
|
|
|
110,575
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivables
|
|
|
13,384
|
|
|
-
|
|
|
(589
|
)
|
Deposits
|
|
|
2,304
|
|
|
(4,425
|
)
|
|
(24,727
|
)
|
Accrued
payables and accrued liabilities
|
|
|
25,638
|
|
|
7,633
|
|
|
39,910
|
|
Net
cash (used) in operating activities
|
|
|
(391,226
|
)
|
|
(142,417
|
)
|
|
(1,812,576
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Purchase
of Intangible Asset
|
|
|
-
|
|
|
(4,425
|
)
|
|
(98,138
|
)
|
Net
cash used in investing activities
|
|
|
-
|
|
|
(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
|
|
|
-
|
|
|
1,000,000
|
|
|
2,000,000
|
|
Proceeds
and repayment from affiliates loans
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net
cash provided by financing activities
|
|
|
-
|
|
|
1,004,425
|
|
|
2,004,425
|
|
|
|
|
|
|
|
|
|
|
|
|
DECREASE (INCREASE)
IN CASH
|
|
|
(391,226
|
)
|
|
857,583
|
|
|
93,711
|
|
CASH,
BEGINNING OF YEAR
|
|
|
484,937
|
|
|
-
|
|
|
-
|
|
CASH,
END OF YEAR
|
|
$
|
93,711
|
|
$
|
857,583
|
|
$
|
93,711
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
Income
Taxes
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Interest
Paid
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
|
GENESIS
HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
NOTE
1
–
DESCRIPTION OF BUSINESS
Overview
Genesis
Holdings, Inc. (the Company) was incorporated on May 25, 1999 in the state
of
Nevada. The Company was a holding company for subsidiary acquisitions. Genesis
Land Development, LLC was formed on September 8, 2003 in the state of Texas.
The
company is engaged in the business of developing vacant land into single family
residential lots.
On
July
1, 2006, the Company, which was formerly known as AABB, Inc., acquired all
of
the membership interests of Genesis Land Development, LLC, pursuant to a merger
agreement dated as of July 1, 2006, among AABB, Inc., AABB Acquisitions Sub,
Inc., certain shareholders and the members of Genesis Land Development, LLC.
The
Company acquired 100% of the ownership interest of Genesis Land Development,
LLC
from its sole member for 19,000,000 shares of the company’s common
stock.
For
accounting purposes, the acquisition is treated as a recapitalization rather
than a business combination. After the merger, AABB, Inc. changed its name
to
Genesis Holdings, Inc.,
and
Genesis Land Development, LLC ceased to exist as it was merged into the
Company’s wholly-owned subsidiary, Genesis Land, Inc
.
The
Company was considered a development stage company prior to its acquisition
of
Genesis Land Development, LLC.
On
February 18, 2008, the Company entered into a share exchange with BioAuthorize,
Inc., a Colorado corporation (“BioAuthorize”), whereby BioAuthorize became 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
owned approximately 80% of the outstanding shares of the Company’s common stock
on a fully diluted basis.
NOTE
2. BASIS OF PRESENTATION
Interim
Financial Statements
The
accompanying interim unaudited condensed consolidated financial statements
have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
8 of Regulation S-X. Accordingly, they do not include all of the information
and
footnotes required by generally accepted accounting principles for complete
financial statements. In our opinion, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 2008
are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2008. For further information, refer to the financial
statements and footnotes thereto included in our Form 10-KSB Report for the
fiscal year ended December 31, 2007.
NOTE
3. GOING CONCERN
As
indicated in the accompanying financial statements, the Company has incurred
cumulative net operating losses of $(1,959,246) since inception. The Company’s
activities to date have been funded by its affiliate company, Genesis Land,
Inc.
There is no assurance that additional funds will be advanced to the company
or
that sufficient investor interest will be developed to provide funding. These
matters raise substantial doubt about the Company’s ability to continue as a
going concern. However, the accompanying financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. These financial
statements do not include any adjustments relating to the recovery of the
recorded assets or the classification of the liabilities that might be necessary
should the Company be unable to continue as a going concern.
