UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-K




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


EXCHANGE
ACT OF 1934




For
the Fiscal Year Ended December 31, 2008


OR


o TRANSITION 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


BioAuthorize
Holdings, Inc.


(Exact
name of registrant as specified in its charter)


Nevada
                        20-2775009State
      of Incorporation
                        IRS
      Employer Identification
No.


15849
N. 71st Street,
Suite 216, Scottsdale, AZ 85254


(Address
of principal executive offices)


(928)
300-5965


(Issuer’s
telephone number)


Securities
registered under Section 12(b) of the Exchange Act:


None


Securities
registered under Section 12(g) of the Exchange Act:


Common
Stock, $0.001 par value per share


(Title
of Class)




Common
Stock, $.001 Par Value


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. ̈YesxNo




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  ̈Yes xNo




Indicate by check mark 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 preceding 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 xNo  ̈




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  ̈




Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):




Large accelerated filer   ̈
              
              Accelerated filer   ̈Non-accelerated filer   ̈
              
              Small
      Business Issuerx





Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act. Yes  ̈ No x


The aggregate market value
of voting stock held by non-affiliates of the registrant on December 31, 2008
was approximately $358,320. Solely for purposes of the foregoing
calculation, all of the registrant’s directors and officers as of December 31,
2008, are deemed to be affiliates.This
determination of affiliate status for this purpose does not reflect a
determination that any persons are affiliates for any other
purposes.





State the number of shares outstanding of each of the issuer’s classes of equity
securities, as of the latest practicable date: As of April 13, 2009, there were
28,280,006 shares of Common Stock, $0.001 par value per share issued and
outstanding, and there were no shares of Preferred Stock, $.01 par value per
shares issued and outstanding.




Documents
Incorporated By Reference -None





BioAuthorize
Holdings, Inc.


FORM
10-K ANNUAL REPORT


FOR THE FISCAL
YEAR ENDED DECEMBER 31,2008


TABLE
OF CONTENTS


T




PART IITEM 1.
                BUSINESS
                3ITEM 1A.
                RISK
      FACTORS
                11ITEM 1B.
                UNRESOLVED
      STAFF COMMENTS
                11ITEM 2.
                PROPERTIES
                11ITEM 3.
                LEGAL
      PROCEEDINGS
                11ITEM 4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                11PART IIITEM 5.
                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                11ITEM 6.
                SELECTED
      FINANCIAL DATA
                13ITEM 7.
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                14ITEM 7A.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                17ITEM 8.
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                F-1ITEM 9.
                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                18ITEM 9A.
                CONTROLS
      AND PROCEDURES
                18ITEM 9B.
                OTHER
      INFORMATION
                19PART IIIITEM 10.
                DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
                19ITEM 11.
                EXECUTIVE
      COMPENSATION
                22ITEM 12.
                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                25ITEM 13.
                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                26ITEM 14.
                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                26PART IVITEM 15.
                EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                27SIGNATURES
                28CERTIFICATIONSExhibits
      31.1 and 31.2 – Rule 13a-14(a)/15d-14(a) CertificationsExhibits
      32.1 and 32.2 – Section 1350 Certifications




2




Forward
Looking Statements — Cautionary Language




Certain
statements made in these documents and in other written or oral statements made
by BioAuthorize Holdings, Inc. or on BioAuthorize Holdings, Inc.’s behalf are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is a
statement that is not a historical fact and, without limitation, includes any
statement that may predict, forecast, indicate or imply future results,
performance or achievements, and may contain words like: "believe",
"anticipate", "expect", "estimate", "project", "will", "shall" and other words
or phrases with similar meaning in connection with a discussion of future
operating or financial performance. In particular, these include statements
relating to future actions, trends in our businesses, prospective products,
future performance or financial results. BioAuthorize Holdings, Inc. claims the
protection afforded by the safe harbor for forward-looking statements provided
by the PSLRA. Forward-looking statements involve risks and uncertainties that
may cause actual results to differ materially from the results contained in the
forward-looking statements. Risks and uncertainties that may cause actual
results to vary materially, some of which are described in this filing. The
risks included herein are not exhaustive. This annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and other documents
filed with the SEC include additional factors which could impact BioAuthorize
Holdings, Inc.'s business and financial performance. Moreover, BioAuthorize
Holdings, Inc. operates in a rapidly changing and competitive environment. New
risk factors emerge from time to time and it is not possible for management to
predict all such risk factors. Further, it is not possible to assess the impact
of all risk factors on BioAuthorize Holdings, Inc.'s business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. In addition,
BioAuthorize Holdings, Inc. disclaims any obligation to update any
forward-looking statements to reflect events or circumstances that occur after
the date of the report.





PART
I





ITEM
1. BUSINESS.





Overview




Genesis
Holdings, Inc. now known as BioAuthorize 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, a former director of ours, 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.




3





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.





In fiscal
2006 and 2007, the Company’s sole operating company was from its wholly owned
subsidiary Genesis Land. All income and expense of the Company were derived from
operations of Genesis Land. We exited the real estate development business in
2008 with the disposition of Genesis Land effective March 31, 2008. We had no
revenue or income to report in 2008.





Development
of the Business





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, directors and officers of BioAuthorize during the
last completed fiscal year (Mr. Schneider remains a director and officer but
Neil Van Wie and Gerald Van Wie resigned their positions in October 2008),
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 Agreement, 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.





Under a
post-closing condition of the share exchange, Larry Don Bankston and Lenny Amado
resigned from the Board of Directors, and G. Neil Van Wie and Gerald B. Van Wie
were appointed to the Board. G. Neil Van Wie and Gerald B. Van Wie have both
since resigned from the Board. In October 2008, Jeffrey Perry and Kim Garvey
were appointed to fill the vacancies on the Board.




4





Effective
March 31, 2008, the Company transferred 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”). Bankston Third Family Limited Partnership now owns Genesis Land,
and the Company has terminated all of its real estate activities.





The share
exchange with BioAuthorize 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.





Payment
Solution Process – The Initial Anticipated Business of BioAuthorize





With the
acquisition of BioAuthorize and the disposition of Genesis Land, we expect to
focus its business operations on the development and growth of the BioAuthorize
business. BioAuthorize is a hi-tech biometric technology company which has
developed a technology solution for e-commerce transactions related to the
delivery of voice-enabled payment authorization services to merchants and their
customers in processing payments for purchases made over the Internet. We
recently completed a modification to our expected product offerings. One product
offering is to provide e-commerce merchants the ability to use our voice
biometric services to authenticate customer purchases using bank account, debit
card or credit card payment methods while utilizing the merchant’s existing
merchant account and hardware, all without any need to add hardware cost to
implement the service and helping to substantially reduce fraud (the “Payment
Solution Process”).




We have
developed a payment solution that in essence will support the following
commercial applications and transactions. By using the service, a customer who
has enrolled, can make an online purchase of items or services offered by a
merchant who accepts our Payment Solution Process and then use his voice over
the telephone to authenticate his approval for payment of the purchased item or
service without relying on the need to type in a user name or password and
transmit that information over the Internet. Our Payment Solution Process is
expected to give e-commerce merchants and their customers a wide array of new
benefits including:


·
            Voice
      biometric authentication of purchases; by verification of his or her voice
      each customer has to be who he says he is or no purchase is
      allowed;


·
            The
      voice authentication process eliminates the need for a customer to
      remember user names or passwords;


·
            No
      need for establishment or enrollment in another merchant account or change
      to existing technology
infrastructure;


·
            Gives
      e-commerce customers the ability to complete purchases over the phone
      without any investment in new hardware or other infrastructure and greatly
      reduces, or may even eliminate, the chance of identity theft of a customer
      or unauthorized purchases;


·
            No
      need to submit sensitive credit card information over the Internet. Each
      consumer registers his voice and information one time on a secured
      land-based telephone line and thereafter uses the BioAuthorize Payment
      Solution Process with all merchants who have enrolled to
      participate;


·
            No
      software, hardware or other infrastructure requirements for merchants or
      customers.


·
            No
      in-depth training required; using the BioAuthorize Payment Solution
      Process requires only an act similar to checking voicemail on your phone.
      A customer simply calls the BioAuthorize number from his or her registered
      telephone, speaks his or her name, enter the registered phone number, and
      follow the brief prompts to authorize or pre-authorize of the purchase
      transaction.





5




We also
have planned telecom infrastructure changes by allowing for voice over internet
protocol which should significantly reduced the company’s operating costs at
such time that the payment solution process is activated. The telecom
infrastructure is needed to process telephone calls made by consumers during the
authentication of each payment transaction. As a result of the new voice over
internet protocol infrastructure, the company can now deliver its biometric
authentication service offerings to any location without the necessity of a
substantial telecom investment. This benefit should support the ability to
explore business opportunities with a variety of merchants in both domestic and
international markets.





Although
the technology has been developed for the payment solution process, all of the
requirements for actually implementing the process are not yet completed for
merchants and consumers to begin using the Payment Solution Process. No schedule
has been finalized for when the Payment Solution Process will be made available
to merchants and consumers. Although we expect that the Payment Solution Process
will be made available to merchants and consumers, no assurances can be made
that it will, in fact, be made available.





Summary
of the Patent Pending Invention of BioAuthorize





We have a
present invention, for which we have filed a patent application with the U.S.
Patent and Trademark Office, related to the field of biometrically identifying a
consumer for use in connection with the processing of an electronically
generated invoice. The invention set forth in the patent application does have
application to the Payment Solution Process discussed above which is more
limited for authorizing payment for an online transaction. 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.




6





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.




7




iPhone
App Store and Blackberry App World




We
recently enrolled BioAuthorize in the iPhone Developer Program and also became
an approved vendor for the recently introduced Blackberry App World by RIM. The
purpose of seeking these approvals was to develop a line of application products
for both the iPhone and the Blackberry handheld personal electronic devices
under the yadaTM
line of products by utilizing and leveraging, directly and indirectly, our voice
authentication technology. Both the iPhone App Store and (we expect) the
Blackberry App World include many categories of applications such as business,
education, entertainment, games, lifestyle, medical, news, reference,
networking, utilities and many others. We believe that an opportunity exists for
adopting aspects of the voice enabled authentication and authorization
technology to one or more applications within the utilities category. We expect
the yadaTM
product line to encompass utilities type applications for both iPhone and
Blackberry users. We have completed development of the first application for the
iPhone App Store which is known as yadaSayTM, a
simple, speedy and effective way to translate free form phrases between English
and Spanish languages and to learn the pronunciation of those phrases as well.
yadaSayTM
was approved by Apple, Inc. for offering in the iPhone App Store on March 24,
2009 and sales of downloads of the application at $0.99 each began that same
day. We have not had sufficient time to gage how popular yadaSayTM
may be or the total number of downloads of the application we may anticipate. We
expect to add additional languages for translation with the additional languages
included in the same application. Existing users will simply download the
updated version with the new languages while new users will receive the updated
version with all languages at the time of purchase of the
application.




