Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
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No. )
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GENESIS
HOLDINGS, INC.
15849
N.
71st
Street,
Suite 226
Scottsdale,
AZ 85254-2179
To
the
Stockholders of Genesis Holdings, Inc.,
This
Information Statement is furnished by the Board of Directors of Genesis
Holdings, Inc., a Nevada corporation ("we,"
"us," "our," or the "Company"),
to the
holders of record at the close of business on April 25,
2008
of the
outstanding shares of Common Stock, $.001 par value pursuant
to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange
Act").
The
purpose of this Information Statement is to inform our stockholders that on
April 24, 2008, holders of a majority of the voting capital stock of the Company
acted by written consent in lieu of a special meeting of stockholders to approve
amendments to our Articles
of Incorporation to change the name of the Company from Genesis Holdings, Inc.
to BioAuthorize Holdings, Inc. and to increase the number of authorized shares
of Common Stock from 25,000,000 to 100,000,000 and to authorize a total of
1,000,000 shares of Preferred Stock to be designated in series or classes as
our
board of directors shall determine.
This
Information Statement is prepared and delivered to meet the requirements of
Section 78.390 of the Nevada Revised Statutes.
The
amendments to our Articles of Incorporation to change the Company’ name and to
increase the authorized capital will not become effective until at least 20
days
after the initial mailing of the Definitive Information Statement.
No
action
is required by you. The
accompanying information statement is furnished only to inform our stockholders
of the action described above before it takes effect in accordance with Rule
14c-2 promulgated under the Securities Act of 1934, as amended. This Information
Statement is being mailed to you on or about May 13, 2008.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
PLEASE
NOTE THAT THE COMPANY'S CONTROLLING STOCKHOLDERS HAVE VOTED TO APPROVE THE
AMENDMENTS TO OUR ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S NAME AND TO
INCREASE THE AUTHORIZED CAPITAL OF THE COMPANY. THE NUMBER OF VOTES HELD BY
THE
CONTROLLING STOCKHOLDERS ARE SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE
REQUIREMENT FOR THESE ACTIONS AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE
NEEDED TO APPROVE THESE TRANSACTIONS.
By
Order
of the Board of Directors
Yada
Schneider,
President
and CEO
Scottsdale,
Arizona
May
12,
2008
GENESIS
HOLDINGS, INC.
15849
N.
71st
Street,
Suite 226
Scottsdale,
AZ 85254-2179
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INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(c) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14c-2 THEREUNDER
|
GENESIS
HOLDINGS, INC. IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS
DESCRIBED IN THIS INFORMATION STATEMENT. THE
ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE ALREADY BEEN APPROVED
BY
THE WRITTEN CONSENT OF SHAREHOLDERS WITH A MAJORITY OF THE VOTING RIGHTS.
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 expected to be 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"),
to
notify them about action that the holders of a majority of our outstanding
voting capital stock have taken by written consent in lieu of a meeting of
the
stockholders. This action was taken on April 24, 2008, in accordance with
relevant sections of the Nevada Revised Statutes. This action was taken by
our
majority stockholders who own in excess of the required majority of our
outstanding Common Stock necessary for adoption of the actions. The amendments
to our Articles of Incorporation to be made in connection with the matters
subject to approval of the stockholders will not be completed until at least
20
days after deliver of this Information Statement. The
Information Statement is being delivered only to inform you of the corporate
action described herein before it takes effect in accordance with Rule 14c-2
promulgated under the Securities Exchange Act of 1934, as amended.
We
have
asked brokers and other custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of the Common Stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING WILL
BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE
NOTE THAT THE COMPANY'S CONTROLLING STOCKHOLDERS HAVE VOTED TO APPROVE THE
AMENDMENTS TO OUR ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S NAME AND TO
INCREASE THE AUHTHORIZED CAPITAL OF THE COMPANY. THE NUMBER OF VOTES HELD BY
THE
CONTROLLING STOCKHOLDER IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE
REQUIREMENT FOR THE AMENDMENTS TO OUR ARTICLES OF INCORPORATION TO CHANGE THE
COMPANY’S NAME AND TO INCREASE THE AUHTHORIZED CAPITAL OF THE COMPANY AND NO
ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE
ACTIONS.
