UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(b)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

TOWERSTREAM CORP.

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

892000308

 

(CUSIP Number)

 

December 31, 2018

 

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

 

  [  ] Rule 13d – 1(b)
  [X] Rule 13d – 1(c)
  [  ] Rule 13d – 1(d)

 

*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).

 

 

 

   

 

 

CUSIP No. 892000308
 
  1.

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

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

BENEFICIALLY
OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

0

 
6.

SHARED VOTING POWER

0

 
7.

SOLE DISPOSITIVE POWER

0

 
8.

SHARED DISPOSITIVE POWER

0

 

  9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

  10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

 
  11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.00%

 
  12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 -2- 

 

 

CUSIP No. 892000308
 
  1.

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GRQ Consultants, Inc. 401K

 
  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     
    (a) [  ]
    (b) [  ]         
 
  3. SEC USE ONLY
     
 
  4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.

SOLE VOTING POWER

0

 
6.

SHARED VOTING POWER

0

 
7.

SOLE DISPOSITIVE POWER

0

 
8.

SHARED DISPOSITIVE POWER

0

 

  9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [  ]

 

 
  11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.00%

 
  12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 

 -3- 

 

 

Item 1(a). Name of Issuer:
   
  Towerstream Corp., a Delaware corporation (“Issuer”).
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  88 Silva Lane, Middletown, RI 02842
   
Item 2(a). Name of Person Filing.
   
  The statement is filed on behalf of Barry Honig and GRQ Consultants, Inc. 401K (“401K” and collectively, the “Reporting Persons”). Barry Honig is the trustee of 401K and in such capacity has voting and dispositive power over the securities held by such entity.
   
Item 2(b). Address of Principal Business Office or, if None, Residence.
   
  215 SE Spanish Trail, Boca Raton, FL 33432
   
Item 2(c). Citizenship.
   
  Barry Honig is a citizen of the United States. 401K is organized in the state of Florida.
   
Item 2(d). Title of Class of Securities.
   
  Common Stock, par value $0.001.
   
Item 2(e). CUSIP Number.
   
  892000308
   
Item 3. Type of Person.
   
  Not applicable.
   
Item 4. Ownership.
   
 

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each of the Reporting Persons hereto, including footnotes, and is incorporated herein by reference for the Reporting Persons. The information set forth in Rows (5) – (11) of the cover page for each of the Reporting Persons hereto is made as of December 31, 2018. 

   
Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

 -4- 

 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
   
  Not applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not applicable.
   
Item 10. Certifications.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 -5- 

 

 

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.

 

  February 7, 2019
  Date
   
  /s/ Barry Honig
  Signature

 

  GRQ CONSULTANTS, INC. 401K
   
  /s/ Barry Honig
  Signature
   
  Barry Honig, Trustee
  Name/Title

 

 -6- 

 

 

 

 

Exhibit 99.1

 

AGREEMENT TO FILE JOINT SCHEDULE 13G

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Towerstream Corp., a Delaware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

 

Dated: February 7, 2019 /s/ Barry Honig
  Barry Honig
   
  GRQ CONSULTANTS, INC. 401K
   
Dated: February 7, 2019 /s/ Barry Honig
  Barry Honig, Trustee