Products
and Services




The
services and products offerings that we anticipate with the Payment Solution
Process utilizing 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, some
important 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 are primarily two-fold: (1) web enrollment
of customers and merchants and completion of account management web interface
development, and (2) integration with each merchant’s account management system
for payment processing approval by each customer. The BioAuthorize Payment
Solution Process is not yet fully operational, and no merchants or customers are
currently established or enrolled. No marketing efforts have yet been initiated
so it is unclear when the Payment Solution Process product offerings will be
fully operational.





Our
technology addresses at least two distinct problems associated with e-commerce
today. We are disturbed by the growth in cyber-crime, including identity theft
and credit card fraud. We are 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.




8




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. Our technology is expected to deliver a
biometric-focused technology solution to provide this much needed
capability.




Marketing
Strategy




Payment Solution
Process.Although hawse have completed development of the voice biometric
authentication process for our Payment Solution Process, plans for marketing of
the payment solution to merchants and customers have not been completed or
implemented. It is anticipated that BioAuthorize would generate revenue on a per
customer or per transaction authenticated basis for its Payment Solution
Process, and the financial modeling for such business is in the development
stage. Marketing actions must be undertaken before the Payment Solution Process
will be actually used in the marketplace. Currently, we have no marketing or
sales staff in place to reach merchants and customers for the Payment Processing
Solution. It is not yet know when a marketing plan will be
developed.




The
services and product offerings that we expect to deliver once development and
implementation are completed should provide a lower cost, more convenient, and
more secure alternative for merchants and customers. Additional capital
investments in physical infrastructure, or in new electronic components, are not
required in order to take advantage of the Payment Solution Process. 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, we 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 our Payment
Solution Process because of the low transaction fees.




We expect
to 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 our Payment Solution Process. This solution can be
integrated into online, as well as retail point of sale, merchant applications.
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 our Payment Solution Process. The responses have been favorable.
(Again, no beta test can commence until the additional tasks regarding the
prototype, as set forth above, are completed.)




iPhone Applications.
The ongoing marketing and promotional efforts of Apple, Inc. regarding the
iPhone App Store provide some marketing push for our initial product offering,
the translator yadaSayTM.
According to a recent report from CBSMarketWatch, there are approximately 25,000
application offerings in the App Store. The methods available to search and
locate desired applications in the App Store do not always assure that our
application will be easily located. So the challenge we face is how to attract
interest in and attention to yadaSayTM
so that iPhone users will be motivated to purchase and download the application.
Although we believe yadaSayTMincludes features and functionality not available with the other language
translators that are also offered in the App Store, we cannot depend upon this
alone to support the purchase and download of yadaSayTM.
As a result, we are organizing a small network of independent contractors to
help orchestrate marketing on the Internet of yadaSayTM
and other application we may develop. We anticipate these efforts will be made
through social websites and other similar web portals that cater to iPhone
users. We are uncertain as to how effective such marketing efforts will be, and
can make no assurances we will have any volume of downloads of yadaSayTMthat will
generate revenues and income for us. As such time that we complete product
offerings for Blackberry applications that will be included in the Blackberry
App World, a similar marketing strategy will be employed.




9




Competition
and Market Factors




Payment Solution
Process. Our 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.




iPhone Applications.
As noted above, there are reportedly approximately 25,000 iPhone application
offerings in the App Store. Many applications are free to download and others
may be purchased for $0.99 up to $9.99, but most are offered on the lower end of
the range. Although there are many different applications, all compete for the
same dollars that iPhone users may have available to purchase applications. So
in a certain way, all applications are potential competition since each iPhone
user may have a budget to purchase only so many applications. Those that are the
most highly rated by Apple, Inc. or its staff or by iPhone users themselves,
those that have the most appealing utilization and those in certain popular
categories may have an advantage and receive the most downloads. It is not known
if yadaSayTMwill fall
into any of those categories. In addition, the competition of other language
translator application offerings may impact the number of purchases and
downloads of yadaSayTM. Many of
the developers of these competing applications may have more significant
relationships, greater financial resources and longer histories of successful
operations for developing iPhone applications which may make it difficult for us
to compete.




Operational
Strategy




During
the first quarter and into the first month of the second quarter, core business
administrative capabilities were outsourced including payroll, human resources,
legal and similar functions. However, since that time the number of personnel
has been scaled back and no salaries have actually been paid to help preserve
cash. Outsourcing has been a key strategy throughout the early period to reduce
overhead and capital acquisition costs, while minimizing time to market for our
product offerings. Accounting services have been outsourced along with core IT
and client services for the iPhone application product offering, but product
engineering for development of the initial iPhone application, yadaSayTM,
was developed in house. Currently, BioAuthorize employs two (2) individuals for
which no salaries were being paid in the final two quarters of the most recently
completed fiscal year ended December 31, 2008.





Government
Regulation and Environmental Matters





With the
disposition of Genesis Land on March 31, 2008, we have eliminated our land
development business and expect to focus all our efforts on the development and
implementation of the iPhone applications for the App Store, the Blackberry App
World product offerings and the Payment Solution Process. 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.





With
regard to the technology related businesses, we must adhere to regulations
related to privacy of consumer information and other consumer protection laws.
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 this requirement will have a material adverse effect
on our business.




10





WHERE YOU CAN FIND MORE
INFORMATION





You are
advised to read this Form 10-K in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from
time to time. You may obtain copies of these reports directly from us or from
the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington,
D.C. 20549, and you may obtain information about obtaining access to the
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains information for electronic filers at its website
http://www.sec.gov.





ITEM
1A - RISK FACTORS





Smaller
reporting companies are not required to provide the information required by this
item, and therefore, we are not providing any response.





ITEM
1B. UNRESOLVED STAFF COMMENTS





We are
not an accelerated filer or a large accelerated filer, as defined in Rule 12b-2
of the Exchange Act, or a well-known seasoned issuer as defined in Rule 405 of
the Securities Act and therefore are not required to provide any information
regarding unresolved written comments that may have been received from the
Commission.





ITEM
2. PROPERTIES.




As of
fiscal year end December 31, 2008 the Company operates as a company
headquartered in Scottsdale, Arizona with its principal office location at 15849
N. 71st Street,
Suite 216, Scottsdale, AZ 85254. On October 1, 2008, the Company signed a lease
amendment for its Scottsdale, AZ location to rent space for $600 per month plus
applicable taxes. The lease terminates on January 31, 2010.





ITEM
3. LEGAL PROCEEDINGS




We are
currently not involved in any litigation, including ordinary routine litigation
incidental to the business, that we believe could have a materially adverse
effect on our financial condition or results of operations.





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 fourth
quarter of the fiscal year ended December 31, 2008.





PART
II





ITEM
5. MARKET FOR REGISTANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





(a)





Our
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 “BAZH.OB.”





The
following table sets forth, for the periods indicated, the high and low bid
quotations for our common stock. These quotations represent inter-dealer
quotations, without adjustment for retail markup, markdown or commission and may
not represent actual transactions.




11





Periods
                
                High
                
                
                LowFiscal
      Year 2008First
      Quarter (January – March 2008)
                
                $
                2.80
                
                
                $
                1.25Second
      Quarter (April – June 2008)
                
                $
                1.40
                
                
                $
                .20Third
      Quarter (July – September 2008)
                
                $
                .15
                
                
                $
                .02Fourth
      Quarter (October – December 2008)
                
                $
                .09
                
                
                $
                .02Fiscal
      Year 2007First
      Quarter (January – March 2007)
                
                $
                .00
                
                
                $
                .00Second
      Quarter (April – June 2007)
                
                $
                .00
                
                
                $
                .00Third
      Quarter (July – September 2007)
                
                $
                .00
                
                
                $
                .00Fourth
      Quarter (October – December 2007)
                
                $
                .00
                
                
                $
                .00




On March
13, 2009, the closing bid price of our common stock was $.008





Holders


At
December 31, 2008, there were 28,280,006 shares of our common stock outstanding
and there were approximately 1,181 shareholders of record of the Company’s
common stock.





Dividends


We have
not declared any cash dividends on our common equity for the two most recent
fiscal years. We had no revenues in our fiscal year ended December 31, 2008. We
may never pay any dividends to our shareholders. We did not declare any
dividends for the year ended December 31, 2008. Our Board of Directors does not
intend to distribute dividends in the near future. The declaration, payment and
amount of any future dividends will be made at the discretion of the Board of
Directors, and will depend upon, among other things, the results of our
operations, cash flows and financial condition, operating and capital
requirements, and other factors as the Board of Directors considers relevant.
There is no assurance that future dividends will be paid, and if dividends are
paid, there is no assurance with respect to the amount of any such
dividend.





Transfer
Agent





Our
Transfer Agent and Registrar for the common stock is Island Stock Transfer
located at 100 Second Avenue South, Suite 300N, St. Petersburg, Florida
33701.





Recent Sales of Unregistered
Securities





On July
28, 2008, the Company issued 500,000 shares of common stock to a single
sophisticated investor, Canal Street Partners, LP, as compensation for services
rendered to the Company. The shares of common stock were issued as restricted
shares in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended, as an issuance not involving any
public offering and applicable exemptions under Arizona state securities laws.
There were no underwriters involved in the transaction.





Equity
Compensation Plan Information




12





Plan Category
                  
                  Number of
                    securities to be
                    issued upon
                    exercise of
                    outstanding
                    options,
                    warrants and
                    rights
                    (a)
                  
                  
                  Weighted-
                    average
                    exercise price
                    of outstanding
                    options,
                    warrants and
                    rights
                    (b)
                  
                  
                  Number of
                    securities
                    remaining
                    available for
                    future issuance
                    under equity
                    compensation
                    plans
                    (excluding
                    securities
                    reflected in
                    column (a))
                    (c)Equity
      compensation plansapproved
      by security holders
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Equity
      compensation plans not approved by security holders*
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  20,000,000





*The
BioAuthorize Holdings, Inc. 2008 Equity Incentive Plan was approved by the
Company’s Board of Directors on October 6, 2008. The Plan has not yet been
submitted to the stockholders for approval.





ITEM
6. SELECTED FINANCIAL DATA.





The
following information has been summarized from financial information included
elsewhere and should be read in conjunction with such financial statements and
notes thereto.





Summary
of Statements of Operations of BioAuthorize Holdings, Inc.





Year
Ended December 31, 2008 and 2007





Statement of Operations
Data





December 31,2008
                  
                  
                  2007Revenues
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      and Other Expenses
                  
                  
                  (627,845
                  )
                  
                  
                  (1,416,595
                  )Net
      Loss
                  
                  $
                  (627,845
                  )
                  
                  $
                  (1,416,595
                  )





Balance
Sheet Data:





December 31,2008
                    
                    
                    2007Current
      Assets
                    
                    $
                    28,584
                    
                    
                    $
                    498,910Total
      Assets
                    
                    
                    85,933
                    
                    
                    
                    610,379Current
      Liabilities
                    
                    
                    15,171
                    
                    
                    
                    14,272Non
      Current Liabilities
                    
                    
                    -
                    
                    
                    
                    -Total
      Liabilities
                    
                    
                    15,171
                    
                    
                    
                    14,272Working
      Capital (Deficit)
                    
                    
                    13,413
                    
                    
                    
                    484,638Shareholders'Equity
      (Deficit)
                    
                    $
                    70,762
                    
                    
                    $
                    596,107




13





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OR
PLAN OF OPERATION.





