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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires:
December 31, 2005
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Estimated
average burden hours
per response. . . 11
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| CUSIP No. |
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| 1 | Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). | |
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Yada
Schneider
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| 2 | Check the Appropriate Box if Member of a Group (See Instructions) | |
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(a)
o
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(b)
x
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| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) | |
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SC
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| 5 |
Check if
Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
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o
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| 6 |
Citizenship
or Place of Organization
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State
of Arizona
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7 | Sole Voting Power |
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7,128,000
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Number
of
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8 | Shared Voting Power |
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Shares
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Beneficially
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0 | |
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Owned
by
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9 | Sole Dispositive Power |
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Each
Reporting
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Person
With
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7,128,000
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10 | Shared Dispositive Power |
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| 0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,128,000
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| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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| 13 |
Percent
of Class Represented by Amount in Row (11)
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28.51%
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| 14 |
Type
of Reporting Person (See Instructions)
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IN
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| Item 1. |
Security
and Issuer
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| Item 2. |
Identity
and Background
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| (a) |
Name;
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| (b) |
Residence
or business address;
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| (c) |
Present
principal occupation or employment and the name, principal business
and
address of any corporation or other organization in which such employment
is conducted;
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| (d) |
Whether
or not, during the last five years, such person has been convicted
in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give the dates, nature of conviction, name and location
of
court, and penalty imposed, or other disposition of the case;
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| (e) |
Whether
or not, during the last five years, such person was a party to a
civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment,
decree
or final order enjoining future violations of, or prohibiting or
mandating
activities subject to, federal or state securities laws or finding
any
violation with respect to such laws; and, if so, identify and describe
such proceedings and summarize the terms of such judgment, decree
or final
order; and
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| (f) |
Citizenship.
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| Item 3. |
Source
and Amount of Funds or Other
Consideration
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| Item 4. |
Purpose
of Transaction
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| (a) |
The
acquisition by any person of additional securities of the issuer,
or the
disposition of securities of the issuer;
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| (b) |
An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the issuer or any of its subsidiaries;
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| (c) |
A
sale or transfer of a material amount of assets of the issuer or
any of
its subsidiaries;
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| (d) |
Any
change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of
directors
or to fill any existing vacancies on the board;
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| (e) |
Any
material change in the present capitalization or dividend policy
of the
issuer;
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| (f) |
Any
other material change in the issuer's business or corporate structure
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in
its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
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| (g) |
Changes
in the issuer's charter, bylaws or instruments corresponding thereto
or
other actions which may impede the acquisition of control of the
issuer by
any person;
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| (h) |
Causing
a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
inter-dealer quotation system of a registered national securities
association;
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| (i) |
A
class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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| (j) |
Any
action similar to any of those enumerated above.
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| Item 5. |
Interest
in Securities of the Issuer
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| (a) |
State
the aggregate number and percentage of the class of securities identified
pursuant to Item 1 (which may be based on the number of securities
outstanding as contained in the most recently available filing with
the
Commission by the issuer unless the filing person has reason to believe
such information is not current) beneficially owned (identifying
those
shares which there is a right to acquire) by each person named in
Item 2.
The above mentioned information should also be furnished with respect
to
persons who, together with any of the persons named in Item 2, comprise
a
group within the meaning of Section 13(d)(3) of the Act;
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| (b) |
For
each person named in response to paragraph (a), indicate the number
of
shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose
or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item
2 with
respect to each person with whom the power to vote or to direct the
vote
or to dispose or direct the disposition is shared;
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| (c) |
Describe
any transactions in the class of securities reported on that were
effected
during the past sixty days or since the most recent filing of Schedule
13D
(§240.13d-191), whichever is less, by the persons named in response
to
paragraph (a).
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| (d) |
If
any other person is known to have the right to receive or the power
to
direct the receipt of dividends from, or the proceeds from the sale
of,
such securities, a statement to that effect should be included in
response
to this item and, if such interest relates to more than five percent
of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company
Act of
1940 or the beneficiaries of an employee benefit plan, pension fund
or
endowment fund is not required.
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| (e) |
If
applicable, state the date on which the reporting person ceased to
be the
beneficial owner of more than five percent of the class of securities.
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| Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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| Item 7. |
Material
to Be Filed as Exhibits
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| Exhibit | Description |
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Date
February 28, 2008
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Signature
/s/ Yada Schneider
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Name/Title
Yada Schneider
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(1)
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Incorporated
by reference from Genesis Holdings, Inc.’s Form 8-K filed with the
Securities and Exchange Commission on February 22,
2008.
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