Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14F-1
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14F OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14F-1 THEREUNDER
GENESIS
HOLDINGS, INC.
(Name
of Small Business Issuer in Its Charter)
|
Nevada
|
000-33073
|
20-2775009
|
|
(State
or other jurisdiction of
Incorporation
of organization)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
15849
N.
71st
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)
|
|
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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INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
|
GENESIS
HOLDINGS, INC. IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS
DESCRIBED IN THIS INFORMATION STATEMENT. NO VOTE OR OTHER ACTION BY
SHAREHOLDERS OF GENESIS HOLDINGS, INC. IS REQUIRED TO BE TAKEN IN CONNECTION
WITH THIS INFORMATION STATEMENT.
This
Information Statement is being mailed on or about May
13,
2008,
to the
holders of record at the close of business on April 25,
2008
of the
outstanding shares of common stock, $.001 par value, of Genesis Holdings, Inc.,
a Nevada corporation ("we,"
"us,"
"our,"
or the
"Company"),
in
connection with the change of control and composition of our board of directors
as contemplated by the Share Exchange Agreement dated February 18,
2008
("Exchange
Agreement"),
by
and among the Company, BioAuthorize, Inc., a Colorado corporation ("BioAuthorize")
and
the shareholders of BioAuthorize. In this Information Statement we
refer to the transactions contemplated under the Exchange Agreement as,
collectively, the "Exchange
Transaction,"
and we
refer to the consummation of Exchange Transaction, which took place on February
18, 2008, as the "Closing."
This
Information Statement is being provided solely for information purposes and
not
in connection with a vote of our shareholders.
Under
the
terms of the Exchange Agreement, we are required, following the Closing, to
file
this Information Statement with the Securities and Exchange Commission
("SEC")
and to
mail this Information Statement to each registered holder of our common stock.
The
change of control and composition of our board of directors will not occur
until
not less than 10 calendar days following the filing of this Information
Statement with the SEC and the transmission of this Information Statement to
all
holders of record of our Common Stock as of the Record Date of April 25, 2008.
This
Information Statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"),
and
Rule 14f-1 promulgated thereunder. The information contained in this Information
Statement concerning BioAuthorize, the directors to be appointed to our board
of
directors as contemplated by the Exchange Agreement and the individuals to
be
appointed as our executive officers has been furnished to us by BioAuthorize,
and we assume no responsibility for the accuracy or completeness of any such
information.
CHANGE
IN CONTROL TRANSACTION
The
Exchange Agreement provided that the shareholders of BioAuthorize would exchange
all of the shares of BioAuthorize common stock they own, which represents all
of
the issued and outstanding shares of capital stock of BioAuthorize in exchange
for, in the aggregate, 20,000,000 shares of our common stock. The
20,000,000 shares were distributed to the BioAuthorize shareholders at a ratio
of 151.36035 shares of our common stock for every one (1) share of BioAuthorize
capital stock, regardless of class or series, owned by the BioAuthorize
shareholders. Upon completion of the transactions under the Exchange
Agreement, BioAuthorize became our wholly-owned subsidiary. The
issuance of our shares of common stock to the BioAuthorize shareholders was
intended to be exempt from registration under the Securities Act of 1933, as
amended (the "Securities
Act"),
pursuant to Section 4(2) thereof and under applicable state securities
laws.
Upon
the
Closing of the Exchange Agreement, there was a change of control of the
Company. Immediately before the Closing, we had 21,780,226 shares of
common stock outstanding. The Exchange Agreement also required the
Company
to transfer all interests in its wholly-owned real estate subsidiary, Genesis
Land, Inc., to the Bankston Third Family Limited Partnership (“Bankston”)
in
exchange for 16,780,226 shares of common stock of the Company owned by Bankston
(the “Genesis
Land Transaction”).
