UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




**FORM
        10-KSB**





xANNUAL
      REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





**For
      the Fiscal Year Ended December 31, 2007**





OR




oTRANSITION
      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**State
                  of Incorporation
              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 pursuant to Section 12(b) of the Act: None


Securities
      registered pursuant to Section 12(g) of the Act:





**Common
      Stock, $0.001 Par Value**





Check
      whether the Registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
o




Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      the
      Registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
oNo
x


Registrant’s
      revenues for the most recent fiscal year were $ 1,134,855





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or
      the
      average bid and asked price of such common equity, based
      on
      the closing price of such stock on March 5, 2008, was approximately
      $1,390,113.









**FORWARD-LOOKING
      STATEMENT DISCLAIMER**





Management's
      Discussion and Analysis of Financial Condition and the Results of Operations
      and
      other sections of this report contain "Forward-Looking Statements" about
      prospects for the future, such as our ability to generate sufficient working
      capital, our ability to launch and implement new services and offerings and
      our
      ability to generate sufficient funds to meet our cash requirements. We wish
      to
      caution readers that the assumptions which form the basis for forward-looking
      statements with respect to, or that may impact earnings for years after December
      31, 2007, include many factors that are beyond our ability to control or
      estimate precisely. These risks and uncertainties include, but are not limited
      to, completing development of the voice-enabled payment authorization technology
      of our newly acquired and wholly-owned subsidiary BioAuthorize, Inc., the
      potential of technological changes which would adversely affect the need for
      our
      services, availability of merchants and consumers that wish to purchase our
      service and product offerings, acceptance of new services by the marketplace
      and
      changes in economic or political conditions, such as inflation or fluctuations
      in interest rates. Parties are cautioned not to rely on any such forward-looking
      statements or judgments in this report.





This
      Annual Report contains certain forward-looking statements that involve risks
      and
      uncertainties. These statements relate to our future plans, objectives,
      expectations and intentions. These statements may be identified by the use
      of
      words such as "expects," "anticipates," "intends," "plans," "estimates,"
      "should," "will," "could," "may" and similar expressions. Our actual results
      could differ materially from those discussed in these statements. Factors that
      could contribute to such differences, include, but are not limited to, those
      discussed above and elsewhere in this Annual Report. These forward-looking
      statements are subject to certain risks and uncertainties that could cause
      actual results to differ materially from those reflected in these
      forward-looking statements. Factors that might cause such a difference include,
      but are not limited to, those discussed in the section entitled *"Management's
      Discussion and Analysis of Financial Condition and Results of Operations, Risk
      Factors That May Affect Our Results of Operations and Financial
      Condition"* and
      elsewhere in this report. We undertake no obligation to publicly update any
      forward-looking statements for any reason, even if new information becomes
      available or other events occur in the future.





**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS.**





**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.





Larry
      Don
      Bankston, one of our directors, is a partner of the Bankston Third Family
      Limited Partnership which was the sole member of Genesis Land Development,
      LLC
      ("Genesis Land") prior to the acquisition of Genesis Land by the Company on
      July
      1, 2006. In that transaction the Company issued 19 million shares of its common
      stock to the Bankston Third Family Limited Partnership in exchange for 100%
      of
      the ownership interests of Genesis Land. As part of that transaction, Genesis
      Land Developments, LLC merged into AABB Acquisition Sub, Inc., a Nevada
      corporation that changed its name post-merger to Genesis Land, Inc.




1





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
      metropolitan area. Genesis Land acquired the land from Larry Don Bankston whose
      family partnership was also a founding member of Genesis Land on September
      30,
      2003, at which time the land was valued at $744,634. Genesis Land obtained
      a
      $3,625,000 loan from a local bank and a promissory note in the original
      principal amount of $417,000 to improve
      the land and develop it into 172 residential lots known as Bankston Meadows.
      Genesis Land began selling finished lots on or around July, 2005.





The
      lots
      sold in Bankston Meadows have been sold to Wall Homes, Inc. under an Agreement
      of Purchase and Sale between Genesis Land and Wall Homes, dated June 3, 2005.
      This agreement provides for the sale of 171 lots to Wall Homes at $38,500 per
      lot, with a 6% price increase each year commencing on June 13, 2006. Without
      the
      price increase, the total purchase price for all 171 lots would be $6,583,500.
      The first closing under the agreement occurred on July 11, 2005, when Wall
      Homes
      purchased 60 lots at $38,500 per lot. On January 13, 2006, Wall Homes purchased
      28 lots at $38,500 per lot and in July 2006 Wall Homes purchased an additional
      28 lots at $40,810 per lot. Subsequent closings are scheduled to occur every
      six
      months, with 26 lots to be purchased at each closing until all 171 lots have
      been purchased. The agreement with Wall Homes was extended until January 2,
      2008
      and subsequently extended again with a final closing of the remaining 26 lots
      expected to occur on or before April 1, 2008. As of September 30, 2007, the
      Company had received payments for 145 lots. As of September 30, 2007, the
      Company received a deposit of $173,000 for the future purchase of lots.




As
      part
      of the agreement, Wall Homes was granted a right of first refusal to purchase
      up
      to half of the lots in any future phases of the Bankston Meadows development
      on
      terms identical to those in the existing agreement, except that the price of
      the
      lots will be the lower of the price provided in the existing agreement plus
      10%
      or the price at which the lots in Phase II of Bankston Meadows will be available
      for purchase in the open market. Genesis Land has not acquired any land to
      use
      for any future phases of the Bankston Meadows development, although there is
      vacant land adjacent to the development that is owned by unrelated parties.
      We
      do not anticipate that any additional land will be acquired.




Genesis
      Land obtained a Land Development Loan from Texas Bank in the principal amount
      of
      $3,625,000 dated October 1, 2003, and the proceeds of this loan were used to
      develop the land into the finished lots being sold to Wall Homes. As of the
      date
      of this report, this loan, which was secured by the land, has been fully repaid
      by Genesis Land using proceeds from the sale of the lots. Genesis Land also
      had
      a promissory note from Texas Bank, which was funded October 13, 2004 and was
      also secured by the land. Genesis Land repaid this note in full on January
      13,
      2006.




To
      complete development of Bankston Meadows, Genesis retained Rainier Construction
      as its general contractor. The property was re-zoned from agricultural to
      single-family residential use, and an engineer was retained to develop the
      plats
      for the lots. Genesis’ contractor graded the lots, put in water and sewer lines,
      installed storm drains and constructed streets, including installation of
      lighting and street signs. The total cost for the development process was
      approximately $2.5 million, and no further development costs are expected to
      be
      incurred.




The
      only
      additional costs associated with the ownership of the lots are fees which will
      be due upon the sale of the lots and real estate taxes and similar ownership
      expenses which will arise until the lots are fully divested. Genesis has a
      $2
      million liability insurance policy in place covering the property.




2





In
      fiscal
      2006 and 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.





**Recent
      Developments**





*Acquisition
      of BioAuthorize, Inc.*





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
      now own 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.





Pursuant
      to other requirements of the share exchange, Jason Pratte 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. Currently, these are the only employees 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 31, 2008, the Company will transfer all interests in its
      wholly-owned real estate subsidiary, Genesis Land, 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, and Bankston
      Third Family Limited Partnership dated February 18, 2008 (the “Genesis Land
      Agreement”). On February 18, 2008, the Bankston Third Family Limited Partnership
      delivered the 16,780,226 shares of common stock to the Company pursuant to
      provisions of 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.




3




*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
      redefines payment processing by coupling a new financial instrument with a
      patent-pending payment solution.  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 employs the latest technologies to enable automated biometric
      identification for payment authorization.  Consumers and merchants 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.




4





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.




5




*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, 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.




6




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**





During
      our development of properties, we have been required to obtain local
      governmental permitting and approval of our development plans including planning
      and zoning and city council approval of plats and engineering drawings for
      each
      jurisdiction where the properties are located. Control of this process may
      often
      be beyond our control. The length of time necessary to obtain required permits
      and approvals affects the carrying costs of unimproved property acquired for
      the
      purpose of development and construction. In addition, the continued
      effectiveness of permits already granted is subject to factors such as changes
      in policies, rules and regulations and their interpretation and application.
      Several governmental authorities have imposed impact fees as a means of
      defraying the cost of providing certain governmental services to developing
      areas. We do not believe the governmental approval processes discussed above
      will have a material adverse effect on our development activities, and indeed
      all developers in a given market face the same fees and restrictions. There
      can
      be no assurance, however, that these and other restrictions will not adversely
      affect us in the future.




With
      the
      disposition of Genesis Land scheduled to occur no later than 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.




7





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.





**Risk
      Factors**





I.
      Risk Factors That May Affect Our Results of Operations and Financial
      Condition





You
      should carefully consider the following risk factors before making an investment
      decision. If any of the following risks actually occur, our business, financial
      condition or results of operations could be materially adversely affected.
      In
      such cases, the trading price of our common stock could decline and you may
      lose
      all or a part of your investment.





*We
      Have A Limited History of Profitability And In The Near Term Do Not Expect
      to
      Maintain Profitability*





For
      the
      past two years we have experienced profitable operations due entirely to sales
      of residential lots in the Bankston Meadows subdivision in the greater Dallas,
      Texas metropolitan area to Wall Homes. All sales under the contract with Wall
      Homes are scheduled to be completed as of April 1, 2008, and we will not receive
      additional revenues from sales under such contract. In addition, upon completion
      of the disposition of our wholly owned real estate subsidiary, Genesis Land,
      through the share exchange with the Bankston Third Family Limited Partnership
      which is scheduled to occur no later than March 31, 2008, we do not anticipate
      conducting any additional real estate development activities or real estate
      investment as a substantive part of our business. Through our acquisition of
      BioAuthorize, we will focus our business operations on continued development
      and
      growth of the offering of our payment processing solution. Currently,
      BioAuthorize has no sales and we can make no assurances as to when BioAuthorize
      may generate sales. As a result, we do not anticipate any revenues or profits
      until such time that BioAuthorize is successful in selling services and product
      offerings developed with its voice-enabled payment authorization and processing
      technology.





