UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2013



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from ____________
to ____________



Commission File Number: 0-21537



|Grandparents.com, Inc.                                
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



|Delaware                                                               |  | 93-1211114                          
|---------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation
        or organization) |  | (I.R.S. Employer Identification No.)



|589 Eighth Avenue, 6th Floor
        New York, New York |  | 10018     
|------------------------------------------------------- |  | ----------
|(Address of principal executive offices)                |  | (Zip Code)



|Registrant’s telephone number, including area code: | (646) 839-8800
|--------------------------------------------------- | --------------



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class: | Name of each exchange on which registered:
|-------------------- | ------------------------------------------
|None                 | None                                      



Securities registered pursuant to Section
12(g) of the Act:



|Common Stock    
|----------------
|(Title of class)



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ̈
No x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ̈
No x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No  ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x
No  ̈



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filer |  ̈                                              |  | Accelerated filer         |  ̈
|----------------------- | ---------------------------------------------- |  | ------------------------- | -
|Non-accelerated filer   |  ̈(Do not check if a smaller reporting company) |  | Smaller reporting company | x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈
No x



The aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold
as of the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the OTC Bulletin
Board, was approximately $6,311,690.



As of March 30, 2014, there were 103,646,804
shares of the registrant’s common stock, $.01 par value per share, outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

None.











EXPLANATORY NOTE



The sole purpose of this Amendment No. 1
on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K for Grandparents.com, Inc. (the “Company”)
for the year ended December 31, 2013, filed with the Securities and Exchange Commission (the “Commission”) on
April 10, 2014 (the “Form 10-K”), is to file a revised redacted version of Exhibit 10.48 included in Part IV,
Item 15 of the Form 10-K in connection with a Confidential Treatment Request filed with that exhibit. Confidential treatment has
been requested from the Commission for certain portions of Exhibit 10.48 under Rule 24b-2.



This Amendment only affects Part IV, Item
15 of the Form 10-K; no other changes have been made. This Amendment speaks as of the original filing date of the Form 10-K, does
not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures
made in the Form 10-K.



In accordance with Rule 12b-15 under the
Securities Act of 1934, as amended, this Amendment also includes as exhibits the new certifications required by Section 302 of
the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does not
contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted.











PART IV

Item 15.  Exhibits, Financial Statement Schedules.



(a)(1) Consolidated Financial Statements—Our consolidated
financial statements are set forth in Part II, Item 8 of the Form 10-K.



(a)(2) Financial statement schedules have
been omitted because they are either not applicable or the required information is included in the financial statements or notes
hereto.



(b) The exhibits listed below are included
with this Report or incorporated herein by reference:



Certain of the exhibits listed below contain
representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the
agreement. These representations and warranties (i) may have been qualified by disclosures that were made to the other parties
in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements, (ii) may
apply standards of materiality that differ from those of a reasonable investor and (iii) may have been made only as of specified
dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations
and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made
or at any other time. Investors should not rely on them as statements of fact.





|                       |  |                                                                                                                  |  |                         |  | Incorporated by Reference | 
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  | ------------------------- | 
|Exhibit
        Number |  | Description                                                                                                      |  | Filed/FurnishedHerewith |  | Form                      | 
|3.1                    |  | Third Amended and Restated Certificate of Incorporation of Grandparents.com, Inc.                                |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|3.2                    |  | Second Amended and Restated Bylaws of Grandparents.com, Inc.                                                     |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.1                   |  | Warrant issued to Grandparents.com LLC                                                                           |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.2                   |  | Advisory Warrant issued to John Thomas Financial, Inc.                                                           |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.3                   |  | Placement Agent Warrant issued to John Thomas Financial, Inc.                                                    |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.4                   |  | Amended and Restated Promissory Note in favor of Steven E. Leber +                                               |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.5                   |  | Amended and Restated Promissory Note in favor of Joseph Bernstein +                                              |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.6                   |  | Amended and Restated Promissory Note in favor of Meadows Capital, LLC +                                          |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.7                   |  | Amended and Restated Promissory Note in favor of Leber-Bernstein Group, LLC +                                    |  |                         |  | 8-K                       | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.8                   |  | Promissory Note in favor of Vanessa de Oliveira                                                                  |  |                         |  | 10-Q                      | 
|                       |  |                                                                                                                  |  |                         |  |                           | 
|10.9                   |  | Joint and Several Guaranty of Payment by Steven Leber and Joseph Bernstein in favor of Vanessa de Oliveira (8) + |  |                         |  | 10-Q                      | 