NOTE
4
–
SHARE CAPITAL
Genesis
Holdings, Inc. was incorporated in Nevada on May 25, 1999 as part of the
reorganization of Diagnostic International, Inc. which had filed under Chapter
11 of the United States Bankruptcy Code. The Company has authorized 25,000,000
shares of common stock, at $.001 par value and 23,725,000 are issued and
outstanding.
During
the year ended December 31, 2007, the Company did not issue any common stock.
The Company has no options or warrants issued or outstanding as of December
31,
2007.
NOTE
6- RECENT PRONOUNCEMENTS
Disclosure
about Derivative Instruments and Hedging Activities
In
March
2008, the FASB issued SFAS No. 161,
“
Disclosure
about Derivative Instruments and Hedging Activities
,”
an
amendment of FASB Statement No. 133, (SFAS 161). This statement requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation. The Company is required to adopt SFAS 161
on
January 1, 2009
.
The
Company is currently evaluating the potential impact of SFAS No. 161 on the
Company’s consolidated financial statements.
Determination
of the Useful Life of Intangible Assets
In
April
2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets,”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life
of
intangible assets under FASB 142 “Goodwill and Other Intangible
Assets”. The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS 142 and the period
of
the expected cash flows used to measure the fair value of the asset under FASB
141 (revised 2007) “Business Combinations” and other U.S. generally accepted
accounting principles. The Company is currently evaluating the
potential impact of FSP FAS 142-3 on its consolidated financial
statements.
The
Fair Value Option for Financial Assets and Financial
Liabilities
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 159, “The Fair
Value Option for Financial Assets and Financial Liabilities, including an
amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose
to measure many financial instruments and certain other items at fair value
at
specified election dates. This Statement applies to all entities, including
not-for-profit organizations. SFAS 159 is effective as of the beginning of
an
entity’s first fiscal year that begins after November 15, 2007. As such,
the Company is required to adopt these provisions at the beginning of the fiscal
year ended December 31, 2008. The Company is currently evaluating the
impact of SFAS 159 on its consolidated financial statements.
NOTE
7. SUBSEQUENT EVENTS
The
Company has initiated the required corporate action to change its name to
BioAuthorize, Inc. which is expected to become effective in June, 2008.
*
* * * *
*
ITEM
2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Management’s
Discussion and Analysis contains various “forward looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
regarding future events or the future financial performance of the Company
that
involve risks and uncertainties. Certain statements included in this Form 10-Q,
including, without limitation, statements related to anticipated cash flow
sources and uses, and words including but not limited to “anticipates”,
“believes”, “plans”, “expects”, “future” and similar statements or expressions,
identify forward looking statements. Any forward-looking statements herein
are
subject to certain risks and uncertainties in the Company’s business, including
but not limited to, reliance on key customers and competition in its markets,
market demand, product performance, technological developments, maintenance
of
relationships with key suppliers, difficulties of hiring or retaining key
personnel and any changes in current accounting rules, all of which may be
beyond the control of the Company. The Company’s actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth therein.
Forward-looking
statements involve risks, uncertainties and other factors, which may cause
our
actual results, performance or achievements to be materially different from
those expressed or implied by such forward-looking statements. Factors and
risks
that could affect our results and achievements and cause them to materially
differ from those contained in the forward-looking statements include those
identified in the section titled “Risk Factors” in the Company’s Annual Report
on Form 10-KSB for the year ended September 30, 2007 as well as other factors
that we are currently unable to identify or quantify, but that may exist in
the
future.
In
addition, the foregoing factors may affect generally our business, results
of
operations and financial position. Forward-looking statements speak only as
of
the date the statement was made. We do not undertake and specifically decline
any obligation to update any forward-looking statements.