*We
      May Face Challenges Integrating the Business of BioAuthorize Following the
      Share
      Exchange*





We
      have
      only recently completed the acquisition of BioAuthorize and have not yet
      experienced any of the anticipated benefits or opportunities from that
      acquisition. The business of BioAuthorize is very different from the real estate
      development activities conducted through Genesis Land.  The
      strategies of the service offerings, the opportunities of new and expanded
      markets, the development of additional revenue streams, the enhanced ability
      to
      raise capital following the acquisition of BioAuthorize all have had limited
      success to date or are unproven. The BioAuthorize voice-enabled payment
      authorization and processing technology needs additional development and
      implementation, and there are currently no service or product offerings which
      are complete and ready for the commercial marketplace. The decision to acquire
      BioAuthorize was based upon a number of factors, which include but are not
      limited to, the perceived demand for the service offerings in the payment
      processing marketplace based upon initial test marketing and the advanced stage
      of development of the voice-enabled payment authorization and processing
      technology. No assurances can be made that these anticipated benefits will
      be
      realized.




8





*Our
      Common Stock Is Subject To Penny Stock Regulation*





Our
      shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly
      referred to as the "penny stock" rule. Section 15(g) sets forth certain
      requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
      the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
      The Commission generally defines penny stock to be any equity security that
      has
      a market price less than $5.00 per share, subject to certain exceptions.
      Rule


3a51-1
      provides that any equity security is considered to be penny stock unless that
      security is: registered and traded on a national securities exchange meeting
      specified criteria set by the Commission; authorized for quotation on the NASDAQ
      Stock Market; issued by a registered investment company; excluded from the
      definition on the basis of price (at least $5.00 per share) or the registrant's
      net tangible assets; or exempted from the definition by the Commission. Since
      our shares are deemed to be "penny stock", trading in the


shares
      will be subject to additional sales practice requirements on broker/dealers
      who
      sell penny stock to persons other than established customers and accredited
      investors.





*The
      Liquidity Of Our Common Stock Is Seriously Limited And There Is A Limited Market
      For Our Common Stock*





Our
      stock
      is currently being traded on the NASDAQ Over-The-Counter Bulletin Board, and
      the
      liquidity of our common stock is limited. The Bulletin Board is a limited market
      and subject to substantial restrictions and limitations in comparison to the
      NASDAQ system. Any broker/dealer that makes a market in our stock or other
      person that buys or sells our stock could have a significant influence over
      its
      price at any given time.





II.
      Risks Associated with Our Current Stage of Business





*Management
      May Not Run the Company in a Profitable Manner and If It Does Not You May Lose
      Your Entire Investment:*




Two
      members of our executive management team founded and developed the voice-enabled
      payment authorization and processing technology held by BioAuthorize but our
      management has limited experience in our proposed area of operation. Our success
      will depend upon the abilities of our management to successfully manage the
      day-to-day operations of our business. In addition, our officers and directors
      have limited experience in the evaluation of businesses for the purposes of
      conducting acquisitions or mergers that may be considered by the
      Company. **




*We
      Have a Limited Operating History in the Payment Processing Industry and
      Therefore, Predicting Our Future Performance is Difficult:*




Genesis
      Holdings, Inc. was formed on May 25, 1999, but until recently has had no
      operations. In July 2006 Genesis Holdings entered into a Merger Agreement with
      Genesis Land, whereby we acquired Genesis Land as a subsidiary in exchange
      for
      19 million shares of common stock of Genesis Holdings issued to the Bankston
      Third Family Limited Partnership, the sole equity holder of Genesis Land. As
      a
      result of the Genesis Land acquisition, we entered into the business of land
      development through Genesis Land. With the disposition of Genesis Land scheduled
      to occur no later than March 31, 2008, we do not anticipate conducting future
      real estate development activities. With the recent acquisition of BioAuthorize,
      our efforts will be focused on further development and growth of the
      voice-enabled payment authorization and processing technology. Only a prototype
      of the voice-enabled payment authorization and processing technology exists
      which is untested and unproven as a viable commercial service or product.
      Because of its limited operating history, it will be difficult to predict or
      evaluate future revenues or profitability of the Company.




9





*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. We are currently seeking additional capital.
      Such financing may not be available 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.





*We
      Depend Upon Key Management Personnel and the Loss of Any of Them Would Seriously
      Disrupt Our Operations:*




In
      the
      share exchange with BioAuthorize, the five (5) shareholders of BioAuthorize
      now
      hold approximately 80% of our outstanding shares of common stock and the there
      (3) members of our management team hold approximately 60.54% of our outstanding
      shares of common stock. We have a new management team which has great control
      over the Company and its operations. The management team under the guidance
      of
      our Board of Directors is responsible for managing the Company and its
      wholly-owned subsidiary, BioAuthorize. Our future success, including
      particularly the implementation of our growth strategy, is substantially
      dependent on the active participation of Yada Schneider, Gerald B. Van Wie
      and
      G. Neil Van Wie. The loss of their services together or individually could
      seriously disrupt our business operations and cause our business to fail.





Two
      of
      our directors have full time employment outside the Company and will be
      available to participate in management decisions only on an "as needed" basis.
      None of our directors have entered into written employment agreements with
      us
      and none is expected to do so in the foreseeable future. In the event of
      competing demands for their time, these two outside directors may grant priority
      to their full time positions rather than to us.





*Our
      Controlling Shareholders May Exert Considerable Influence Over Elections and
      Other Decisions:*





As
      of the
      date of this report, our management team, Yada Schneider, Gerald B. Van Wie
      and
      G. Neil Van Wie beneficially own approximately 60.54% of the outstanding shares
      of our common stock. Mr. Schneider and Gerald Van Wie are the founders of
      BioAuthorize and Neil Van Wie is the father of Gerald Van Wie. Although there
      is
      no formal agreement between these individuals as to how they may vote the shares
      beneficially owned by each, it is conceivable that they will vote their shares
      consistent with one another. As a result, these shareholders are able to
      effectively control matters requiring the approval by shareholders of the
      Company, including the election of directors. This concentration of ownership
      in
      a few shareholders may also have the effect of delaying or preventing a change
      in control of the Company.




10





*Our
      Lack of Diversification In Our Business Subjects Investors to a Greater Risk
      of
      Losses:*




Since
      the
      acquisition of BioAuthorize, all of our efforts are focused on the development
      and growth of that business and its technology in an unproven area. Although
      the
      payment processing marketplace is substantial, we can make no assurances that
      the marketplace will accept the service and product offerings of our
      voice-enabled payment authorization and processing technology once those service
      and product offerings are developed.





III. Risks
      Related to Investment in a Technology Company





Although
      the Company does not presently intend to develop any technology services and
      products or other operations directly, it does intend to pursue product
      offerings of the voice-enabled payment authorization and processing technology
      through its current wholly-owned subsidiary, BioAuthorize. The risks inherent
      to
      BioAuthorize or its product offerings will affect the value of the Company’s
      shares. Accordingly, you should consider the risks associated with the
      investment in any company actively engaged in technology services or products,
      including the following:





*The
      Service and Product Offering of BioAuthorize Need Additional Testing and
      Development and May Not Be Accepted in the Marketplace*





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
      has been completed but it is untested and unproven in a commercial
      context. We have
      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 but no engagements or agreements have been signed
      with any party for the beta test program. No
      sales
      have been made and the anticipated service and product offerings need additional
      testing and development before being launched and released for sales to
      merchants and consumers. We do not anticipate that the time schedule for
      additional testing and development will exceed three (3) months once we have
      obtained sufficient capital and established a relationship with a consumer
      lending company. However, no assurance can be made that testing and development
      will be completed on this schedule. The service and product offerings have
      not
      been proven to be acceptable in the marketplace. They are widely untested with
      only data from sample test markets providing any indication of interest. The
      payment processing market is sizable but we make no assurances that this will
      translate into sales of or revenue from the BioAuthorize service and product
      offerings.





*Our
      Business Will Be Negatively Affected If We Do Not Keep Pace With the Latest
      Technology Development in Payment Processing Trends and Merchant and Consumer
      Preferences:*




The
      payment processing industry is subject to change by both merchants and
      consumers. If we are unable to respond successfully to these developments or
      do
      not respond in a timely or cost-effective way, our business and operating
      results will be seriously harmed. Our success will depend, in part, on our
      ability to offer services and products of payment processing that keep pace
      with
      continuing changes in evolving industry standards and changing merchant and
      consumer preferences. No assurances can be made that voice-enabled payment
      authorization and processing if initially accepted in the marketplace will
      remain a competitive solution in the marketplace. In addition, we must recruit
      and retain professionals who are apprised of the preferences in each market
      segment we pursue.




11




*Management
      Has Limited Experience With Managing a Technology Growth Company and May Not
      Manage the Business or Current or Future Service and Product Offerings
      Successfully:*




Management
      of the Company has substantial experience in business, finance, and management
      within a technology environment. However, because BioAuthorize has only been
      operating for a short period of time, a limited record of performance is
      available to measure the skill of management in developing the technology of
      BioAuthorize into successful services and product offerings. Past performance
      and experience in the technology arena by management is no indication of the
      return this Company will produce. The loss of one or more of our officers and
      directors may result in a material adverse effect on the Company.




*Our
      Payment Processing Solutions Will Be Subject To Vigorous Competition From
      Competing Companies and Technologies, Which May Reduce Our
      Earnings:*




Current
      competition in the payment processing field includes national banks and
      financial companies such as JP Morgan Chase and Paymentech. None of these
      companies has the same or similar technology but each is well established with
      a
      significant customer base and longstanding relationships with merchants and
      consumers comprising the target market for our service and product offerings.
      In
      addition, each of these companies has substantially more financial resources,
      and no assurances can be made that we can successfully lure their customers
      to
      our service and product offerings. New competitors in the field include VoicePay
      which has reasonably similar technology but has focused its efforts on the
      European market. It is unclear what effect, if any, the competition from
      VoicePay will have on our business.