The
following is management’s discussion and analysis of certain significant factors
that have affected our financial position and operating results during the
periods included in the accompanying consolidated financial statements, as well
as information relating to the plans of our current management. This report
includes forward-looking statements. Generally, the words “believes,”
“anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,”
“continue,” and similar expressions or the negative thereof or comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, including the matters set forth
in this report or other reports or documents we file with the Securities and
Exchange Commission from time to time, which could cause actual results or
outcomes to differ materially from those projected. Undue reliance should not be
placed on these forward-looking statements which speak only as of the date
hereof. We undertake no obligation to update these forward-looking
statements.





The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto and other
financial information contained elsewhere in this Form 10-K.





Critical
Accounting Policies





We
prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount 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.





The
following critical accounting policies affect the more significant judgments and
estimates used in the preparation of the Company’s consolidated financial
statements.





Revenue
Recognition





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.





Reclassifications




Certain
prior year amounts have been reclassified to conform to the current period
presentation for comparative purposes.





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.




14





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 123(R)-5 but it did not have a material impact on its
consolidated results of operations and financial condition.




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.





Basis
of Presentation





The
Company has produced minimal revenue from its principal business and is a
development stage company as defined by the Statement of Financial Accounting
Standards (SFAS) No. 7 “Accounting and Reporting by Development State
Enterprises”.





RESULTS
OF OPERATIONS





Fiscal Year Ended December 31,
2008, Compared to Fiscal Year Ended December 31, 2007




We are a
development stage company and have generated no revenues in our last two fiscal
years. Our future revenue plan is not yet developed. In the near term, we
believe our ability to generate revenue is dependent upon the success in sales
of downloads of our initial iPhone application, yadaSayTM
and our ability to develop additional iPhone applications and applications for
the Blackberry App World. Product offerings related to the Payment Solution
Process are expected to require additional financial resources and a longer time
period to develop, market and sell. Although we intend to pursue such product
offerings, there are no definitive plans in place to begin development,
marketing and sales of the Payment Solution Process product
offerings.




15




The
Company incurred losses of approximately $627,845, and $1,416,595 for the year
ended December 31, 2008 and 2007, respectively. Our losses since our inception
through December 31, 2008 amounted to $2,146,738. The decrease in the loss from
2008 to 2007 is primarily due to a reduction in the salaries of two of our
executives who resigned, and the waiver of accrued salaries for those same two
executives and our CEO during 2008. In addition, several administrative staff
personnel were terminated. General and administrative expenses were $865,511 and
$1,308,4611 for the year ended December 31, 2008 and 2007, respectively. The
decrease in general and administrative expense for the periods relates to
reduced employment of full time personnel as noted above and the decrease of the
use of consulting firms.




Sales and
marketing expense was $8,299 and $62,978 for the years ended December 31, 2008
and 2007, respectively. The decrease in sales and marketing services for the
periods relates to a reduction in expenses associated with hiring investor
relation firms, marketing firms, and financial advisory services.




Depreciation
and amortization expense was $31,206 and $13,700 for the years ended December
31, 2008 and 2007, respectively. The increase in depreciation for the periods
relates to the purchase of new equipment in 2007 that had a full years
depreciation in 2008.




Research
and development expense was $29,432 and $31,944 for the years ended December 31,
2008 and 2007, respectively. The decrease in research and development for the
periods relates to the decrease in outsourcing some development related services
and the increased use of in-house personnel for such services.




Liquidity
and Capital Resources




The
Company has sought to maintain a minimum of two months of working capital in the
bank. This figure was determined to allow for an adequate amount of time to
secure additional funds from investors as needed. The Company has a balance of
$28,583 in its bank account at the end of December, 2008. Currently, we have
been unable to maintain a minimum of two months of working capital and have
insufficient funds to meet all of our current obligations. Outside of the
requirements for our professional service providers, our cash needs are minimal
as we are not paying any salaries to our two employees. We anticipate that the
Board will approve grants of stock awards under our recently adopted equity
incentive plan to compensate these employees. Our resources and personnel are
limited. Since the $80,000 private placement in September 2008, we have not
focused our limited resources on raising more capital through additional private
placements of our securities. We are optimistic that sales of downloads of our
initial application, yadaSayTM,
through Apple’s App Store will generate sufficient revenues to cover our monthly
expenses for the next several months. However, no assurances can be made that we
will be successful in generating such revenue. The offering of additional
applications through both the App Store and Blackberry App World that we expect
to develop may provide additional revenue sources for our operations. In the
event that sales of downloads of applications we develop fail to generate
sufficient revenue to support our operations, we will need to secure additional
capital by other means.




In such
event, we believe we will have to rely on public and private equity and debt
financings to fund our liquidity requirements over the intermediate term. We may
be unable to obtain any required additional financings on terms favorable to us
or at all. If adequate funds are not available on acceptable terms, and if cash
and cash equivalents together with any income generated from operations fall
short of our liquidity requirements, we may be unable to sustain operations.
Continued negative cash flows could create substantial doubt regarding our
ability to fully implement our business plan and could render us unable to
expand our operations, successfully promote our brand, develop our products and
respond to competitive pressures or take advantage of acquisition opportunities,
any of which may have a material adverse effect on our business. If we raise
additional funds through the issuance of equity securities, our stockholders may
experience dilution of their ownership interest, and the newly issued securities
may have rights superior to those of our common stock. If we raise additional
funds by issuing debt, we may be subject to limitations on our operations,
including limitations on the payments of dividends. Because we may continue to
rely upon private investors for additional capital to sustain the business it is
uncertain if it will be able to secure future capital for the
Company.




16





We have
received billing statements for services rendered by our auditor during 2009
which are due upon receipt. We have insufficient funds to make such payments. We
cannot make payments of our bills as they now come due.





The
Company’s operating activities used $536,353, and $1,419,627 for the years ended
December 31, 2008 and 2007 respectively. The decrease in operating activities is
primarily due to a reduction in the salaries of two of our executives who
resigned, and the waiver of accrued salaries for those same two executives and
our CEO. In addition, several administrative staff personnel were
terminated.





Cash used
by investing activities was $0 and $93,714 for the years ended December 31, 2008
and 2007 respectively. The decrease is due to a decrease in the purchase of
equipment.





Cash
provided by financing activities was $80,000 and $1,998,278 for the years ended
December 31, 2008 and 2007 respectively. The decrease is due to the decrease in
raising funds through the sale of our common stock to develop our products for
the sale in the market.





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Smaller
reporting companies are not required to provide the information required by this
Item.


17





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





BIOAUTHORIZE
HOLDINGS, INC.





TABLE
      OF CONTENTS
                    
                    PageINDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM:
                    
                    F-2Jewett
      Schwartz Wolfe & AssociatesCONSOLIDATED
      FINANCIAL STATEMENTS:Consolidated
      Balance Sheet at December 31, 2008 and 2007
                    
                    F-3Consolidated
      Statements of Operations for the years ended December 31, 2008 and
      2007
                    
                    F-4Consolidated
      Statements of Stockholders’ Equity for the years ended December 31, 2008
      and 2007
                    
                    F-5Consolidated
      Statements of Cash Flows for the years ended December 31, 2008 and
      2007
                    
                    F-6NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                    
                    F-7


F-1





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Shareholders of


BioAuthorize
Holdings, Inc.





We have
audited the accompanying consolidated balance sheets of BioAuthorize Holdings,
Inc. (a Development Stage Company) as of December 31, 2008 and 2007, and the
related consolidated statements of operations, changes in shareholders' equity
and cash flows for each of the two years period ended December 31, 2008 and
2007, and the period from August 23, 2006 (date of inception) through December
31, 2008. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated 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 BioAuthorize Holdings, Inc.
(a Development Stage Company) as of December 31, 2008 and 2007, and the results
of their consolidated operations and their cash flows for each of the two years
period then ended and the period from August 23, 2006 (date of inception)
through December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.





These
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company has operating and liquidity concerns. In
addition, as of December 31, 2008, the Company has a deficit accumulated during
the development stage of approximating $2,000,000. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties. In this regard,
Management is proposing to raise any necessary additional funds through loans
and additional sales of its common stock. There is no assurance that the Company
will be successful in raising additional capital.





/s/ Jewett, Schwartz, Wolfe &
      AssociatesJewett,
      Schwartz, Wolfe & AssociatesHollywood,
      Florida
                April
      13, 2009





200 South
Park Road, SUITE 150 ● HOLLYWOOD, FLORIDA 33021 ● 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


Consolidated
Balance Sheet at December 31, 2008 and 2007
  BIOAUTHORIZE, INC.(A
      Development Stage Company)BALANCE
      SHEETS
 
 December
      312008
                      
                      
                      2007ASSETS:CURRENT
      ASSETSCash
                      
                      $
                      28,584
                      
                      
                      $
                      484,937Prepaid
      expense
                      
                      
                      -
                      
                      
                      
                      13,973Total
      current assets
                      
                      
                      28,584
                      
                      
                      
                      498,910PROPERTY
      AND EQUIPMENT, net
                      
                      
                      48,711
                      
                      
                      
                      79,917Patent
                      
                      
                      7,788
                      
                      
                      
                      4,521Deposits
                      
                      
                      850
                      
                      
                      
                      27,031TOTAL
      ASSETS
                      
                      $
                      85,933
                      
                      
                      $
                      610,379LIABILITIES
      AND STOCKHOLDERS' EQUITY:CURRENT
      LIABILITIES:Accounts
      payable and accrued liabilites
                      
                      $
                      15,171
                      
                      
                      $
                      14,272Total
      current liabilities
                      
                      
                      15,171
                      
                      
                      
                      14,272TOTAL
      LIABILITIES
                      
                      
                      15,171
                      
                      
                      
                      14,272COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY:Preferred
      stock, $.01 par value, 1,000,000 shares authorized; 0 and 16,376 issued
      and outstanding as of December 31, 2008 and 2007,
    respectively
                      
                      
                      -
                      
                      
                      
                      163Common
      stock, $.001 par value, 100,000,000 shares authorized; 28,280,006 and
      105,000 issued and outstanding as of December 31, 2008 and 2007,
      respectively
                      
                      
                      28,280
                      
                      
                      
                      1,050Additional
      paid-in capital
                      
                      
                      2,189,220
                      
                      
                      
                      2,113,787Accumulated
      deficit during this development stage
                      
                      
                      (2,146,738
                      )
                      
                      
                      (1,518,893
                      )Total
      stockholders' equity
                      
                      
                      70,762
                      
                      
                      
                      596,107LIABILITIES
      AND STOCKHOLDERS' EQUITY:
                      
                      $
                      85,933
                      
                      
                      $
                      610,379
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3




Consolidated
Statements of Operations for the years ended December 31, 2008 and
2007


BIOAUTHORIZE,
      INC.(A
      Development Stage Company)STATEMENTS
      OF OPERATIONSFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                  AND
      FROM THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECEMBER 31,
      2008
 For the Periodfrom August 23, 2006(inception) through2008
                        
