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
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NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
2,775,251(1)
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
550,000 (2)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
2,775,251(1)
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
550,000 (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,325,251 (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
9.5% (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) 800,000 shares of common stock issuable upon the conversion of Series B Preferred Stock; (iii) 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 (iv) 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 Series B Preferred Stock and 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)
|
Held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”). Excludes (i) 500,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by GRQ 401k Plan (ii) 804,600 shares of common stock issuable upon conversion of Series B Preferred Stock held by GRQ 401k Plan; (iii) 1,304,600 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ 401k Plan and (iv) 250,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Benefit Plan”). The Series A Preferred Stock, Series B Preferred Stock and 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 and GRQ Defined Benefit Plan are deemed to be indirectly owned and controlled by Barry Honig.
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(3)
|
Based on35,166,385 shares outstanding as of November 27, 2012.
|
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
550,000(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
550,000 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000 (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
1.6% (2)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Excludes (i) 500,000 shares of common stock issuable upon conversion of Series A Preferred Stock (ii) 804,600 shares of common stock issuable upon conversion of Series B Preferred Stock; and (iii) 1,304,600 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”). The Series A Preferred Stock, Series B Preferred Stock and 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.
|
(2)
|
Based on35,166,385 shares outstanding as of November 27, 2012.
|
(1)
|
Excludes: (i) 987,500 shares of common stock issuable upon the exercise of outstanding warrants;(ii) 800,000 shares of common stock issuable upon the conversion of Series B Preferred Stock; (iii) 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 (iv) 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 Series B Preferred Stock and 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)
|
Held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”). Excludes (i) 500,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by GRQ 401k Plan (ii) 804,600 shares of common stock issuable upon conversion of Series B Preferred Stock held by GRQ 401k Plan; (iii) 1,304,600 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ 401k Plan and (iv) 250,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Benefit Plan”). The Series A Preferred Stock, Series B Preferred Stock and 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 and GRQ Defined Benefit Plan are deemed to be indirectly owned and controlled by Barry Honig.
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(3)
|
Based on35,166,385 shares outstanding as of November 27, 2012.
|
Date: November 28, 2012
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By:
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/s/ Barry Honig
|
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Barry Honig
|
GRQ Consultants, Inc. 401k Plan
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Date: November 28, 2012
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By:
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/s/ Barry Honig
|
|
Barry Honig
President
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