Genesis Holdings, Inc. - Current report filing (8-K)
February 22 2008 - 1:30PM
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):
February
22, 2008 (February 18, 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
1.01
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Entry
Into 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
3.02
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Unregistered
Sales of Equity Securities
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3
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Item
5.01
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Changes
in Control of Registrant
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3
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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4
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Item
7.01
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Regulation
FD Disclosure
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5
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Item
9.01
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Financial
Statements and Exhibits
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5
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Signatures
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5
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Exhibit
Index
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6
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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 under provisions of a share exchange agreement between the Company,
Genesis Land, Inc., and Bankston Third Family Limited Partnership dated February
18, 2008 (the “Genesis Land Agreement”).
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.
The
summary of the Agreement set forth above does not
purport to be a complete statement of the terms of the Agreement. The summary
is
qualified in its entirety by reference to the full text of the Agreement and
the
Genesis Land Agreement, which are attached to this report as Exhibits 2.1 and
2.2, respectively, and incorporated herein by this reference.
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.
Item
5.02
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
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(b)
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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.
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(c)
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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.
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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
7.01.
REGULATION
FD DISCLOSURE.
On
February 22, 2008, the Company announced the share exchange with BioAuthorize.
A
copy of the press release is attached to this report as Exhibit
99.1.
Item
9.01.
FINANCIAL
STATEMENTS AND EXHIBITS.
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(a)
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Financial
Statements of Business
Acquired
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The
financial statements required to be filed in this Form 8-K will be
filed
as soon as practicable, but not later than 71 calendar days after
the date
of filing of this Form 8-K.
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(b)
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Pro
Forma Financial
Information
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The
financial statements required to be filed in this Form 8-K will be filed as
soon
as practicable, but not later than 71 calendar days after the date of filing
of
this Form 8-K.
(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.
2.2
Share
Exchange Agreement dated February 18, 2008 by and among the Company, Genesis
Land, Inc. and the Bankston Third Family Limited Partnership.
99.1
Press Release dated February 22, 2008.
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:
February 22, 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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2.1*+
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Share
Exchange Agreement dated February 18, 2008 by and among the Company,
BioAuthorize and the BioAuthorize Shareholders list on Exhibit A
to the
Agreement.
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2.2*
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Share
Exchange Agreement dated February 18, 2008 by and among the Company,
Genesis Land, Inc. and the Bankston Third Family Limited
Partnership.
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99.1*
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Press
Release dated February 22,
2008.
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*Filed
herewith
+All
schedules have been omitted but will be furnished
supplementally to the Securities and Exchange Commission upon
request.
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