|10.10 |  | Contribution and Indemnification Agreement by and among the Company, Steven Leber and Joseph Bernstein regarding the Oliveira Note (10) +                          |  |  |  | 10-Q |  | 000-21537 |  | November 21, 2012 |  | 10.5  | 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  | ---- |  | --------- |  | ----------------- |  | ----- | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.11 |  | Promissory Note in favor of Mel Harris                                                                                                                             |  |  |  | 10-Q |  | 000-21537 |  | November 21, 2012 |  | 10.2  | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.12 |  | Amended and Restated Promissory Note in favor of Mel Harris                                                                                                        |  |  |  | 8-K  |  | 000-21537 |  | February 1, 2013  |  | 10.1  | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.13 |  | Second Amended and Restated Promissory in favor of Mel Harris                                                                                                      |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.22 | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.14 |  | Third Amended and Restated Promissory Note in favor of Mel Harris                                                                                                  |  |  |  | 10-Q |  | 000-21537 |  | August 19, 2013   |  | 10.18 | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.15 |  | Fourth Amended and Restated Promissory Note in favor of Mel Harris                                                                                                 |  |  |  | 10-Q |  | 000-21537 |  | November 19, 2013 |  | 10.3  | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.16 |  | Fifth Amended and Restated Promissory Note in favor of Mel Harris                                                                                                  |  |  |  | 10-Q |  | 000-21537 |  | November 19, 2013 |  | 10.4  | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.17 |  | Joint and Several Guaranty of Payment by Steven Leber and Joseph Bernstein in favor of Mel Harris +                                                                |  |  |  | 10-Q |  | 000-21537 |  | November 11, 2012 |  | 10.4  | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.18 |  | Contribution and Indemnification Agreement by and among the Company, Steven Leber and Joseph Bernstein regarding the Harris Note +                                 |  |  |  | 10-Q |  | 000-21537 |  | November 11, 2012 |  | 10.6  | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.19 |  | Form of Note Purchase Agreement                                                                                                                                    |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.27 | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.20 |  | Form of 12% Secured Convertible Promissory Note issued pursuant to Note Purchase Agreement                                                                         |  |  |  | 8-K  |  | 000-21537 |  | December 13, 2012 |  | 4.1   | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.21 |  | Form of Warrant issued pursuant to Note Purchase Agreement                                                                                                         |  |  |  | 8-K  |  | 000-21537 |  | December 13, 2012 |  | 4.2   | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.22 |  | Security Agreement by and between the Company and John Thomas Financial, Inc. pursuant to Note Purchase Agreement                                                  |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.30 | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.23 |  | Limited Guaranty of Payment by Steven Leber, Joseph Bernstein and Dr. Robert Cohen pursuant to Note Purchase Agreement +                                           |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.31 | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.24 |  | Contribution and Indemnification Agreement by and among the Company, Steven Leber, Joseph Bernstein and Dr. Robert Cohen pursuant to Limited Guaranty of Payment + |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.32 | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.25 |  | Form of Warrant issued to Steven Leber, Joseph Bernstein and Dr. Robert Cohen pursuant to the Limited Guaranty of Payment +                                        |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.33 | 
|      |  |                                                                                                                                                                    |  |  |  |      |  |           |  |                   |  |       | 
|10.26 |  | Form of Amended and Restated Note Purchase Agreement                                                                                                               |  |  |  | 8-K  |  | 000-21537 |  | June 6, 2013      |  | 10.1  | 













