Sec Form 4 Filing - COVELY FRED @ GREY CLOAK TECH INC. - 2017-10-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person COVELY FRED 2. Issuer Name and Ticker or Trading Symbol GREY CLOAK TECH INC. [ GRCK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 10300 W CHARLESTON BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2017 (Street) LAS VEGAS, NV89135 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Covertible Preferred Stock ( 1 ) $ 0 10/17/2017 A 41,403 10/17/2017 ( 3 ) Common Stock 6,555,322 $ 0 41,403 D Convertible Promissory Note ( 2 ) ( 2 ) 10/17/2017 P 10/17/2017 10/17/2018 Common Stock 4,285,715 $ 30,000 $ 30,000 D Warrrants $ 0.25 10/17/2017 P 1,200,000 10/17/2017 10/17/2020 Common Stock 1,200,000 $ 0 1,200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COVELY FRED 10300 W CHARLESTON BLVD. LAS VEGAS, NV89135 X X CEO Signatures /s/ Fred Covely 10/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Series A Convertible Preferred Stock is convertible into the number of shares equal to 0.00006% of the Company's outstanding common stock immediately after conversion. As of October 20, 2017, the reporting person's Series A Convertible Preferred Stock was convertible into 6,555,322 shares of common stock. ( 2 )The Note has a $30,000 principal amount, bears interest at a rate of five percent per annum, and is convertible into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing trading price for the Company's common stock during the three trading day period ending on the last trading day prior to the conversion date. As of October 20, 2017, that three day average was $0.014 per share, and the conversion price (50%) was $0.007 per share, for a total of 4,285,715 shares of common stock. ( 3 )Security does not expire.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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