Bankston delivered the 16,780,226 shares of common stock for the Genesis Land
Transaction exchange at the Closing. Effective March 31, 2008, we closed the
Genesis Land Transaction and transferred all of the Capital Stock of Genesis
Land, Inc. to Bankston. Bankston now owns Genesis Land. Immediately
following the Closing, we had 25,000,000 shares of common stock outstanding,
of
which the BioAuthorize shareholders, in the aggregate, owned 20,000,000 shares,
or approximately 80% of our then outstanding common stock.
In
addition, pursuant to provisions of the Exchange Agreement following the
10-day period after this Information Statement is filed with the SEC and mailed
to our registered shareholders, two of our current directors, Larry Don Bankston
and Lenny Amado, will resign and the remaining director, Yada Schneider, will
appoint Gerald Van Wie and G. Neil Van Wie to our board of directors. Mr.
Schneider was appointed as a director on February 18, 2008 pursuant to
requirements of the Exchange Agreement. Our
bylaws provide that the board of directors may appoint new members to fill
any
vacancies on the board of directors. As
a
result, the number of members of our board of directors will remain three,
all
of which were designated by BioAuthorize.
Our
common stock is the only class of equity security that we currently have
outstanding and which are entitled to vote. Each share of our common
stock entitles the holder thereof to one vote. As of April 25, 2008,
there were 23,725,000 shares of our common stock outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As
of
April 25, 2008 we had 23,725,000 shares of common stock
outstanding. The following tables sets forth information regarding
the beneficial ownership of our common stock immediately before and after the
Closing of the Exchange Transaction with respect to (i) our named executive
officers and directors; (ii) our named executive officers and directors as
a
group; and (iii) all persons which we, pursuant to filings with the SEC and
our stock transfer record by each person or group, know to own more than 5%
of
the outstanding shares of our common stock. Under SEC rules, a person
(or group of persons) is deemed to be a "beneficial
owner"
of a
security if he or she, directly or indirectly, has or shares the power to vote
or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A
person is also deemed to be a beneficial owner of any security, which that
person has the right to acquire within 60 days, such as warrants or options
to
purchase shares of our common stock. Unless otherwise noted, each person has
sole voting and investment power over the shares indicated below subject to
applicable community property law.
Immediately
Prior to the Closing
|
Title
of Class
|
Name
& Address of Beneficial Owner (1)
|
Amount
and Nature of Beneficial Ownership (2)
|
Percentage
of Class (3)
|
|
Common
Stock
|
Larry
Don Bankston, Director
|
19,000,000
(4)
|
87.24%
|
|
Common
Stock
|
Jason
Pratte, President, CEO, CFO, Director
|
0
|
n/a
|
|
Common
Stock
|
Directors
and Officers as a group, 2 people
|
19,000,000
|
87.24%
|
(1)
The address of each beneficial owner is c/o Genesis Holdings, Inc., 1525 Clover
Hill Road, Mansfield, Texas 76063.
(2)
All
of
the shares shown are held by individuals or entities possessing sole voting
and
investment power with respect to such shares.
(3)
The
"Percentage of Class" is calculated by dividing the amount of shares
beneficially owned by the sum of 21,780,226 which is the total outstanding
shares of common stock of the Company. (The sum includes the number of shares
of
common stock identified in Note 4 below).
(4)
Includes 16,780,226 shares of common stock delivered by the Bankston Third
Family Limited Partnership, of which Larry Don Bankston is the controlling
partner, to the Company pursuant to requirements of but prior to the closing
of
the Genesis Land Transaction.
As
of April 25, 2008
|
Title
of Class
|
Name
& Address of Beneficial Owner (1)
|
Amount
and Nature of Beneficial Ownership (2)
|
Percentage
of Class (3)
|
|
Common
Stock
|
Larry
Don Bankston, Director
1525
Clover Hill Road, Mansfield, TX 76063
|
2,219,774
(4)
|
9.36%
|
|
Common
Stock
|
Yada
Schneider, President, CEO, CFO, Director
|
7,128,000
|
30.04%
|
|
Common
Stock
|
Gerald
B. Van Wie,
Vice President, Chief Operating Officer and Chief Technical Officer
of the
Company
|
7,128,000
|
30.04%
|
|
Common
Stock
|
G.
