CUSIP
No.
55414P 504
|
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
247,037
(1)
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
144,611(2)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
247,037
(1)
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
144,611
(2)
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
391,648(1)(2)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.22%
(Based on 6,296,110 shares
outstanding as of November 7, 2016)
|
12
|
TYPE OF
REPORTING PERSON
IN
|
|
(1)
|
Represents
247,037 shares of common stock held by Barry Honig. Does not
include 374,730 shares of common stock issuable upon conversion of
the Company’s Series D Convertible Preferred Stock held by
Barry Honig, which contains a 4.99% beneficial ownership
blocker.
|
|
(2)
|
Represents
(i) 61,537 shares of common stock held by GRQ Consultants, Inc.
Roth 401K FBO Barry Honig (“Roth 401K”), for which
Barry Honig is trustee and over which securities he holds voting
and dispositive power, (ii) 36,000 shares of common stock held by
GRQ Consultants, Inc. 401K (“401K”), for which Barry
Honig is trustee and over which securities he holds voting and
dispositive power and (iii) 47,074 shares of common stock held by
Barry & Renee Honig Charitable Foundation (the
“Foundation”), for which Barry Honig is trustee and
over which securities he holds voting and dispositive power. Does
not include (i) 103,950 shares of common stock issuable upon
conversion of the Company’s Series F Convertible Preferred
Stock held by Roth 401K or (ii) 145,530 shares of common stock
issuable upon conversion of the Company’s Series F
Convertible Preferred Stock held by GRQ Consultants, Inc. Roth 401K
FBO Renee Honig (“Renee 401K”), for which Barry
Honig’s spouse, Renee Honig, is trustee and over which
securities she holds voting and dispositive power. The Series F
Convertible Preferred Stock contains a 4.99% beneficial ownership
blocker. Additionally, does not include (i) 207,900 shares of
common stock underlying warrants held by Roth 401K, (ii) 70,166
shares of common stock underlying warrants held by 401K, (iii)
415,800 shares of common stock underlying warrants held by Renee
401K or (iv) 62,370 shares of common stock underlying warrants held
by the Foundation. All of these warrants contain a 4.99% beneficial
ownership blocker.
|
CUSIP
No.
55414P 504
|
1
|
NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
GRQ
Consultants, Inc. Roth 401K FBO 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
0
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
61,537(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
61,537
(1)
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,537
(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
.98%
(Based on 6,296,110 shares outstanding as of November 7,
2016)
|
12
|
TYPE OF
REPORTING PERSON*
OO
|
|
(1)
|
Barry
Honig is the trustee of Roth 401K and in such capacity holds voting
and dispositive power over the securities held by Roth 401K. Does
not include (i) 103,950 shares of common stock issuable upon
conversion of the Company’s Series F Convertible Preferred
Stock and (ii) 207,900 shares of common stock underlying warrants
held by Roth 401K, which each contain a 4.99% beneficial ownership
blocker.
|
CUSIP
No.
55414P 504
|
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
United
States
|
NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
36,000(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
36,000
(1)
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,000
(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
.57%
(Based on 6,296,110 shares outstanding as of November 7,
2016)
|
12
|
TYPE OF
REPORTING PERSON*
OO
|
|
(1)
|
Barry
Honig is the trustee of 401K and in such capacity holds voting and
dispositive power over the securities held by 401K. Does not
include 70,166 shares of common stock underlying warrants held by
401K, which contain a 4.99% beneficial ownership
blocker.
|
CUSIP
No.
55414P 504
|
1
|
NAME OF
REPORTING PERSONS
S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Barry
& Renee Honig Charitable Foundation Inc.
|
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
0
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
47,074(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
47,074(1)
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,074
(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
.75%
(Based on 6,296,110 shares outstanding as of November 7,
2016)
|
12
|
TYPE OF
REPORTING PERSON*
OO
|
|
(1)
|
Barry
Honig is the trustee of the Foundation and in such capacity holds
voting and dispositive power over the securities held by the
Foundation. Does not include 62,370 shares of common stock
underlying warrants held by the Foundation, which contain a 4.99%
beneficial ownership blocker.
|
Item
1(a).
|
Name of
Issuer:
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
Item
2(a).
|
Name of
Person Filing.
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence.
|
Item
2(c).
|
Citizenship.
|
Item
2(d).
|
Title
of Class of Securities.
|
Item
2(e).
|
CUSIP
Number.
|
Item
3.
|
Type of
Person
|
Item
4.
|
Ownership.
|
|
(1)
|
Represents
247,037 shares of common stock held by Barry Honig. Does not
include 374,730 shares of common stock issuable upon conversion of
the Company’s Series D Convertible Preferred Stock held by
Barry Honig, which contains a 4.99% beneficial ownership
blocker.
|
|
(2)
|
Represents
(i) 61,537 shares of common stock held by Roth 401K, (ii) 36,000
shares of common stock held by 401K and (iii) 47,074 shares of
common stock held by the Foundation. Does not include (i) 103,950
shares of common stock issuable upon conversion of the
Company’s Series F Convertible Preferred Stock held by Roth
401K or (ii) 145,530 shares of common stock issuable upon
conversion of the Company’s Series F Convertible Preferred
Stock held by Renee 401K. The Series F Convertible Preferred Stock
contains a 4.99% beneficial ownership blocker. Additionally, does
not include (i) 207,900 shares of common stock underlying warrants
held by Roth 401K, (ii) 70,166 shares of common stock underlying
warrants held by 401K, (iii) 415,800 shares of common stock
underlying warrants held by Renee 401K or (iv) 62,370 shares of
common stock underlying warrants held by the Foundation. All of
these warrants contain a 4.99% beneficial ownership
blocker.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported by the Parent Holding Company.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Item
10.
|
Certifications.
|
|
|
|
Date:
February 17, 2017
|
By:
|
/s/ Barry
Honig
|
|
|
Barry
Honig
|
|
|
|
|
|
|
|
|
GRQ
Consultants, Inc. Roth 401K FBO Barry Honig
|
Date:
February 17, 2017
|
By:
|
/s/ Barry
Honig
|
|
|
Barry
Honig, Trustee
|
|
|
GRQ
Consultants, Inc. 401K
|
Date:
February 17, 2017
|
By:
|
/s/ Barry
Honig
|
|
|
Barry
Honig, Trustee
|
|
|
Barry
& Renee Honig Charitable Foundation Inc.
|
Date:
February 17, 2017
|
By:
|
/s/ Barry
Honig
|
|
|
Barry
Honig, Trustee
|