**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 100 F Street, N.E., 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
      2. DESCRIPTION OF PROPERTY.**




The
      Company does not currently own any property, although its subsidiary Genesis
      Land owns the approximately 9 acre parcel consisting of 26 lots in the Dallas,
      Texas metropolitan area. This property is expected to be sold to Wall Homes
      under the Agreement of Purchase and Sale dated June 3, 2005 with Genesis Land
      no
      later than April 1, 2008. The property was acquired as undeveloped acreage
      for
      development of residential lots, and these lots are held primarily for income.
      Acquisition of undeveloped acreage and development of residential lots through
      Genesis Land has been our primary business. However, the disposition of Genesis
      Land, which is expected to occur no later than March 31, 2008, will end our
      focus on real estate acquisition and development. See, *“Description
      of Business”* for
      additional discussion and description of our development plans and the general
      competitive conditions of the residential real estate marketplace in the Dallas,
      Texas metropolitan area as well as our expected plans for BioAuthorize and
      its
      voice-enabled payment authorization and processing technology.




12





Our
      principal administrative offices are located at 15849 N. 71 st Street,
      Suite 226, Scottsdale, AZ 85254-2179 under a lease agreement which terminates
      in
      January 2009. Since the Company is incorporated in Nevada it is required to
      maintain a resident office in that state in which corporate documents are
      available. The resident office is located at 1000 E. William St., Suite 204,
      Carson City, NV 89701. No activities take place in the resident office. All
      other activities have been consolidated to the facilities described
      above.





**ITEM
      3. LEGAL PROCEEDINGS**





The
      Company is not involved in any claims and legal actions except for routine
      litigation that is incident to the business.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





The
      Company submitted no matters to a vote of its security holders during the fiscal
      year ended December 31, 2007.




**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**





The
      Company’s common stock is traded in the over-the-counter market, and quoted in
      the National Association of Securities Dealers Inter-dealer Quotation System
      (“Electronic Bulletin Board) and can be accessed on the Internet at
      www.otcbb.com under the symbol “GENH.”





At
      December 31, 2007, there were 21,780,226 shares of the Company’s common stock
      outstanding, and there were approximately 1175 shareholders of record of the
      Company’s common stock .





The
      following table sets forth, for the periods indicated, the high and low bid
      quotations for the Company’s common stock. These quotations represent
      inter-dealer quotations, without adjustment for retail markup, markdown or
      commission and may not represent actual transactions. There were no trades
      of
      the Company’s common stock in the years ended December 31, 2007 and
      2006.


**Periods**
              
              **High**
              
              **Low****Fiscal
                  Year 2007**First
                  Quarter (January - March 2007)
              
              $
              .00
              
              $
              .00Second
                  Quarter (April - June 2007)
              
              $
              .00
              
              $
              .00Third
                  Quarter (July - September 2007)
              
              $
              .00
              
              $
              .00Fourth
                  Quarter (October - December 2007)
              
              $
              .00
              
              $
              .00**Fiscal
                  Year 2006**First
                  Quarter (January - March 2006)
              
              $
              .00
              
              $
              .00Second
                  Quarter (April - June 2006)
              
              $
              .00
              
              $
              .00Third
                  Quarter (July - September 2006)
              
              $
              .00
              
              $
              .00Fourth
                  Quarter (October - December 2006)
              
              $
              .00
              
              $
              .00




13




There
      are
      no outstanding warrants or options to purchase, or securities convertible into,
      shares of our common stock. The Company has never paid dividends on any of
      its
      common stock shares. The Company does not anticipate paying dividends at any
      time in the foreseeable future and any profits will be reinvested in the
      Company’s business. The Company’s Transfer Agent and Registrar for the common
      stock is Island
      Stock Transfer, 100 Second Ave South, Suite 104N, St. Petersburg, FL 33701,
      telephone (727) 289-0010.





We
      have
      never declared any cash dividends on our common stock. We currently intend
      to
      retain future earnings, if any, to finance the expansion of our business. As
      a
      result, we do not anticipate paying any cash dividends in the foreseeable
      future.





The
      Company has not adopted any equity compensation plans.





**Sales
      of Unregistered Securities**




**Stock
                  issued**
              
              **Cash**
              
              **Stock
                  issued****Quarter
                  Ended**
              
              **for
                  Cash**
              
              **Received**
              
              **for
                  Services**Year
                  Ended December 31, 1999
              
              
              
              
              $
              —
              
              
              980,226Year
                  Ended December 31, 2006
              
              
              
              
              $
              —
              
              
              20,800,000Year
                  Ended December 31, 2007
              
              
              —
              
              $
              —
              
              
              —




On
      May
      25, 1999, the Company issued 980,226 shares of common stock to the creditors
      of
      Diagnostic International, Inc. in accordance with the Final Decree in the
      Chapter 11 Bankruptcy reorganization. No value was assigned to the shares
      issued.





On
      January 1, 2006, the Company issued 1,800,000 shares to William Lane, RD
      Bickerstaff, Laura Poulson, and Heritage West Capital in exchange for consulting
      services provided by William Lane, RD Bickerstaff, Laura Poulson, and Heritage
      West Capital pursuant to Consulting Agreements of even date therewith. The
      offer
      and sale of such shares of our common stock were effected in reliance on the
      exemptions for sales of securities not involving a public offering, as set
      forth
      in Rule 506 promulgated under the Securities Act and in Section 4(2) of the
      Securities Act. A legend was placed on the certificates representing each such
      security stating that it was restricted and could only be transferred if
      subsequent registered under the Securities Act or transferred in a transaction
      exempt from registration under the Securities Act.




On
      July
      1, 2006, the Company issued 19,000,000 shares to the Bankston Third Family
      Limited Partnership as part of the Company’s acquisition of Genesis Land. The
      offer and sale of such shares of our common stock were effected in reliance
      on
      the exemptions for sales of securities not involving a public offering, as
      set
      forth in Rule 506 promulgated under the Securities Act and in Section 4(2)
      of
      the Securities Act. A legend was placed on the certificates representing each
      such security stating that it was restricted and could only be transferred
      if
      subsequent registered under the Securities Act or transferred in a transaction
      exempt from registration under the Securities Act.





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 now own 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.




14




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





Management's
      Discussion and Analysis of Financial Condition and Results of Operations
      discusses our consolidated financial statements that have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America. The preparation of these financial statements requires


us
      to
      make estimates and assumptions that affect the reported amount of assets and
      liabilities at the date of the financial statements, the disclosures of
      contingent assets and liabilities as of the date of the financial statements
      and
      the reported amounts of revenues and expenses during the reporting period.
      On an
      on—going basis, we evaluate our estimates and judgments, including those related
      to revenue recognition, bad debt and credit allowances for accounts receivable
      and impairment of long—lived assets. We base our estimates and judgments on
      historical experience and on various other factors that are believed to be
      reasonable under the circumstances. The result of these estimates and judgments
      form the basis for making conclusions about the carrying value for assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or conditions; changes
      in these estimates as a result of future events may have a material effect
      on
      Genesis Holdings' financial condition. The SEC suggests that all registrants
      list their most "critical accounting policies" in Management's Discussion and
      Analysis, and ours are set forth below. A critical accounting policy is one
      which is both important to the portrayal of the company's financial condition
      and results and requires managements' most difficult, subjective or complex
      judgments, often as a result for the need to make estimates about the effect
      of
      matters that are inherently uncertain. Management believes the following
      critical accounting policies affect its more significant judgments and estimates
      in the preparation of its consolidated financial statements. These policies
      include, but are not limited to, revenue recognition and bad debt and credit
      reserves.





**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. Based on the number of shares and awards outstanding as of
      December 31, 2005 (and without giving effect to any awards which may be granted
      in 2006), we do not expect our adoption of SFAS No. 123(R) in January 2006
      to
      have a material impact on the financial statements.





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.




15




*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 recognizes revenue based upon the sale of land parcels. The Company
      sold
      one parcel of land consisting of 26 lots in the year ended December 31, 2007. 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. ****





*Inventory
      of Fully Developed Residential Lots Held For Sale*





The
      inventory of fully developed residential lots held for sale is carried at the
      lower of cost or market. The cost of the lots is approximately $27,000 per
      lot
      and the market value is estimated at $38,500 per lot as determined by the
      Agreement of Purchase and Sale between Genesis Land and Wall Homes. Cost
      includes land, construction costs including hard and soft cost, capitalized
      interest, capitalized property taxes and loan costs.





*Sales
      and Profit Recognition*





In
      accordance with statement of financial accounting standard (“SFAS”) No. 66,
“Accounting for Sales of Real Estate,” development land sales will be recognized
      at closing when sufficient down payments have been obtained, possession and
      other attributes of ownership have been transferred to the buyer and the Company
      has no significant continuing involvement. The costs of acquiring and developing
      land are accumulated and will be charged to cost of sales as the related
      inventories are sold.





*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.




16





*Disclosures
      About Fair Value of Financial Instruments*




The
      Company estimates that the fair value of financial instruments at December
      31,
      2007 and 2006 as defined in FASB No.107, does not differ materially from the
      aggregate carrying values of its financial instruments recorded in the
      accompanying balance sheet. The estimated fair value amounts have been
      determined by the Company using available market information and appropriate
      valuation methodologies.





**Overview**





**Real
      Estate Development Activities**





Through
      our wholly-owned subsidiary, Genesis Land, we have been involved in the
      development of 171 residential lots comprising the Bankston Meadows subdivision
      located in the Dallas, Texas metropolitan area. Bankston Meadows consists of
      approximately 55 acres and 172 lots. Our activities include obtaining the
      required governmental approvals for zoning, permitting and developing the
      subdivision and construction of the necessary improvements along with utility,
      street and signage infrastructure for the subdivision. We then seek to sell
      platted lots in the subdivision to homebuilders. On June 3, 2005 we entered
      into
      an Agreement of Purchase and Sale with Wall Homes for the sale of 171 lots
      in
      the Bankston Meadows subdivision.





**Recent
      Acquisition**





On
      February 18, 2008, we completed a share exchange with BioAuthorize, Inc., a
      Colorado corporation (“BioAuthorize”), whereby BioAuthorize became a
      wholly-owned subsidiary of the Company. Also as contemplated in the share
      exchange with BioAuthorize, no later than March 31, 2008 we expect to transfer
      all interests in our wholly-owned real estate subsidiary, Genesis Land, 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, and Bankston Third Family Limited Partnership dated February
      18,
      2008 (the “Genesis Land Agreement”). Upon the closing of the Genesis Land
      Agreement, we will no longer conduct real estate development activities as
      in
      the past, and the operations and operating activities of the Company are
      expected to occur through our wholly-owned subsidiary, BioAuthorize. See, *”Description
      of Business”* above
      for additional discussion of BioAuthorize and its technology.