Overview
Genesis
Holdings, Inc. (the "Company") was incorporated in Nevada on May 25, 1999 as
part of the reorganization of Diagnostic International, Inc. which had filed
a
petition under Chapter 11 of the United States Bankruptcy Code. At that time
and
until July 1, 2006, the Company had no operations and was considered a
development stage company as defined in FASB No. 7. The Company was formed
specifically to be a publicly held reporting corporation for the purpose of
either merging with or acquiring an operating company with assets and some
operating history. 980,226 shares of common stock of the Company were issued
to
certain and various creditors of Diagnostic International, Inc. pursuant to
the
Plan of Reorganization confirmed by the Bankruptcy Court on May 25, 1999.
Genesis Holdings was formerly known as AABB, Inc., and this name change took
effect on September 5, 2006.
In
fiscal
2007, the Company’s sole operating company was its wholly owned subsidiary
Genesis Land. All income and expense of the Company have been derived from
operations of Genesis Land.
On
February 18, 2008, the Company entered into a share exchange with BioAuthorize,
Inc., a Colorado corporation (“BioAuthorize”), whereby BioAuthorize became 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
acquired approximately 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 approximately 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.
The
Business of BioAuthorize
With
the
acquisition of BioAuthorize and the disposition of Genesis Land, the Company
will focus its business operations on the development and growth of the
BioAuthorize business. BioAuthorize is a
hi-tech
biometric technology company delivering voice-enabled payment authorization
services to the payment processing industry.
Founded
in March 2006, the company is a Colorado corporation with its home office in
Scottsdale, Arizona.
BioAuthorize
has developed a method for payment processing by coupling a new financial
instrument with a patent-pending payment solution. The method is expected
to function whereby lines of credit will be issued to qualified consumers that
can be used at participating merchants that utilize the
voice-enabled
payment authorization services
.
BioAuthorize seeks to employ the latest technologies to enable automated
biometric identification for payment authorization. Consumers and
merchants should benefit from the low cost, convenience, and security delivered
by this service. BioAuthorize is continuing its efforts to complete development
and implementation of its new consumer lending program along with its innovative
payment processing solution, providing a better way to process financial
transactions.
Summary
of the Invention of BioAuthorize
BioAuthorize
has a present invention related to the field of biometrically identifying a
consumer for use in connection with the processing of an electronically
generated invoice. Specifically, this invention is focused on processing
electronic payments between a consumer and a merchant. Types of payments
suitable for the present invention are credit card, debit card, electronic
check, electronic funds transfer, or any other method wherein the payment method
is intangible and capable of electronic processing. The present invention
provides a merchant the ability to generate invoices for any type of goods
or
services and to specify to a consumer at least one payment type acceptable
to
the merchant. Additionally, the present invention enables a consumer to provide
payment information for an invoice from any computing device which can access
the Internet. Furthermore, with the method of the present invention, sensitive
consumer information, such as identifying or financial information, is afforded
maximum security by reducing the sources to which the information is shared
to
only one source, which source is referred to herein as a Biometric Invoice
Payment System (BIPS).
Description
of Related Art Including Information Disclosed Under 37 CFR 1.97 and 37 CFR
1.98
Biometric identification devices and methods are known in the prior art. Among
the common biometric identification means are fingerprints, palm prints, voice
prints, retinal scans and the like. BioAuthorize uses prior art biometric
identification devices, methods and systems through the use of various US
Patents which include a tokenless, biometric identification system.
The
object of the present invention is to protect a consumer from identity theft.
This objective is accomplished by the method of the present invention by
eliminating the requirement for a consumer to pass repeatedly his sensitive
information, comprising personal information, financial data and the like,
to a
merchant website. In the present invention, a consumer need supply this
information to only a single secure entity, a Biometric Invoice Payment System
(“BIPS”).
Another
object of the present invention is to provide a consumer with the ability to
authenticate his identity and to provide payment for a merchant invoice from
any
biometrically enabled device that has Internet connectivity.