GENERAL
INFORMATION
This
Information Statement is provided in connection with the amendments to our
Articles of Incorporation (i) to change the name of the Company from Genesis
Holdings, Inc. to BioAuthorize Holdings, Inc. (the “Name
Change”)
and
(ii) to increase the number of authorized shares of Common Stock from 25,000,000
to 100,000,000 and to authorize a total of 1,000,000 shares of Preferred Stock
to be designated in series or classes and
the
number of each series or class including the voting powers, designations,
limitations, restrictions and relative rights of each series or class of stock
as
our
board of directors shall determine
in its
sole discretion
(“Share
Increase”)
(collectively, the amendments to our Articles of Incorporation for the Name
Change and the Share Increase are known as the “Amendments”).
The
required action for the Name Change was 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."
As a
result of the Exchange Transaction, all of our authorized capital stock was
issued and outstanding. Currently, we have 23,725,000 shares of Common Stock
issued and outstanding with only 1,275,000 additional shares of Common Stock
currently available for issuance. Although not required by the Exchange
Agreement, our board of directors has determined that the Share Increase is
in
the best interests of the Company. 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.
This
Information Statement is being furnished pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"),
and
Regulation 14C and corresponding rules 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.
PROPOSAL
TO
AMEND
OUR ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY,
TO
INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND TO AUTHORIZE SHARES OF
PREFERRED STOCK.
Description
of the Proposed Amendments
On
April
24, 2008, the board of directors unanimously approved amendments to the
Company’s Articles of Incorporation, subject to required stockholder approval
and the requirements of Regulation 14C, to
change
the name of the Company from Genesis Holdings, Inc. to BioAuthorize Holdings,
Inc. and to increase the number of authorized shares of Common Stock from
25,000,000 to 100,000,000 and to
authorize a total of 1,000,000 shares of Preferred Stock to be designated in
series or classes and
the
number of each series or class including the voting powers, designations,
limitations, restrictions and relative rights of each series or class of stock
as
our
board of directors shall determine in
its
sole discretion, (the “Amendments”)
with
the
Amendments to
be
effected upon the filing with the Secretary of State of the State of Nevada
the
appropriate amendment to our Articles of Incorporation.
The
full text of the proposed Amendments are set out in
Appendix A
to this
Information Statement. The
text
of the proposed Amendments are subject to modification to include such changes
as may be required by the office of the Secretary of State of Nevada or as
our
board of directors deems necessary and advisable to effect the Name Change
and
the Share Increase.
Following
approval of the Amendments by our board of directors, action was taken on April
24, 2008 to approve the Amendments without a meeting of the stockholders by
written consent signed by a majority of the voting power of the stockholders
as
required by Nevada law. Therefore,
the Amendments have been approved by our board of directors and shareholders
but
will not become effective until the Amendments are filed with the Secretary
of
State of the State of Nevada. No filing of the Amendments can be made with
the
Secretary of State of the State of Nevada until at
least 20 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.
Reasons
for the Name Change
Provisions
of the Exchange Agreement require us to proceed with the name change so we
are
contractually bound to do so. With the Exchange Transaction, we have acquired
BioAuthorize, Inc. as a wholly-owned subsidiary and through that entity we
will
primarily conduct our business operations. 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 technology and new consumer lending program along
with
its innovative payment processing solution, providing a better way to process
financial transactions.