**Planned
      Sources of Future Revenue**





With
      our
      move away from real estate development activities, we anticipate the development
      of additional revenue streams through the service and product offerings of
      the
      voice-enabled payment authorization and processing technology being developed
      by
      our wholly-owned subsidiary BioAuthorize.




17





**RESULTS
      OF OPERATIONS**





** ***Fiscal
      Year End December 31, 2007, Compared to Fiscal Year End December 31,
      2006***




Statement
                  of Operations Data
              
              Years
                  Ended
                December
                  31,
              
              Years
                  Ended
                December
                  31,2007
              
              2006Revenues
              
              $
              1,134,855
              
              $
              2,334,919Cost
                  of Sales
              
              
              (719,643
              )
              
              (1,546,579
              )Operating
                  and Other Expenses
              
              
              (355,203
              )
              
              (351,684
              )Net
                  Income
              
              $
              60,009
              
              $
              436,656Balance
                  Sheet Data:Years
                  Ended
              
              
              Years
                  EndedDecember
                  31,
              
              
              December
                  31,2007
              
              
              2006Current
                  Assets
              
              $
              1,375,026
              
              $
              1,509,396Total
                  Assets
              
              
              1,375,026
              
              
              1,509,396Current
                  Liabilities
              
              
              314,385
              
              
              469,909Non
                  Current Liabilities
              
              
              —
              
              
              —Total
                  Liabilities
              
              
              314,385
              
              
              469,909Working
                  Capital (Deficit)
              
              
              1,060,641
              
              
              1,039,487Shareholders'Equity
                  (Deficit)
              
              $
              1,060,641
              
              $
              1,039,487




**Revenues**





Revenues
      for Fiscal 2007 decreased to $1,134,855 from $2,334,919 during Fiscal 2006,
      a
      49% reduction. This decrease in revenue is directly the result of fewer sales
      of
      residential lots through Genesis Land. In 2006, 53 lots were sold for $24,060.21
      per lot while in 2007, 27 lots were sold at $24,060.21 per lot. All sales have
      been made to a single purchaser, Wall Homes.





**Cost
      of Sales**





Cost
      of
      sales for the year ended fiscal 2007 decreased to $719,643 as compared to fiscal
      2006 of $1,546,579, a 47% reduction. This decrease is a direct result of a
      reduced sales volume of residential lots.





**Selling,
      General and Administrative Expense**





Consolidated
      selling, general and administrative expenses for the fiscal 2007 increased
      slightly to $355,203 as compared to fiscal 2006 of $351,684. This modest
      increase is attributed to the Company's increase in legal and accounting
      expenses related to the acquisition of BioAuthorize.





Interest
      expense for fiscal 2007 decreased to $54,924 as compared to fiscal 2006 of
      $66,533. This decrease is a result of paying off the outstanding loans made
      by
      one of our directors, Larry Don Bankston, during the six months ended June
      30,
      2007.




18





The
      net
      income for fiscal 2007 decreased to $60,009 as compared to fiscal 2006 net
      income of $436,656. The decrease is primarily due to the reduction in the sale
      of residential lots without any corresponding reduction in selling, general
      and
      administrative expenses.





**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. With the disposition of Genesis Land we will no longer be able
      to
      fund any of our capital requirements from the operations of Genesis Land.
      Currently, our cash on hand and expected cash flow is not substantial enough
      to
      sustain the Company for more than ninety (90) 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 bank
      borrowings, residential lot development sales by Genesis Land and from funding
      received through loans made by one of our directors, Larry Don Bankston. All
      sales of residential lots have been made to one purchaser, Wall Homes.





Cash
      provided by operating activities for the fiscal year 2007 was $977,662 compared
      to $2,052,251 for fiscal year 2006, a result of reduced residential lot sales.
      The Company had a reduction in investment of fully development residential
      lots
      of $718,682 as compared to $1,577,334 for fiscal 2006. The Company has an
      unrealized loss on marketable securities of ($38,855).





Cash
      used
      in investing activities was ($711,941) for fiscal 2007. The Company invested
      its
      profits generated during fiscal 2006 year in marketable securities during fiscal
      year 2007.




Cash
      used
      in financing activities was ($266,622) for fiscal 2007 as compared to
      ($2,090,417) for fiscal 2006. Financing activities consisted primarily of the
      repayment of bank loans for the development of residential lots that have been
      sold by the Company throughout 2006 and 2007.





**Bank
      Loan**





On
      October 1, 2005, the Company received a land development loan for $3,625,000
      from Texas Bank. The loan bore interest at 8.25% per year and was paid in full
      during 2006 with proceeds from the sale of residential lots to Wall
      Homes.





On
      October 13, 2004, the Company received a $417,000 loan from Texas Bank for
      purposes of the Company’s real estate development activities. This loan bore
      interest at 8.25% per year and was paid in full in 2006.





**Director
      Loan**





From
      January 28, 2005 through April 29, 2005 the Company received funds in seven
      transactions totaling approximately $300,000 from an affiliated entity that
      is
      controlled by one of the Company's directors, Larry Don Bankston. The loans
      bore
      interest at 7% per year, and as of June 30, 2007 the Company had repaid all
      loans made by Mr. Bankston.




19





**Other
      Considerations**





There
      are
      numerous factors that affect the business and the results of its operations.
      Sources of these factors include general economic and business conditions,
      federal and state regulation of business activities, the level of demand for
      product services, the level and intensity of competition in the electronic
      transaction processing industry, and the ability to develop new services based
      on new or evolving technology and the market's acceptance of those new services,
      the Company’s ability to timely and effectively manage periodic product
      transitions, the services, customer and geographic sales mix of any particular
      period, and our ability to continue to improve our infrastructure including
      personnel and systems to keep pace with the Company’s anticipated rapid
      growth.




20





**ITEM
      7. FINANCIAL STATEMENTS**





**GENESIS
      HOLDINGS, INC.**




**TABLE
                  OF CONTENTS**
              
              **Page**INDEPENDENT
                  REGISTERED PUBLIC ACCOUNTING FIRM:
              
              
              F-2Jewett
                  Schwartz Wolfe & AssociatesCONSOLIDATED
                  FINANCIAL STATEMENTS:Consolidated
                  Balance Sheet at December 31, 2007 and 2006
              
              
              F-3Consolidated
                  Statements of Operations for the years endedDecember
                  31, 2007 and 2006
              
              
              F-4Consolidated
                  Statements of Stockholders’ Equity for the years endedDecember
                  31, 2007 and 2006
              
              
              F-5Consolidated
                  Statements of Cash Flows for the years endedDecember
                  31, 2007 and 2006
              
              
              F-6NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              
              
              F-7




21








REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Board of Directors and Stockholders of


GENESIS
      HOLDINGS, INC.





We
      have
      audited the accompanying consolidated balance sheet of Genesis Holdings, Inc.
      and Subsidiary as of December 31, 2007, and the related consolidated statements
      of operations, changes in shareholders' deficiency and cash flows for the year
      then ended. These consolidated financial statements are the responsibility
      of
      the Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audits provided a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Genesis Holdings, Inc.
      and
      Subsidiaries, as of December 31, 2007, and the results of their operations
      and
      their cash flows for the period then ended in conformity with accounting
      principles generally accepted in the United States of America.




JEWETT,
      SCHWARTZ, WOLFE & ASSOCIATES


Hollywood,
      Florida


March
      25,
      2008





2514
      HOLLYWOOD BOULEVARD, SUITE 508 ● HOLLYWOOD, FLORIDA 33020 ● TELEPHONE (954)
      922-5885 ● FAX (954) 922-5957


MEMBER
      -
      AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● FLORIDA INSTITUTE OF
      CERTIFIED PUBLIC ACCOUNTANTS


PRIVATE
      COMPANIES PRACTICE SECTION OF THE AICPA ● REGISTERED WITH THE PUBLIC COMPANY
      ACCOUNTING OVERSIGHT BOARD OF THE SEC




F-2




**GENESIS
                  HOLDINGS, INC.****CONSOLIDATED
                  BALANCES SHEETS****FOR
                  YEARS ENDED DECEMBER 31,
                  2007**
  ASSETS:CURRENT
                  ASSETSCash
              
              $
              9,877Investment
                  in marketable securities
              
              
              673,086Investment
                  in residential lots held for sale
              
              
              692,063Total
                  current assets
              
              
              1,375,026TOTAL
                  ASSETS
              
              $
              1,375,026LIABILITIES
                  AND STOCKHOLDERS' EQUITY:CURRENT
                  LIABILITIES:Accounts
                  payable
              
              $
              87,574Accrued
                  expenses and other liabilities
              
              
              226,811Total
                  current liabilities
              
              
              314,385Total
                  liabilities
              
              
              314,385COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  EQUITY:Common
                  stock, $.001 par value, 25,000,000 shares authorized,21,780,226
                  issued and outstanding as of December 31, 2007
              
              
              21,780Additional
                  paid in capital
              
              
              581,051Accumulated
                  income
              
              
              496,665Accumulated
                  other comprehensive loss
              
              
              (38,855
              )Total
                  stockholders' equity
              
              
              1,060,641TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,375,026
 The
          accompanying notes are an integral part of these consolidated financial
          statements.
  F-3
  **GENESIS
                    HOLDINGS, INC.****CONSOLIDATED
                    STATEMENT OF OPERATIONS****FOR
                    THE YEARS ENDED DECEMBER 31, 2007 AND
                    2006**
  **2007**
                
                **2006**REVENUES:Sale
                    of lots
                
                $
                1,134,855
                
                $
                2,334,919COST
                    OF SALES
                
                
                719,643
                
                
                1,546,579GROSS
                    PROFIT
                
                
                415,212
                
                
                788,340OPERATING
                    EXPENSES:General
                    and administrative expenses
                
                
                297,668
                
                
                222,677OPERATING
                    INCOME
                
                
                117,544
                
                
                565,663OTHER
                    (INCOME) AND EXPENSESInterest
                    expense
                
                
                54,924
                
                
                66,533Interest
                    Income
                
                
                (20,594
                )
                
                -Gain
                    on investments
                
                
                (9,107
                )
                
