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Re: AMA post# 71613

Tuesday, 08/18/2009 12:25:00 AM

Tuesday, August 18, 2009 12:25:00 AM

Post# of 127409
Deregistration under Section 12(g) and Suspension of Reporting Obligations under Section 15(d)



The classes of securities eligible for the suspension provided in paragraph (a) of this section are:

Any class of securites held of record by:

•Less than 300 persons; or

•By less then 500 persons, where the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's three most recent fiscal years; and

•Any class or securities deregistered pursuant to Section 12(d) of the Act if such class would not thereupon be deemed registered under Section 12(g) of the Act or the rules thereunder.

The term total assets shall mean the total assets as shown on the issuer's balance sheet or the balance sheet of the issuer and its subsidiaries consolidated, whichever is larger, as required to be filed on the form prescribed for registration under this section.

Note that Section 15(d) obligations can never be terminated in this manner, they can only be suspended. After “going dark,” an issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15.

For example, brokers and other institutions holding shares in street name can elect to cease holding the shares in that capacity, and cause the transfer agent to record the shares directly in the name of the persons for whom they hold the securities. In such a case, each beneficial owner will become a record holder, and the stockholder count may exceed the limits.

To avoid having to reregister, companies which have “gone dark” should carefully monitor the number of record holders they have during the year, and take steps (such as a reverse stock split or stock repurchase or tender) to ensure that they continue to have less than 300 record holders before the applicable test dates under Sections 12(g) and 15(d).

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Syndication, Inc. - FORM 15 – 8/18/2008

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12h-3(b)(1)(i)

Approximate number of holders of record as of the certification or notice date: 50

http://sec.gov/Archives/edgar/data/1107604/000114420408048053/v124059_15-12g.htm



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