honig13g_venaxisapr2016.htm

SC 13G 1 honig13g_venaxisapr2016.htm SCHEDULE 13G honig13g_venaxisapr2016.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

VENAXIS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

92262A206

(CUSIP Number)

March 21, 2016

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

(Page 1 of 10 Pages)

CUSIP No. 92262A206

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry Honig
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES	5	SOLE VOTING POWER 10,000 (1)
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 325,179 (1) (2)
EACH REPORTING	7	SOLE DISPOSITIVE POWER 10,000 (1)
PERSON WITH	8	SHARED DISPOSITIVE POWER 325,179 (1) (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,179 (1) (3)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.65% (based on 3,873,754 shares of common stock outstanding as of March 23, 2016) (1)
12	TYPE OF REPORTING PERSON* IN

(1)	Reflects the Issuer’s reverse split of its outstanding common stock on a 1-for-8 basis (the “Reverse Split”).

(2)	Represents shares of common stock held by GRQ Consultants, Inc. 401K. Barry Honig is the Trustee of GRQ Consultants, Inc., 401K, and in such capacity he holds voting and dispositive power over securities held by such entity.

(3)	Includes 10,000 shares of common stock held by Barry Honig and 325,179 shares of common stock held by GRQ Consultants, Inc. 401K.

CUSIP No. 92262A206

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GRQ Consultants, Inc. 401K
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 325,179 (1)
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 325,179 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 325,179 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.39% (based on 3,873,754 shares of common stock outstanding as of March 23, 2016) (1)
12	TYPE OF REPORTING PERSON* OO

(1)	Reflects the Reverse Split.

Item 1(a). Name of Issuer:

Venaxis, Inc. (“Issuer”)

Item 1(b). Address of Issuer's Principal Executive Offices:

1585 South Perry Street, Castle Rock, CO 80104

Item 2(a). Name of Person Filing.

The statement is filed on behalf of Barry Honig and GRQ Consultants, Inc. 401K (together, the “Reporting Persons”).

Item 2(b). Address of Principal Business Office or, if None, Residence.

555 South Federal Highway, #450, Boca Raton, FL 33432

Item 2(c). Citizenship.

United States/Florida

Item 2(d). Title of Class of Securities.

Common Stock, no par value (“Common Stock”)

Item 2(e). CUSIP Number.

The Issuer’s CUSIP Number is 92262A206

Item 3. Type of Person

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: 335,179 (1) (3)

(b) Percent of class: 8.65% (based on 3,873,754 shares of common stock outstanding as of March 23, 2016) (1)

(i) Sole power to vote or to direct the vote: 10,000 (1)

(ii) Shared power to vote or to direct the vote: 325,179 (1)(2)

(iii) Sole power to dispose or to direct the disposition of: 10,000 (1)

(iv) Shared power to dispose or to direct the disposition of: 325,179 (1)(2)

(1)	Reflects the Reverse Split.

(2)	Represents shares of common stock held by GRQ Consultants Inc., 401K. Barry Honig is the Trustee of GRQ Consultants, Inc. 401K, and in such capacity he holds voting and dispositive power over securities held by such entity.

(3)	Includes 10,000 shares of common stock held by Barry Honig and 325,179 shares of common stock held by GRQ Consultants, Inc. 401K.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: April 4, 2016	By:	/s/ Barry Honig
		Barry Honig

Date: April 4, 2016		GRQ Consultants, Inc. 401K
	By:	/s/ Barry Honig
		GRQ Consultants Inc., 401K, Trustee