                -Total
                    other expense
                
                
                25,223
                
                
                66,533INCOME
                    BEFORE INCOME TAXES
                
                
                92,321
                
                
                499,130Provision
                    for income taxes
                
                
                32,312
                
                
                62,474NET
                    INCOME
                
                $
                60,009
                
                $
                436,656Other
                    comprehensive incomeUnrealized
                    (loss) on marketable securities net of taxes
                
                $
                (38,855
                )
                $
                -Net
                    comprehensive (loss) income
                
                $
                21,154
                
                $
                436,656NET
                    INCOME PER SHARE:Basic
                    and diluted:
                
                $
                0.00
                
                $
                0.02Weighted
                    average of number of shares outstanding
                
                
                21,780,226
                
                
                21,780,226
 The
            accompanying notes are an integral part of these consolidated financial
            statements.
 F-4
 **GENESIS
                    HOLDINGS, INC.****CONSOLIDATED
                    STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY****FOR
                    THE YEARS ENDED DECEMBER 31, 2007 AND
                    2006**
  **Accumulated****Common**
                
                
                
                
                
                
                
                **Other****Stock**
                
                
                
                **Paid-in**
                
                **Retained**
                
                **Comprehensive****Shares**
                
                **Amount**
                
                **Capital**
                
                **Earnings**
                
                **Loss**
                
                **Total**DECEMBER
                    31, 2005
                
                
                19,980,226
                
                $
                19,980
                
                $
                567,133
                
                $
                -
                
                $
                -
                
                
                587,113Common
                    stock issued for consulting services
                
                
                1,800,000
                
                
                1,800
                
                
                13,200
                
                
                -
                
                
                -
                
                
                15,000Shareholder
                    expense
                
                
                -
                
                
                -
                
                
                718
                
                
                -
                
                
                -
                
                
                718Net
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                436,656
                
                
                -
                
                
                436,656DECEMBER
                    31, 2006
                
                
                21,780,226
                
                $
                21,780
                
                $
                581,051
                
                $
                436,656
                
                $
                -
                
                $
                1,039,487Unrealized
                    losses on marketable securities
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (38,855
                )
                
                (38,855
                )Net
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                60,009
                
                
                -
                
                
                60,009DECEMBER
                    31, 2007
                
                
                21,780,226
                
                $
                21,780
                
                $
                581,051
                
                $
                496,665
                
                $
                (38,855
                )
                $
                1,060,641
  The
          accompanying notes are an integral part of these
          consolidated financial statements
  F-5
 **GENESIS
                      HOLDINGS, INC.****CONSOLIDATED
                      STATEMENTS OF CASH FLOWS****FOR
                      THE YEARS ENDED DECEMBER 31, 2007 AND
                      2006**
  **2007**
                  
                  **2006**CASH
                      FLOWS FROM OPERATING ACTIVITIES:Net
                      lncome
                  
                  $
                  60,009
                  
                  $
                  436,656Adjustments
                      to reconcile net income to net cashused
                      in operating activities:Issuance
                      of stock as consideration for services
                  
                  
                  -
                  
                  
                  15,000Interest
                      paid by increase in notes payable
                  
                  
                  -
                  
                  
                  18,920Changes
                      in operating assets and liabilities:Investment
                      in fully developed residential lots
                  
                  
                  718,682
                  
                  
                  1,577,334Accounts
                      receivables
                  
                  
                  82,603
                  
                  
                  (82,603
                  )Prepaid
                      and other current assets
                  
                  
                  5,270
                  
                  
                  (5,270
                  )Accounts
                      payable
                  
                  
                  (65,324
                  )
                  
                  41,825Accrued
                      expenses and other liabilities
                  
                  
                  38,911
                  
                  
                  50,389Deposit
                      on sale of lots
                  
                  
                  173,000
                  
                  
                  -Net
                      cash provided by operating activities
                  
                  
                  1,013,151
                  
                  
                  2,052,251CASH
                      FLOWS FROM INVESTING ACTIVITIES:Investment
                      in marketable securities
                  
                  
                  (711,941
                  )
                  
                  -Net
                      cash used in investing activities
                  
                  
                  (711,941
                  )
                  
                  -CASH
                      FLOWS FROM FINANCING ACTIVITIES:Expenses
                      paid by stockholder
                  
                  
                  -
                  
                  
                  718Repayment
                      of land development loans
                  
                  
                  -
                  
                  
                  (2,034,074
                  )Note
                      payable affiliates
                  
                  
                  (266,622
                  )
                  
                  (57,061
                  )Net
                      cash used in financing activities
                  
                  
                  (266,622
                  )
                  
                  (2,090,417
                  )DECREASE
                      IN CASH
                  
                  
                  34,588
                  
                  
                  (38,166
                  )CASH,
                      BEGINNING OF YEAR
                  
                  
                  10,778
                  
                  
                  48,944CASH,
                      END OF YEAR
                  
                  $
                  45,366
                  
                  $
                  10,778**SUPPLEMENTAL
                      CASH FLOW INFORMATION:****2007**
                  
                  
                  **2006**Interest
                      paid
                  
                  $
                  54,924
                  
                  $
                  31,719Taxes
                      paid
                  
                  $
                  20,319
                  
                  $
                  -**SCHEDULE
                      OF NON-CASH INVESTING AND****FINANCING
                      ACTIVITIES:**Consulting
                      services paid with common stock
                  
                  $
                  -
                  
                  $
                  15,000Expenses
                      paid by stockholder and donated
                  
                  $
                  -
                  
                  $
                  718Interest
                      paid by increase in notes payable
                  
                  $
                  -
                  
                  $
                  18,920Non-cash
                      investment
                  
                  $
                  838,855
                  
                  $
                  -
  The
            accompanying notes are an integral part of these
            consolidated financial statements
 F-6




**GENESIS
      HOLDINGS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


FOR
      THE YEAR ENDED DECEMBER 31, 2007 and
      2006


****


NOTE
      1 -
      DESCRIPTION OF BUSINESS




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.





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The
      Company prepares its financial statements in accordance with accounting
      principles generally accepted in the United States of America. Significant
      accounting policies are as follows:





Principles
      of Consolidation





The
      accompanying financial statements represent the consolidated financial position
      and results of operations of the Company and include the accounts and results
      of
      operations of the Company and its wholly owned subsidiary. The accompanying
      financial statements include the active entity of Genesis Holdings, Inc. and
      Genesis Land, Inc.. Genesis Land, Inc. was the only active entity.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      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. These estimates and assumptions also affect the
      reported amounts of revenues, costs and expenses during the reporting period.
      Management evaluates these estimates and assumptions on a regular basis. Actual
      results could differ from those estimates.





The
      primary management estimates included in these financial statements are the
      impairment reserves applied to various long-lived assets, allowance for doubtful
      accounts for gateway access fees and licensing fees, and the fair value of
      its
      stock tendered in various non-monetary transactions.




F-7




Reclassification





Certain
      prior period amounts have been reclassified to conform to December 31, 2007
      presentations.





Cash
      and Cash Equivalents





The
      Company considers all highly liquid investments with an original maturity of
      three months or less to be cash equivalents. At December 31, 2007, cash and
      cash
      equivalents include cash on hand and cash in the bank.





Property
      and Equipment





Property
      and equipment is recorded at cost and depreciated over the estimated useful
      lives of the assets using principally the straight-line method. When items
      are
      retired or otherwise disposed of, income is charged or credited for the
      difference between net book value and proceeds realized. Ordinary maintenance
      and repairs are charged to expense as incurred, and replacements and betterments
      are capitalized. The range of estimated useful lives used to calculate
      depreciation for principal items of property and equipment are as follow:




Asset
                Category
            
            Depreciation/
                Amortization PeriodComputer
                Equipment
            
            
            3
                YearsOffice
                equipment
            
            
            5
                Years





Income
      Taxes





Provisions
      for income taxes are based on taxes payable or refundable for the current year
      and deferred taxes on temporary differences between the amount of taxable income
      and pretax financial income and between the tax bases of assets and liabilities
      and their reported amounts in the financial statements. Deferred tax assets
      and
      liabilities are included in the financial statements at currently enacted income
      tax rates applicable to the period in which the deferred tax assets and
      liabilities are expected to be realized or settled. As changes in tax laws
      or
      rates are enacted, deferred tax assets and liabilities are adjusted through
      the
      provision for income taxes are provided based on the provisions of Statement
      of
      Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
      No.
      109"), to reflect the tax effect of differences in the recognition of revenues
      and expenses between financial reporting and income tax purposes based on the
      enacted tax laws in effect at December 31, 2007.





Earnings
      Per Share





Basic
      earnings per share is computed in accordance with FASB No. 128 “Earnings Per
      Share” *,* by
      dividing net income (loss) available to common shareholders by the weighted
      average number of common shares outstanding during the reporting period. Diluted
      earnings per share reflects the potential dilution that could occur if stock
      options and other commitments to issue common stock were exercised or equity
      awards vest resulting in the issuance of common stock that could share in the
      earnings of the Company. As of December 31, 2007, there were no potential
      dilutive instruments that could result in share dilution *.*




F-8





Fair
      Value of Financial Instruments




The
      fair
      value of a financial instrument is the amount at which the instrument could
      be
      exchanged in a current transaction between willing parties other than in a
      forced sale or liquidation.





The
      carrying amounts of the Company’s financial instruments, including cash,
      accounts payable and accrued liabilities, income tax payable and related party
      payable approximate fair value due to their most maturities.





Concentration
      of Credit Risk





The
      Company maintains its operating cash balances in banks in Midland, Texas. The
      Federal Depository Insurance Corporation (FDIC) insures accounts at each
      institution up to $100,000.





Inventory
      of Residential Lots Held For Sale





The
      inventory of fully developed residential lots held for sale is carried at the
      lower of cost or market. The cost of a lot is approximately $27,000 and the
      market value is estimated at $38,500.





Cost
      includes land, construction costs, including hard and soft cost, capitalized
      interest, capitalized property taxes and amortization of loan costs. The
      residential lots for sale are due to be completely sold within the next
      operating cycle.