Neil Van Wie, Vice
President and Chief Financial Officer
|
880,000
|
3.71%
|
|
Common
Stock
|
Members
Only Financial, Inc.
16680
N. 174th
Lane
Surprise,
AZ 85388
|
2,464,000
|
10.39%
|
|
Common
Stock
|
Soliton,
LLC
49
W. River Road
Rumson,
NJ 07760
|
1,125,000
|
4.74%
|
|
Common
Stock
|
Directors
and Officers as a group, 4 people
|
17,355,774
|
73.15%
|
(1)
The address of beneficial owners Yada Schneider, Gerald B. Van Wie and G. Neil
Van Wie is c/o Genesis Holdings, Inc. is 15849 N. 71st Street, Suite 226,
Scottsdale, AZ 85254-2179.
(2)
All
of
the shares shown are held by individuals or entities possessing sole voting
and
investment power with respect to such shares.
(3)
The
"Percentage of Class" is calculated by dividing the amount of shares
beneficially owned by the sum of 23,725,000 which is the total outstanding
shares of common stock of the Company.
(4)
Includes 2,219,774 shares of common stock held by the Bankston Third Family
Limited Partnership, of which Larry Don Bankston is the controlling
partner.
To
our
knowledge, none of our directors, officers or affiliates, and no owner of record
or beneficial owner of more than 5% of our securities, or any associate of
any
of the foregoing, is a party adverse to us, or has a material interest adverse
to us, in any material proceeding.
DIRECTORS
AND EXECUTIVE OFFICERS
Our
board
of directors currently consists of three members, Mr. Yada Schneider, Mr. Larry
Don Bankston and Mr. Lenny Amado. Mr. Jason Pratte, who was
appointed as our President, CEO and a director in July 2006, resigned from
such positions effective February 18,
2008.
Following
the 10-day period after this Information Statement is mailed to our registered
shareholders, Mr. Bankston and Mr. Amado will resign from our board and our
remaining director, Yada Schneider, will appoint G. Neil Van Wie and Gerald
B.
Van Wie to our board of directors.
Our
bylaws provide that the board of directors may appoint new members to fill
any
vacancies on the board of directors.
Set
forth
below is certain information regarding our current executive officers and
directors, as well as information regarding the individuals that will be
appointed to the offices discussed above. There are no family
relationships among members of our management or our board of directors,
except that Neil Van Wie is the father of Gerald Van Wie.
|
Name
|
Position
|
Age
|
Held
Position Since
|
|
Don
Bankston
|
Director
|
60
|
July
2006
|
|
Lenny
Amado
|
Director
|
|
February
2006
|
|
Yada
Schneider
|
Director,
President and Chief Executive Officer
|
37
|
February
2008
|
|
G.
Neil Van Wie
|
Vice
President, Chief Financial Officer
|
58
|
February
2008
|
|
Gerald
B. Van Wie
|
Vice
President, Chief Operating Officer and Chief Technical
Officer
|
36
|
February
2008
|
Lenny
Amado Mr.
Amado
began serving as the Vice President of Operations for Nutritional Beverages,
a
dietary supplements manufacturer based in Phoenix, Arizona, in August of 2003.
In January of 2006 he also took over the daily operations management for Aerobic
Life Industries, a sales and marketing company based in Phoenix, Arizona, which
focuses on selling dietary supplement products. All manufacturing and sales
for
both companies are housed in a 15000 square foot facility with 22 employees.
Prior to joining Nutritional Beverages and Aerobic Life Industries, Mr. Amado
worked from 2001 to 2003 as the General Manager of Bottled Water Images in
Phoenix, Arizona, a bottled water company selling niche products to retail
markets.
