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):

~~May~~February 18, 62010 (February 11, ~~2009~~ 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

Scottsdale, Arizona 85254-2179

(Address of Registrant's Principal Executive Offices) (Zip Code)

(928) 300-5965

(Registrant's telephone number, including area code)

____________________________________________


(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~~	3Entry Into A Material Definitive Agreement	3
Item 7.01	Regulation FD Disclosure	3
Item 1.03		Bankruptcy or Receivership	3
Signatures		3
Item 3.02		Unregistered Sales of Equity Securities	4
Item 5.02		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers	4
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

~~Effective~~On ~~April~~February 3011, ~~2009~~2010, BioAuthorize Holdings, Inc., a Nevada corporation (the “~~BioAuthorize~~Company”), entered into a ~~wholly~~Consulting ~~owned~~Agreement ~~subsidiary~~(the “Consulting Agreement”) with ofForesight ~~BioAuthorize~~Capital ~~Holdings~~Corporation, ~~Inc.,~~an aArizona ~~Nevada~~ corporation (~~the~~ “~~Company~~Foresight”), ~~activated~~to be ~~agreements~~effective ~~with~~February ~~Research~~1, In2010, ~~Motion~~whereby ~~Limited~~Foresight ~~and~~is ~~Digital~~providing ~~River,~~advisory ~~Inc.~~and ~~(collectively~~consulting services including investor relations, ~~“RIM”)~~corporate ~~with~~promotion ~~regard~~and on-line tocommunications about the ~~marketing~~Company, ~~sales~~evaluating business alliances, strategic options and ~~end-user~~financial ~~downloads of~~structure ~~its~~and ~~application, yadaTranslate™~~capitalization ~~free-form~~advice ~~text~~and other ~~language~~value-added ~~translator,~~services ~~offered~~as onmore ~~the~~specifically ~~Blackberry~~set ~~App~~forth ~~World~~in ~~under~~the Consulting Agreement (the ~~Reference~~“Services”) ~~and~~for a twelve (12) month period through February 1, ~~eBooks~~2011. As ~~category~~compensation for the ~~Blackberry Curve~~Services, ~~Pearl~~the Company has agreed to issue 1,000,000 ~~Bold~~shares ~~and~~of ~~Storm~~the ~~(collectively~~Company’s common stock, par value $.001 per share (the “~~Agreement~~Shares”) vesting over a twelve (12) month period beginning March 1, 2010. ~~BioAuthorize~~The ~~has~~Shares ~~also~~will ~~submitted~~all tobe ~~RIM~~issued ~~for~~as ~~approval~~of March 1, 2010 but held in ~~under~~escrow by the ~~Agreement~~Company ~~its~~and ~~application, yadaSay™~~released ~~free-form~~to ~~English~~Foresight in accordance with the vesting ~~and~~schedule ~~Spanish~~set ~~languages~~forth ~~text~~in ~~and~~the ~~audio~~Consulting ~~translator~~Agreement. AsIn ofaddition, Foresight ~~the~~will ~~date~~be paid a monthly retainer of $10,000.00 in cash over the ~~this~~12-month ~~Report~~term. At the ~~status~~election of ~~yadaSay™~~Foresight, isthe ~~pending~~monthly retainer may be paid in unregistered and restricted shares of the Company’s common stock at ~~application~~the israte ~~not~~of ~~available~~one (1) share for ~~download~~each ~~through~~one (1) dollar of the ~~Blackberry~~monthly ~~App~~retainer due ~~World~~and owing. ~~Although~~A ~~approval~~copy of ~~yadaSay™~~the Consulting Agreement is ~~expected~~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 ~~near~~Securities ~~future~~Act of 1933, noas ~~assurances~~amended, ~~can~~for betransactions ~~made~~not ~~that~~involving ~~such~~a ~~approval~~public offering, ~~will~~and/or beRegulation ~~received~~D promulgated thereunder, and in reliance upon exemptions from registration under applicable state securities ~~RIM~~laws.

~~BioAuthorize~~The ~~may~~summary ~~terminate~~of the Consulting Agreement atset ~~any~~forth ~~time~~above ~~upon~~does ~~thirty~~not ~~(30)~~purport ~~days~~to ~~written~~be ~~notice and~~a ~~RIM~~complete ~~may~~statement ~~terminate~~of the ~~Agreement~~terms atof ~~any~~the ~~time~~Consulting ~~upon ninety (90) days written notice~~Agreement. ~~The~~This summary ~~yadaTranslate™ application~~ is ~~offered~~ atqualified ~~$2.99~~in ~~per~~its ~~download~~entirety ~~and~~by ~~was~~reference ~~available~~to ~~for~~the ~~sale~~full ~~beginning~~text ~~April 30, 2009. RIM receives a twenty percent (20%) commission on each download and collects and pays all sales tax on each sale~~ of ~~a download. BioAuthorize receives eighty percent (80%) of~~ the ~~sale of~~ ~~each~~Consulting ~~download~~Agreement ~~prior~~attached tohereto ~~fees~~as ~~payable~~Exhibit ~~to PayPal in processing the payment from RIM~~10.1

~~The~~THIS CURRENT ~~summary~~REPORT ofIS ~~the~~NOT ~~Agreement~~AN ~~set~~OFFER ~~forth~~OF SECURITIES FOR SALE. ANY SECURITIES ~~above~~SOLD ~~does~~IN ~~not~~AS ~~purport~~DESCRIBED toABOVE beHAS aNOT ~~complete~~BEEN ~~statement~~REGISTERED ofUNDER ~~the~~THE ~~terms~~SECURITIES ofACT ~~the~~OF ~~Agreement. This~~1933, ~~summary~~AS isAMENDED, ~~qualified~~AND inMAY ~~its~~NOT ~~entirety~~BE byOFFERED ~~reference~~OR toSOLD IN THE UNITED STATES UNLESS ~~the~~REGISTERED ~~full~~UNDER ~~text~~THE ofSECURITIES ~~the~~ACT ~~Agreement~~OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

Item 7 1.~~01. REGULATION~~03 FDBANKRUPTCY ~~DISCLOSURE~~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 ~~Company~~for ~~hereby~~strategic ~~incorporates~~purposes as a result of the disputed claims made by ~~reference~~Michael A. Grassmueck, Court-Appointed Receiver for Global Online Direct, Inc., its Subsidiaries ~~response~~and Affiliates against BioAuthorize in ~~Item~~Case 1Number CV-09-1257-HU pending in the United States District Court, District of Oregon.01 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 ~~response~~exchange for the investment. BioAuthorize has contended lack of personal jurisdiction in Oregon but has insufficient financial resources to ~~Item~~secure 7local counsel in Oregon.01 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.

The information in this Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This Report will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.3

~~The Company~~Item ~~does~~3.02 ~~not~~UNREGISTERED ~~have,~~SALES ~~and~~OF ~~expressly~~EQUITY disclaims, any obligation to release publicly any updates or any changes in the Company's expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.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: May 6, 2009	By:	/s/ Yada Schneider
Dated: February 18, 2010	By:	/s/ Jeffrey Perry
		Yada Schneider,
		Jeffrey Perry,
		President and CEO
		CFO

3EXHIBIT 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

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