1.
|
Names of Reporting Persons
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC Use Only
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4.
|
Source of Funds (See Instructions)
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o
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6.
|
Citizenship or Place of Organization
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Number of Shares Beneficially
Owned by Each Reporting Person With
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7.
|
Sole Voting Power
9,474,759(1)
|
|
8.
|
Shared Voting Power
2,719,477(2)
|
|
9.
|
Sole Dispositive Power
9,474,759(1)
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10.
|
Shared Dispositive Power
2,719,477(2)
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
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14.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Barry Honig voluntarily reports direct and indirect holdings of the Issuer’s Common Stock.
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(2)
|
Include (i) 503,635 shares are owned by GRQ Consultants, Inc. (“GRQ”), a company controlled by the Mr. Honig; and (ii) 2,215,842 shares are owned by GRQ’s 401K plan.
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(3)
|
Excluded from the aggregate beneficially owned shares are (i) 150,000 shares are owned by Alan Honig, the Reporting Person’s father; and (ii) 3,535,000 shares are owned by various Uniform Transfer to Minor Act accounts for which Alan Honig is custodian. The Reporting Person exercises no investment or voting power and disclaims beneficial ownership of the shares owned in the name of Alan Honig or by accounts for which Alan Honig is custodian
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(4)
|
Based on 95,119,018 shares outstanding as of November 14, 2012.
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o
|
6.
|
Citizenship or Place of Organization
|
Number of Shares Beneficially
Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
503,635(1)
|
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
503,635(1)
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
14.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Barry Honig voluntarily reports direct and indirect holdings of the Issuer’s Common Stock.
|
(2)
|
Excluded from the aggregate beneficially owned shares are (i) 150,000 shares are owned by Alan Honig, the Reporting Person’s father; and (ii) 3,535,000 shares are owned by various Uniform Transfer to Minor Act accounts for which Alan Honig is custodian. The Reporting Person exercises no investment or voting power and disclaims beneficial ownership of the shares owned in the name of Alan Honig or by accounts for which Alan Honig is custodian
|
(3)
|
Based on 95,119,018 shares outstanding as of November 14, 2012.
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o
|
6.
|
Citizenship or Place of Organization
|
Number of Shares Beneficially
Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,215,842(1)
|
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
2,215,842(1)
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
14.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Barry Honig voluntarily reports direct and indirect holdings of the Issuer’s Common Stock.
|
(2)
|
Excluded from the aggregate beneficially owned shares are (i) 150,000 shares are owned by Alan Honig, the Reporting Person’s father; and (ii) 3,535,000 shares are owned by various Uniform Transfer to Minor Act accounts for which Alan Honig is custodian. The Reporting Person exercises no investment or voting power and disclaims beneficial ownership of the shares owned in the name of Alan Honig or by accounts for which Alan Honig is custodian.
|
(3)
|
Based on 95,119,018 shares outstanding as of November 14, 2012.
|
|
(a)
|
This statement is being filed by Barry Honig, GRQ Consultants, Inc. (“GRQ”) and GRQ’s 401K Plan (“GRQ 401K Plan”, together with Mr. Honig and GRQ, the “Reporting Persons”).
|
|
(b)
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The Reporting Persons’ principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137.
|
|
(c)
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NA.
|
|
(d)
|
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During the last five years, the Reporting Persons have not been 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 violations with respect to such laws.
|
|
(f)
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United States of America/Florida
|
(a)
|
As of the date hereof, the Reporting Persons beneficially own 12,194,236 shares of the Issuer’s common stock (1), which represents approximately 12.8% of the Issuer’s common stock.
|
(1)
|
Excluded from the aggregate beneficially owned shares are (i) 150,000 shares are owned by Alan Honig, the Reporting Person’s father; and (ii) 3,535,000 shares are owned by various Uniform Transfer to Minor Act accounts for which Alan Honig is custodian. The Reporting Person exercises no investment or voting power and disclaims beneficial ownership of the shares owned in the name of Alan Honig or by accounts for which Alan Honig is custodian.
|
(b)
|
Mr. Honig may be deemed to hold sole voting and dispositive power over 9,474,759 shares of common stock of the Issuer and shared voting and dispositive power over 2,719,477 shares of common stock of the Issuer (2).
|
|
GRQ may be deemed to hold shared voting and dispositive power over 503,635 shares of common stock of the Issuer.
|
|
GRQ 401k Plan may be deemed to hold shared voting and dispositive power over 2,215,842 shares of common stock of the Issuer.
|
(c)
|
On November 9, 2012, Mr. Honig purchased 24,575 shares in an open market transaction for $0.25 per share.
|
|
|
(d)
|
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 12,194,236 shares of common stock reported in Item 5(a).
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(e)
|
Not applicable.
|
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
(2)
|
Include (i) 503,635 shares are owned by GRQ, a company controlled by the Mr. Honig; and (ii) 2,215,842 shares are owned by GRQ 401K Plan.
|
Dated: November 20, 2012
|
/s/ Barry Honig
|
||
Barry Honig
|
Dated: November 20, 2012
|
GRQ CONSULTANTS, INC.
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig
|
Dated: November 20, 2012
|
GRQ CONSULTANTS, INC. 401K
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig
|
Exhibit
Number
|
Description
|
99.1
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Joint Filing Agreement with GRQ Consultants, Inc. and GRQ Consultants, Inc. 401K
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Dated: November 20, 2012
|
/s/ Barry Honig
|
||
Barry Honig
|
Dated: November 20, 2012
|
GRQ CONSULTANTS, INC.
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig
|
Dated: November 20, 2012
|
GRQ CONSULTANTS, INC. 401K
|
||
By:
|
/s/ Barry Honig
|
||
Barry Honig
|