The
method of the present invention for biometric authorization of an electronic
payment between a consumer and a merchant, comprises the steps of: (1) a
consumer enrollment step, wherein a consumer enrolls with a Biometric Invoice
Payment System (“BIPS”) at least one bid biometric sample, consumer
identification information and consumer shipping information; further wherein
the biometric sample, consumer identification information and consumer shipping
information are used to generate and assign a unique digital identification
number, or consumer index number, to the consumer (The consumer index number
is
created by the method of the present invention and assigned to a consumer during
enrollment. The consumer index number is used within the method of the present
invention as an identification match factor to correlate the consumer’s
biometric sample to the consumer’s identification information, and is not
necessarily made known to the consumer); (2) an invoice submittal step, wherein
an electronic invoice is created by a merchant and submitted to said BIPS;
further wherein the electronic invoice is used to generate an invoice identifier
by said BIPS; (3) a consumer notification step, wherein a consumer is notified
by said BIPS that an invoice is pending for the consumer and said BIPS provides
to the consumer said invoice identifier; (4) a consumer authentication step,
wherein a consumer submits a comparator bid biometric sample to said BIPS for
identification and authentication; further wherein said BIPS compares said
comparator bid biometric sample with said enrolled bid biometric sample for
identification and authorization of the consumer; (5) an invoice retrieval
step,
wherein an invoice is retrieved from said BIPS by a consumer; (6) an invoice
disposition step, wherein a consumer disposes of the invoice by an action
consisting of approval or rejection; (7) a payment authorization step, wherein
a
consumer chooses a financial instrument for payment of said invoice; further
wherein the consumer provides to said BIPS a financial instrument choice and
requisite information for use of the financial instrument; and (8) an invoice
payment processing step, wherein said BIPS uses said invoice identifier and
said
financial instrument requisite information to process payment from a consumer
to
a merchant.
The
method of the present invention further comprises identification information
submitted by a consumer during said enrollment step further enrolls data
elements selected from a group comprising a consumer personal identification
code (which may be selected from a group comprising a personal identification
number, or a consumer password, which password may be any alpha, numeric, or
alphanumeric combination), a consumer first name, a consumer last name, a
consumer social security number, a consumer birth date, or a consumer secret
question and answer. Also further comprises a bid biometric sample submitted
by
a consumer during said enrollment step further enrolls a bid biometric sample
selected from a group comprising a consumer fingerprint, a consumer facial
scan,
a consumer retinal image, a consumer iris scan, or a consumer voice
print.
The
method of the present invention further comprises
a)
an
invoice identifier which consists of data elements selected from a group
comprising a merchant invoice amount, a merchant identifier, a merchant invoice
number, or a merchant financial account,
b)
a
consumer authentication step which requires a consumer to specify a consumer
personal identification code,
a
means
to capture a consumer bid biometric sample during a consumer enrollment step
and
to transmit the bid biometric sample to a BIPS.
c)
a
means to capture a consumer bid biometric sample during a consumer
authentication step and to transmit the bid biometric sample to a
BIPS.
d)
an
invoice display step, wherein the invoice is displayed for a consumer with
a
display means.
e)
the
selection of a financial instrument from a payment construct group comprising
a
credit instrument, a debit instrument, an automatic clearing house instrument,
an electronic check instrument, a bank draft instrument, a loyalty card
instrument, a prepaid card instrument, a reward card instrument, or an
electronic funds transfer instrument.
In
an
alternative embodiment of the present invention, in an invoice submittal step,
an electronic invoice is created by a merchant and submitted to the BIPS;
further wherein the electronic invoice is used to generate an invoice identifier
by the BIPS and
in
a
consumer notification step, a consumer is notified by a merchant that an invoice
is pending for the consumer and the merchant provides to the consumer the
invoice identifier generated by the BIPS.
Products
and Services
The
services and products offerings that we anticipate will be available with the
BioAuthorize technology are not yet available as efforts continue to complete
the development and implementation of the technology necessary for such
offerings. A prototype of the voice-enabled payment authorization and processing
technology has been completed. However, a number of additional actions must
be
taken before the prototype is ready for beta testing. (Beta testing is necessary
to confirm that the BioAuthorize technology functions in actual practice the
way
it was conceived to function.) The additional tasks to be completed include:
(1)
web enrollment of consumers and merchants and completion of account management
web interface development; (2) integration with a credit reporting agency;
(3)
back office billing and integration of consumer enrollment; (4) payment
processing infrastructure (moving money to merchants); and (5) establishment
of
consumer lending capability by developing a relationship with a consumer lending
company. Assuming proper capitalization for completing these tasks and having
a
consumer-lending source in place neither of which has been achieved, we
anticipate, but can make no assurances, that completion of these tasks could
occur within a 90-day period.