Because
of the prominence that BioAuthorize will have in our overall business strategy
and operations, we believe it to be in the best interest of the Company to
change the name of the Company from Genesis Holdings, Inc. to BioAuthorize
Holdings, Inc. In addition, the name change will help to eliminate any potential
confusion with Genesis Land, Inc., formerly a wholly-owned subsidiary of the
Company, because of the similarity of the names. 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. Bankston now owns
Genesis Land. The word “Genesis” simply has no application in the context of our
current business. We believe that a name change to “BioAuthorize Holdings, Inc.”
with its wholly owned subsidiary BioAuthorize, Inc. offers a more complimentary
identity for the parent and subsidiary companies and will be more advantageous
from both an image and marketing perspective for us.
The
name
change will become effective upon filing the proposed Amendments with the
Secretary of State of the State of Nevada or such later date as may be set
forth
in the Amendments.
Reasons
for the Share Increase
We
currently have 25,000,000 shares of Common Stock authorized for issuance. In
connection with the increase in the number of authorized shares of Common Stock,
the Board has determined that it is in the best interests of the Company and
its
stockholders to increase the number of authorized shares of Common Stock from
25,000,000 to 100,000,000 and to
authorize a
total
of 1,000,000 shares of Preferred Stock to be designated in series or classes
and
the
number of each series or class including the voting powers, designations,
limitations, restrictions and relative rights of each series or class of
stock
as the
board of directors shall determine in its sole discretion,.
The
increase would become effective upon filing the proposed Amendments with the
Secretary of State of the State of Nevada or such later date as may be set
forth
in the Amendments.
The
Board
determined to increase the number of authorized shares of Common Stock and
to
authorize the issuance of shares of Preferred Stock because it believes that
the
current number is insufficient for existing and future corporate purposes,
and
the increase is needed to provide flexibility for issuances of Common Stock
and
Preferred Stock to raise additional capital, for strategic business
opportunities that may be presented from time to time and to allow additional
shares of Common Stock to be reserved and available for issuance under any
equity incentive plan that the Company may approve and adopt. Other than
as stated above, we have no plans, agreements, arrangements or understandings
to
issue any additional shares of Common Stock or shares of Preferred
Stock.
Shares
of Common Stock Issued and Outstanding
The
Company is currently authorized to issue a maximum of 25,000,000 shares of
Common Stock, and as of the record date of April 25, 2008, there were 23,725,000
shares of Common Stock issued and outstanding. The Company does not currently
have authorization to issue shares of Preferred Stock, and there are no shares
of Preferred Stock issued and outstanding. The Amendments will not change the
number of outstanding shares of Common Stock but will provide the board of
directors with the ability to issue additional shares of Common Stock and shares
of Preferred Stock in classes or series as the board of directors determines
to
be for proper corporate purposes and in the best interests of the
Company.
The
holders of our Common Stock are entitled to one vote per share on all matters
submitted to a vote of our stockholders. In addition, such holders are entitled
to receive ratably such dividends, if any, as may be declared from time to
time
by our board of directors out of funds legally available therefore. No dividends
may be paid on the Common Stock until all accrued but unpaid dividends on the
shares of our Preferred Stock have been paid. In the event of the dissolution,
liquidation or winding up of our company, the holders of Common Stock are
entitled to share ratably in all assets remaining after payment of all
liabilities of our company and the preference amount distributable to the
holders of the shares of Preferred Stock. The holders of Common Stock do not
have any subscription, redemption or conversion rights, nor do they have any
preemptive or other rights to acquire or subscribe for additional, unissued
or
treasury shares.
With
the
exception of the number of authorized shares of Common Stock, the rights and
preferences of the shares of Common Stock prior and subsequent to the increased
authorized shares of Common Stock will remain the same. After the effectiveness
of the Amendments, it is not anticipated that the financial condition of the
Company, the percentage ownership of management, the number of the Company's
stockholders, or any aspect of the Company's business would materially change
solely as a result of the increased number of authorized shares of Common Stock
and authorizing shares of Preferred Stock.
The
Common Stock is currently registered under Section 12(g) of the Exchange Act,
and as a result, the Company is subject to the periodic reporting and other
requirements of the Exchange Act. The increased authorized Common Stock will
not
affect the registration of the Common Stock under the Exchange Act.