|10.27 |  | Form of Convertible Promissory Note issued pursuant to Amended and Restated Note Purchase Agreement             |  |  |  | 8-K  |  | 000-21537 |  | June 6, 2013      |  | 10.2  | 
|----- |  | --------------------------------------------------------------------------------------------------------------- |  |  |  | ---- |  | --------- |  | ----------------- |  | ----- | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.28 |  | Form of Amended and Restated Convertible Promissory Note                                                        |  |  |  | 10-Q |  | 000-21537 |  | August 19, 2013   |  | 10.5  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.29 |  | Form of Warrant issued pursuant to Amended and Restated Note Purchase Agreement                                 |  |  |  | 8-K  |  | 000-21537 |  | June 6, 2013      |  | 10.3  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.30 |  | Form of February 2013 Promissory Note +                                                                         |  |  |  | 8-K  |  | 000-21537 |  | February 28, 2013 |  | 10.1  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.31 |  | Form of Amendment to February 2013 Promissory Notes +                                                           |  |  |  | 10-K |  | 000-21537 |  | April 10, 2014    |  | 10.31 | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.32 |  | Form of June 2013 Demand Promissory Note +                                                                      |  |  |  | 8-K  |  | 000-21537 |  | June 18, 2013     |  | 10.1  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.33 |  | Form of January 2014 Demand Promissory Note +                                                                   |  |  |  | 10-K |  | 000-21537 |  | April 10, 2014    |  | 10.33 | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.34 |  | Form of First April 2013 Securities Purchase Agreement                                                          |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.38 | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.35 |  | Form of Warrant issued pursuant to First April 2013 Securities Purchase Agreement                               |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.39 | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.36 |  | Form of Second April 2013 Securities Purchase Agreement                                                         |  |  |  | 8-K  |  | 000-21537 |  | April 26, 2013    |  | 10.1  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.37 |  | Form of Warrant issued pursuant to Second April 2013 Securities Purchase Agreement                              |  |  |  | 8-K  |  | 000-21537 |  | April 26, 2013    |  | 10.2  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.38 |  | Form of June 2013 Securities Purchase Agreement                                                                 |  |  |  | 10-Q |  | 000-21537 |  | August 19, 2013   |  | 10.14 | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.39 |  | Form of July 2013 Securities Purchase Agreement                                                                 |  |  |  | 10-Q |  | 000-21537 |  | August 19, 2013   |  | 10.15 | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.40 |  | Form of Warrant issued pursuant to June 2013 and July 2013 Securities Purchase Agreements                       |  |  |  | 10-Q |  | 000-21537 |  | August 19, 2013   |  | 10.16 | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.41 |  | Form of October 2013 and November 2013 Securities Purchase Agreement                                            |  |  |  | 10-Q |  | 000-21537 |  | November 19, 2013 |  | 10.1  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.42 |  | Form of Warrant issued pursuant to October 2013 and November 2013 Securities Purchase Agreements                |  |  |  | 10-Q |  | 000-21537 |  | November 19, 2013 |  | 10.2  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.43 |  | Marketing and Distribution Agreement by and between Grandparents Health Plans, LLC and Humana MarketPoint, Inc. |  |  |  | 10-Q |  | 000-21537 |  | August 14, 2012   |  | 10.1  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.44 |  | Strategic Alliance Agreement with Starr Indemnity & Liability Company                                           |  |  |  | 8-K  |  | 000-21537 |  | January 10, 2013  |  | 10.1  | 
|      |  |                                                                                                                 |  |  |  |      |  |           |  |                   |  |       | 
|10.45 |  | First Amendment to Strategic Alliance Agreement with Starr Indemnity & Liability Company                        |  |  |  | 10-K |  | 000-21537 |  | April 16, 2013    |  | 10.35 | 















