sc13ga_72038.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*

interCLICK, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

458483203
(CUSIP Number)

December 31, 2009
 (Date of Event which Requires Filing of this Statement)

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

o
 Rule 13d-1(b)
o
 Rule 13d-1(c)
þ
 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 the disclosures provided in a prior cover page.
 
The information required in 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. 458483203
13G
Page 2  of 4 Pages


1
 
 
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Honig
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
  o  
 
(b)
  o  
   
3
 
 
SEC USE ONLY
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
 
                              
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
SOLE VOTING POWER
 
1,363,268  (1)
6
SHARED VOTING POWER
 
 
7
SOLE DISPOSITIVE POWER
 
1,363,268  (1)
8
SHARED DISPOSITIVE POWER
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,268
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
     o  
       
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8 %
 
12
 
 
TYPE OF REPORTING PERSON*
In - Individual
 

(1)  
Includes (i) 130,528 shares of common stock and 12,500 warrants to purchase common stock owned by GRQ Consultants, Inc. 401(K) and (ii) 25,000 options to purchase common stock owned by Mr. Honig.

 
 
 
CUSIP No. 458483203
13G
Page 3  of 4 Pages
 
ITEM 1.

(a)
Name of Issuer: interCLICK, Inc.
(b)
Address of Issuer’s Principal Executive Offices: 257 Park Avenue South, Ste. 600, New York, New York 10010

ITEM 2.

(a)
Name of Person Filing: Barry Honig
(b)
Address of Principal Business Office:  595 S. Federal Highway, #600, Boca Raton, Florida  33432
(c)
Citizenship: United States of America
(d)
Title of Class of Securities: Common Stock
(e)
CUSIP Number: 458483203

TEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§240.13d-1(b) or 240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable.

ITEM 4.
OWNERSHIP.

See Item 5 through 9 and 11 of cover page.
 
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 SECURITY REPORTED ON BY THE PARENT HOLDING COMPANY.

Not Applicable.

ITEM 8.
IDENTIFICATION AND CLASSIFICATION  OF MEMEBERS 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 have that purpose or effect.

 
 
 
CUSIP No. 458483203
13G
Page 4 of 4 Pages

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 16, 2010

     
     
/s/ Barry Honig
     
Barry Honig