                        
                        2007
                        
                        
                        December 31, 2008REVENUES:Revenues
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -OPERATING
      EXPENSES:General
      and administrative expenses
                        
                        
                        865,511
                        
                        
                        
                        1,308,461
                        
                        
                        
                        2,276,270Sales
      and marketing expenses
                        
                        
                        8,299
                        
                        
                        
                        62,978
                        
                        
                        
                        71,277Depreciation
      and amortization
                        
                        
                        31,206
                        
                        
                        
                        13,700
                        
                        
                        
                        44,906Research
      and development
                        
                        
                        29,432
                        
                        
                        
                        31,944
                        
                        
                        
                        61,376Total
      operating expenses
                        
                        
                        934,448
                        
                        
                        
                        1,417,083
                        
                        
                        
                        2,453,829OPERATING
      LOSS
                        
                        
                        (934,448
                        )
                        
                        
                        (1,417,083
                        )
                        
                        
                        (2,453,829
                        )OTHER
      (INCOME) AND EXPENSES:Interest
      expense
                        
                        
                        197
                        
                        
                        
                        220
                        
                        
                        
                        417Interest
      and dividend income
                        
                        
                        (2,566
                        )
                        
                        
                        (37,626
                        )
                        
                        
                        (40,192
                        )Other
      income
                        
                        
                        -
                        
                        
                        
                        1,200
                        
                        
                        
                        1,200Early
      extinguishment
                        
                        
                        (304,234
                        )
                        
                        
                        -
                        
                        
                        
                        (304,234
                        )Loss
      on investments
                        
                        
                        -
                        
                        
                        
                        35,718
                        
                        
                        
                        35,718Total
      other expense
                        
                        
                        (306,603
                        )
                        
                        
                        (488
                        )
                        
                        
                        (307,091
                        )NET
      LOSS
                        
                        $
                        (627,845
                        )
                        
                        $
                        (1,416,595
                        )
                        
                        $
                        (2,146,738
                        )NET
      LOSS PER SHARE:Basic
      and diluted:
                        
                        $
                        (0.03
                        )
                        
                        $
                        (13.49
                        )WEIGHTED
      AVERAGE OF SHARES OUTSTANDING:Basic
      and diluted
                        
                        
                        23,758,157
                        
                        
                        
                        105,000
 
 The
accompanying notes are an integral part of these consolidated financial
statements.


F-4




Consolidated
Statements of Stockholders’ Equity for the years ended December 31, 2008 and
2007


BIOAUTHORIZE, INC.(
      A Development Stage Company)STATEMENTS
      OF STOCKHOLDER' EQUITYFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 2007AND
      FOR THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECEMBER 31,
      2008 AccumulatedAdditional
                    
                    
                    Deficit in thisCommon Stock
                    
                    
                    Class A Preferred Stock
                    
                    
                    Paid-in
                    
                    
                    DevelopmentShares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    TotalAUGUST
      23, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Common
      stock issued for compensation
                    
                    
                    100,000
                    
                    
                    
                    1,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    104,000
                    
                    
                    
                    -
                    
                    
                    
                    105,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (102,298
                    )
                    
                    
                    (102,298
                    )DECEMBER
      31, 2006
                    
                    
                    100,000
                    
                    
                    $
                    1,000
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    104,000
                    
                    
                    $
                    (102,298
                    )
                    
                    $
                    2,702Preferred
      stock issued for investment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    16,279
                    
                    
                    
                    163
                    
                    
                    
                    1,999,837
                    
                    
                    
                    -
                    
                    
                    
                    2,000,000Common
      stock issued for services
                    
                    
                    5,000
                    
                    
                    
                    50
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    9,950
                    
                    
                    
                    -
                    
                    
                    
                    10,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,416,595
                    )
                    
                    
                    (1,416,595
                    )DECEMBER
      31, 2007
                    
                    
                    105,000
                    
                    
                    $
                    1,050
                    
                    
                    
                    16,279
                    
                    
                    $
                    163
                    
                    
                    $
                    2,113,787
                    
                    
                    $
                    (1,518,893
                    )
                    
                    $
                    596,107Capital
      conversion on reverse acquisition February 18, 2008
                    
                    
                    19,895,000
                    
                    
                    
                    18,950
                    
                    
                    
                    (16,279
                    )
                    
                    
                    (163
                    )
                    
                    
                    (18,787
                    )
                    
                    
                    
                    
                    
                    
                    -Common
      stock issued for cash
                    
                    
                    8,000,000
                    
                    
                    
                    8,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    72,000
                    
                    
                    
                    
                    
                    
                    
                    80,000Common
      stock issued for services
                    
                    
                    280,006
                    
                    
                    
                    280
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    22,220
                    
                    
                    
                    
                    
                    
                    
                    22,500Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (627,845
                    )
                    
                    
                    (627,845
                    )DECEMBER
      31, 2008
                    
                    
                    28,280,006
                    
                    
                    $
                    28,280
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    2,189,220
                    
                    
                    $
                    (2,146,738
                    )
                    
                    $
                    70,762
 
 The
accompanying notes are an integral part of these consolidated financial
statements.




F-5




Consolidated
Statements of Cash Flows for the years ended December 31, 2008 and
2007


BIOAUTHORIZE, INC.(
      A Development Stage Company)STATEMENTS
      OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                AND
      FROM THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECEMBER 31,
      2008 For the Periodfrom August 23, 2006(inception) to2008
                            
                            
                            2007
                            
                            
                            December 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                            
                            $
                            (627,845
                            )
                            
                            $
                            (1,416,595
                            )
                            
                            $
                            (2,146,738
                            )Adjustments
      to reconcile net loss to net cash (used in) operating
      activities:Depreciation
      and amortization
                            
                            
                            31,206
                            
                            
                            
                            13,700
                            
                            
                            
                            44,906Common
      stock issued for compensation
                            
                            
                            22,500
                            
                            
                            
                            10,000
                            
                            
                            
                            137,500Changes
      in assets and liabilities:
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -Prepaid
      expenses
                            
                            
                            13,973
                            
                            
                            
                            (13,973
                            )
                            
                            
                            -Deposits
                            
                            
                            22,914
                            
                            
                            
                            (27,031
                            )
                            
                            
                            (8,638
                            )Accrued
      payables and accrued liabilities
                            
                            
                            899
                            
                            
                            
                            14,272
                            
                            
                            
                            15,171Net
      cash used in operating activities
                            
                            
                            (536,353
                            )
                            
                            
                            (1,419,627
                            )
                            
                            
                            (1,957,799
                            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of Intangible Asset
                            
                            
                            -
                            
                            
                            
                            (93,714
                            )
                            
                            
                            (93,617
                            )Net
      cash used in investing activities
                            
                            
                            -
                            
                            
                            
                            (93,714
                            )
                            
                            
                            (93,617
                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of common stock
                            
                            
                            80,000
                            
                            
                            
                            -
                            
                            
                            
                            80,000Proceeds
      from the issuance of preferred stock
                            
                            
                            -
                            
                            
                            
                            2,000,000
                            
                            
                            
                            2,000,000Proceeds
      and repayment from affiliates loans
                            
                            
                            -
                            
                            
                            
                            (1,722
                            )
                            
                            
                            -Net
      cash provided by financing activities
                            
                            
                            80,000
                            
                            
                            
                            1,998,278
                            
                            
                            
                            2,080,000-INCREASE
      IN CASH
                            
                            
                            (456,353
                            )
                            
                            
                            484,937
                            
                            
                            
                            28,584CASH,
      BEGINNING OF YEAR
                            
                            
                            484,937
                            
                            
                            
                            -
                            
                            
                            
                            -CASH,
      END OF YEAR
                            
                            $
                            28,584
                            
                            
                            $
                            484,937
                            
                            
                            $
                            28,584SUPPLEMENTAL
      CASH FLOW INFORMATION:Income
      Taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Interest
      Paid
                            
                            $
                            197
                            
                            
                            $
                            220
                            
                            
                            $
                            417
 
 The
accompanying notes are an integral part of these consolidated financial
statements.




F-6




BIOAUTHORIZE
HOLDINGS, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED DECEMBER 31, 2008 and 2007


AND
FROM THE PERIOD FROM AUGUST 23, 2006 (INCEPTION) THROUGH DECMEBER 31,
2008





NOTE 1 –
BACKGROUND





BioAuthorize
Holdings, Inc. (“The Company”) was incorporated in the state of Nevada on May
25, 1999. The Company was a holding company for subsidiary acquisitions and
through its wholly-owned subsidiary, BioAuthorize, Inc., is a hi-tech biometric
technology company (i) which has developed a technology solution for e-commerce
transactions related to the delivery of voice-enabled payment authorization
services to merchants and their customers in processing payments for purchases
made over the Internet and (ii) which is developing a line of application
products for both the iPhone and the Blackberry handheld personal electronic
devices under the yadaTM
line of products by utilizing and leveraging, directly and indirectly, its voice
authentication technology.





NOTE 2 -
GOING CONCERN ISSUES





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America which
contemplate continuation of the Company as a going concern. However, the Company
has year end losses from operations and had no revenues from operations in 2008
and 2007. From inception through the year ended December 31, 2008, the Company
has accumulated net losses approximating of $2,000,000. Further, the
Company has inadequate working capital to maintain or develop its operations,
and to date has been dependent upon funds from private investors and the support
of certain stockholders. The Company is seeking to support its operations with
revenue generated from sales of downloadable applications for Apple’s iPhone and
iTouch and RIM’s Blackberry handheld personal electronic devices. It is unclear
as to whether such revenues will develop in sufficient quantities to support the
Company’s operations.





These
factors raise substantial doubt about the ability of the Company to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties. In this regard, Management
may also plan to raise any necessary additional funds through loans and
additional sales of its common stock. There is no assurance that the Company
will be successful in raising additional capital.





NOTE 3 –
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:





Basis of
Presentation





The
Company has produced no revenue from its principal business and is a development
stage company as defined by the Statement of Financial Accounting Standards
(SFAS) No. 7 “Accounting and Reporting by Development State
Enterprises”.





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.




F-7





Revenue
Recognition





Revenue
includes product sales. The Company recognizes revenue from product sales in
accordance with Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition in
Financial Statement” which is at the time customers are invoiced at shipping
point, provided title and risk of loss has passed to the customer, evidence of
an arrangement exists, fees are contractually fixed or determinable, collection
is reasonably assured through historical collection results and regular credit
evaluations, and there are no uncertainties regarding customer
acceptance.





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, 2008, cash and cash
equivalents include cash on hand and cash in the bank.





Research and
Development





Costs are
expensed as incurred. There was $29,432 in research and development expense for
year ended December 31, 2008 as compared to $31,944 for year ended December 31,
2007.





