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
1,147,225 (1)
|
||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,873,394 (2)
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
1,147,255 (1)
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
2,873,394 (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,020,619 (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
8.94% (1)(2)(3)
|
12
|
TYPE OF REPORTING PERSON*
IN
|
(1)
|
Excludes: (i) 987,500 shares of common stock issuable upon the exercise of outstanding warrants;(ii) 788,461 shares of common stock held in UTMA accounts of Mr. Honig’s children, over which accounts Mr. Honig has no voting or dispositive power; and (iii) 125,000 shares of common stock issuable upon the exercise of outstanding warrants held in UTMA accounts of Mr. Honig’s children, over which accounts Mr. Honig has no voting or dispositive power. The warrants may not be exercised and the holder may not receive shares of common stock within 60 days such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of common stock. The percentage of ownership is therefore limited accordingly.
|
(2)
|
Represents (i) 50,000 shares of common stock held by GRQ Consultants, Inc. (“GRQ”); (ii) 2,573,394 shares of common stock held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”) and (iii) 250,000 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ DBP”). Excludes (i) 1,304,600 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ 401k Plan and (ii) 125,000 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ DBP. The warrants may not be exercised and the holder may not receive shares of common stock within 60 days such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of common stock. The percentage of ownership is therefore limited accordingly. The shares of common stock owned by GRQ, GRQ 401k Plan and GRQ DBP are deemed to be indirectly owned and controlled by Barry Honig.
|
|
Based on 44,991,045 shares outstanding as of July 24, 2014.
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ Consultants, Inc.
|
|||
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
50,000
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
50,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 (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
0.1% (1)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 44,991,045 shares outstanding as of July 24, 2014.
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ Consultants, Inc. 401k Plan
|
|||
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
2,573,394(1)
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
2,573,394(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,573,394 (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
5.03% (2)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Excludes 1,304,600 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ 401k Plan. The warrants may not be exercised and the holder may not receive shares of common stock within 60 days such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of common stock. The percentage of ownership is therefore limited accordingly. The shares of common stock owned by GRQ 401k Plan are deemed to be indirectly owned and controlled by Barry Honig.
|
|
Based on 44,991,045 shares outstanding as of July 24, 2014.
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ Consultants, Inc. Defined Benefit Plan
|
|||
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
250,000 (1)
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
250,000 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 (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
0.56% (2)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Excludes 125,000 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ DBP. The warrants may not be exercised and the holder may not receive shares of common stock within 60 days such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of common stock. The percentage of ownership is therefore limited accordingly. The shares of common stock owned by GRQ DBP are deemed to be indirectly owned and controlled by Barry Honig.
|
|
Based on 44,991,045 shares outstanding as of July 24, 2014.
|
(1)
|
Excludes: (i) 987,500 shares of common stock issuable upon the exercise of outstanding warrants;(ii) 788,461 shares of common stock held in UTMA accounts of Mr. Honig’s children, over which accounts Mr. Honig has no voting or dispositive power; and (iii) 125,000 shares of common stock issuable upon the exercise of outstanding warrants held in UTMA accounts of Mr. Honig’s children, over which accounts Mr. Honig has no voting or dispositive power. The warrants may not be exercised and the holder may not receive shares of common stock within 60 days such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of common stock. The percentage of ownership is therefore limited accordingly.
|
(2)
|
Represents (i) 50,000 shares of common stock held by GRQ Consultants, Inc. (“GRQ”); (ii) 2,573,394 shares of common stock held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”) and (iii) 250,000 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ DBP”). Excludes (i) 1,304,600 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ 401k Plan and (ii) 125,000 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ DBP. The warrants may not be exercised and the holder may not receive shares of common stock within 60 days such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of common stock. The percentage of ownership is therefore limited accordingly. The shares of common stock owned by GRQ, GRQ 401k Plan and GRQ DBP are deemed to be indirectly owned and controlled by Barry Honig.
|
(3)
|
Based on 44,991,045 shares outstanding as of July 24, 2014.
|
Date: September 25, 2014
|
By:
|
/s/ Barry Honig
|
|
Barry Honig
|
GRQ Consultants, Inc.
|
|||
Date: September 25, 2014
|
By:
|
/s/ Barry Honig
|
|
Barry Honig
President
|
|||
GRQ Consultants, Inc. 401k Plan
|
||
Date: September 25, 2014
|
By:
|
/s/ Barry Honig
|
Barry Honig
President
|
GRQ Consultants, Inc. Defined Benefit Plan
|
||
Date: September 25, 2014
|
By:
|
/s/ Barry Honig
|
Barry Honig
President
|