Genesis Holdings, Inc. Completes Share Exchange with BioAuthorize, Inc.
February 22 2008 - 11:13AM
Business Wire
Genesis Holdings, Inc. (OTCBB:�GENH), a real estate concern, is
pleased to announce that it has completed a share exchange whereby
BioAuthorize, Inc. has become a wholly-owned subsidiary of Genesis
Holdings, Inc., a public company. As part of the share exchange,
Genesis Holdings issued shares of its common stock to the
shareholders of BioAuthorize, and these former BioAuthorize
shareholders now own 80% of Genesis Holdings' total outstanding
securities on a fully-diluted basis. BioAuthorize redefines payment
processing by coupling a new financial instrument with a
patent-pending payment solution. Lines of credit are issued to
qualified consumers that can be used at participating merchants.
BioAuthorize employs the latest technologies to enable automated
biometric identification for payment authorization. Both consumers
and merchants benefit from the low cost, convenience, and security
delivered by this service. Yada Schneider (BioAuthorize's President
and CEO) has joined the Board and assumed the role of President and
CEO for Genesis Holdings. Gerald B. Van Wie and G. Neil Van Wie
from BioAuthorize have assumed the roles of Vice President, COO and
Vice President, CFO, respectively. Jason Pratte, former President,
CEO and a director of Genesis Holdings, resigned as part of the
share exchange at closing. It is a post-closing condition that
Larry Don Bankston and Lenny Amado (presently directors of Genesis
Holdings) will resign from the Board; G. Neil Van Wie and Gerald B.
Van Wie will be appointed to the Board; and Genesis Holdings will
spin-off its real estate assets. The post-exchange entity,
consisting of Genesis Holdings and its wholly-owned subsidiary,
BioAuthorize, will continue to build and develop its patent-pending
voice-enabled payment authorization service. Mr. Schneider
commented, �It is our belief that becoming a reporting company, and
hopefully a trading company in the future, will assist us in taking
our BioAuthorize service to market.� The Company intends to change
its name to "BioAuthorize Holdings, Inc.", and also intends to
transfer its remaining Texas real estate assets to its former
majority shareholder, the Bankston Third Family Limited
Partnership. This asset transfer will leave Genesis Holdings with
only one subsidiary, BioAuthorize. About Genesis Holdings Genesis
Holdings, Inc., together with its subsidiary BioAuthorize, Inc.
(www.bioauthorize.com), is a developer and provider of innovative
payment and consumer credit solutions with enhanced security
features. BioAuthorize has created a new payment option that works
exclusively with its innovative technology, revolutionizing the way
that financial transactions are processed today. BioAuthorize
combines two mature and proven business models (consumer credit
lending & payment processing) with disruptive authentication
technology. Safe Harbor Statement Statements in this news release
about Genesis Holdings' future expectations, including: the
advantages of our products and services, anticipated advantages
resulting from the share exchange, the proposed spin-off of our
real estate operations, and all other statements in this release,
other than historical facts, are �forward-looking statements�
within the meaning of Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934, and as that
term is defined in the Private Securities Litigation Reform Act of
1995. Genesis Holdings intends that such forward-looking statements
be subject to the safe harbors created thereby. It is important to
note that actual results and ultimate corporate actions could
differ materially from those in such forward-looking statements
based on such factors as acceptance of Genesis Holdings� products
and services in the marketplace, new products and services
developed by other companies, market share garnered by competitors,
ability to maintain vendor and customer relationships, failure to
meet conditions precedent to the proposed spin-off resulting in the
company having two subsidiaries in unrelated industries and without
management experienced in real estate matters, and other risks
detailed from time to time in Genesis Holdings' reports filed with
the SEC. Genesis Holdings undertakes no duty to update
forward-looking statements.
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