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 calculated depreciation for principal items of
property and equipment are as follow:





Asset Category
                      
                      Depreciation/
                        Amortization PeriodFurniture
      and Fixture
                      
                      3
      YearsOffice
      equipment
                      
                      3
      YearsLeasehold
      improvements
                      
                      5
      Years





Impairment of Long-Lived
Assets





In
accordance with SFAS No. 144, long-lived assets, such as property, plant, and
equipment, and purchased intangibles, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Goodwill and other intangible assets are tested for
impairment. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. There were no events or changes in circumstances that
necessitated an impairment of long lived assets.





Income
Taxes





Deferred
income taxes are provided based on the provisions of SFAS No. 109, "Accounting
for Income Taxes" ("SFAS No. 109"), to reflect the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.




F-8





Concentration of Credit
Risk





The
Company maintains its operating cash balances in banks in Scottsdale, Arizona.
The Federal Depository Insurance Corporation (FDIC) insures accounts at each
institution up to $250,000.





Earnings Per
Share




Basic
earnings per share is computed 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, warrants, 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.





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.





Reclassification





Certain
prior period amounts have been reclassified to conform to current year
presentations.





Goodwill and Other
Intangible Assets




The
Company adopted Statement of Financial Accounting Standard (“SFAS No.”) No. 142,
Goodwill and Other Intangible
Assets, effective July 1, 2002. As a result, the Company discontinued
amortization of goodwill, and instead annually evaluates the carrying value of
goodwill and other intangible assets for impairment, in accordance with the
provisions of SFAS No. 142. There was no impairment of goodwill or other
intangible assets in Fiscal 2008.





Recent Accounting
Pronouncements





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





Employers’
Disclosures about Postretirement Benefit Plan Assets





In
December 2008, the Financial Accounting Standards Board (“FASB”) issued FASB
Staff Position on Financial Accounting Standard (“FSP FAS”) No. 132(R)-1,
“Employers’ Disclosures about Postretirement Benefit Plan Assets.” This FSP
amends FASB Statement No. 132(R) (“SFAS No. 132(R)”), “Employers’ Disclosures
about Pensions and Other Postretirement Benefits,” to provide guidance on an
employer’s disclosures about plan assets of a defined benefit pension or other
postretirement plan. FSP FAS No. 132(R)-1 also includes a technical amendment to
SFAS No. 132(R) that requires a nonpublic entity to disclose net periodic
benefit cost for each annual period for which a statement of income is
presented. The required disclosures about plan assets are effective for fiscal
years ending after December 15, 2009. The technical amendment was effective upon
issuance of FSP FAS No. 132(R)-1. The Company is currently assessing the impact
of FSP FAS No. 132(R)-1 on its consolidated financial position and results of
operations.





Effective
Date of FASB Interpretation No. 48 for Certain Nonpublic
Enterprises





In
December 2008, the FASB issued FSP FIN No. 48-3, “Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises.” FSP FIN No. 48-3
defers the effective date of FIN No. 48, “Accounting for Uncertainty in Income
Taxes,” for certain nonpublic enterprises as defined in SFAS No. 109,
“Accounting for Income Taxes.” However, nonpublic consolidated entities of
public enterprises that apply U.S. generally accepted accounting principles
(GAAP) are not eligible for the deferral.FSP FIN No. 48-3 was
effective upon issuance. The impact of adoption was not material to the
Company’s consolidated financial condition or results of
operations.




F-9





Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities





In
December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8,
“Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities.” This FSP amends SFAS No.
140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities,” to require public entities to provide
additional disclosures about transfers of financials assets. FSP FAS No. 140-4
also amends FIN No. 46(R)-8, “Consolidation of Variable Interest Entities,” to
require public enterprises, including sponsors that have a variable interest
entity, to provide additional disclosures about their involvement with a
variable interest entity. FSP FAS No. 140-4 also requires certain additional
disclosures, in regards to variable interest entities, to provide greater
transparency to financial statement users. FSP FAS No. 140-4 is effective for
the first reporting period (interim or annual) ending after December 15, 2008,
with early application encouraged. The Company is currently assessing the impact
of FSP FAS No. 140-4 on its consolidated financial position and results of
operations.





Accounting
for an Instrument (or an Embedded Feature) with a Settlement Amount That is
Based on the Stock of an Entity’s Consolidated Subsidiary





In
November 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No.
08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement
Amount that is based on the Stock of an Entity’s Consolidated Subsidiary.” EITF
No. 08-8 clarifies whether a financial instrument for which the payoff to the
counterparty is based, in whole or in part, on the stock of an entity’s
consolidated subsidiary is indexed to the reporting entity’s own stock. EITF No.
08-8 also clarifies whether or not stock should be precluded from qualifying for
the scope exception of SFAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities,” or from being within the scope of EITF No. 00-19,
“Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company’s Own Stock.” EITF No. 08-8 is effective for fiscal years
beginning on or after December 15, 2008, and interim periods within those fiscal
years. The Company is currently assessing the impact of EITF No. 08-8 on its
consolidated financial position and results of operations.





Accounting
for Defensive Intangible Assets





In
November 2008, the FASB issued EITF Issue No. 08-7, “Accounting for Defensive
Intangible Assets.” EITF No. 08-7 clarifies how to account for defensive
intangible assets subsequent to initial measurement. EITF No. 08-7 applies to
all defensive intangible assets except for intangible assets that are used in
research and development activities. EITF No. 08-7 is effective for intangible
assets acquired on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The Company is currently assessing the
impact of EITF No. 08-7 on its consolidated financial position and results of
operations.





Equity
Method Investment Accounting Considerations





In
November 2008, the FASB issued EITF Issue No. 08-6 (“EITF No. 08-6”), “Equity
Method Investment Accounting Considerations.” EITF No. 08-6 clarifies accounting
for certain transactions and impairment considerations involving the equity
method. Transactions and impairment dealt with are initial measurement, decrease
in investment value, and change in level of ownership or degree of influence.
EITF No. 08-6 is effective on a prospective basis for fiscal years beginning on
or after December 15, 2008. The Company is currently assessing the impact of
EITF No. 08-6 on its consolidated financial position and results of
operations.





Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active





In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.” This FSP
clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active. The FSP also provides examples for determining the
fair value of a financial asset when the market for that financial asset is not
active. FSP FAS No. 157-3 was effective upon issuance, including prior periods
for which financial statements have not been issued. The impact of adoption was
not material to the Company’s consolidated financial condition or results of
operations.


F-10


Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement
 
 In
September 2008, the FASB issued EITF Issue No. 08-5 (“EITF No. 08-5”), “Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement.”  This FSP determines an issuer’s unit of accounting for
a liability issued with an inseparable third-party credit enhancement when it is
measured or disclosed at fair value on a recurring basis.  FSP EITF
No. 08-5 is effective on a prospective basis in the first reporting period
beginning on or after December 15, 2008.  The Company is currently
assessing the impact of FSP EITF No. 08-5 on its consolidated financial position
and results of operations.
 
 Disclosures
about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date
of FASB Statement No. 161
 
 In
September 2008, the FASB issued FSP FAS No. 133-1, “Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161.”  This FSP amends FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities,” to require
disclosures by sellers of credit derivatives, including credit derivatives
embedded in a hybrid instrument.  The FSP also amends FASB
Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require
and additional disclosure about the current status of the payment/performance
risk of a guarantee.  Finally, this FSP clarifies the Board’s intent
about the effective date of FASB Statement No. 161, “Disclosures about
Derivative Instruments and Hedging Activities.”  FSP FAS No. 133-1 is
effective for fiscal years ending after November 15, 2008.  The
Company is currently assessing the impact of FSP FAS No. 133-1 on its
consolidated financial position and results of operations.
 
 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities
 
 In
June 2008, the FASB issued EITF Issue No. 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities.” EITF No. 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share under the two-class method. The EITF 03-6-1 affects entities
that accrue dividends on share-based payment awards during the awards’ service
period when the dividends do not need to be returned if the employees forfeit
the award. EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008. The Company is currently assessing the impact of EITF
03-6-1 on its consolidated financial position and results of
operations.
 
 Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock
 
 In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock.”  EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including evaluating the instrument's contingent exercise and
settlement provisions.  It also clarifies on the impact of foreign
currency denominated strike prices and market-based employee stock option
valuation instruments on the evaluation.  EITF 07-5 is effective for
fiscal years beginning after December 15, 2008.  The Company is
currently assessing the impact of EITF 07-5 on its consolidated financial
position and results of operations.
  F-11
  Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
 In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion.  The FSP
requires issuers to account separately for the liability and equity components
of certain convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized.  The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations.  The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented.  The FSP is effective for fiscal years beginning after
December 15, 2008 and early adoption is not permitted.  The Company is
currently evaluating the potential impact of FSP APB 14-1 upon its consolidated
financial statements.
  The
Hierarchy of Generally Accepted Accounting Principles
  In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements.  SFAS No. 162 is effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles".  The implementation of
this standard will not have a material impact on the Company's consolidated
financial position and results of operations.
  Determination
of the Useful Life of Intangible Assets
  In April
2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under SFAS No. 142 “Goodwill and Other Intangible
Assets”.  The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS No. 142 and the period
of the expected cash flows used to measure the fair value of the asset under
SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally
accepted accounting principles.    The Company is currently
evaluating the potential impact of FSP FAS No. 142-3 on its consolidated
financial statements.
  Disclosure
about Derivative Instruments and Hedging Activities
  In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities, an amendment of SFAS No.
133.” This statement requires that objectives for using derivative instruments
be disclosed in terms of underlying risk and accounting designation. The Company
is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently
evaluating the potential impact of SFAS No. 161 on the Company’s consolidated
financial statements.
  Delay
in Effective Date
  In
February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. The impact of adoption was not material to the
Company’s consolidated financial condition or results of
operations.
  Business
Combinations
  In
December 2007, the FASB issued SFAS No. 141(R) “Business
Combinations.”  This Statement replaces the original SFAS No.
141.  This Statement retains the fundamental requirements in SFAS
No. 141 that the acquisition method of accounting (which SFAS No. 141
called the purchase
method) be used for all business combinations and for an acquirer to be
identified for each business combination. The objective of SFAS No. 141(R) is to
improve the relevance, and comparability of the information that a reporting
entity provides in its financial reports about a business combination and its
effects. To accomplish that, SFAS No. 141(R) establishes principles and
requirements for how the acquirer:
  a.
                Recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any noncontrolling interest in the
      acquiree.
  F-12
  b.
                Recognizes
      and measures the goodwill acquired in the business combination or a gain
      from a bargain purchase.
  c.
                Determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business
      combination.
  This
Statement 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 and may not be applied before
that date. The Company is unable at this time to determine the effect that its
adoption of SFAS No. 141(R) will have on its consolidated results of operations
and financial condition.
  Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB No.
51
  In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.”  This
Statement amends the original Accounting Review Board (ARB) No. 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 clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. This Statement is effective for fiscal
years and interim periods within those fiscal years, beginning on or after
December 15, 2008 and may not be applied before that date.  The
Company is unable at this time to determine the effect that its adoption of SFAS
No. 160 will have on its consolidated results of operations and financial
condition.
  Fair
Value Option for Financial Assets and Financial Liabilities
  In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which becomes effective for the Company on February 1, 2008, permits
companies to choose to measure many financial instruments and certain other
items at fair value and report unrealized gains and losses in earnings. Such
accounting is optional and is generally to be applied instrument by instrument.
The election of this fair-value option did not have a material effect on its
consolidated financial condition, results of operations, cash flows or
disclosures.
  Fair
Value Measurements
  In
September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements.”  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, 2008 and was adopted by the Company in
the first quarter of fiscal year 2008. There was no material impact on the
Company’s consolidated results of operations and financial condition due to the
adoption of SFAS No. 157.
  Accounting
Changes and Error Corrections
  In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections,”
which replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements - An Amendment of
APB Opinion No. 28”. SFAS No. 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections, and it establishes
retrospective application, or the latest practicable date, as the required
method for reporting a change in accounting principle and the reporting of a
correction of an error. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The Company adopted SFAS No. 154 in the first quarter of fiscal year 2007 and
did not have a material impact on its consolidated results of operations and
financial condition.
  F-13
  NOTE 4 -
PROPERTY AND EQUIPMENT
 
 The
Company has fixed assets as of December 31, 2008 and 2007 as
follows:
 
 December 31,2008
                        
                        
                        2007Equipment
                        
                        $
                        93,617
                        
                        
                        $
                        93,617Accumulated
      depreciation
                        
                        
                        (44,906
                        )
                        
                        
                        (13,700
                        )Total
                        
                        $
                        48,711
                        
                        
                        $
                        79,917
 
 Depreciation
Expense is $31,206 for December 31, 2008 compared to $13,700 for December 31,
2007.
 
