BioAuthorize Holdings, Inc. (fka BAZH)

[Renee]

BAZH: effective April 13,2016 FINRA deleted symbol:

http://otce.finra.org/DLDeletions

[Renee]

BAZH SEC Suspension:

http://www.sec.gov/litigation/suspensions/2012/34-67150.pdf

ORDER:

http://www.sec.gov/litigation/suspensions/2012/34-67150-o.pdf

ADMIN Proceeding:

http://www.sec.gov/litigation/admin/2012/34-67151.pdf

SEC Info on SEC Suspensions:

http://www.sec.gov/investor/alerts/tradingsuspensions.pdf

[kingfisher1964]

THAT BID .0151 IS ME

[westcoastcash]

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



On February 11, 2010, BioAuthorize Holdings, Inc., a Nevada corporation (the “Company”) entered into a Consulting Agreement (the “Consulting Agreement”) with Foresight Capital Corporation, an Arizona corporation (“Foresight”) to be effective February 1, 2010, whereby Foresight is providing advisory and consulting services including investor relations, corporate promotion and on-line communications about the Company, evaluating business alliances, strategic options and financial structure and capitalization advice and other value-added services as more specifically set forth in the Consulting Agreement (the “Services”) for a twelve (12) month period through February 1, 2011. As compensation for the Services, the Company has agreed to issue 1,000,000 shares of the Company’s common stock, par value $.001 per share (the “Shares”) vesting over a twelve (12) month period beginning March 1, 2010. The Shares will all be issued as of March 1, 2010 but held in escrow by the Company and released to Foresight in accordance with the vesting schedule set forth in the Consulting Agreement. In addition, Foresight will be paid a monthly retainer of $10,000.00 in cash over the 12-month term. At the election of Foresight, the monthly retainer may be paid in unregistered and restricted shares of the Company’s common stock at the rate of one (1) share for each one (1) dollar of the monthly retainer due and owing. A copy of the Consulting Agreement is attached hereto as Exhibit 10.1. 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 Consulting Agreement set forth above does not purport to be a complete statement of the terms of the Consulting Agreement. This summary is qualified in its entirety by reference to the full text of the Consulting Agreement attached hereto as Exhibit 10.1


THIS CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD IN AS DESCRIBED ABOVE HAS 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 bankruptcy filling was made for strategic purposes as a result of the disputed claims made by Michael A. Grassmueck, Court-Appointed Receiver for Global Online Direct, Inc., its Subsidiaries and Affiliates against BioAuthorize in Case Number CV-09-1257-HU pending in the United States District Court, District of Oregon. Those claims are that BioAuthorize received $2 million of investment funds either directly or indirectly from Global or its related entities, with intent to hinder delay or defraud creditors, with no reasonably equivalent value or consideration in exchange for the investment. BioAuthorize has contended lack of personal jurisdiction in Oregon but has insufficient financial resources to secure local counsel in Oregon. The claims have never been addressed on the merits, and BioAuthorize contends that the claims have no merit and anticipates vigorously opposing and defending such claims in the bankruptcy proceeding.


3
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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, conditions and sale of the Shares. Foresight executed an Investor Representation Letter attached to the Consulting Agreement representing that it is an “accredited investor” and made other investment representations and further agreed that the Shares bear a restrictive legend against resale without registration under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of the Shares is being made pursuant to Section 4(2) of the Securities Act for transactions not involving a public offering and/or Regulation D promulgated thereunder by the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act, and in reliance upon exemptions from registration under applicable state securities laws.


Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS



(b) Kim Garvey resigned as a director of the Company pursuant to a written notification delivered to the Company on February 11, 2010. Mr. Garvey desires to pursue other business interests and to take time for his family. No replacement for Mr. Garvey has been appointed or elected.


Item 7.01 REGULATION FD DISCLOSURE



On February 11, 2010, the Company’s Board of Directors approved the creation of a newly formed and initially wholly owned corporate subsidiary under the laws of the State of Nevada, BioAuthorize Mobile, Inc. (“BioAuthorize Mobile”) for the purpose of pursuing new business opportunities in the mobile platform applications for handheld personal electronic devices marketplace. Although BioAuthorize Mobile was incorporated on January 12, 2010, it had no relationship with the Company. The actions of the Board of Directors on February 11, 2010 authorize completion of organizing BioAuthorize Mobile to become a wholly owned subsidiary and to allow commencement of its business operations. Such actions should be completed in the near future.


Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits



10.1 Consulting Agreement executed February 11, 2010 to be effective February 1, 2010 by and between the Company and Foresight Capital Corporation.


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.

