Number of Shares Beneficially
Owned by Each Reporting Person With
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7.
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Sole Voting Power
5,382,261(1)(2)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
5,382,261(1)(2)
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10.
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Shared Dispositive Power
0
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(1)
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The Reporting Person voluntarily reports direct and indirect holdings of the Issuer’s Common Stock.
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(2)
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Of the 5,382,261 shares, 4,137,419 shares are directly owned by the Reporting Person and 1,244,842 shares are owned as follows: (i) 200,000 shares are owned by GRQ Consultants, Inc. (“GRQ”), a company controlled by the Reporting Person; and (ii) 1,044,842 shares are owned by GRQ’s 401K plan.
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(3)
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Excluded from the aggregate beneficially owned shares are (i) 150,000 shares are owned by Alan Honig, father of the Reporting Person and custodian for shares held by the Reporting Person’s minor children; 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. Although the Reporting Person disclaims beneficial ownership of such shares, if aggregated, the percent of class represented by the aggregate amount beneficially owned and the excluded shares would be 8.9%.
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(4)
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Based on 95,119,018 shares outstanding as of May 29, 2012.
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(a)
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This statement is being filed by Barry Honig (the “Reporting Person”).
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(b)
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The Reporting Person’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137.
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(c)
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N/A.
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(d)
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During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, the Reporting Person has 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.
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(f)
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United States of America
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(a)
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As of the date hereof, the Reporting Person beneficially owns 5,382,261 shares of the Issuer’s common stock, which represents approximately 5.7% of the Issuer’s common stock.
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(b)
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The Reporting Person may be deemed to hold sole voting and dispositive power over 5,382,261 shares of common stock of the Issuer.
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(c)
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On February 29, 2012, the Reporting Person purchased 36,300 shares in an open market transaction for $0.2179 per share. On March 2, 2012, GRQ purchased 39,400 shares in an open market transaction for $0.21 per share. On March 5, 2012, GRQ purchased 26,880 shares in an open market transaction for $0.23 per share. On March 6, 2012, GRQ purchased 26,500 shares in an open market transaction for $0.23 per share. On March 8, 2012, the Reporting Person purchased 2,600 shares in an open market transaction for $0.22 per share. On March 13, 2012, the Reporting Person purchased 5,000 shares in an open market transaction for $0.24 per share. On March 14, 2012, GRQ purchased 13,201 shares in an open market transaction for $0.2432 per share. On March 19, 2012, the Reporting Person purchased 30,200 shares in an open market transaction for $0.24 per share. On March 21, 2012, the Reporting Person purchased 71,100 shares in an open market transaction for $0.2547 per share. On March 22, 2012, the Reporting Person purchased 7,000 shares in an open market transaction for $0.25 per share. On May 17, 2012, the Reporting Person purchased 140,000 shares in an open market transaction for $0.17 per share. On May 22, 2012, the Reporting Person purchased 35,000 shares in an open market transaction for $0.1571 per share. On May 23, 2012, the Reporting Person purchased 4,700 shares in an open market transaction for $0.16 per share. On May 24, 2012, the Reporting Person purchased 50,000 shares in an open market transaction for $0.17 per share. On May 29, 2012, the Reporting Person purchased 97,697 shares in an open market transaction for $0.18 per share.
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(d)
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To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 5,382,261 shares of common stock reported in Item 5(a).
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(e)
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Not applicable.
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BARRY HONIG
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/s/ Barry Honig
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May 30, 2012
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