 NOTE 5 –
SHARE CAPITAL
 
 BioAuthorize
Holdings, Inc. F/K/A 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 100,000,000 shares of common stock, par value $.001 per
share, of which 28,280,006 are issued and outstanding and has authorized
1,000,000 shares of preferred stock, par value $.001 per share, to be designated
in series or classes with such voting powers,
designations, preferences, limitations, restrictions, relative rights, and
distinguishing designationas determined by our Board of Directorsin its sole
discretion.  No shares of preferred stock are
outstanding.
 
 The
Company has no options or warrants issued or outstanding as of December 31,
2008.
 
 Effective June 5, 2008 the
Company completed the corporate action required to amend its Articles of
Incorporation to change its name to BioAuthorize Holdings, Inc.,to
increase the number of authorized shares of common stock from 25,000,000 to
100,000,000 and to authorize a total of 1,000,000 shares of preferred stock to
be designated in series or classes with such voting powers, designations,
preferences, limitations, restrictions, relative rights, and distinguishing
designation as our Board of Directors shall determine in its sole
discretion.
 
 NOTE 6 -
REVERSE MERGER
 
 Effective
February 18, 2008, the Company completed its acquisition of BioAuthorize, Inc.
pursuant to a Share Exchange Agreement dated February 18,
2008.  BioAuthorize, Inc. is a wholly owned subsidiary of the
Company.    In the share exchange, the former stockholders
of BioAuthorize, Inc. received common shares in the Company.
 
 Pursuant
to the Share Exchange Agreement, 100% of the outstanding common stock of
BioAuthorize Inc. was exchanged for 80% of the Company’s shares of common stock
and no cash consideration or other consideration was issued or used in the share
exchange. Immediately after the share exchange, the former BioAuthorize, Inc.
shareholders owned a total of approximately 80% of the outstanding common stock
of the Company.  In addition, one of the BioAuthorize Inc. board
members became a member of the Board of Directors of the Company and the
management of BioAuthorize, Inc became the management team of the
Company.  At a later time, the other two board members of
BioAuthorize, Inc. became members of the Board of Directors of the
Company.  In early October 2008, those two members resigned their
board seats and their management positions with the Company and BioAuthorize,
Inc.
 
 The share
exchange was accounted for as a reverse acquisition by BioAuthorize, Inc. The
total fair value of this transaction is estimated to be approximately
$596,107.  It was determined that a more appropriate value of the fair
values exchanged, rather than the fair value of the securities traded in the
market, was the fair values of the net assets acquired.  There was no
cash exchanged in the reverse merger.   The issuance of shares of
common stock of the Company was deemed to be an equivalent fair market value,
for accounting purposes, to the shares of capital stock of BioAuthorize, Inc.
received in the share exchange.  The reasons for the share exchange
are as follows:
 
 ·
                The
      share exchange allows for the shareholders of BioAuthorize, Inc. to
      receive shares of common stock with increased liquidity and stronger
      market value;
  F-14
  ·
                The
      ability of the combined companies to utilize publicly-traded securities in
      capital raising transactions and as consideration in connection with
      future potential mergers or
acquisitions.
 
 NOTE 7 –
SHARE EXCHANGE
 
 Also as
contemplated in the share exchange with BioAuthorize Inc., in March 2008 the
Company and Bankston Third Family Trust LP agreed to surrender all of the
outstanding common shares of Genesis Land, Inc. in exchange for the surrender of
16,780,226 common shares of the Company held by the Bankston Third Family L.P.
The value of this exchange was based on the trading value of the Company’s
common stock surrendered which had a trading value of $.55 at the
day.  The exchange of the common stock of Genesis Land, Inc. for the
surrender of 16,780,226 commons stock held by Bankston Third Family LP was
accounted for as an equal exchange for value received and value
given.  There was no cash exchanged and no gain or loss recorded by
either party.
There was no gain or loss on the exchange of the two parties’ common
stock.
 
 Pursuant
to provisions of the Agreement, the Company was required to change its name to
BioAuthorize Holdings, Inc. The name change was completed on June 5,
2008.
 
 The
consolidated financial statements include the operations of BioAuthorize, Inc.
for the entirety of the periods presented, whereas, the historical financial
statements of BioAuthorize, Inc. became the historical financial statements of
the Company as required under the purchase method of accounting. See Note 5 for
the financial information condensed consolidated statements of operations as if
the share exchange under the Agreement occurred on February 18,
2009.
 
 NOTE 8 -
INCOME TAXES
 
 The
provision (benefit) for income taxes from continued operations for the years
ended December 31, 2008 and 2007 consist of the following:
 
 December 31,2008
                        
                        
                        2007Current:Federal
                        
                        $
                        -
                        
                        
                        $
                        -State
                        
                        
                        -
                        
                        
                        
                        --
                        
                        
                        
                        -Deferred:Federal
                        
                        $
                        213,467
                        
                        
                        $
                        453,310State
                        
                        
                        55,878
                        
                        
                        
                        127,493269,345
                        
                        
                        
                        580,803Benefit
      from the operating loss carryforward
                        
                        
                        (269,345
                        )
                        
                        
                        (580,803
                        )(Benefit)
      provision for income taxes, net
                        
                        $
                        -
                        
                        
                        $
                        -
  F-15
 
 The
difference between income tax expense computed by applying the federal statutory
corporate tax rate and actual income tax expense is as follows:
 
 December 31,2008
                      
                      
                      2007Statutory
      federal income tax rate
                      
                      
                      34.0
                      %
                      
                      
                      34.0
                      %State
      income taxes and other
                      
                      
                      8.9
                      %
                      
                      
                      8.9
                      %Valuation
      Allowance
                      
                      
                      (42.9
                      )%
                      
                      
                      (42.9
                      )%Effective
      tax rate
                      
                      
                      -
                      
                      
                      
                      -
  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 31,2008
                        
                        
                        2007Net
      operating loss carryforward
                        
                        
                        269,345
                        
                        
                        
                        580,803Valuation
      allowance
                        
                        
                        (269,345
                        )
                        
                        
                        (580,803
                        )Deferred
      income tax asset
                        
                        $
                        -
                        
                        
                        $
                        -
 
 The
Company has a net operating loss carryforward of approximately $2,146,738
available to offset future taxable income through 2028.
 
 NOTE 9 -
COMMITMENTS AND CONTINGENCIES
 
 The
Company has entered into various consulting agreements with outside consultants.
However, certain of these agreements included additional compensation on the
basis of performance.  The consulting agreement are with key
shareholders that are instrumental to the success of the company and its
development of it product.
 
 NOTE 10 -
RELATED PARTY TRANSACTIONS
 
 The
Company is managed by its key shareholders.
 
 NOTE 11 -
NET LOSS PER SHARE
 
 Restricted
shares are included in the computation of the weighted average number of shares
outstanding during the periods.  The net loss per common share is
calculated by dividing the consolidated loss by the weighted average number of
shares outstanding during the periods.
 
 NOTE
12  -  EARLY EXTINGUISHMENT OF DEBT
  The
company met the requirements of SFAS 140 paragraph 16.  SFAS 140
paragraph 16 outlined below outlines the two requirements that are met to
qualify for early extinguishment of debt.
  The
company removed these debts at the written wavier of the debt
holder.  Our prior officers waived their right to repayment of
deferred salary.  Therefore it is a matter of law or “judicially” to
remove the obligations upon the waiver by our prior officers to waive their
rights to the deferred salaries.
  Statement
of Financial Accounting Standards No. 140
 Accounting
for Transfers and Servicing of Financial
 Assets
and Extinguishments of Liabilities
 Paragraph
16:
 
 A debtor
shall derecognize a liability if and only if it has been extinguished. A
liability has been extinguished if either of the following conditions is
met:
 a.
                    The
      debtor pays the creditor and is relieved of its obligation for the
      liability. Paying the creditor includes delivery of cash, other financial
      assets, goods, or services or reacquisition by the debtor of its
      outstanding debt securities whether the securities are
      cancelled.
 b.
                    The
      debtor is legally released from being the primary obligor under the
      liability, either judicially or by the
creditor.
  F-16
 
 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
  There
were no reportable disagreements or events (as defined in Regulation S-B Item
304(a)(1)(iv)) as a result of any change in our auditors.
 
 ITEM
9A. 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
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).  It should be noted that any system of
controls, however well designed and operated, can provide only reasonable and
not absolute assurance that the objectives of the system are met. In addition,
the design of any control system is based in part upon certain assumptions about
the likelihood of certain events. Because of these and other inherent
limitations of control systems, there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.
 
 Based on
our evaluation under the framework, management has concluded that our internal
control over financial reporting was effective as of December 31,
2008.
 
 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.
  18
 
 (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, 2008
that have materially affected or are reasonably likely to materially affect the
Company’s internal control over financial reporting.
 
 Lack Of Independent Board Of Directors And Audit Committee
 
 Management
is aware that an audit committee composed of the requisite number of independent
members along with a qualified financial expert has not yet been
established.  Considering the costs associated with procuring and
providing the infrastructure to support an independent audit committee and the
limited number of transactions, Management has concluded that the risks
associated with the lack of an independent audit committee are not
justified.  Management will periodically reevaluate this
situation.
 
 Lack
of Segregation of Duties
 
 Management
is aware that there is a lack of segregation of duties at the Company due to the
small number of employees dealing with general administrative and financial
matters. However, at this time management has decided that considering the
abilities of the employees now involved and the control procedures in place, the
risks associated with such lack of segregation are low and the potential
benefits of adding employees to clearly segregate duties do not justify the
substantial expenses associated with such increases.  Management will
periodically reevaluate this situation.
 
