Pershing Gold Corporation
|
(Name of Issuer)
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Common Stock, par value $.0001 per share
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(Title of Class of Securities)
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715302105
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(CUSIP Number)
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Barry Honig
555 South Federal Highway #450
Boca Raton, FL 33432
Copy To:
Harvey Kesner, Esq.
61 Broadway, 32nd Fl.
New York, NY 10006
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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August 29, 2014
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(Date of Event which Requires Filing of this Statement)
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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
|
54,926,554 (2)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER:
|
|||
REPORTING
|
34,424,236 (1)
|
||||
PERSON
|
10
|
SHARED DISPOSITIVE POWER:
|
|||
WITH
|
54,926,554 (2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
89,350,790 (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)
|
||||
24.69% (based on 317,301,286 shares of Common Stock issued and outstanding as of August 27, 2014)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||
IN
|
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
|
37,872,962 (1)
|
||||
EACH
|
9
|
SOLE DISPOSITIVE POWER:
|
|||
REPORTING
|
0
|
||||
PERSON
|
10
|
SHARED DISPOSITIVE POWER:
|
|||
WITH
|
37,872,962 (1)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
37,872,962 (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)
|
||||
11.32% (based on 317,301,286 shares of Common Stock issued and outstanding as of August 27, 2014)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||
OO
|
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)
|
||||
0.31% (based on 317,301,286 shares of Common Stock issued and outstanding as of August 27, 2014)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||
CO
|
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)
|
||||
4.12% (based on 317,301,286 shares of Common Stock issued and outstanding as of August 27, 2014)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||
OO
|
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)
|
||||
0.83% (based on 317,301,286 shares of Common Stock issued and outstanding as of August 27, 2014)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
||||
OO
|
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*
|
Dated: August 29, 2014
|
/s/ Barry Honig
|
|
Barry Honig
|
Dated: August 29, 2014
|
GRQ CONSULTANTS, INC. 401K
|
|
By:
|
/s/ Barry Honig
|
|
Barry Honig
|
Dated: August 29, 2014
|
GRQ CONSULTANTS, INC.
|
|
By:
|
/s/ Barry Honig
|
|
Barry Honig, President
|
Dated: August 29, 2014
|
GRQ CONSULTANTS, INC. ROTH 401K FBO BARRY HONIG
|
|
By:
|
/s/ Barry Honig
|
|
Barry Honig
|
Dated: August 29, 2014
|
GRQ CONSULTANTS, INC. DEFINED BENEFIT PLAN
|
|
By:
|
/s/ Barry Honig
|
|
Barry Honig
|
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 *
|