Larry
Don Bankston
Since
1985, Mr. Bankston has been the Chief Executive Officer of Bankston Electric
Company, Inc. (BECI), a commercially licensed electrical contracting company
based in Texas. BECI serves the Dallas and Fort Worth metropolitan area
providing services in new construction, remodeling, repair and trouble call
related electrical services including today’s latest computerized motor
controls, equipment and appliance applications. Mr. Bankston created Genesis
Land Development, LLC with two partners in July 2003. In July 2004 Mr. Bankston
bought out the two other partners and owned the company exclusively until its
merger with AABB. Genesis Land Development completed its first residential
development in 2005, which consisted of the 55 acre, 172 lot “Bankston Meadows”
development. Mr. Bankston has devoted an average of 40 hours per week to the
business of Genesis over the last year.
Yada
Schneider
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.
G.
Neil Van Wie
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
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.
BOARD
OF DIRECTORS' MEETINGS AND COMMITTEES
Board
Meetings
During
the fiscal year ended December
31, 2007,
our
board of directors held no meetings. Our board of directors has not established
any committees.
Committees
of the Board of Directors
Our
board
of directors has not established any committee of the board of
directors. All matters relating to audit, compensation and
nominations are considered and acted upon by the board of
directors. Following the Closing, the then current directors intend
to meet to determine which committees to establish and the persons most
appropriate to serve on such committees, if any. However, no
assurance can be given that our board of directors will establish any
committees.
Nominee
Recommendation Procedures
Our
board
of directors has not established a formal process for shareholders to nominate
directors or to send communications to members of the board of
directors. As of the date of this filing, our board of directors has
never received any nominations from shareholders. Any stockholder may
send a communication or nomination to any member of the board of directors
to
our address at 15849
N.
71st
Street,
Scottsdale, AZ 85254-2179
Attn:
Chief Executive Officer. If we receive a communication, it will be forwarded
to
the relevant member of our board of directors, and if we receive a director
nomination, it will be forwarded to the entire board of directors.
None
of
our existing or incoming directors would be considered independent under the
definition of independence used by any national securities exchange or any
inter-dealer quotation system, other than Mr. Amado.
Although
the Company is not subject to any listing standards with respect to director
independence, for purposes of this determination, the Company used the NASDAQ
director independence standard for evaluating director independence
EXECUTIVE
COMPENSATION
The
following table sets forth all compensation awarded to, earned by, or paid
to
our named executive officers during the fiscal year ended December
31,
2007. For
purposes of this report, our named executive officers include all individuals
serving as principal executive officer or acting in a similar capacity during
the last completed fiscal year, regardless of compensation level; and our two
most highly compensated executive officers, other than our principal executive
officer, who were serving as executive officers at the end of the last completed
fiscal year; and up to two additional individuals for whom disclosure would
have
been provided pursuant to the preceding clause but for the fact that the
individual was not serving as our executive officer at the end of the last
completed fiscal year.
Executive
Compensation
|
Name
and Principal Position
|
Year
|
Salary
|
All
Other Compensation
|
Total
|
|
Jason
Pratte, CEO
|
2005
|
0
|
0
|
0
|
| |
2006
|
0
|
0
|
0
|
| |
2007
|
0
|
0
|
0
|
There
was
no compensation paid to any other director or officer during the fiscal years
ended December 31, 2005-2007.
The
Company had no employment agreement with its only executive officer,
Mr. Pratte, during
the fiscal years ended December 31, 2005-2007.
The
newly appointed executive officers as of February 18, 2008, Yada Schneider,
G.
Neil Van Wie and Gerald B. Van Wie, do not have employment agreements with
the
Company, but do have employment agreements with BioAuthorize, Inc. which
became a wholly-owned subsidiary of the Company on February 18, 2008.
None
of
the named executive officers hold any equity awards.
Director
Compensation
Other
than the reimbursement of actual and ordinary out-of-pocket expenditures, we
did
not compensate any of our directors for their services as directors during
2007,
nor do we have any such compensation arrangements currently in
place. In the future, we may adopt a policy of paying directors a fee
for their attendance at board and committee meetings.
We
plan
to enter into indemnification agreements with each of our directors (and our
executive officers) on terms which we believe are reasonable and customary
and
comparable to those entered into by other publicly-traded companies in the
United States.
