UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
June 4,
2010 (June 10, 2010)
BioAuthorize Holdings,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-33073
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20-2775009
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(State
or other Jurisdiction of
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(Commission
File No.)
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(IRS
Employer
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Incorporation)
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Identification
No.)
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15849 N.
71st
Street, Suite 100
Scottsdale, Arizona
85254-2179
(Address
of Registrant's Principal Executive Offices) (Zip Code)
(928)
300-5965
(Registrant's
telephone number, including area code)
15849 N.
71st
Street, Suite 216
Scottsdale, Arizona
85254-2179
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Items in
Form 8-K
Page
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Facing
Page
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1
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Item
1.01
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Entry
Into A Material Definitive Agreement
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3
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Item
1.03
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Bankruptcy
or Receivership
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3
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Item
3.02
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Unregistered
Sales of Equity Securities
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3
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Signatures
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3
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2
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective
June 4, 2010, BioAuthorize Holdings, Inc., a Nevada corporation (the “Company”)
granted and issued to each of Yada Schneider and Jeffrey Perry, 10,000,000
shares of the Company’s common stock, par value $.001 per share (the “Shares”),
for services rendered to the Company as a director and executive
officer. The issuances were made under the terms and conditions of
separate Subscription Agreements (the “Subscription Agreements”) executed with
each individual in consideration for services rendered by each to the Company as
a director and executive officer. Mr. Schneider has received no other
compensation for his service to the Company since April 2008, and Mr. Perry has
never received any previous compensation since his appointment as a director and
executive officer in October 2008. The Shares of the Company’s
common stock were issued 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/or Regulation D promulgated
thereunder, and in reliance upon exemptions from registration under applicable
state securities laws.
The
summary of the Subscription Agreements set forth above do not purport to be a
complete statement of the terms of the Subscription Agreements. This
summary is qualified in its entirety by reference to the full text of the
Subscription Agreements.
THIS
CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD AS
DESCRIBED ABOVE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM
SUCH REGISTRATION.
Item
1.03 BANKRUPTCY
OR RECEIVERSHIP
On February 11, 2010, the Company’s
wholly-owned subsidiary, BioAuthorize, Inc., a Colorado corporation
(“BioAuthorize”), filed for bankruptcy protection under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court, District of
Arizona, Case No. 2:10-bk-03505-GBN. The case has been converted to Chapter 7 of
the United States Bankruptcy Code.
Item
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
The
Company hereby incorporates by reference its response in Item 1.01 in response
to Item 3.02 with regard to the terms and conditions of the issuance of the
Shares. As directors and executive officers of the Company, Mr.
Schneider and Mr. Perry are each represented to be an “accredited investor” and
each agreed that the Shares bear a restrictive legend against resale without
registration under the Securities Act of 1933, as amended (the “Securities
Act”).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BIOAUTHORIZE
HOLDINGS, INC.
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Dated:
June 10, 2010
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By:
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/s/ Jeffrey Perry
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Jeffrey
Perry,
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CFO
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3