BioAuthorize’s
technology addresses at least two distinct problems associated with e-commerce
today. BioAuthorize is disturbed by the growth in cyber-crime, including
identity theft and credit card fraud. BioAuthorize is also concerned with the
high transaction costs that merchants incur today in order to process
traditional credit transactions.
E-commerce
is growing at a staggering rate. With the growth in e-commerce has come an
even
higher growth in the proliferation
of
cyber-crime.
Current
internet security technology has proven to be ineffective in the prevention
of
cyber-crime. Past attempts to reduce fraud have been too costly to implement.
Victims
of identity theft suffer emotionally and financially. Some consumers avoid
e-commerce altogether because of the risk of identity theft.
Merchants
also suffer from cyber-crime. Due to the inherent risks associated with “card
not-present transactions,” e-commerce merchants pay the highest interchange
rate. Merchants are also responsible for charge-backs associated with fraudulent
transactions.
Banking
institutions are losing substantial dollars every year due to fraudulent
transactions. Conceding that such losses are a cost of doing business, the
banking community plans for fraud in financial terms by allocating money to
cover this loss in their operating budgets.
Conducting
safe and effective e -commerce requires a highly secure and cost-effective
method for authorizing and authenticating e-commerce financial transactions
today.
The
technologies that have been implemented do little to ensure that the purchase
is
authentic and/or authorized. B
ioAuthorize
technology is expected to deliver a biometric-focused technology solution to
provide this much needed capability.
Marketing
Strategy
The
services and product offerings that BioAuthorize expects to deliver once
development and implementation are completed should provide a lower cost, more
convenient, and more secure alternative for merchants and consumers. Additional
capital investments in physical infrastructure, or in new electronic components,
are not required in order to take advantage of the BioAuthorize payment
solution. Also, both merchants and consumers should find it easy to use
this expedited payment process. Finally, the use of the service and
product offerings are expected to provide real protection against identity
theft
and credit card fraud.
As
merchants will drive consumer adoption of this new payment option, BioAuthorize
will focus initial marketing efforts on merchants that make sales online and
later focus will be on point-of-sale merchants. Merchants will be attracted
to
BioAuthorize’s payment option because of the low transaction fees.
BioAuthorize
will develop a marketing mix for its product and service offerings, ensuring
that these offerings are packaged for efficient reception in the marketplace,
priced appropriately, and ready to take to market. Finally, sales strategies
per
target market segment will be delivered along with all necessary personal
selling tools.
Initial
inquiries with various merchants, although limited in quantity and scope,
indicate a ready market for BioAuthorize’s voice-enabled payment authorization
and processing service. This solution can be integrated into online, as well as
retail point of sale, merchant applications. BioAuthorize has contacted several
merchants across segments of these key markets regarding their interest in
participating in a beta test program with the
prototype
of the voice-enabled payment authorization and processing technology
.
The
responses have been favorable. (Again, no beta test can commence until the
additional tasks regarding the prototype, as set forth above, are completed.)
Competition
and Market Factors
BioAuthorize
competition includes companies that do payment processing, consumer lending,
and/or biometric authentication. The closest competitor from a technology
perspective is VoicePay, a company based in the United Kingdom which is focused
on the European market. The closest competitor from a business model perspective
would be national banks who have acquired credit card payment processors.
Examples include JP Morgan Chase and its Paymentech program. Many of these
competitors have more significant relationships, greater financial resources
and
longer histories of successful operations in payment processing which may make
it difficult for us to compete.
Operational
Strategy
Outsourcing
is a key strategy throughout the early period to reduce overhead and capital
acquisition costs, while minimizing time to market. Core business administrative
capabilities have also been outsourced including payroll, human resources,
legal
and similar functions. Company benefits, including health insurance & life
insurance benefits, are now being offered to employees, which are expected
to
assist efforts to recruit new personnel. Accounting, Product Engineering, Core
IT, and Client Services are not expected to be outsourced.