Revenue
      Recognition





Land
      sales are recognized at closing when sufficient down payments have been
      obtained, possession and other attributes of ownership have been transferred
      to
      the buyer and the Company has no significant continuing involvement. The costs
      of acquiring and developing land are accumulated and charged to cost of sales
      as
      the related inventories are sold. 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. ****





Recent
      Accounting Pronouncements




Recent
      accounting pronouncements that the Company has adopted or will be required
      to
      adopt in the future are summarized below.




On
      December 21, 2007 the Securities and Exchange Commission (“SEC”) staff issued
      Staff Accounting Bulletin No. 110 (SAB 110), which, effective January 1, 2008,
      amends and replaces SAB 107, Share-Based Payment. SAB 110 expresses the views
      of
      the SEC staff regarding the use of a "simplified" method in developing an
      estimate of expected term of "plain vanilla" share options in accordance with
      FASB Statement No. 123(R), Share-Based Payment. Under the "simplified" method,
      the expected term is calculated as the midpoint between the vesting date and
      the
      end of the contractual term of the option. The use of the "simplified" method,
      which was first described in Staff Accounting Bulletin No. 107, was scheduled
      to
      expire on December 31, 2007. SAB 110 extends the use of the "simplified” method
      for "plain vanilla" awards in certain situations. The SEC staff does not expect
      the "simplified" method to be used when sufficient information regarding
      exercise behavior, such as historical exercise data or exercise information from
      external sources, becomes available. The Company is currently evaluating the
      potential impact that the adoption of SAB 110 could have on its consolidated
      financial statements.




F-9





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
      Statement replaces SFAS No. 141, Business Combinations, and requires an acquirer
      to recognize the assets acquired, the liabilities assumed, including those
      arising from contractual contingencies, any contingent consideration, and any
      noncontrolling interest in the acquiree at the acquisition date, measured at
      their fair values as of that date, with limited exceptions specified in the
      statement. SFAS No. 141(R) also requires the acquirer in a business combination
      achieved in stages (sometimes referred to as a step acquisition) to recognize
      the identifiable assets and liabilities, as well as the noncontrolling interest
      in the acquiree, at the full amounts of their fair values (or other amounts
      determined in accordance with SFAS No. 141(R)). In addition, SFAS No. 141(R)'s
      requirement to measure the noncontrolling interest in the acquiree at fair
      value
      will result in recognizing the goodwill attributable to the noncontrolling
      interest in addition to that attributable to the acquirer. SFAS No. 141(R)
      applies prospectively to business combinations for which the acquisition date
      is
      on or after the beginning of the first annual reporting period beginning on
      or
      after December 15, 2008. The Company is currently evaluating the potential
      impact that the adoption of SFAS No. 141(R) could have on its consolidated
      financial statements.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements” (“SFAS No. 160”), which amends Accounting
      Research Bulletin 51, Consolidated Financial Statements, to establish accounting
      and reporting standards for the noncontrolling interest in a subsidiary and
      for
      the deconsolidation of a subsidiary. It also clarifies that anoncontrolling
      interest in a subsidiary is an ownership interest in the consolidated entity
      that should be reported as equity in the consolidated financial statements.
      SFAS
      No. 160 also changes the way the consolidated income statement is presented
      by
      requiring consolidated net income to be reported at amounts that include the
      amounts attributable to both the parent and the noncontrolling interest. It
      also
      requires disclosure, on the face of the consolidated statement of income, of
      the
      amounts of consolidated net income attributable to the parent and to the
      noncontrolling interest. SFAS No. 160 requires that a parent recognize a gain
      or
      loss in net income when a subsidiary is deconsolidated and requires expanded
      disclosures in the consolidated financial statements that clearly identify
      and
      distinguish between the interests of the parent owners and the interests of
      the
      noncontrolling owners of a subsidiary. SFAS No. 160 is effective for fiscal
      periods, and interim periods within those fiscal years, beginning on or after
      December 15, 2008. The Company does not expect the adoption of SFAS No. 160
      to
      have a material impact on its financial statements.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities” ** (“SFAS
      No. 159”), which provides companies with an option to report selected
      financial assets and liabilities at fair value with the changes in fair value
      recognized in earnings at each subsequent reporting date. SFAS No. 159
      provides an opportunity to mitigate potential volatility in earnings caused
      by
      measuring related assets and liabilities differently, and it may reduce the
      need
      for applying complex hedge accounting provisions. If elected, SFAS No. 159
      is effective for fiscal years beginning after November 15, 2007. Management
      does not expect the adoption of SFAS No. 159 the impact that this statement
      may
      have on the Company results of operations and financial position, and has yet
      to
      make a decision on the elective adoption of SFAS No. 159.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
      No. 157). SFAS No. 157 provides guidance for using fair value to measure assets
      and liabilities. SFAS No.157 addresses the requests from investors for expanded
      disclosure about the extent to which companies measure assets and liabilities
      at
      fair value, the information used to measure fair value and the effect of fair
      value measurements on earnings. SFAS No. 157 applies whenever other standards
      require (or permit) assets or liabilities to be measured at fair value, and
      does
      not expand the use of fair value in any new circumstances. SFAS No. 157 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007 and will be adopted by the Company in the first quarter of
      fiscal year 2008. The Company does not expect the adoption of SFAS No. 157
      to
      have a material effect on its results of operations and financial
      conditions.




F-10





In
      July
      2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
      in
      Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing the
      recognition threshold a tax position is required to meet before being recognized
      in the financial statements. It also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. The cumulative effects, if any, of applying FIN
      48
      will be recorded as an adjustment to retained earnings as of the beginning
      of
      the period of adoption. FIN 48 is effective for fiscal years beginning after
      December 15, 2006, and the Company is required to adopt it in the first quarter
      of fiscal year 2008. The Company does
      not
      expect the adoption of FIN 48 to have a material impact on its financial
      statements.





In
      June
      2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06−3 (EITF
      06-3), “How Taxes Collected from Customers and Remitted to Governmental
      Authorities Should Be Presented in the Income Statement (That Is, Gross versus
      Net Presentation).” EITF 06−3 applies to any tax assessed by a governmental
      authority that is directly imposed on a revenue producing transaction between
      a
      seller and a customer. EITF 06−3 allows companies to present taxes either gross
      within revenue and expense or net. If taxes subject to this issue are
      significant, a company is required to disclose its accounting policy for
      presenting taxes and the amount of such taxes that are recognized on a gross
      basis. EITF 06−3 is required to be adopted during the first quarter of fiscal
      year 2008. The Company does
      not
      expect the adoption of EITF 06-3 to have a material impact on its financial
      statements.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets — an amendment of FASB Statement No. 140” ** (“SFAS No.156”).
      SFAS No. 156 requires an entity to recognize a servicing asset or servicing
      liability each time it undertakes an obligation to service a financial asset
      by
      entering into a servicing contract in specific situations. Additionally, the
      servicing asset or servicing liability is initially measured at fair value;
      however, an entity may elect the “amortization method” or “fair value method”
for subsequent reporting periods. SFAS No. 156 is effective beginning
      Fiscal year 2008. The Company does not expect the adoption of SFAS No. 156
      to have a material effect on
      its
      results of operations and financial condition .





NOTE
      3 -
      INVESTMENT IN MARKETABLE SECURITIES





The
      Company’s Invested in the sale of marketable securities and as of December 31,
      2007 had an unrealized loss of $38,855 consists of the following:


2007Equity
                  securities - fair value
              
              $
              711,941Less:
                  unrealized loss on market securities
              
              
              (38,855Equity
                  securities - net
              
              $
              673,086




F-11





NOTE
      4 -
      LAND DEVELOPMENT LOANS AND LOANS FROM AFFILIATES





All
      land
      development loans and loans from affiliates were paid off by December 31,
      2007. ****




NOTE
      5 -
      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 21,780,226 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.





The
      Company has issued shares of its common stock as consideration to consultants
      for the fair value of the services rendered. The value of the shares was
      determined based on the trading value of the stock at the dates on which the
      agreements were entered into for the services and value of the services
      rendered. During the year ended December 31, 2006, the Company granted to
      consultants, 1,800,000 shares of common stock valued in the aggregate at $1,800
      with a strike price range of $.01. The value of these shares was expensed during
      the year December 31, 2006.





NOTE
      6 -
      INCOME TAXES





The
      provision (benefit) for income taxes from continued operations for the years
      ended December 31, 2007 and 2006 consist of the following:





December
                31,2007
            
            2006Current:Federal
            
            $
            30,466
            
            $
            27,765State
            
            
            1,846
            
            
            34,70932,312
            
            
            62,474Deferred:Federal
            
            
            —
            
            
            —State
            
            
            —
            
            
            ——
            
            
            
            
            
            —Benefit
                from the operating
              loss
                carryforward
            
            
            —
            
            
            —(Benefit)
                provision for income taxes, net
            
            $
            32,312
            
            $
            62,474




F-12




The
      difference between income tax expense computed by applying the federal statutory
      corporate tax rate and actual income tax expense is as follows:





December
                31,2007
            
            2006Statutory
                federal income tax rate
            
            
            34.0
            %
            
            34.0
            %State
                income taxes and other
            
            
            2.4
            %
            
            2.4
            %Effective
                tax rate
            
            
            36.4
            %
            
            36.4
            %





Deferred
      income taxes result from temporary differences in the recognition of income
      and
      expenses for the financial reporting purposes and for tax purposes. The tax
      effect of these temporary differences representing deferred tax asset and
      liabilities result principally from the
      following:





December
                31,2007
            
            2006Net
                operating loss carryforward
            
            
            —
            
            
            —Valuation
                allowance
            
            
            —
            
            
            —Deferred
                income tax asset
            
            $
            —
            
            $
            —




NOTE
      7 —
NET INCOME PER SHARE





Net
      loss
      per share is calculated using the weighted average number of shares of common
      stock outstanding during the year.





NOTE
      8—
RELATED PARTY TRANSACTIONS





One
      of
      the Company’s director is a significant shareholder of the Company. The Company
      frequently receives advances and advances funds to an entity controlled by
      a
      director of the Company to cover short-term cash flow deficiencies. During
      the
      year ended December 31, 2006 the director advanced $266,622 to the Company
      and
      received repayments of that advance during the six months ended June, 2007
      and
      all remaining balances were paid in full.