 ITEM 9B. OTHER
INFORMATION
 
 None.
 
 PART
III
 
 ITEM
10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
 Director
and Executive Officer
 
 Set forth
below is information regarding the Company’s current directors and executive
officers. There are no family relationships between any of our directors or
executive officers. The directors are elected annually by stockholders. The
executive officers serve at the pleasure of the Board of Directors.
 
 Name
                
                Age
                
                TitleYada Schneider
                
                38
                
                Director,
      President and Chief Executive OfficerJeffrey Perry
                
                50
                
                Director,
      Chief Financial Officer, Chief Operating Officer, Vice-President and
      SecretaryKim Garvey
                
                61
                
                Director
 
 The chief
executive officer and directors and officers of the Company will hold office
until additional members or officers are duly elected and
qualified.  The background and principal occupations of the sole
officer and director of the Company is as follows:
  19
  Yada Schneider, 38, 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. 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.
  Jeffrey Perry, 50, has been
appointed as Vice-President, Chief Financial Officer, Chief Operating Officer
and Secretary of the Company effective October 7, 2008. No term for service has
been established at this time, and Mr. Perry has no employment agreement. He
serves at the discretion of the Company, and no compensation has been
established for his position as an officer of the Company. There is no
arrangement or understanding between Mr. Perry and any other person pursuant to
which Mr. Perry was or is to be selected as an officer as contemplated under
Item 401(b) of Regulation S-K. Mr. Perry has entered into an option agreement
with Yada Schneider, President and CEO of the Company, to acquire, directly from
Mr. Schneider, shares of common stock owned by Mr. Schneider. Mr. Perry has no
family relationship with any other executive officer or director of the Company
or BioAuthorize, Inc.
 
 Mr. Perry
has been licensed to practice law in Texas since May 1988 and in Arizona since
March 2000 and has maintained a law practice for many years, most recently under
the firm name, Jeffrey R. Perry Law Firm, P.C., since August 2006. During the
past six (6) years, he has focused his practice on the representation of various
business entities in the areas of entity formation, structured financings
including private placements of securities, business combination transactions,
SEC reporting and other general company business matters including contractual,
employment and intellectual property matters. He has represented a number of
public companies whose common stock has traded on the Over The Counter Bulletin
Board including serving as outside counsel to the Company since February 2008.
Since 2005 he has served as outside general counsel for IR Biosciences Holdings,
Inc. (OTCBB:IRBS), a development stage biotechnology company engaged in the
research and development of potential drug candidates, Homspera® and its
derivatives, Radilex® and Viprovex®. From late 2002 until August 2005, he served
as General Counsel and Executive Vice President Mergers & Acquisitions for
ImproveNet, Inc. (OTCBB:IMPV), an internet based service matching contractors
with home improvement and construction projects. His duties included oversight
of strategy, planning and execution of the company’s merger and acquisition
efforts, and all aspects of legal matters of the company, the development of
risk management solutions and financial analysis, planning and forecasting. He
has also served as general counsel for Ebiz Enterprises, Inc. (OTCBB:EBIZ) from
2000 to 2003, responsible for management and oversight of all aspects of legal
matters of the company and the development of risk management solutions. In
2003, Mr. Perry also has served as legal counsel to Integrated Information
Systems (OTCBB:IISX).  He will continue to maintain his law practice
while serving in his various capacities for the Company.
 
 Kim Garvey, 61, has been
appointed as a director of the Company effective October 7, 2008. There is no
set term of service, and Mr. Garvey will serve at the discretion of the Board
until his successor has been elected and qualified. The Board of Directors has
not established any committees, and therefore Mr. Garvey will not be named to
serve on any committees. In connection with Mr. Garvey’s appointment as a
director of the Company, the Company did not enter into or materially amend any
plan, contract or arrangement that Mr. Garvey will participate in as a director
of the Company. No compensation has been established for his position as a
director of the Company.
  20
  Mr.
Garvey has nearly four decades of advertising, marketing, public relations,
public involvement and issues planning, research and communication expertise, at
the local, regional, national and global levels. For nearly five years Garvey
served with the world-famous Harlem Globetrotters where he was Vice President of
Corporate Communication. He has more than two decades of experience working on
large scale projects for the Arizona Department of Transportation and other
counties and municipalities. A recognized professional, Garvey is the former
President of The Valley of the Sun Chapter of PRSA, served as national chair for
the ARC Marketing Communications Committee, and has taught Advertising, Public
Relations and Sales at the College level for a quarter century. He holds BA and
MA degrees from BYU in Provo, Utah.
 
 Audit
Committee Financial Expert
 
 The
Company does not have an audit committee or a compensation committee of its
board of directors.  There have been no material changes to the
procedures by which security holders may recommend nominees to our Board of
Directors.  In addition, the Company’s board of directors has
determined that the Company does not have an audit committee financial expert
serving on the board. When the Company develops its operations, it will create
an audit and a compensation committee and will seek an audit committee financial
expert for its board and audit committee.
 
 Conflicts
of Interest
 
 Members of our management are
associated with other firms involved in a range of business activities and are
actively involved in other businesses.  Consequently, there are
potential inherent conflicts of interest in their acting as officers and
directors of our company.  Although the officers and directors are
engaged in other business activities, we anticipate they will devote an
important amount of time to our affairs.
 
 Our officers and directors are now and
may in the future become shareholders, officers or directors of other companies,
which may be formed for the purpose of engaging in business activities similar
to ours.  Accordingly, additional direct conflicts of interest may
arise in the future with respect to such individuals acting on behalf of us or
other entities.  Moreover, additional conflicts of interest may arise
with respect to opportunities which come to the attention of such individuals in
the performance of their duties or otherwise.  Currently, we do not
have a right of first refusal pertaining to opportunities that come to their
attention and may relate to our business operations.
 
 Our officers and directors are, so long
as they are our officers or directors, subject to the restriction that all
opportunities contemplated by our plan of operation which come to their
attention, either in the performance of their duties or in any other manner,
will be considered opportunities of, and be made available to us and the
companies that they are affiliated with on an equal basis.  A breach
of this requirement will be a breach of the fiduciary duties of the officer or
director.  If we or the companies with which the officers and
directors are affiliated both desire to take advantage of an opportunity, then
said officers and directors would abstain from negotiating and voting upon the
opportunity.  However, all directors may still individually take
advantage of opportunities if we should decline to do so.  Except as
set forth above, we have not adopted any other conflict of interest policy with
respect to such transactions.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Although
we have not received copies of all reports required by Section 16(a) of the
Exchange Act for the most recently fiscal year, we have received communications
from required filers that all such required reports by those persons subject to
Section 16 of the Exchange Act were filed timely.
  Code
of Ethics
  We have
adopted a code of ethics that applies to all of our executive officers,
directors and employees. Code of Ethics codifies the business and ethical
principles that govern all aspects of our business. This document will be made
available in print, free of charge, to any shareholder requesting a copy in
writing from the Company and it attached hereto as Exhibit 14.1
  21
  ITEM
11.  EXECUTIVE COMPENSATION
 
 General.Yada Schneider,
Jeffrey Perry, and Kim Garvey serves as the Company’s directors and
officers.  Presently the officers and directors have no compensation
plan and have not entered into any employment agreements with the
Company.  Mr. Schneider does have an employment agreement with
BioAuthorize, Inc. which terminates in December 2012.
 
 Summary
Compensation Table
  The
following table sets forth for the year ended December 31, 2008 and 2007
compensation awarded to, paid to, or earned by, Mr. Yada Schneider, Jeffrey
Perry, and Kim Garvey serves as the Company’s directors and
officers
 
 Name and Principal Position
                                                        
                                                        Year
                                                        
                                                        
                                                        Salary ($)
                                                        
                                                        Bonus ($)
                                                        
                                                        Stock
                                                          Awards
                                                          ($)
                                                        
                                                        Option
                                                          Awards
                                                          ($)
                                                        
                                                        Non-Equity
                                                          Incentive
                                                          Plan
                                                          Compensation-
                                                          ion
                                                          ($)
                                                        
                                                        Change in
                                                          Pension
                                                          Value and
                                                          Nonqualified
                                                          Deferred
                                                          Compensation
                                                          Earnings
                                                          ($)
                                                        
                                                        All Other
                                                          Compensation-
                                                          ion
                                                          ($)
                                                        
                                                        Total
                                                          ($)Yada Schneider
                                                        
                                                        
                                                        2008
                                                          2007
                                                        
                                                        
                                                        40,087
                                                          209,432
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        40,087
                                                          209,432Jeffrey
      Perry
                                                        
                                                        
                                                        2007
                                                          2008
                                                        
                                                        
                                                        
                                                        0
                                                          0
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        0
                                                          0
 
 *Figures
for Yada Schneider are net of the amount of accrued salary of $105,064 for 2008
that Mr. Schneider has voluntarily waived receipt of and released all
obligations for payment by the Company.
 
 Summary
Compensation Table
 2008 and
2007 SUMMARY COMPENSATION TABLE
 
 2008
and 2007 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
  Option Awards
                                                        
                                                        Stock AwardsName
                                                        
                                                        Number of
                                                          Securities
                                                          Underlying
                                                          Unexercised
                                                          Options
                                                          (#)
                                                          Exercisable
                                                        
                                                        
                                                        Number of
                                                          Securities
                                                          Underlying
                                                          Unexercised
                                                          Options
                                                          (#)
                                                          Unexercisable
                                                        
                                                        Equity
                                                          Incentive
                                                          Plan Awards:
                                                          Number of
                                                          Securities
                                                          Underlying
                                                          Unexercised
                                                          Unearned
                                                          Options
                                                          (#)
                                                        
                                                        Option
                                                          Exercise
                                                          Price
                                                          ($)
                                                        
                                                        Option
                                                          Expiration
                                                          Date
                                                        
                                                        Number of
                                                          Shares or
                                                          Units of
                                                          Stock That
                                                          Have Not
                                                          Vested
                                                          (#)
                                                        
                                                        Market
                                                          Value of
                                                          Shares or
                                                          Units of
                                                          Stock That
                                                          Have Not
                                                          Vested
                                                          ($)
                                                        
                                                        Equity
                                                          Incentive
                                                          Plan
                                                          Awards:
                                                          Number of
                                                          Unearned
                                                          Shares,
                                                          Units
                                                          or Other
                                                          Rights That
                                                          Have Not
                                                          Vested
                                                          (#)
                                                        
                                                        
                                                        Equity
                                                          Incentive
                                                          Plan Awards:
                                                          Market or
                                                          Payout Value
                                                          of Unearned
                                                          Shares, Units
                                                          or Other
                                                          Rights That
                                                          Have Not
                                                          Vested
                                                          ($)Yada
      Schneider
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0Jeffrey
      Perry
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0Kim
      Garvey
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        
                                                        0
                                                        
                                                        
                                                        
                                                        0
  22
 2008 and
2007 OPTION EXERCISES AND STOCK VESTED TABLE
 Number
      of
                      Shares
                      Acquired
      on
                      Exercise
                    