Currently, BioAuthorize employs three (3) individuals.
Government
Regulation and Environmental Matters
With
completion of the disposition of Genesis Land on March 31, 2008, we have
eliminated our land development business and expect to focus all our efforts
on
the development and implementation of the BioAuthorize technology. Therefore
the
governmental regulation and environmental matters that relate to our past real
estate development activities are not expected to be factors to be considered
in
our future.
With
regard to the BioAuthorize voice-enabled payment authorization and processing
technology, the consumer lending function is subject to federal and state
governmental regulation. In addition, we must adhere to regulations related
to
privacy of consumer information. We believe that compliance with these laws,
regulations and rules in the context of our anticipated service and product
offerings will be manageable. However, our failure to comply with any or all
of
these requirements will have a material adverse effect on our business.
RESULTS
OF OPERATIONS
Revenues
We
are a
development stage company and have not generated revenues since inception on
August 23, 2006.
Selling,
General and Administrative Expense
Consolidated
selling, general and administrative expenses for the three months ended March
31, 2008 were $414,302 as compared to $141,589 in March 31, 2007. The increase
in the expenses is related to the acquisition of BioAuthorize, Inc. which is
a
development stage company.
Interest
expense for the three months ended March 31, 2008 was $192 as compared to $0.00
in March 31, 2007. This decrease is a result of paying off the outstanding
loans
made by our directors.
The
net
loss for three months ended March 31, 2008 was ($440,353) as compared to a
net
income in March 31, 2007 of ($145,625). The decrease is primarily associated
with the acquisition of BioAuthorize, Inc. which is a development stage company.
LIQUIDITY
AND CAPITAL RESOURCES
Our
principal capital requirements are to fund operations and capital expenditures
which have been made exclusively through our wholly owned real estate subsidiary
Genesis Land until it was spun out on March 31, 2008. With the disposition
of
Genesis Land we will no longer be able to fund any of our capital requirements
from this affiliate. Currently, our cash on hand and expected cash flow is
not
substantial enough to sustain the Company for more than thirty (30) days. We
are
actively and aggressively seeking additional capital but no assurance can be
made that we will obtain additional capital or that additional capital may
be
obtained on terms and conditions that are acceptable to us.
The
Company’s operating capital requirements have been funded primarily through
investor funds and the raising of capital through our existing shareholders.
Cash
used
and provided by operating activities for the three months ended March 31, 2008
was ($391,226) as compared to ($142,417) for the period ending March 31, 2007.
The change is due primarily to the reduction in the sale of residential land,
the disposition of Genesis Land and the acquisition of BioAuthorize during
the
period.
Critical
Accounting Policies
Stock
Based Compensation
In
December 2004, the FASB issued a revision of SFAS No. 123 ("SFAS No. 123(R)")
that requires compensation costs related to share-based payment transactions
to
be recognized in the statement of operations. With limited exceptions, the
amount of compensation cost will be measured based on the grant-date fair value
of the equity or liability instruments issued. In addition, liability awards
will be re-measured each reporting period. Compensation cost will be recognized
over the period that an employee provides service in exchange for the award.
SFAS No. 123(R) replaces SFAS No. 123 and is effective as of the beginning
of
January 1, 2006.
FSP
FAS
123(R)-5 was issued on October 10, 2006. The FSP provides that instruments
that
were originally issued as employee compensation and then modified, and that
modification is 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 the 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. The
Company has adopted SP FAS No. 123(R)-5 but it did not have a material impact
on
its consolidated results of operations and financial condition.
Accounting
Policies and Estimates
The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management
to
make certain 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 and the reported amounts of revenues and
expenses during the reporting period.
Our
management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates as a result of different assumptions
or
conditions.
As
such,
in accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management’s initial estimates as reported. A summary of significant accounting
policies are detailed in notes to the financial statements which are an integral
component of this filing.
