0001415889-14-002583.txt : 20140820 0001415889-14-002583.hdr.sgml : 20140820 20140820143135 ACCESSION NUMBER: 0001415889-14-002583 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140820 DATE AS OF CHANGE: 20140820 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Gold Corp. CENTRAL INDEX KEY: 0001432196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 260657736 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86863 FILM NUMBER: 141054610 BUSINESS ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 BUSINESS PHONE: (877) 705-9357 MAIL ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: Sagebrush Gold Ltd. DATE OF NAME CHANGE: 20110519 FORMER COMPANY: FORMER CONFORMED NAME: Empire Sports & Entertainment Holdings Co. DATE OF NAME CHANGE: 20101005 FORMER COMPANY: FORMER CONFORMED NAME: Excel Global, Inc. DATE OF NAME CHANGE: 20080411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Honig Barry C CENTRAL INDEX KEY: 0001373203 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 595 S FEDERAL HIGHWAY STREET 2: SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: Honig Barry R DATE OF NAME CHANGE: 20060818 SC 13D/A 1 sc13dahonigamend29_aug2014.htm SCHEDULE 13D/A sc13dahonigamend29_aug2014.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 29)
 
 
Pershing Gold Corporation
(Name of Issuer)
 
Common Stock, par value $.0001 per share
(Title of Class of Securities)
 
715302105
(CUSIP Number)
 
Barry Honig
555 South Federal Highway #450
Boca Raton, FL 33432
 
Copy To:
Harvey Kesner, Esq.
61 Broadway, 32nd Fl.
New York, NY 10006
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 20, 2014
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.[  ]

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
1
 
   
 
CUSIP No. 715302105
  
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
 
Barry Honig
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  
 
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
  
 
     
4
SOURCE OF FUNDS (See Instructions)
  
 
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
  
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
US
NUMBER OF
 
7
SOLE VOTING POWER:
    
 SHARES
 
  
34,424,236 (1)
    
 BENEFICIALLY
 
8
SHARED VOTING POWER:
    
 OWNED BY
 
  
54,706,554 (2)
    
 EACH
 
9
SOLE DISPOSITIVE POWER:
    
 REPORTING
 
  
 
34,424,236 (1)
    
 PERSON
 
10
SHARED DISPOSITIVE POWER:
 
    
WITH
  
54,706,554 (2)
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  
 
89,130,790 (1) (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
25.11% (based on 310,487,641 shares of Common Stock issued and outstanding as of July 30, 2014)
14
TYPE OF REPORTING PERSON (See Instructions)
  
 
IN
  

(1) Includes (i) 17,874,072 shares of common stock held by Mr. Honig, (ii) options to purchase 13,400,000 shares of common stock held for the account of Mr. Honig which may be exercised within 60 days, (iii) 652 shares of Series E Preferred Stock held by Mr. Honig which may be converted in to 1,956,000 shares of common stock, and (iv) warrants to purchase 1,194,164  shares of common stock. All beneficial ownership numbers and percentages exclude unvested 1,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer and which would not vest within 60 days.

(2) Includes (i) 20,350,373 shares of common stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,611 shares of Series E Preferred Stock which may be converted in to 10,832,364 shares of common stock held by GRQ Consultants, Inc. 401K (“GRQ 401K”); 993,908 shares of common stock held by GRQ Consultants, Inc. (“GRQ Consultants”); (i) 5,187,627 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,939 shares of common stock, and (iii) warrants to purchase 2,020,918 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“GRQ Roth 401K”) and (i) 200,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”). Mr. Honig is the trustee of GRQ 401K, GRQ Roth 401K and GRQ Defined Plan and President of GRQ Consultants, and, in such capacity, has voting and dispositive power over the securities held by such entities.
 
 
2
 
 
 
CUSIP No. 715302105
  
 
1
NAMES OF REPORTING PERSONS
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 (See Instructions)
  
 
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
  
 
     
4
SOURCE OF FUNDS (See Instructions)
  
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
  
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Florida
NUMBER OF
 
7
SOLE VOTING POWER:
    
 SHARES
 
  
0
    
 BENEFICIALLY
 
8
SHARED VOTING POWER:
    
 OWNED BY
 
  
37,652,962 (1)
    
 EACH
 
9
SOLE DISPOSITIVE POWER:
    
 REPORTING
 
  
0
    
 PERSON
 
10
SHARED DISPOSITIVE POWER:
 
    
WITH
  
37,652,962 (1)
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  
 
37,652,962 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
11.49% (based on 310,487,641 shares of Common Stock issued and outstanding as of July 30, 2014)
14
TYPE OF REPORTING PERSON (See Instructions)
  
 
OO

(1) Includes (i) 20,350,373 shares of common stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,611 shares of Series E Preferred Stock which may be converted in to 10,832,364 shares of common stock held by GRQ Consultants, Inc. 401K (“GRQ 401K”). Mr. Honig is the trustee of GRQ 401K, and, in such capacity, has voting and dispositive power over securities held by such entity.