NOTE
      9-
      SUBSEQUENT EVENT




In
      February 18, 2008 the Company acquired BioAuthorize, Inc. which is a hi-tech
      biometric technology company delivering voice-enabled payment authorization
      and
      processing services to the payment processing industry.





*
      * * * *
      *




F-13




**ITEM
      8.**  **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**




In
      March
      3, 2008 our prior auditor, Weaver & Martin, LLC, was dismissed and
      terminated, and the Company engaged the firm of Jewett, Schwartz, Wolfe &
Associates as its principal independent accountant. There were no reportable
      disagreements or events (as defined in Regulation S-B Item 304(a)
      (1) (iv)), and no transactions or events similar to a reportable disagreement
      or
      event with regard to the dismissal and termination of Weaver & Martin, LLC.
      Additional information regarding the change in our principal independent
      accountant is set forth in the Report on Form 8-K filed March 5,
      2008.




29





**ITEM
      8A. 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.





(b)
            Management’s
                Report on Internal Control Over Financial
                Reporting





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting, as such term is defined in Exchange Act Rule 13a-15(f)
      under the Securities Exchange Act of 1934.  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
      December 31, 2007.





This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial
      reporting.  Management’s report was not subject to attestation by the
      Company’s registered public accounting firm pursuant to temporary rules of the
      Securities and Exchange Commission that permit the Company to provide only
      management’s report in this annual report.





(c)
            Changes
                in Internal Control over Financial
                Reporting





There
      have not been any changes in the Company’s internal controls or in other factors
      that occurred during the Company’s last fiscal quarter ended December 31, 2007
      that have materially affected or are reasonably likely to materially affect
      the
      Company’s internal control over financial reporting.




30





**ITEM
      8B. OTHER INFORMATION**





None


**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT.**





**Directors
      and Executive Officers**





The
      Agreement through which the Company acquired BioAuthorize, provides under a
      post-closing condition that, 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. Those
      resignations have not yet occurred. None of the officers and directors named
      below are acting on behalf of, or at the direction of, any other
      person.





Name
            
            Age
            
            Position
            
            TermYada
                Schneider
            
            37
            
            Director,
                president and Chief Executive Officer
            
            Since
                February 2008Larry
                Don Bankston
            
            59
            
            Director
            
            Since
                July 2006G.
                Neil Van Wie
            
            58
            
            Vice-President
                and Chief Financial Officer
            
            Since
                February 2008Gerald
                B. Van Wie
            
            36
            
            Vice-President,
                Chief Operating Officer and Chief Technical Officer
            
            Since
                February 2008Lenny
                Amado
            
            49
            
            Director
            
            Since
                November 2007





Biographical
      information regarding each of our directors and executive officers is set forth
      below:





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 now known as Genesis Land, Inc. 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 now known as Genesis
      Holdings, Inc. Genesis Land 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 the
      Company over the last year.




31




Yada
                Schneider, 37, was 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 Share Exchange Agreement dated
                February 18, 2008 between the Company, BioAuthorize and the BioAuthorize
                Shareholders (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, 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, 58, was 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, 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, was 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, 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.




32





Lenny
      Amado, 49, 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. Mr. Amado became a director of the Company in
      November 2007.





None
      of
      the executive officers or directors of the Company has, during the last five
      years, been convicted in a criminal proceeding (excluding traffic violations
      or
      similar misdemeanors) or has been a party to a civil proceeding which resulted
      in a judgment, decree or final order enjoining further violations of, or
      prohibiting activities subject to, federal or state securities laws or finding
      any violation of such laws. All of the executive officers and directors of
      the
      Company are citizens of the United States.





The
      Board
      of Directors of the Company has not established any committees.





**Compliance
      With Section 16(a) of the Exchange Act**





Section
      16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the
      Company’s directors and executive officers, and persons who beneficially own
      more than ten percent of a registered class of our equity securities, to file
      with the Securities and Exchange Commission (the “Commission”) initial reports
      of beneficial ownership and reports of changes in beneficial ownership of our
      Common Stock. The rules promulgated by the Commission under Section 16(a) of
      the
      Exchange Act require those persons to furnish us with copies of all reports
      filed with the Commission pursuant to Section 16(a). The information in this
      section is based solely upon a review of Forms 3, Forms 4, and Forms 5 received
      by us.





We
      believe that the Company’s executive officers, directors and 10% shareholders
      timely complied with their filing requirements during the year ended December
      31, 2007 except for the Form 3 filed on July 6, 2007 by Jason Pratte, the former
      President and CEO of the Company and the Form 3 filed on July 26, 2007 by Larry
      Don Bankston, a current director of the Company. Both of these reports were
      filed late.





**Code
      of Ethics**




The
      Company has not adopted a code of ethics with standards as set out by the SEC's
      regulations as of the date of this filing, although management intends to
      consider the need for a code of ethics in the near future.





**ITEM
      10. EXECUTIVE COMPENSATION**





**Summary
      Compensation Table**





The
      following table sets forth the cash compensation paid by the Company to its
      Chief Executive Officer and to all other executive officers for services
      rendered from July 1, 2001 through December 31, 2007. As of February 18, 2008,
      Yada Schneider was appointed as a director and the Chief Executive Officer
      and
      President, and Neil Van Wie as Vice-President and Chief Financial Officer and
      Gerald B. Van Wie as Vice-President, Chief Operating Officer and Chief Technical
      Officer of the Company. Since Mr. Schneider, Neil Van Wie and Gerald Van Wie
      held no positions with the Company prior to February 2008, they are not included
      in any of the executive compensation information.




33




**2007
        and 2006 SUMMARY COMPENSATION TABLE**


**Name
                and Principal Position**
            
            
            **Year**
            
            
            **Salary ($)**
            
            
            **Bonus ($)**
            
            
            **Restricted
                Stock**
              **Awards**
              **($)**
            
            
            **Securities
                Underlying Option**
              **Awards**
              **($)**
            
            
            **Non-Equity**
              **Incentive
                Plan**
              **Compensation**
              **($)**
            
            
            **Change
                in**
              **Pension**
              **Value
                and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **($)**
            
            
            **All
                Other**
              **Compensation**
              **($)**
            
            
            **Total**
              **($)**Jason
                Pratte
            
            
            2007
                &2006
            
            
            0.
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0




**OPTION
                EXERCISES AND STOCK VESTED TABLE****Option
                Awards**
            
            **Stock
                Awards****Name**
            
            **Number of Shares**
              **Acquired on Exercise**
              **(#)**
            
            **Value Realized**
              **on
                Exercise**
              **($)**
            
            **Number of Shares**
              **Acquired on Vesting**
              **(#)**
            
            **Value Realized**
              **on
                Vesting**
              **($)**Jason
                Pratte
            
            
            0
            
            
            0
            
            
            0
            
            
            0




**PENSION
                BENEFITS TABLE****Name**
            
            **Plan Name**
            
            **Number of Years**
              **Credited
                Service**
              **(#)**
            
            **Present Value**
              **of Accumulated**
              **Benefit**
              **($)**
            
            **Payments During Last**
              **Fiscal
                Year**
              **($)**Jason
                Pratte
            
            
            (1
            )
            
            0
            
            
            0
            
            
            0




**Name**
            
            **Executive
                Contributions**
              **in
                Last Fiscal Year**
              **($)**
            
            **Registrant**
              **Contributions
                in Last**
              **Fiscal
                Year**
              **($)**
            
            **Aggregate
                Earnings in Last Fiscal Year**
              **($)**
            
            **Aggregate
                Withdrawals /**
              **Distributions**
              **($)**
            
            **Aggregate
                Balance at**
              **Last
                Fiscal Year-End**
              **($)**Jason
                Pratte
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0




34




**Name**
            
            
            **Fees
                Earned or**
              **Paid
                in Cash**
              **($)**
            
            
            **Stock
                Awards**
              **($)**
            
            
            **Option
                Awards**
              **($)**
            
            
            **Non-Equity
                Incentive Plan Compensation**
              **($)**
            
            
            **Change
                in Pension**
              **Value
                and**
              **Nonqualified
                Deferred Compensation Earnings**
              **($)**
            
            
            **All
                Other**
              **Compensation**
              **($)**
            
            
            **Total**
              **($)**Jason
                Pratte
            
            $
            0-
            
            
            0
            
            $
            0-
            
            
            0
            
            
            0
            
            
            0
            
            $
            0-




**Name**
            
            
            **Year**
            
            
            **Perquisites**
              **and
                Other Personal Benefits**
              **($)**
            
            
            **Tax
                Reimbursements**
              **($)**
            
            
            **Insurance
                Premiums**
              **($)**
            
            
            **Company
                Contributions**
              **to
                Retirement and 401(k) Plans**
              **($)**
            
            
            **Severance
                Payments / Accruals**
              **($)**
            
            
            **Change
                in Control Payments / Accruals**
              **($)**
            
            
            **Total**
              **($)**Jason
                Pratte
            
            
            2007
                & 2006
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0




**Name**
            
            
            **Year**
            
            
            **Personal
                Use of Company Car/Parking**
            
            
            **Financial
                Planning/ Legal Fees**
            
            
            **Club
                Dues**
            
            
            **Executive
                Relocation**
            
            
            **Total
                Perquisites and**
              **Other
                Personal Benefits**Jason
                Pratte
            
            
            2007
                & 2006
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0






**Name**
            
            
            **Benefit**
            
            
            **Before
                Charge in Control Termination w/o Cause or for Good
                Reason**
            
            
            **After
                Change in Control Termination w/o Cause or for Good
                Reason**
            
            
            **Voluntary
                Termination**
            
            
            **Death**
            
            
            **Disability**
            
            
            **Change
                in Control**Jason
                Pratte
            
            
            Severance
            
            
            (1
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0




There
      was
      no compensation paid to any other director or officer during the fiscal years
      ended December 31, 2004-2007.




35





**Employment
      Agreements**





The
      Company has not entered into employment agreements with any of its officers
      as
      of the date of this filing. Yada Schneider and Gerald B. Van Wie each have
      five
      (5) year employment agreements with BioAuthorize, and G. Neil Van Wie has a
      four
      (4) year employment agreement with BioAuthorize, our wholly-owned subsidiary
      which was acquired in February 2008. These employment agreements continue
      through the end of 2012 and 2011, respectively.




