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):

~~February 18,~~June 4, 2010 (~~February~~June 1110, 2010)

BioAuthorize Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-33073	20-2775009
(State or other Jurisdiction of	(Commission File No.)	(IRS Employer
Incorporation)		Identification No.)

15849 N. 71st Street, Suite ~~216~~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	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items in Form 8-K

		Page	~~Page~~
Facing Page		1	1
Item 1.01	Entry Into A Material Definitive Agreement	~~Entry Into A Material Definitive Agreement~~3	3
Item 1.03	Bankruptcy or Receivership	~~Bankruptcy or Receivership~~3	3
Item 3.02	Unregistered Sales of Equity Securities	~~Unregistered Sales of Equity Securities~~3	4
Item 5.02		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers	4
Signatures		3
Item 7.01		Regulation FD Disclosure	4
Item 9.01		Financial Statements and Exhibits	4
Signatures			4
Exhibit Index			4

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

OnEffective ~~February~~June 114, 2010, BioAuthorize Holdings, Inc., a Nevada corporation (the “Company”) ~~entered into a Consulting Agreement (the “Consulting Agreement”) with~~ ~~Foresight~~granted ~~Capital~~and ~~Corporation,~~issued ~~an Arizona corporation (“Foresight”)~~ to ~~be effective~~each ~~February~~of 1,Yada ~~2010,~~Schneider ~~whereby Foresight is providing advisory~~ and ~~consulting~~ ~~services~~Jeffrey ~~including investor relations~~Perry, ~~corporate promotion and on-line communications about the Company~~10, 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”), for ~~vesting~~services ~~over~~rendered ato ~~twelve~~the ~~(12)~~Company ~~month~~as ~~period~~a ~~beginning~~director ~~March~~and 1,executive ~~2010~~officer. The ~~Shares~~issuances ~~will~~were ~~all~~made beunder ~~issued~~the asterms ofand ~~March~~conditions ~~1, 2010 but held in~~of ~~escrow~~separate bySubscription Agreements (the ~~Company~~“Subscription ~~and~~Agreements”) ~~released~~executed towith each ~~Foresight~~individual in ~~accordance~~consideration ~~with~~for ~~the~~services ~~vesting schedule~~rendered ~~set~~by ~~forth~~each into the ~~Consulting~~Company ~~Agreement. In addition,~~as ~~Foresight will be paid~~ a ~~monthly~~director ~~retainer~~and ofexecutive ~~$10,000~~officer.~~00 in cash over the 12-month term.~~ AtMr. ~~the~~Schneider ~~election~~has ofreceived ~~Foresight,~~no ~~the monthly retainer may~~other becompensation ~~paid~~for inhis ~~unregistered~~service ~~and~~to ~~restricted shares of~~ the Company’s ~~common~~since ~~stock~~April ~~at the~~2008, ~~rate~~and ofMr. ~~one~~Perry ~~(1)~~has never ~~share~~received ~~for~~any ~~each~~previous ~~one~~compensation ~~(1)~~since ~~dollar~~his ofappointment ~~the~~as ~~monthly~~a ~~retainer~~director ~~due~~ and executive ~~owing. A~~officer ~~copy~~in ofOctober ~~the Consulting Agreement is attached hereto as Exhibit 10~~2008.1. 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~~Subscription ~~Agreement~~Agreements set forth above ~~does~~do not purport to be a complete statement of the terms of the ~~Consulting~~Subscription ~~Agreement~~Agreements. This summary is qualified in its entirety by reference to the full text of the ~~Consulting~~Subscription ~~Agreement attached hereto as Exhibit 10~~Agreements.1

THIS CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD IN AS DESCRIBED ABOVE ~~HAS~~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~~ 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~~case ~~filling~~has ~~was~~been ~~made for~~converted ~~strategic~~to ~~purposes~~Chapter as7 ~~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~~Bankruptcy ~~Court, District of Oregon~~Code. 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.

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 ~~and~~of ~~sale~~the issuance of the Shares. ~~Foresight~~As ~~executed~~directors anand ~~Investor~~executive ~~Representation~~officers ~~Letter~~of ~~attached~~the Company, Mr. toSchneider ~~the~~and ~~Consulting~~Mr. ~~Agreement~~Perry ~~representing~~are ~~that~~each itrepresented isto be an “accredited investor” and ~~made~~each ~~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
Dated: June 10, 2010	By:	/s/ Jeffrey Perry
		Jeffrey Perry,
		CFO

~~EXHIBIT INDEX~~3

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

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