If the
proposed Amendments are implemented, our Common Stock will continue to be
reported on the OTC
Bulletin Board
under
the symbol “GENH.”
Effects
of the Increased Authorized Shares of Common Stock and Authorized Shares of
Preferred Stock
As
a
result of the increased number of authorized shares of Common Stock and
authorization to issue shares of Preferred Stock, there will be an increase
in
the total number of authorized shares of Common Stock and shares of Preferred
Stock that the Company may issue including the number of shares of both Common
Stock and Preferred Stock unissued and available for future issuance. The board
of directors will have the authority to issue shares of Preferred Stock in
series or classes and the number of each series or class including the voting
powers, designations, limitations, restrictions and relative rights of each
series or class of stock as the board of directors shall determine in its sole
discretion (the “Preferred
Stock Preferences”).
This
action will increase the number of shares of available Common Stock and
authorize shares of Preferred Stock for issuance to raise capital for any proper
corporate purpose approved by the board of directors, including future financing
transactions. The
issuance in the future of such additional authorized shares may have the effect
of diluting the earnings per share and book value per share, as well as the
stock ownership and voting rights, of the currently outstanding shares of our
Common Stock. Upon the issuance of any shares of Preferred Stock, the Preferred
Stock holders will have preferences and rights superior to those of the holders
of Common Stock as more specifically set forth in the Preferred Stock
Preferences. The effective increase in the number of authorized but unissued
shares of our Common Stock may be construed as having an anti-takeover effect
by
permitting the issuance of shares to purchasers who might oppose a hostile
takeover bid or oppose any efforts to amend or repeal certain provisions of
the
our Articles of Incorporation or our Bylaws. The
increase in the number of authorized shares of Common Stock and authorizing
the
issuance of shares of Preferred Stock is not being proposed in response to
any
effort of which management of the Company is aware to accumulate shares of
Common Stock or obtain control of the Company, nor is it part of a similar
plan
by management.
Holders
of the Common Stock have no preemptive or other subscription
rights.
In
addition, the increased number of authorized shares of Common Stock will allow
shares of Common Stock to be reserved and available for issuance under any
equity incentive plan that our board of directors may choose to approve, adopt
and present to the stockholders for approval as required by applicable federal
and state laws.
Stockholder
Approval
On
April
25, 2008, the record date for determination of the stockholders entitled to
receive this Information Statement, there were 23,725,000 shares of Common
Stock
issued and outstanding. The holders of our Common Stock are entitled to one
vote
per share on all matters submitted to a vote of our stockholders. Therefore,
the
Company needed the affirmative vote of at least a majority of the outstanding
shares of our Common Stock or 11,862500 shares to approve the Amendments. By
unanimous written consent on April 24, 2008, as required under Nevada law,
our
board of directors adopted a resolution approving the Amendments. By written
consent dated April 24, 2008, our three executive officers, Yada Schneider,
Gerald B. Van Wie and G. Neil Van Wie, who collectively own 15,136,000 shares,
or approximately 63.80% of the issued and outstanding shares of our Common
Stock, approved, adopted and ratified the Amendments.
Effective
Date of the Amendments
The
proposal discussed above will become effective upon filing the Amendments with
the Nevada Secretary of State, which we intend to complete 20 days after this
Information Statement is first mailed to our stockholders.
Dissenters
Appraisal Rights
No
appraisal rights are available under Delaware law or under the Company's
Certificate of Incorporation, as amended, or By-Laws to any stockholder who
dissents from the proposal to approve the Amendments. There may exist other
rights or actions under state law for stockholders who are aggrieved by an
increase in authorized shares generally. Although the nature and extent of
such
rights or actions are uncertain and may vary depending upon the facts or
circumstances, stockholder challenges to corporate action in general are related
to the fiduciary responsibilities of corporate officers and directors and to
the
fairness of corporate transactions.