Dated: February 18, 2010 By: /s/ Jeffrey Perry
Jeffrey Perry,
CFO



EXHIBIT INDEX


Exhibit No. Description

10.1* Consulting Agreement executed February 11, 2010 to be effective February 1, 2010 by and between the Company and Foresight Capital Corporation.


*Filed herewith

[DFLY]

looks like float dried?

[kingfisher1964]

yeah i am watching that for the last one week,wonder whats up?

[DFLY]

2.00 ask???

[kingfisher1964]

COULD YOU ALL PLAESE TELL ME friends at what price and quantity you all are in,i know this is personel but that will help me in my buying strategy.Well i have been putting bids to buy 700000 shares .011 .012 .015 for last few days could not get any quantiy as the MMs tried to increase the bid further than i put a bid at .0166 when the MMs put it at .0165 i got 35000 shares surprisingly at .015,i am aware the shares are tight here but feel there is no reason for that as teh funadamentals still are not strong i just feel the MMs dont have a bigger invesntory here.

Yesteday i continued th bid but looking at the ask .02 i put a higher bid of .0211 and mopped up what was available at the ask but got only few shares.

I may not go beyond this bid limit in fact i propose to keep it just for a day today at same .0211 and monday on wards will bring it back to .011 levels as i have a made a DD of going through several quarters 10Q and as i had posted earlier we need towait for another 2 quarters to see the progress of their applications as apple and blackberry have hundreds thousands of applications we need to see which one is a favorite download hit which is not the case with BAZH,i have just thought of future potential in this as the applications if they are secure could be a target of moving customers who could make online payments while on move.

I propose to keep the bid just for today at .0211 and monday onwards will scale it down to .011,lets see how things shape

[DFLY]

sure is .05s up I see?!)))sooo thin

[kingfisher1964]

HEY GUYS i am trying to buy this almost every day and not getting big quantity.Have done some stron DD on this we need to wait for next 2 quarters to get some good momentum on this.Looks long term very strong

[gumzsa]

BAZH showing life

[DFLY]

wakin a bit almost time??

[gumzsa]

.029 hit

[gumzsa]

nice cheapies

[westcoastcash]

Why is the price of this stock so CHEAP?

[DFLY]

someones gettin some cheaps here imo.)))was .02 ask 50k took it out

[gumzsa]

seen that

[DFLY]

waking a bit .04s hitting 1 left

[gumzsa]

.037 hit

[THUMBS]

hehehheeeeeee

[DFLY]

xactly.))big ballinnnnnnnnnnnnnnnnnnnnn

[gumzsa]

lol. fo sho

[THUMBS]

yupp,one day-just like mofo'n gumz has 78 stocks,they all wake up one day ya know LOL

[DFLY]

yup thing is we both have many of these types and we definitely wanna get our $ workin on um fer us asap lol all i know

[THUMBS]

fer sure,thats what keeps me hangin in there

[DFLY]

itll have its days imo.)

[DFLY]

patience on these types right?! hey with no D and this low OS we know what haps when the right PR catches the masses!))

[gumzsa]

WAKE UP IN HERE!!!!!!!!!!!!!!!!!!!!!

[THUMBS]

boooooooom argh LOL

[DFLY]

we need some news and interest will come imo..perfect sleeper material here imo and hopefully outta nowhere BOOOM soon.)

[gumzsa]

what a bunch of whack jobs.

[DFLY]

seen that addin mo asap all i know

[THUMBS]

shheeeesh friggn whackers...shouldawoulda been biddn LMAO

[DFLY]

news is key imo..hopefully somethin in the works asap..we know share struct right now jus need that interest.If they build it they will come right?!

[gumzsa]

we need to wake it up in here

[DFLY]

i wish lol..we need some PRage over here too..hopefully soon

[DFLY]

GM bros!)some action here today would be fitting!eom

[DFLY]

.06s up now..jus need some PRage..im ready fer it all i know.)

[DFLY]

0265x04x1 next .20x1 2.00x1 29m OS jus need action!!

[gumzsa]

someone needs to wake BAZH up.lol.

[DFLY]

lolllllll i wishhhhh wassup broham??was wonderin if you was gonna wake up er not lol..hit me up quick

[THUMBS]

yo d,gm we still in vegas??

[DFLY]

GM bro! WOW not 1 post here since few days before we left lol..cool time to get this bit noticed come on PR!!!!!!!

[DFLY]

GM bro!))patience play here and when least expected wake up time imo!)DF

[THUMBS]

im here

[gumzsa]

anybody in here.lol. maybe ill try and call this morning.

[THUMBS]

GM DF!

[DFLY]

mornin brotha!)))

[THUMBS]

GM BAZHers

[DFLY]

GM bro and all!)some interest would be fitting today!)eom