On
July
1, 2006, Genesis Holdings entered into a Merger Agreement with Genesis Land
Development, LLC to acquire 100% of the ownership interests of Genesis Land
Development, LLC as a wholly-owned subsidiary in exchange for the issuance
to
the Bankston Third Family Limited Partnership of 19,000,000 shares of Genesis
Holdings common stock. Genesis
Land Developments, LLC merged into AABB Acquisition Sub, Inc., a Nevada
corporation that changed its name post-merger to Genesis Land, Inc.
Mr.
Bankston controls the Bankston Third Family Limited Partnership, the sole equity
holder in Genesis Land Development, LLC prior to the July 1, 2006 merger.
Genesis Land Development, LLC was
organized in Texas on September 8, 2003 for the purpose of developing a 55.509
acre tract of land within the Dallas, Texas metro area. The real estate was
contributed to
Genesis Land Development, LLC
by
Larry
Don
Bankston on September 30, 2003. Other
than through beneficial ownership of that entity, there was no prior
relationship between Mr. Bankston and the Company.
On
January 1, 2006, Genesis Holdings entered into Consulting Agreements with
William
Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital,
whereby
William
Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital
agreed
to provide consulting services to the Company for a one-year period. In exchange
for entering into the agreement and performing the services required thereby,
William
Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital
received
an aggregate of 1,800,000 shares of common stock in the Company. The Company
is
not required to make any additional payments to William
Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital,
but is
responsible for reimbursing certain expenses incurred to William
Lane, RD Bickerstaff, Laura Poulson, and Heritage West Capital
during
the performance of their duties.
Genesis
entered into seven notes payable dated from January 28, 2005 through April
29,
2005 payable to Larry Don Bankston. The loans bear interest at a rate of 7%.
Principal is due on demand. The outstanding principal balance and accrued
interest on these notes, in the total amount of $266,622, was paid in full
during the three month period ended September 30, 2007.
Under
the
terms of the Exchange Agreement we acquired the business of BioAuthorize through
an acquisition of all of its outstanding stock from its
shareholders. In exchange we issued, in the aggregate, 20,000,000
shares of our common stock to the BioAuthorize shareholders. As a
result, BioAuthorize became our wholly owned subsidiary and the BioAuthorize
shareholders owned approximately 80% of our outstanding stock on a fully diluted
basis. In connection with the Closing of the Exchange Agreement, we
issued shares of our common stock to the individuals being appointed to our
board of directors as discussed herein in exchange for their shares of
BioAuthorize stock. Yada
Schneider, G. Neil Van Wie and Gerald B. Van Wie own approximately 63.80% of
the
issued and outstanding shares of the Company’s common stock on a fully diluted
basis. See
"SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,"
above.
None
of
the Company’s directors would
be
considered independent under the definition of independence used by any national
securities exchange or any inter-dealer quotation system, other than Mr.
Amado.
Although
the Company is not subject to any listing standards with respect to director
independence, for purposes of this determination, the Company used the NASDAQ
director independence standard for evaluating director independence.
Parent
Companies
We
do not
have a parent company.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a)
of the Exchange Act requires our directors, executive officers and beneficial
owners of more than 10% of a registered class of our equity securities to file
with the SEC initial reports of ownership and reports of changes in ownership
of
our common stock and other equity securities. Directors, executive officers
and
greater than 10% beneficial owners are required by SEC regulations to furnish
to
us copies of all Section 16(a) reports they file. Based solely
on the review of the copies of such reports that were furnished to us, we
believe that all reporting requirements under Section 16(a) for the fiscal
year ended December 31,
2007
were met
in a timely manner by our directors, executive officers and greater than 10%
beneficial owners except for the report on Form 3 filed on July 6, 2007 by
Jason
Pratte, the former President and CEO of the Company, and the Form 3 filed by
Larry Don Bankston on July 26, 2007.
Both of
these report were filed late.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Information Statement on Schedule 14F-1 to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
GENESIS
HOLDINGS, INC.
|
|
|
|
|
|
|
|
Dated:
May 12, 2008
|
By: /s/
Yada Schneider
|
|
|
|
Yada
Schneider, President and CEO
|