1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)o
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6.
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Citizenship or Place of Organization
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Number of Shares Beneficially
Owned by Each Reporting Person With
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7.
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Sole Voting Power
12,109,661(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
12,109,661(1)(2)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
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13.
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Percent of Class Represented by Amount in Row (11)
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14.
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Type of Reporting Person (See Instructions)
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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 12,109,661 shares, 9,390,184 shares are directly owned by the Reporting Person and 2,719,477 shares are owned as follows: (i) 503,635 shares are owned by GRQ Consultants, Inc. (“GRQ”), a company controlled by the Reporting Person; and (ii) 2,215,842 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 16.6%.
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(4)
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Based on 95,119,018 shares outstanding as of November 5, 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 12,109,661 shares of the Issuer’s common stock, which represents approximately 12.7% 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 12,109,661 shares of common stock of the Issuer.
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(c)
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On October 25, 2012, GRQ Consultants, Inc., a company owned and controlled by the Reporting Person, purchased 90,500 shares in an open market transaction for $0.2485 per share.
On October 26, 2012, GRQ Consultants, Inc., a company owned and controlled by the Reporting Person, purchased 140,000 shares in an open market transaction for $0.249 per share.
On October 31, 2012, GRQ Consultants, Inc., a company owned and controlled by the Reporting Person, purchased 73,135 shares in an open market transaction for $0.255 per share.
On November 6, 2012, the Reporting Person purchased 1,600,000 shares in an private transaction for $0.25 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 12,109,661 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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November 6, 2012
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