Genesis Holdings, Inc. Completes Share Exchange with BioAuthorize, Inc.

  
    
  
  
    
      Genesis Holdings, Inc. (OTCBB: GENH), a real estate concern, is pleased 
      to announce that it has completed a share exchange whereby BioAuthorize, 
      Inc. has become a wholly-owned subsidiary of Genesis Holdings, Inc., a 
      public company.
    
    
      As part of the share exchange, Genesis Holdings issued shares of its 
      common stock to the shareholders of BioAuthorize, and these former 
      BioAuthorize shareholders now own 80% of Genesis Holdings' total 
      outstanding securities on a fully-diluted basis.
    
    
      BioAuthorize redefines payment processing by coupling a new financial 
      instrument with a patent-pending payment solution. Lines of credit are 
      issued to qualified consumers that can be used at participating 
      merchants. BioAuthorize employs the latest technologies to enable 
      automated biometric identification for payment authorization. Both 
      consumers and merchants benefit from the low cost, convenience, and 
      security delivered by this service.
    
    
      Yada Schneider (BioAuthorize's President and CEO) has joined the Board 
      and assumed the role of President and CEO for Genesis Holdings. Gerald 
      B. Van Wie and G. Neil Van Wie from BioAuthorize have assumed the roles 
      of Vice President, COO and Vice President, CFO, respectively. Jason 
      Pratte, former President, CEO and a director of Genesis Holdings, 
      resigned as part of the share exchange at closing.
    
    
      It is a post-closing condition that Larry Don Bankston and Lenny Amado 
      (presently directors of Genesis Holdings) will resign from the Board; G. 
      Neil Van Wie and Gerald B. Van Wie will be appointed to the Board; and 
      Genesis Holdings will spin-off its real estate assets.
    
    
      The post-exchange entity, consisting of Genesis Holdings and its 
      wholly-owned subsidiary, BioAuthorize, will continue to build and 
      develop its patent-pending voice-enabled payment authorization service.
    
    
      Mr. Schneider commented, “It is our belief 
      that becoming a reporting company, and hopefully a trading company in 
      the future, will assist us in taking our BioAuthorize service to market.”
    
    
      The Company intends to change its name to "BioAuthorize Holdings, Inc.", 
      and also intends to transfer its remaining Texas real estate assets to 
      its former majority shareholder, the Bankston Third Family Limited 
      Partnership. This asset transfer will leave Genesis Holdings with only 
      one subsidiary, BioAuthorize.
    
    
      About Genesis Holdings
    
    
      Genesis Holdings, Inc., together with its subsidiary BioAuthorize, Inc. (www.bioauthorize.com), 
      is a developer and provider of innovative payment and consumer credit 
      solutions with enhanced security features. BioAuthorize has created a 
      new payment option that works exclusively with its innovative 
      technology, revolutionizing the way that financial transactions are 
      processed today. BioAuthorize combines two mature and proven business 
      models (consumer credit lending & payment processing) with disruptive 
      authentication technology.
    
    
      Safe Harbor Statement
    
    
      Statements in this news release about Genesis Holdings' future 
      expectations, including: the advantages of our products and services, 
      anticipated advantages resulting from the share exchange, the proposed 
      spin-off of our real estate operations, and all other statements in this 
      release, other than historical facts, are “forward-looking 
      statements” within the meaning of Section 27A 
      of the Securities Act of 1933, Section 21E of the Securities Exchange 
      Act of 1934, and as that term is defined in the Private Securities 
      Litigation Reform Act of 1995. Genesis Holdings intends that such 
      forward-looking statements be subject to the safe harbors created 
      thereby. It is important to note that actual results and ultimate 
      corporate actions could differ materially from those in such 
      forward-looking statements based on such factors as acceptance of 
      Genesis Holdings’ products and services in the 
      marketplace, new products and services developed by other companies, 
      market share garnered by competitors, ability to maintain vendor and 
      customer relationships, failure to meet conditions precedent to the 
      proposed spin-off resulting in the company having two subsidiaries in 
      unrelated industries and without management experienced in real estate 
      matters, and other risks detailed from time to time in Genesis Holdings' 
      reports filed with the SEC. Genesis Holdings undertakes no duty to 
      update forward-looking statements.