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
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
336,101
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
143,887 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
336,101
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
143,887 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,988 (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
7.9% (2)
|
12
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DKR Ventures LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
143,887 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
143,887 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,887 (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
2.4% (2)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence.
|
Item 2(c).
|
Citizenship.
|
Item 2(d).
|
Title of Class of Securities.
|
Item 2(e).
|
CUSIP Number.
|
Item 3.
|
Type of Person
|
Item 4.
|
Ownership.
|
|
(1)
|
143,887 shares of Common Stock are held by DKR Ventures LLC (“DKR”). Mr. Honig is the managing member of DRK and in such capacity holds voting and dispositive power over such securities. Excludes 250,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”), a Class A Warrant to purchase up to 3,750,000 shares of Series Preferred Stock (the “Class A Warrant”) and a Class B Warrant to purchase up to 6,779,704 shares of Series B Preferred Stock (the “Class B Warrant”) held by DRK. The Preferred Stock, the Class A Warrant and the Class B Warrant are governed by certain beneficial ownership blockers preventing the holder from converting or exercising such securities to the extent such conversion or exercise would cause the holder to beneficially hold in excess of 4.99% of the Company’s issued and outstanding Common Stock, which may be waived upon 61 days’ notice. DKR’s beneficial ownership has been limited accordingly. Additionally, the 143,887 shares of Common Stock held by DKR and the Preferred Stock, the Class A Warrant and the Class B Warrant are in escrow pursuant to the terms of a third party escrow agreement, pending shareholder approval of the issuance of such securities by the Company in accordance with NASDAQ Rule 5635(d)
|
|
(2)
|
Based on 6,054,758 shares of Common Stock outstanding as of September 30, 2013.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications.
|
Date: October 8, 2013
|
By:
|
/s/ Barry Honig
|
|
Barry Honig
|
|||
Date: October 8, 2013
|
By:
|
DKR Ventures LLC
/s/ Barry Honig
|
|
Barry Honig, Managing Member
|