Revenues
The
Company has adopted the Securities and Exchange Commission’s Staff Accounting
Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation
and disclosure of revenue in financial statements.
Long-Lived
Assets
Statement
of Financial Accounting Standards No. 144. “Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed,” requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the historical cost carrying value of an asset
may
no longer be appropriate. The Company assesses recoverability of the carrying
value of an asset by estimating the future net cash flows expected to result
from the asset, including eventual disposition. If the future net cash flows
are
less than the carrying value of the asset, an impairment loss is recorded equal
to the difference between the asset’s carrying value and fair value. This
standard did not have a material effect on the Company’s results of operations,
cash flows or financial position.
Additional
Information
Genesis
files reports and other materials with the Securities and Exchange Commission.
These documents may be inspected and copied at the Commission’s Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You can obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. You can also get copies of documents that the
Company files with the Commission through the Commission’s Internet site at
www.sec.gov
.
ITEM 3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
We
do not
hold any derivative instruments or other market risk sensitive instruments
and
do not engage in any hedging activities. As a result, we have no exposure to
potential loss in future earnings, fair values or cash flows as a result of
holding any market risk sensitive instruments. Most of our activity is the
development stage and development of our technology.
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
(a)
Evaluation of Disclosure Controls and Procedures.
Based
upon an evaluation of the effectiveness of the Company’s disclosure controls and
procedures performed by the Company’s management, with participation of the
Company’s Chief Executive Officer, Chief Operating Officer, and its Chief
Accounting Officer as of the end of the period covered by this report, the
Company’s Chief Executive Officer, Chief Operating Officer, and its Chief
Accounting Officer concluded that the Company’s disclosure controls and
procedures have been effective in ensuring that material information relating
to
the Company, including its consolidated subsidiary, is made known to the
certifying officers by others within the Company and the Bank during the period
covered by this report.
As
used
herein, “disclosure controls and procedures” mean controls and other procedures
of the Company that are designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under
the
Securities Exchange Act is accumulated and communicated to the Company’s
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Management’s
Report on Internal Control over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Rule 13a-15(f)
under the Exchange Act. Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability
of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States.
Under
the
supervision and with the participation of the Chief Executive Officer, the
Chief
Operating Officer and the Chief Accounting Officer, we conducted an evaluation
of the effectiveness of our control over financial reporting based on the
framework in
Internal
Control-Integrated Framework
issued
by
the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Based on our evaluation under the framework, management has
concluded that our internal control over financial reporting was effective
as of
March 31, 2008.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Therefore, even those systems determined to
be
effective can provide only reasonable assurance of achieving their control
objectives. Furthermore, smaller reporting companies face additional
limitations. Smaller reporting companies employ fewer individuals and find
it difficult to properly segregate duties. Often, one or two individuals
control every aspect of the Company’s operation and are in a position to
override any system of internal control. Additionally, smaller reporting
companies tend to utilize general accounting software packages that lack a
rigorous set of software controls.
Our
management, with the participation of the Chief Executive Officer,
the
Chief
Operating Officer and the Chief Accounting Officer
,
evaluated the effectiveness of the Company’s internal control over financial
reporting as of March 31, 2008. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of
the
Treadway Commission (COSO) in Internal Control — Integrated Framework.
Based on this evaluation
under
the
framework
,
our
management concluded that our internal control over financial reporting was
effective as of March 31, 2008.
(b)
Changes
in Internal Control over Financial Reporting.
There
were no changes in our internal control over financial reporting, as defined
in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently
completed fiscal quarter ended March 31, 2008 that have materially affected,
or
are reasonably likely to materially affect, our internal control over financial
reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
The
Company is not involved in any claims and legal actions that would not be
considered ordinary routine litigation that is incidental to the business.