 
3
 
 
 
CUSIP No. 715302105
  

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
 
GRQ Consultants, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  
 
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
  
 
     
4
SOURCE OF FUNDS (See Instructions)
  
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
  
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Florida
NUMBER OF
 
7
SOLE VOTING POWER:
    
 SHARES
 
        
 BENEFICIALLY
 
8
SHARED VOTING POWER:
    
 OWNED BY
 
  
993,908 (1)
    
 EACH
 
9
SOLE DISPOSITIVE POWER:
    
 REPORTING
 
        
 PERSON
 
10
SHARED DISPOSITIVE POWER:
 
    
WITH
  
 993,908 (1)
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  
 
 993,908 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
0.32% (based on 310,487,641 shares of Common Stock issued and outstanding as of July 30, 2014)
14
TYPE OF REPORTING PERSON (See Instructions)
  
 
CO

(1) Includes 993,908 shares of common stock. Mr. Honig is the President of GRQ Consultants, Inc. (“GRQ Consultants”), and, in such capacity, has voting and dispositive power over the securities held by GRQ Consultants.

 
4
 
 
 
CUSIP No. 715302105
  
 
1
NAMES OF REPORTING PERSONS
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 (See Instructions)
  
 
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
  
 
     
4
SOURCE OF FUNDS (See Instructions)
  
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
  
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Florida
NUMBER OF
 
7
SOLE VOTING POWER:
    
 SHARES
 
  
0
    
 BENEFICIALLY
 
8
SHARED VOTING POWER:
    
 OWNED BY
 
  
13,419,484 (1)
    
 EACH
 
9
SOLE DISPOSITIVE POWER:
    
 REPORTING
 
  
0
    
 PERSON
 
10
SHARED DISPOSITIVE POWER:
 
    
WITH
  
13,419,484 (1)
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  
 
13,419,484 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
4.21% (based on 310,487,641 shares of Common Stock issued and outstanding as of July 30, 2014)
14
TYPE OF REPORTING PERSON (See Instructions)
  
 
OO

(1)  Includes (i) 5,187,627 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,939 shares of common stock, and (iii) warrants to purchase 2,020,918 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“GRQ Roth 401K”). Mr. Honig is the trustee of GRQ Roth 401K, and, in such capacity, has voting and dispositive power over securities held by such entity.

 
5
 
 
 
CUSIP No. 715302105
  
 
1
NAMES OF REPORTING PERSONS
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 (See Instructions)
  
 
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
  
 
     
4
SOURCE OF FUNDS (See Instructions)
  
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
  
 
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Florida
NUMBER OF
 
7
SOLE VOTING POWER:
    
 SHARES
 
        
 BENEFICIALLY
 
8
SHARED VOTING POWER:
    
 OWNED BY
 
  
2,640,200 (1)
    
 EACH
 
9
SOLE DISPOSITIVE POWER:
    
 REPORTING
 
        
 PERSON
 
10
SHARED DISPOSITIVE POWER:
 
    
WITH
  
2,640,200 (1)
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  
 
2,640,200 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
 
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
0.84% (based on 310,487,641 shares of Common Stock issued and outstanding as of July 30, 2014)
14
TYPE OF REPORTING PERSON (See Instructions)
  
 
OO

(1) Includes (i) 200,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”). Mr. Honig is the trustee of GRQ Defined Plan, and, in such capacity, has voting and dispositive power over securities held by such entity.
 
 
6
 
 
 
Item 1. Security and Issuer
 
The title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.0001 per share (the "Common Stock"), of Pershing Gold Corporation, a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1658 Cole Boulevard, Building 6-Suite 210, Lakewood, CO 80401.

Item 2. Identity and Background

(a)   This statement is being filed by Barry Honig, GRQ Consultants, Inc. 401K (“GRQ 401K”), GRQ Consultants, Inc. (“GRQ Consultants”), GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“GRQ Roth 401K”), GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”, and collectively, the “Reporting Persons”).

(b)   The Reporting Persons’ business address is 555 South Federal Highway #450, Boca Raton, FL 33432.

(c)   N/A

(d)   During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   During the last five years, the Reporting Persons have 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.

(f)   United States/Florida

Item 3. Source and Amount of Funds or Other Considerations

All shares were purchased with the Reporting Persons’ personal funds or working capital.

Item 4. Purpose of Transaction
 
All of the Issuer’s securities owned by the Reporting Persons have been acquired for investment purposes only.  Except as set forth above, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

 
7
 
 
 
Item 5. Interest in Securities of the Issuer

(a)   Mr. Honig beneficially owns 89,130,790 shares or 25.11% of the Issuer’s common stock, including (i) 17,874,072 shares of common stock held by Mr. Honig, (ii) options to purchase 13,400,000 shares of common stock held for the account of Mr. Honig which may be exercised within 60 days, (iii) 652 shares of Series E Preferred Stock held by Mr. Honig which may be converted in to 1,956,000 shares of common stock, and (iv) warrants to purchase 1,194,164 shares of common stock; (i) 20,350,373 shares of common stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,611 shares of Series E Preferred Stock which may be converted in to 10,832,364 shares of common stock held by GRQ 401K; 993,908 shares of common stock held by GRQ Consultants; (i) 5,187,627 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,939 shares of common stock, and (iii) warrants to purchase 2,020,918 shares of common stock held by GRQ Roth 401K and (i) 200,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock held by GRQ Defined Plan. Mr. Honig is the trustee of GRQ 401K, GRQ Roth 401K and GRQ Defined Plan and President of GRQ Consultants, and, in such capacity, has voting and dispositive power over the securities held by such entities. All beneficial ownership numbers and percentages exclude unvested 1,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer and which would not vest within 60 days.
 