**Director
      Compensation**





The
      Company’s directors did not receive any cash or other compensation during any of
      the respective years ended December 31, 2006 through December 31,
      2007.




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**




As
      of
      March 26, 2008 we had 25,000,000 shares of common stock outstanding. The
      following table sets forth certain information regarding beneficial ownership
      of
      the common stock as of March 26, 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.
      71 st Street,
      Suite 226, Scottsdale, AZ 85254-2179.




36




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, Director1525
                  Clover HillRoad,
                  Mansfield, TX 76063
              
              
              2,219,774
              (4)
              
              8.88
              %Common
                  Stock
              
              Yada
                Schneider, President, CEO, Director
              
              
              7,128,000
              
              
              28.51
              %Common
                  Stock
              
              Gerald
                B. Van Wie,Vice President, Chief Operating Officer and Chief Technical Officer
                of the
                Company
              
              
              7,128,000
              
              
              28.51
              %Common
                  Stock
              
              G.
                Neil Van Wie, Vice President and Chief Financial Officer
              
              
              880,000
              
              
              3.52
              %Common
                  Stock
              
              Members
                Only Financial, Inc.16680
                N. 174thLaneSurprise,
                AZ 85388
              
              
              2,464,000
              
              
              9.86
              %Common
                  Stock
              
              Soliton,
                LLC49
                W. River RoadRumson,
                NJ 07760
              
              
              2,400,000
              
              
              9.60
              %Common
                  Stock
              
              Directors
                and Officers as a group, 4 people
              
              
              17,355,774
              
              
              69.42
              %




(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 25,000,000 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, but excludes 16,780,226
      shares which have been delivered by the Bankston Third Family Limited
      Partnership to the Company for cancellation in exchange for all of the interests
      of the Company in its wholly-owned real estate subsidiary, Genesis Land, Inc.
      pursuant to terms of the share exchange agreement dated February 18, 2008
      between the Company, Genesis land, Inc. and the Bankston Third Family Limited
      Partnership which is scheduled to close no later than March 31,
      2008.





**DESCRIPTION
      OF SECURITIES**




**General**




Our
      authorized capital stock consists of 25,000,000 shares of common stock, par
      value $ .001 per share. Currently, we are not authorized to issue any shares
      of
      preferred stock.




**Common
      Stock**




The
      shares of our common stock presently outstanding, and any shares of our common
      stock issued upon exercise of stock options and/or warrants, will be fully
      paid
      and non-assessable. There are no outstanding options or warrants. Each holder
      of
      common stock is entitled to one vote for each share owned on all matters voted
      upon by shareholders, and a majority vote is required for all actions to be
      taken by shareholders. In the event we liquidate, dissolve or wind-up our
      operations, the holders of the common stock are entitled to share equally and
      ratably in our assets, if any, remaining after the payment of all our debts
      and
      liabilities. The common stock has no preemptive rights, no cumulative voting
      rights, and no redemption, sinking fund, or conversion provisions. Since the
      holders of common stock do not have cumulative voting rights, holders of more
      than 50% of the outstanding shares can elect all of our Directors, and the
      holders of the remaining shares by themselves cannot elect any Directors.
      Holders of common stock are entitled to receive dividends, if and when declared
      by the Board of Directors, out of funds legally available for such purpose.




37




**Dividend
      Policy**




We
      have
      never declared any cash dividends on our common stock. We currently intend
      to
      retain future earnings, if any, to finance the expansion of our business. As
      a
      result, we do not anticipate paying any cash dividends in the foreseeable
      future.





**Options
      and Warrants:**





As
      of
      December 31, 2007 there were no options and warrants
      outstanding.





**Convertible
      Securities**





At
      December 31, 2007 we have no convertible securities.




**Amendment
      of our Bylaws**




Our
      bylaws may be adopted, amended or repealed by the affirmative vote of a majority
      of our outstanding shares. Subject to applicable law, our bylaws also may be
      adopted, amended or repealed by our board of directors.





**Transfer
      Agent**





On
      December 31, 2007, the Company engaged Island Stock Transfer to serve in the
      capacity of transfer agent. The transfer agent’s mailing address and telephone
      number is 100 Second Avenue South, Suite 104N, St. Petersburg, Florida - Phone
      (727) 289-0010.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDPENDENCE.**





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
      of
      19,000,000 shares of Genesis Holdings common stock to the
      Bankston Third Family Limited Partnership . Genesis
      Land Development, 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 metropolitan 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 this equity,
      there was no prior relationship between Mr. Bankston and the Company. Mr.
      Bankston is a director of 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.




38





The
      Company issued 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 six (6) month period ended September 30, 2007.





On February
      18, 2008 ,
      we
      entered into a Share Exchange Agreement (the “Exchange Agreement”) with
      BioAuthorize and all of BioAuthorize's shareholders, some of which are the
      individuals now or to be appointed to our board of directors under provisions
      of
      the Exchange Agreement.  Yada Schneider was appointed to our board of
      directors on February 18, 2008. Following the 10-day period after an Information
      Statement is mailed to our registered shareholders, two of our current
      directors, Larry Don Bankston and Lenny Amado, will resign from the board of
      directors, and the remaining director, Yada Schneider, will appoint G. Neil
      Van
      Wie and Gerald B. Van Wie to our board of directors.





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 five (5) BioAuthorize
      shareholders.  As a result, BioAuthorize became our wholly owned
      subsidiary, and the BioAuthorize shareholders now own 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 received approximately 60.54%
      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.





In
      addition, on February 18, 2008, the Company entered into a Share Exchange
      Agreement for the transfer of all interests in its wholly-owned real estate
      subsidiary, Genesis Land, Inc., to the Bankston Third Family Limited Partnership
      no later than March 31, 2008 in exchange for 16,780,226 shares of common stock
      of the Company owned by the Bankston Third Family Limited
      Partnership . The
      Bankston Third Family Limited Partnership has delivered the shares of common
      stock to the Company .





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.




39





**ITEM
      13. EXHIBITS.**




The
      exhibits marked with an "*" were filed with the Company's original Form 8-A12G
      on August 10, 2001, and those marked with a “#” were filed with the Company’s
      initial Form SB-2 on September 15, 2006. The remaining exhibits are filed with
      this report. The exhibits marked with an “**” were filed with the December 31,
      2006 10-KSB, the exhibits marked with an “***” were filed with the February 18,
      2008 8-K filing and the exhibit marked with an “****” were filed with the March
      21, 2008 8-K filing.




**Exhibit #**
            
            **Description***3.1
            
            Articles
                of Incorporation*3.2
            
            By-Laws**10.1
            
            Agreement
                of Purchase and Sale dated June 3, 2005 by and between Genesis Land
                Development, LLC and Wall Homes, Inc.**10.2
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and William
                E.
                Lane
              Lane**10.3
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and RD
                Bickerstaff**10.4
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and Laura
                Poulson**10.5
            
            Consulting
                Agreement dated January 1, 2006, by and between AABB, Inc. and Heritage
                West Capital**10.6
            
            Merger
                Agreement, dated July 1, 2006, by and among AABB, Inc., AABB Acquisition
                Sub, Inc., Genesis Land Development, LLC and certain
                shareholders***10.7
            
            Share
                Exchange Agreement dated February 18, 2008 by and among the Company,
                BioAuthorize and the BioAuthorize Shareholders list on Exhibit A
                to the
                Agreement***10.8
            
            Share
                Exchange Agreement dated February 18, 2008 by and among the Company,
                Genesis Land, Inc. and the Bankston Third Family Limited
                Partnership****10.9
            
            First
                Amendment to Share Exchange Agreement dated February 18, 2008 by
                and among
                the Company, Genesis Land, Inc. and the Bankston Third Family Limited
                Partnership31.1
            
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive Officer31.2
            
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Financial Officer32.1
            
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive Officer32.2
            
            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 and the transaction for the conveyance of all ownership interest
      in
      Genesis Land to the Bankston Third Family Limited Partnership no later than
      March 31, 2008.




40





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 transaction with the Bankston Third Family Limited
      Partnership from March 17 to March 31, 2008.




**ITEM
      14.** **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**




The
      Company paid or accrued the following fees in the 2007 fiscal year to its
      principal accountant, Jewett, Schwartz, Wolfe and Associates:


Year
                  ended December 31, 20071. Audit
                  fees
              
              $
              10,0002. Audit-related
                  fees
              
              
              —3. Tax
                  fees
              
              
              —4. All
                  other fees
              
              
              —Totals
              
              $
              10,000




The
      Company’s principal accountant did not engage any other persons or firms other
      than the principal accountant’s full-time, permanent employees. As the Company
      does not have an audit committee, the entire Board pre-approves all services
      provided by the Company's principal accountant.




41





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, there unto duly authorized.


Date:
              March 31, 2008
            *Genesis
                Holdings, Inc.*By:
            */s/
              Yada Schneider*Yada
                Schneider
              President
                  and Chief Executive Officer (Principal Executive Officer)




Date:
              March 31, 2008By:
            */s/
              Neil Van Wie*Neil
                  Van Wie
              Vice-President
                    and Chief Financial Officer (Principal Financial Officer)




42




POWER
      OF
      ATTORNEY





Know
      All
      Persons By These Presents, that each person whose signature appears below
      constitutes and appoints Yada Schneider his true and lawful attorney-in-fact
      and
      agent, with full power of substitution and resubstitution, for him and in his
      name, place and stead, in any and all capacities, to sign any and all amendments
      to this Annual Report on Form 10-KSB, and to file the same, with all exhibits
      thereto, and other documents in connection therewith, with the Commission,
      granting unto said attorneys-in-fact and agents, and each of them, full power
      and authority to do and perform each and every act and thing requisite and
      necessary to be done in connection therewith, as fully to all intents and
      purposes as he might or could do in person, hereby ratifying and confirming
      our
      signatures as they may be signed by ours said attorney-in-fact and any and
      all
      amendments to this Annual Report on Form 10-KSB.





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Annual Report
      on Form 10-KSB has been signed by the following persons in the capacities and
      on
      the dates indicated.




Date:
              March 31, 2008
            By:
            */s/
              Yada Schneider*Yada
                  Schneider
                Director,
                  President & CEO




Date:
              March 31, 2008
            By:
            */s/
              Larry Don Bankston*Larry
                  Don Bankston,
                Director




43