ITEM
1A - Risk Factors
There
have been no material changes from risk factors as previously disclosed in
our
Form 10-KSB in response to Item1A to Part 1 of Form 10-KSB except as
follows:
Under
the section entitled - II. Risks Associated with Our Current Stage of
Business
We
May Not Have Access to Sufficient Capital to Pursue Further Development of
the
BioAuthorize Business and Technology and Therefore Would Be Unable to Achieve
Our Planned Future Growth:
We
intend
to pursue a growth strategy that includes development of the BioAuthorize
business and technology. Currently we have limited capital which is insufficient
to pursue our plans for development and growth. Our ability to implement our
growth plans will depend primarily on our ability to obtain additional private
or public equity or debt financing. Since the date of our report on Form 10-KSB
filed on March 31, 2008 we have been unsuccessful in raising additional capital.
We have stopped paying the salaries of our three employees and have deferred
payment of those salaries. Based upon our current needs, our cash on hand and
expected cash flow is not substantial enough to sustain the Company for more
than thirty (30) days. We are currently seeking and continue to seek additional
capital. Such financing may not be available timely or at all, or we may be
unable to locate and secure additional capital on terms and conditions that
are
acceptable to us. Our failure to obtain additional capital will have a material
adverse effect on our business.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
SECURITIES
There
were no changes in securities and small business issuer purchase of equity
securities during the
three
(3)
months ended March 31, 2008, except as follows:
On
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 acquired approximately 80% 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. As of May 7, 2008, the former BioAuthorize
shareholders hold approximately 79% of our issued and outstanding common stock.
Our executive management team consisting of Yada Schneider, G. Neil Van Wie
and
Gerald B. Van Wie received approximately 63.80% of the outstanding shares of
the
Company’s common stock on a fully diluted basis in the share
exchange.
Effective
March 31, 2008, we disposed of all of our interest in Genesis Land, Inc. by
way
of a share exchange with the Bankston Third Family Limited Partnership
(
“Bankston”
).
Under
terms of the Share Exchange Agreement dated February 18, 2008, we transferred
all of the capital stock of Genesis Land to Bankston in exchange for 16,780,226
shares of common stock of the Company held by Bankston.
ITEM
3.
DEFAULT
UPON SENIOR SECURITIES
There
were no defaults upon any senior securities of the Company during the period
ended March 31, 2008
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There
were no defaults upon any senior securities of the Company during the period
ended March 31, 2008
.
ITEM
5. OTHER INFORMATION
None
ITEM
6. EXHIBITS
Exhibit #
|
|
Description
|
31.1
|
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
Executive Officer
|
31.2
|
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
Financial Officer
|
32.1
|
|
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
Executive Officer
|
32.2
|
|
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
Financial Officer
|
Reports
on Form 8-K
During
the last quarter of the year ended December 31, 2007 we filed no reports on
Form
8-K. During the first quarter ended March 31, 2008 we filed the following
reports on Form 8-K:
January
3, 2008 for report dated November 5, 2007 regarding the appointment of Lenny
Amado as a director.
February
22, 2008 for report dated February 18, 2008 regarding the acquisition of
BioAuthorize, Inc., the share exchange with the BioAuthorize Shareholders and
the transaction for the conveyance of all ownership interest in Genesis Land,
Inc. to the Bankston Third Family Limited Partnership in exchange for 16,780,226
shares of our common stock no later than March 31, 2008.
March
5,
2008 for report dated March 3, 2008 regarding the change in the Company’s
principal independent accountant.
March
21,
2008 for the report dated March 17, 2008 regarding the extension of the closing
of the Genesis Land, Inc. transaction with the Bankston Third Family Limited
Partnership from March 17 to March 31, 2008.
April
4,
2008 for the report dated march 31, 2008 regarding the closing of the
transaction for the conveyance of all ownership interest in Genesis Land, Inc.
to the Bankston Third Family Limited Partnership in exchange for 16,780,226
shares of our common stock.
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, thereunto duly
authorized.
Date:
May 15, 2008
|
|
Genesis
Holdings, Inc.
By:
/s/ Yada Schneider
|
|
|
Yada
Schneider
|
|
|
President
and Chief Executive Officer (Principal Executive Officer)
|
Date:
May 15, 2008
|
|
By:
/s/ Neil Van Wie
|
|
|
Neil
Van Wie
|
|
|
Vice-President
and Chief Financial Officer (Principal Financial Officer)
|
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