KeyOn Communications Holdings, Inc. (fka KEYO)

[lesnshawn]

#1 reason for KEYO/NantWorks RTM...TAXES!!!...

The KEY to understanding KEYO and it's sub, KeyOn Communications, Inc.(NV), and why it is the MOST ideal way for Dr.SS to take NantWorks, LLC public is to understand the enormous tax savings Dr.SS can realize by doing it this way.

The #1 fastest way to profitability is to avoid paying unnecessary taxes whenever possible.

Tax-Free Deal Structures

Section 368 of the Internal Revenue Code recognizes three types of corporate acquisition structures that qualify as tax-free (or tax-deferred) reorganizations:

Type "A" Reorganization (stock-for-assets acquisition)
Statutory merger or consolidation
Forward triangular merger
Reverse triangular merger
Type "B" Reorganization (stock-for-stock acquisition)
Type "C" Reorganization (stock-for-assets acquisition)

------------------------------------------------------------------

Reverse Triangular Merger ("A" Reorganization)

In a reverse triangular merger, a subsidiary of the acquirer(Keyon Communications, Inc.(NV)) is merged into the target(Nant___, LLC), leaving the target(NantWorks, LLC) as the surviving entity and a subsidiary of the acquirer(KeyOn Communications HOLDINGS, Inc.(KEYO)) and eliminating any minority shareholders in the target(Nant___, LLC). This structure allows the acquirer(KeyOn Communications HOLDINGS, Inc.(KEYO)) to shield itself from the target's(Nant___, LLC) liabilities, as in the forward triangular merger, but with the added benefit that non-transferrable assets and contracts are not lost. For this reason, the reverse triangular merger is a commonly used structure. However, at least 80% of the consideration must be paid in voting common or preferred stock of the acquirer(KeyOn Communications HOLDINGS, Inc.(KEYO)), eliminating some flexibility in the type of equity consideration paid relative to the forward triangular merger. Other characteristics of this structure are similar to those found in forward triangular mergers, including the "substantially all" and shareholder approval requirements.

------------------------------------------------------------------

Dr.SS owns it all. This is an unusual situation. He holds all the cards. He has all the keys. He owns the whole castle.

He bought 80% of the company/stock we are trading, KEYO (KeyOn Communications Holdings, Inc. DE). He'll essentially trade his 80% of NantWorks, LLC stock for 80% of KEYO's stock and he's whole, but publicly traded and KEYO's stock will reflect the value of Nant___, LLC.

------------------------------------------------------------------

#2 reason for KEYO/Nant___,LLC RTM...AVOID RE-ORGANZING TO A CORPORATION!!!...

The ABSOLUTE EASIEST way for an LLC to go public is via a REVERSE (TRIANGULAR) MERGER!

PERIOD. END OF STORY.

lns

p.s. - yes, opinions differ here (KEYO or not, Nant___ going public via IPO or R(t)M), the KEY difference is whether or not those opinions are based on solid DD or flimsy, unverifiable hearsay from strangers.

You make the decision.

p.s.s. - What I want to hear are the real alternatives for Dr.SS to take Nant___ public and what are those advantages and/or disadvantages. Don't forget, he's trying to take an LLC public, the game changes and the rules are VERY different.

C'mon naysayers, give us of your DD in this area, not unverifiable hearsay from strangers.