Effect
on Legal Ability to Pay Dividends
The
Amendments will have no material impact on the legal ability of the Company
to
pay dividends.
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 table sets forth certain information regarding beneficial ownership
of
the common stock as of April 25, 2008 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. Unless otherwise stated in the table below,
the address of each beneficial owner is Genesis Holdings, Inc., 15849
N.
71st
Street,
Suite 226, Scottsdale, AZ 85254-2179.
|
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 held by the Bankston Third Family Limited Partnership,
of which Larry Don Bankston is the controlling partner.
Change
in Control
On
February
18, 2008,
we
entered into a Share Exchange Agreement (the “Exchange
Agreement”)
with
BioAuthorize and all of BioAuthorize's shareholders. Under provisions of the
Exchange Agreement, Yada Schneider, a BioAuthorize shareholder at that
time, was appointed to our board of directors on February 18, 2008 bringing
the
total number of directors to three. The Exchange Agreement also calls for
directors Larry Don Bankston and Lenny Amado to resign and for the Company
to
appoint G. Neil Van Wie and Gerald B. Van Wie to our board of directors, after
complying with applicable notice requirements to our stockholders regarding
the
change in a majority of our directors. Under the terms of the Exchange Agreement
we acquired the business of BioAuthorize through an acquisition of all of its
outstanding capital 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 now own approximately
79% 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 received approximately 63.80%
of the outstanding shares of the Company’s common stock on a fully diluted
basis. See
"SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,"
above.
Interest
of Certain Persons
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. Yada
Schneider who serves as a director and officer and Gerald B. Van Wie and G.
Neil
Van Wie who both serve as officers collectively own approximately 60.80% of
the
issued and outstanding shares of our Common Stock and delivered the required
stockholder approval for the Amendments. Larry Don Bankston who serves as a
director is the controlling partner of the Bankston Third Family Limited
Partnership which holds approximately 9.36% of the issued and outstanding share
of our Common Stock.
The
Amendments will increase the number of shares of available Common Stock and
authorize shares of Preferred Stock for issuance to raise capital for any proper
corporate purpose approved by the board of directors, including future financing
transactions. The
issuance in the future of such additional authorized shares may have the effect
of diluting the earnings per share and book value per share, as well as the
stock ownership and voting rights, of the currently outstanding shares of our
Common Stock including holdings of those directors and officers named above.
Upon the issuance of any shares of Preferred Stock, the Preferred Stock holders
will have preferences and rights superior to those of the holders of Common
Stock (including those holdings of the directors and officers named above)
as
more specifically set forth in the Preferred Stock Preferences. The effective
increase in the number of authorized but unissued shares of our Common Stock
may
be construed as having an anti-takeover effect by permitting the issuance of
shares to purchasers who might oppose a hostile takeover bid or oppose any
efforts to amend or repeal certain provisions of our Articles of Incorporation
or our Bylaws. The
increase in the number of authorized shares of Common Stock and authorizing
the
issuance of shares of Preferred Stock is not being proposed in response to
any
effort of which management of the Company is aware to accumulate shares of
Common Stock or obtain control of the Company, nor is it part of a similar
plan
by management.
Financial
and Other Information
The
financial statements for the period ending December 31, 2007 were filed in
our
Annual Report on Form 10-KSB for the year ended December 31, 2007, which was
filed with the Securities and Exchange Commission on March 31, 2008 and is
incorporated herein by this reference. These financial statements were prepared
by our management. A copy of the Annual Report on Form 10-KSB is being sent
to
all of our stockholders along with this Information Statement. This and other
reports that we file electronically with the Securities and Exchange Commission
are
available for viewing free of charge over the Internet via the SEC's EDGAR
system at http://www.sec.gov.
We will
provide without charge to each person who receives a copy of this Information
Statement, upon written or oral request, a copy of any information that is
incorporated by reference in this Information Statement.