                    
                    Value
      Realized on
                      Exercise
                    
                    
                    Number
      of
                      Shares
                      Acquired
      on
                      Vesting
                    
                    
                    Value
      Realized on
                      Vesting(a)
                    
                    
                    (a)
                    
                    
                    (a)
                    
                    
                    (a)Name
      (a)
                    
                    (b)
                    
                    
                    (b)
                    
                    
                    (b)
                    
                    
                    (b)Yada
      Schneider
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Jeffrey
      Perry
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
  2008
and 2007 PENSION BENEFITS TABLE
  Name
                                                    
                                                    Plan
                                                      Name
                                                    
                                                    Number of
                                                      Years
                                                      Credited
                                                      Service
                                                      (#)
                                                    
                                                    Present
                                                      Value of Accumulated
                                                      Benefit
                                                      ($)
                                                    
                                                    Payments During
                                                      Last
                                                      Fiscal Year
                                                      ($)Yada
      Schneider
                                                    
                                                    None
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    0Jeffrey
      Perry
                                                    
                                                    None
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    0
  2008 and
2007 NONQUALIFIED DEFERRED COMPENSATION TABLE
  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
                                                  ($)Yada
      Schneider
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0Jeffrey
      Perry
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0Kim
      Garvey
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                0
  2008 and
2007 DIRECTOR COMPENSATION TABLE
  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
                                                        ($)Yada
      Schneider
                                                      
                                                      
                                                      0
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      0Jeffrey
      Perry
                                                      
                                                      
                                                      0
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      0Kim
      Garvey
                                                      
                                                      
                                                      0
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      0
  23
  2008 and
2007 ALL OTHER COMPENSATION TABLE
  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 ($)Yada
      Schneider
                                                    
                                                    
                                                    2007
                                                      2008
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    -
                                                      0Jeffrey
      Perry
                                                    
                                                    
                                                    2007
                                                      2008
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    0
  2008 and
2007 PERQUISITES TABLE
  Name
                                                  
                                                  Year
                                                  
                                                  Personal Use
                                                    of
                                                    Company
                                                    Car/Parking
                                                  
                                                  Financial Planning/
                                                    Legal Fees
                                                  
                                                  Club Dues
                                                  
                                                  Executive Relocation
                                                  
                                                  Total Perquisites
                                                    and
                                                    Other Personal
                                                    BenefitsYada
      Schneider
                                                  
                                                  
                                                  2008
                                                    2007
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  0Jeffrey
      Perry
                                                  
                                                  
                                                  2007
                                                    2008
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  0
  2008 and
2007 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
  Name
                                                                
                                                                Benefit
                                                                
                                                                Before
                                                                  Change 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
                                                                  ControlYada
      Schneider
                                                                
                                                                None
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                -Jeffrey
      Perry
                                                                
                                                                None
  24
  Compensation
of Directors
 
 We
currently have three directors, two of which are also officers of the
Company. Our plan is to compensate directors with grants of options to purchase
common stock as consideration for their joining our board and/or providing
continued services as a director. We do not currently provide our directors with
cash compensation, although we do reimburse their expenses. No additional
amounts are payable to the Company’s directors for committee participation or
special assignments. No compensation was provided to any director for service as
a director during the Company’s last completed fiscal year.  There are
no other arrangements pursuant to which any directors was compensated during the
Company’s last completed fiscal year for any service provided.
 
 ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
  The
following table lists stock ownership of our Common Stock as of March 9, 2009,
based on 28,280,006 shares of common stock issued and
outstanding.  The information includes beneficial ownership by (i)
holders of more than 5% of our Common Stock, (ii) each of two directors and
executive officers and (iii) all of our directors and executive officers as a
group. Except as noted below, to our knowledge, each person named in the table
has sole voting and investment power with respect to all shares of our Common
Stock beneficially owned by them.
 
 Name and Address of Owner(1)
                                
                                Title of Class
                                
                                Amount and
                                  Nature of
                                  Beneficially
                                  Owned (2)
                                
                                
                                Percentage
                                  of ClassYada
      Schneider (3)
                                
                                Common Stock
                                
                                
                                12,336,000
                                
                                
                                
                                43.62
                                %Jeffrey
      Perry (4)
                                
                                Common Stock
                                
                                
                                5,208,000
                                
                                
                                
                                18.42
                                %Launch
      Pad Research and Marketing Company
                                
                                Common Stock
                                
                                
                                4,000,000
                                
                                
                                
                                14.14
                                %Members
      Only Financial, Inc.
                                
                                Common Stock
                                
                                
                                2,464,000
                                
                                
                                
                                8.71
                                %All
      Officers and Directors
                                
                                Common Stock
                                
                                
                                12,336,000
                                
                                
                                
                                43.62
                                %As
      a Group (2 persons)
  (1)The
address of beneficial owners Yada Schneider and Jeffrey Perry is c/o
BioAuthorize Holdings, Inc. is 15849 N. 71st Street, Suite 216, 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 28,280,006 which is the total outstanding
shares of common stock of the Company.
  (4)
Includes 5,208,000 shares of common stock beneficially owned under Option
Agreement dated October 7, 2008 and granted by Yada Schneider to Jeffrey Perry
which became exercisable on November 6, 2008.
 
 Changes
in Control
  We are
not aware of any arrangements that may result in a change in control of the
Company.
  25
 
 Equity
Compensation Plans
  As
of December 31, 2008 there are no grants of options, warrants or rights
exercisable for the purchase or issuance of any securities of the Company under
any equity compensation plans of the Company.
 
 ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDPENDENCE.
 
 Based
upon information provided by the directors and executive officers, the Board
determined that during the year ended December 31, 2008, there were no
transactions with related persons to be reported.
 
 There are
currently three members of our Board of Directors, Yada Schneider, Jeffrey Perry
and Kim Garvey.  Mr. Schneider and Mr. Perry are also officers of the
Company, together constitute a majority of the Board members and no not qualify
as independent under any definition or standard of
independence.    The Company has no separately designated
audit, nominating or compensation committee.  Mr. Garvey qualifies as
independent under the definition set forth in Item 407(a)(1)(ii) of Regulation
S-K.
 
 Gerald B.
Van Wie and G. Neil Van Wie served on the Board from February 2008 to October
2008, and also served as executive officers of the Company and no not qualify as
independent under any definition or standard of independence.
 
 During
the last completed fiscal year prior to prior to February 18, 2008, Jason
Pratte, Larry Don Bankston and Lenny Amado served as directors of the
Company.  Mr. Pratte also served as an executive officer and Mr.
Bankston beneficially owned a majority of the outstanding shares of the
Company’s common stock and no not qualify as independent under any definition or
standard of independence.  Mr. Amado qualifies as independent the
definition set forth in Item 407(a)(1)(ii) of Regulation S-K.
 
 ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit Fees.  The
aggregate fees billed by Jewett, Schwartz, Wolfe & Associates for
professional services rendered for the audit of the Company’s annual financial
statements for fiscal years ended December 31, 2008 and 2007 approximated $9,000
and $9,500 respectively.  The aggregate fees billed by Jewett,
Schwartz, Wolfe & Associates for the review of the financial statements
included in the Company’s Forms 10-Q for fiscal year 2008 and 2007 approximated
$11,000 per year.
 
 Audit-Related
Fees.  The aggregate fees billed by Jewett, Schwartz, Wolfe
& Associates for assurance and related services that are reasonably related
to the performance of the audit or review of the Company’s financial statements
for the fiscal years ended December 31, 2008 and 2007, and that are not
disclosed in the paragraph captioned “Audit Fees” above, were $0 and $0,
respectively.
 
 Tax Fees.The
aggregate fees billed by Jewett Schwartz Wolfe & Associates for professional
services rendered for tax compliance, tax advice and tax planning for the fiscal
year ended December 31, 2008 and 2007 were $0 and $0, respectively.
 
 All Other Fees.  The
aggregate fees billed by Jewett Schwartz Wolfe & Associates for products and
services, other than the services described in the paragraphs “Audit Fees,”
“Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended December
31, 2008 and 2007 approximated $0 and $0 respectively.
 
 The Board
has received and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and
has discussed with its auditors its independence from the Company. The Board has
considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.
  26
  Based on
the review and discussions referred to above, the Board approved the inclusion
of the audited consolidated financial statements be included in the Company’s
Annual Report on Form 10-K for its 2008 fiscal year for filing with the
SEC.
  The Board
pre-approved all fees described above.
 
 PART
IV
 
 ITEM 15.  EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
  Exhibits
 3.1
                
                Articles
      of Incorporation (1)3.2
                
                Amendments
      to Articles of Incorporation (4)3.1
                
                Bylaws
      of the Corporation (1)10.1
                
                Agreement
      of Purchase and Sale dated June 3, 2005 by and between Genesis Land
      Development, LLC and Wall Homes, Inc. (4)10.2
                
                Consulting
      Agreement dated January 1, 2006, by and between AABB, Inc. and William E.
      Lane
                  Lane
      (4)10.3
                
                Consulting
      Agreement dated January 1, 2006, by and between AABB, Inc. and RD
      Bickerstaff (4)10.4
                
                Consulting
      Agreement dated January 1, 2006, by and between AABB, Inc. and Laura
      Poulson (4)10.5
                
                Consulting
      Agreement dated January 1, 2006, by and between AABB, Inc. and Heritage
      West Capital (4)10.6
                
                Merger
      Agreement, dated July 1, 2006, by and among AABB, Inc., AABB Acquisition
      Sub, Inc., Genesis Land Development, LLC and certain shareholders
      (4)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 (4)10.8
                
                Share
      Exchange Agreement dated February 18, 2008 by and among the Company,
      Genesis Land, Inc. and the Bankston Third Family Limited Partnership
      (4)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
      Partnership (5)14.1
                
                Code
      of Ethics (6)31.1
                
                Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act. (6)31.2
                
                Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act. (6)32.1
                
                Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.  (6)32.2
                
                Certification
      of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.  (6)
 
 (1) filed
with the Company's original Form 8-A12G on August 10, 2001
 (2) filed
with the Company’s initial Form SB-2 on September 15, 2006.
 (3) filed
with the December 31, 2006 10-KSB
 (4) filed
with the February 18, 2008 8-K filing
 (5) filed
with the March 21, 2008 8-K filing.
 (6)  Filed
herein.
  27
  SIGNATURES
 
 Pursuant
to the requirements of 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.
 
 Registrant
                  Date: April 15, 2009
                
                BioAuthorize Holdings, Inc.
                  By: /s/ Yada SchneiderYada SchneiderChief Executive, President Officer (Principle Executive
                  Officer)
  Date: April 15, 2009
                
                By: /s/ Jeffrey PerryJeffrey PerryChief Financial Officer (Principle Financial Officer )
 
 In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Company and in the capacities
and on the dates indicated.
 
 Date: April 15, 2009
                
                By: /s/ Yada SchneiderYada SchneiderDirectorDate: April 15, 2009
                
                By:/s/ Jeffrey PerryJeffrey PerryDirector
  Date: April 15, 2009
                
                By:/s/ Kim GarveyKim GarveyDirector
  28