Edgar Filing: Orbital Tracking Corp.

honigdarion13g_orbitalfeb16.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

ORBITAL TRACKING CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $.0001 PER SHARE

(Title of Class of Securities)

68558X100

(CUSIP Number)

Alan Honig

1501 Broadway St.

#1313

New York, NY 10036

Copy to:

Harvey Kesner, Esq.

61 Broadway, 32nd Floor

New York, NY 10006

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 23, 2015

(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)

CUSIP No. 68558X100

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alan 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 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 1,461,120 (1)
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 1,461,120 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,461,120 (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 9.36% (Based on 15,598,172 shares of common stock outstanding as of December 23, 2015).
12	TYPE OF REPORTING PERSON* IN

(1)	Includes 1,461,120 shares of common stock held by The Joe and Helen Darion Foundation, Inc., of which Mr. Honig is the Trustee and over whose securities he holds voting and dispositive power.

CUSIP No. 68558X100

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Joe and Helen Darion Foundation, Inc.
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	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 1,461,120 (1)
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 1,461,120 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,461,120
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.36% (Based on 15,598,172 shares of common stock outstanding as of December 23, 2015).
12	TYPE OF REPORTING PERSON* CO

Item 1(a). Name of Issuer:

Orbital Tracking Corporation

Item 1(b). Address of Issuer's Principal Executive Offices:

18851 NE 29th Avenue, Suite 700

Aventura, FL 33180

Item 2(a). Name of Person Filing.

The statement is filed on behalf of Alan Honig and The Joe and Helen Darion Foundation, Inc. (together, the “Reporting Persons”).

Item 2(b). Address of Principal Business Office or, if None, Residence.

1501 Broadway St., #1313

New York, NY 10036

Item 2(c). Citizenship.

United States/Florida

Item 2(d). Title of Class of Securities.

Common Stock, par value $0.0001 per share.

Item 2(e). CUSIP Number.

68558X100

Item 3. Type of Person

IN, CO

Item 4. Ownership.

(a) Amount beneficially owned:

(b) Percent of class: 9.36% (Based on 15,598,172 shares of common stock outstanding as of December 23, 2015).

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: Mr. Honig has shared power to vote or direct the vote of 1,461,120 shares of common stock held by The Joe and Helen Darion Foundation, Inc., of which Mr. Honig is the Trustee and over whose securities he holds voting and dispositive power.

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: Mr. Honig has shared power to vote or direct the vote of 1,461,120 shares of common stock held by The Joe and Helen Darion Foundation, Inc., of which Mr. Honig is the Trustee and over whose securities he holds voting and dispositive power.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

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.

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.



Date: February 22, 2016		/s/ Alan Honig
		Alan Honig



Date: February 22, 2016		/s/ Alan Honig
		The Joe and Helen Darion Foundation, Inc. By: Alan Honig, Trustee