|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|----- |  | -------------------------------------------------------------------------------------------------------------------------- |  | - |  | ---- |  | ---------- |  | ----------------- |  | ----- | 
|10.46 |  | Alliance Agreement with Cegedim Inc.                                                                                       |  |   |  | 10-K |  | 000-21537  |  | April 16, 2013    |  | 10.37 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.47 |  | Program Agreement by and between Grandparents.com, Inc. and Aetna Life Insurance Company (1)                               |  |   |  | 10-Q |  | 000-21537  |  | November 19, 2013 |  | 10.5  | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.48 |  | Third Party Agreement by and among Grandparents.com, Inc., Aetna Life Insurance Company and Reader’s Digest (1)            |  | * |  |      |  |            |  |                   |  |       | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.49 |  | Employment Agreement dated as of February 23, 2012 by and between Grandparents.com, Inc. and Steven E. Leber +             |  |   |  | 8-K  |  | 000-21537  |  | February 27, 2012 |  | 10.5  | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.50 |  | Employment Agreement dated as of February 23, 2012 by and between Grandparents.com, Inc. and Joseph Bernstein +            |  |   |  | 8-K  |  | 000-21537  |  | February 27, 2012 |  | 10.6  | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.51 |  | Employment Agreement dated as of February 23, 2012 by and between Grandparents.com, Inc. and Matthew Schwartz +            |  |   |  | 8-K  |  | 000-21537  |  | February 27, 2012 |  | 10.8  | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.52 |  | Amendment to Employment Agreement dated
as of March 1, 2014 by and between
 Grandparents.com, Inc. and Matthew 
Schwartz + |  |   |  | 10-K |  | 000-21537  |  | April 10, 2014    |  | 10.52 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.53 |  | Warrant issued to Matthew Schwartz dated March 15, 2014 +                                                                  |  |   |  | 10-K |  | 000-21537  |  | April 10, 2014    |  | 10.53 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.54 |  | Employment Agreement dated as of April 3, 2012 by and between Grandparents.com, Inc. and Ellen Breslau +                   |  |   |  | S-1  |  | 333-182326 |  | June 25, 2012     |  | 10.17 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.55 |  | Employment Agreement dated as of December 9, 2013 by and between Grandparents.com, Inc. and Lee Lazarus +                  |  |   |  | 10-K |  | 000-21537  |  | April 10, 2014    |  | 10.55 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.56 |  | Non-Qualified Stock Option Agreement dated as of December 9, 2013 by and between Grandparents.com, Inc. and Lee Lazarus +  |  |   |  | 10-K |  | 000-21537  |  | April 10, 2014    |  | 10.56 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.57 |  | Amended and Restated 2012 Stock Incentive Plan +                                                                           |  |   |  | 10-K |  | 000-21537  |  | April 10, 2014    |  | 10.57 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.58 |  | Form of Non-Qualified Stock Option Grant Letter +                                                                          |  |   |  | 8-K  |  | 000-21537  |  | February 27, 2012 |  | 10.14 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.59 |  | Form of Incentive Stock Option Grant Letter +                                                                              |  |   |  | 10-K |  | 000-21537  |  | April 10, 2014    |  | 10.59 | 
|      |  |                                                                                                                            |  |   |  |      |  |            |  |                   |  |       | 
|10.60 |  | Form of Warrant issued to Certain Officers and Directors +                                                                 |  |   |  | 10-Q |  | 000-21537  |  | August 19, 2013   |  | 10.17 | 