Delivery
of Documents to Security Holders Sharing an Address
Only
one
copy of this Information Statement is being delivered to multiple stockholders
sharing an address, unless the Company has received contrary instructions from
one or more of the stockholders. The Company will deliver promptly, upon written
or oral request, a separate copy of this Information Statement to a stockholder
at a shared address to which a single copy of this document was delivered.
A
stockholder may mail a written request to Genesis Holdings, Inc., Attention:
President and CEO, 15849 N. 71st
Street,
Scottsdale, AZ 85254, or call (480) 281-1494, to request:
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A
separate copy of this Information
Statement;
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A
separate copy of Information Statements or Annual Reports of the
Company
in the future; or
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Delivery
of a single copy of Information Statements or Annual reports of the
Company, if such stockholder is receiving multiple copies of these
documents.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Information Statement on Schedule 14C to be signed on its
behalf by the undersigned hereunto duly authorized.
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GENESIS
HOLDINGS, INC.
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Dated:
May 12, 2008
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By:
/s/ Yada Schneider
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Yada
Schneider, President and CEO
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CERTIFICATE
OF AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
GENESIS
HOLDINGS, INC.,
a
Nevada
corporation
Pursuant
to Chapter 78 of the Nevada Revised Statutes of the State of Nevada, the
undersigned, Yada Schneider, President and Chief Executive Officer of Genesis
Holdings, Inc., a corporation organized and existing under and by virtue of
the
laws of the State of Nevada, DOES HEREBY CERTIFY,
FIRST:
The name of the Corporation is Genesis Holdings, Inc. (hereinafter the
“Corporation”).
SECOND:
Pursuant to Section 78.390 of the Nevada Revised Statutes, the Board of
Directors of the Corporation has duly adopted a resolution proposing and
declaring advisable the amendment to the Articles of Incorporation of the
Corporation, as amended, set forth in this Certificate of Amendment as
follows:
RESOLVED,
that Article 1 is amended and restated in its entirety as follows:
“NAME
OF
CORPORATION: BioAuthorize Holdings, Inc.”
RESOLVED,
that Article 3 is amended and restated in its entirety as follows:
“SHARES: (Total shares authorized to issue): This
Corporation is authorized to issue two classes of stock to be designated as
“Common Stock” and “Preferred Stock”. The total number of shares of Common Stock
which this Corporation is authorized to issue is One Hundred Million
(100,000,000) shares, par value $0.001 per share. The total number of shares
of
Preferred Stock which this Corporation is authorized to issue is One Million
(1,000,000) shares, par value $0.001 per share, to be designated in classes
or
series and the number of each class or series and the voting powers,
designations, preferences, limitations, restrictions, relative rights and
distinguishing designation of each class or series of stock as the Board of
Directors shall determine in its sole discretion.”
THIRD:
Pursuant to 78.390 of the Nevada Revised Statutes, the Board of Directors has
directed that the proposed Certificate of Amendment be considered by the
stockholders at a special meeting of the stockholders entitled to vote on the
amendment and a written consent of such action has been signed and delivered
by
stockholders holding at least a majority of the voting power for approval of
such amendment.
FOURTH:
Pursuant to Section 78.390 of the Nevada Revised Statutes, the vote by which
the
stockholders holding shares in the Corporation entitling them to exercise at
least a majority of the voting power, or such greater proportion of the voting
power as may be required in the case of a vote by classes or series, or as
may
be required by the provisions of the Articles of Incorporation have voted in
favor of the Amendment is 63.80%.
FIFTH:
This amendment shall be effective on the date this Certificate of Amendment
is
filed and accepted by the Secretary of State of the State of
Nevada.
IN
WITNESS WHEREOF, the undersigned, being the President and Chief Executive
Officer of the Corporation, for purposes of amending its Articles of
Incorporation pursuant to the Nevada Revised Statutes, acknowledges that it
is
his act and deed and that the facts stated herein are true, and has signed
this
instrument this __ day of __________, 2008.
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By:
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Yada
Schneider
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Title:
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President
& Chief Executive Officer
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