(b)   Mr. Honig may be deemed to hold sole voting and dispositive power over 34,424,236 shares of the Issuer’s common stock (1) and shares voting and dispositive power over 54,706,554 shares of common stock (2).
 
         GRQ 401K may be deemed to hold shared voting and dispositive power over (i) 20,350,373 shares of common stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,611 shares of Series E Preferred Stock which may be converted in to 10,832,364 shares of common stock.

         GRQ Consultants may be deemed to hold shared voting and dispositive power over 993,908 shares of common stock.

         GRQ Roth 401K may be deemed to hold shared voting and dispositive power over (i) 5,187,627 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,939 shares of common stock, and (iii) warrants to purchase 2,020,918 shares of common stock.

         GRQ Defined Plan may be deemed to hold shared voting and dispositive power (i) 200,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock by GRQ Defined Plan.

(c)   On August 11, 2014, Mr. Honig purchased 20,000 shares of the Issuer’s common stock at a price of $0.339 per share and GRQ 401K purchased 40,000 shares of the Issuer’s common stock at a price of $0.339 per share.

        On August 12, 2014, GRQ Roth 401K purchased 800,000 shares of the Issuer’s common stock at a price of $0.3385 per share.

        On August 19, 2014, GRQ Roth 401K purchased 300,000 shares of the Issuer’s common stock at a price of $0.329 per share.
 
(d)  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 87,970,790 shares of common stock reported in Item 5(a).


 
 
 
8
 
 
 
(e) Not applicable.

(1) Includes (i) 17,874,072 shares of common stock held by Mr. Honig, (ii) options to purchase 13,400,000 shares of common stock held for the account of Mr. Honig which may be exercised within 60 days, (iii) 652 shares of Series E Preferred Stock held by Mr. Honig which may be converted in to 1,956,000 shares of common stock, and (iv) warrants to purchase 1,194,164 shares of common stock. All beneficial ownership numbers and percentages exclude unvested 1,000,000 shares of the Restricted Stock Award issued to Mr. Honig on June 18, 2012 by the Issuer and which would not vest within 60 days.

(2) Includes (i) 20,350,373 shares of common stock, (ii) 6,470,225 warrants to purchase shares of common stock, and (iii) 3,611 shares of Series E Preferred Stock which may be converted in to 10,832,364 shares of common stock held by GRQ 401K; 993,908 shares of common stock held by GRQ Consultants; (i) 5,187,627 shares of common stock, (ii) 2,070 shares of Series E Preferred Stock which may be converted in to 6,210,939 shares of common stock, and (iii) warrants to purchase 2,020,918 shares of common stock held by GRQ Roth 401K and (i) 200,000 shares of common stock, (ii) 581 shares of Series E Preferred Stock which may be converted in to 1,743,000 shares of common stock and (iii) warrants to purchase 697,200 shares of common stock held by GRQ Defined Plan. Mr. Honig is the trustee of GRQ 401K, GRQ Roth 401K and GRQ Defined Plan and President of GRQ Consultants, and, in such capacity, has voting and dispositive power over the securities held by such entities.


 
9
 
 
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities

Item 7. Material to Be Filed as Exhibits

Exhibit
Number
 
Description
   
99.1
Joint Filing Agreement with GRQ Consultants, Inc. 401K, GRQ Consultants, Inc., GRQ Consultants, Inc. Roth 401K FBO Barry Honig and GRQ Consultants, Inc. Defined Benefit Plan*
 
* Previously filed


 
10
 
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: August 20, 2014
  
/s/ Barry Honig
   
Barry Honig
 
Dated: August 20, 2014
GRQ CONSULTANTS, INC. 401K
     
 
By: 
/s/ Barry Honig
   
Barry Honig
 
Dated: August 20, 2014
GRQ CONSULTANTS, INC.
     
 
By: 
/s/ Barry Honig
   
Barry Honig, President
 
Dated: August 20, 2014
GRQ CONSULTANTS, INC. ROTH 401K FBO BARRY HONIG
     
 
By: 
/s/ Barry Honig
   
Barry Honig
 
Dated: August 20, 2014
GRQ CONSULTANTS, INC. DEFINED BENEFIT PLAN
     
 
By: 
/s/ Barry Honig
   
Barry Honig
 

 
11
 
 

 
EXHIBIT INDEX
 
Exhibit
Number  
 
Description
   
99.1
Joint Filing Agreement with GRQ Consultants, Inc. 401K, GRQ Consultants, Inc., GRQ Consultants, Inc. Roth 401K FBO Barry Honig and GRQ Consultants, Inc. Defined Benefit Plan *
 
* Previously filed