|10.61   |  | Mahl Resignation and Release Agreement                                                                                                                                      |  |    |  | 8-K  |  | 000-21537 |  | June 13, 2013      |  | 10.1 | 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | ---- |  | --------- |  | ------------------ |  | ---- | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|10.62   |  | Mahl Consulting Agreement                                                                                                                                                   |  |    |  | 8-K  |  | 000-21537 |  | June 13, 2013      |  | 10.2 | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|14.1    |  | Code of Ethics                                                                                                                                                              |  |    |  | 10-K |  | 000-21537 |  | September 27, 2011 |  | 14.1 | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|21.1    |  | Subsidiaries                                                                                                                                                                |  |    |  | 10-K |  | 000-21537 |  | April 10, 2014     |  | 21.1 | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|23.1    |  | Consent of Daszkal Bolton LLP                                                                                                                                               |  |    |  | 10-K |  | 000-21537 |  | April 10, 2014     |  | 23.1 | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|31.1    |  | Certification of Co-Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                   |  | *  |  |      |  |           |  |                    |  |      | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|31.2    |  | Certification of Co-Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                    |  | *  |  |      |  |           |  |                    |  |      | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|32.1    |  | Certification of Co-Principal Executive Officers and Principal Financial and Accounting Officer of the Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |    |  | 10-K |  | 000-21537 |  | April 10, 2014     |  | 32.1 | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|101.INS |  | XBRL Instance Document                                                                                                                                                      |  | ** |  |      |  |           |  |                    |  |      | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|101.SCH |  | XBRL Taxonomy Schema                                                                                                                                                        |  | ** |  |      |  |           |  |                    |  |      | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|101.CAL |  | XBRL Taxonomy Calculation Linkbase                                                                                                                                          |  | ** |  |      |  |           |  |                    |  |      | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|101.DEF |  | XBRL Taxonomy Definition Linkbase                                                                                                                                           |  | ** |  |      |  |           |  |                    |  |      | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|101.LAB |  | XBRL Taxonomy Label Linkbase                                                                                                                                                |  | ** |  |      |  |           |  |                    |  |      | 
|        |  |                                                                                                                                                                             |  |    |  |      |  |           |  |                    |  |      | 
|101.PRE |  | XBRL Taxonomy Presentation Linkbase                                                                                                                                         |  | ** |  |      |  |           |  |                    |  |      | 












| | (1) | Portions of this exhibit containing confidential information have been omitted pursuant to a request for confidential treatment
filed with the SEC pursuant to Rule 24b-2 under the Exchange Act. Confidential information has been omitted from the exhibit in
places marked “[***]”and has been filed separately with the SEC.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

+ Denotes a management contract or compensatory
plan or arrangement

* Filed herewith.

** Previously furnished with the Grandparents.com,
Inc. Annual Report on Form 10-K filed April 10, 2014 (file no. 000-21537).











SIGNATURES

Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized:



|                         | GRANDPARENTS.COM, INC.           
|------------------------ | ---------------------------------
|                         |                                  
|Dated: September 9, 2014 | /s/ Steven E. Leber              
|                         | Steven E. Leber                  
|                         | Chairman, Chief Executive Officer



Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated



|Name                 |  | Title                                                                   |  | Date             
|-------------------- |  | ----------------------------------------------------------------------- |  | -----------------
|                     |  |                                                                         |  |                  
|/s/ Steven E. Leber  |  | Chairman, Chief Executive Officer
        (Principal Executive Officer) |  | September 9, 2014
|Steven E. Leber      |  |                                                                         |  |                  
|                     |  |                                                                         |  |                  
|/s/ Mel Harris       |  | Director                                                                |  | September 9, 2014
|Mel Harris           |  |                                                                         |  |                  
|                     |  |                                                                         |  |                  
|/s/ Lee Lazarus      |  | Director, Chief Operating Officer                                       |  | September 9, 2014
|Lee Lazarus          |  |                                                                         |  |                  
|                     |  |                                                                         |  |                  
|/s/ Dr. Robert Cohen |  | Director                                                                |  | September 9, 2014
|Dr. Robert Cohen     |  |                                                                         |  |                  
|                     |  |                                                                         |  |                  
|/s/ Louis P. Karol   |  | Director                                                                |  | September 9, 2014
|Louis P. Karol       |  |                                                                         |  |