Validian Corp (fka VLDI)

[The Penny Preacher]

The first thing I have to say is that it is about time that someone here found that document. We have been discussing it on the PF since 2/22.

If you will take a minute to actually READ the header on that form you will see that it is used for a specific purpose.

It is used as a "notice of termination of registration under section 12(g) of the Securities Exchange Act of 1934. We were not able to find much on that purpose that could apply to VLDI. Everything we found SEEMED to suggest that one purpose of the form is to eliminate a whole classification of stock, i.e., a class of preferred stock, or possibly even all Common Stock. Of course, it would be terrible if Bruce used the form to somehow cancel all of VLDI's existing float of Common Stock.

BUT it is more specifically used to justify SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

This PDF document has the best information I was able to find on the subject...

Frequently Asked Questions about Suspending/Terminating Reporting Obligations
[url]https://media2.mofo.com/documents/faq-suspending-reporting-obligations.pdf
[/url][tag]https://media2.mofo.com/documents/faq-suspending-reporting-obligations.pdf[/tag]

The document seems to be saying that the act of "terminating the registration of a class of securities" is the first step required by a reporting company to suspend or terminate its obligations to file periodic SEC reports.

It DOES NOT seem to have anything to do with somehow nullifying our common stock.

It appears that this was Bruce's filing that resulted in VLDI going "gray."

I asked several sources to call Bruce Benn for his explanation. And one source is checking with an SEC attorney to see what he makes of it.

I called Bruce myself, but he did not answer. And of course, I left my usual warm fuzzy voicemail expressing my undying full support and adoration for the wonderful way he has treated his shareholders over the years. <sarcasm>

For further research, I suggest that you start with Rule 12g-4(a)(1)

and

Rule 15d-6.

TPP