EVOQ Properties Inc.(fka EVOQ)

[drsandcrs]

Form 15 was filed to ......

suspend MMPI's duty to file reports with the SEC .....

here's a link to the Form 15 as filed by MMPI on 1/19/2010

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001193125%2D10%2D010599%2Etxt&FilePath=%5C2010%5C01%5C22%5C&CoName=MERUELO+MADDUX+PROPERTIES%2C+INC%2E&FormType=15%2D12B&RcvdDate=1%2F22%2F2010&pdf=

General Rules and Regulations promulgated under the Securities Exchange Act of 1934

Rule 12g-4 -- Certifications of Termination of Registration Under Section 12(g)
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•Termination of registration of a class of securities under section 12(g) of the Act shall take effect 90 days, or such shorter period as the Commission may determine, after the issuer certifies to the Commission on Form 15 (17 CFR 249.323) that the class of securities is held of record by:

•Less than 300 persons; or

•Less than 500 persons, where the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's most recent three fiscal years.

•The issuer's duty to file any reports required under section 13(a) shall be suspended immediately upon filing a certification on Form 15; Provided, however, That if the certification on Form 15 is subsequently withdrawn or denied, the issuer shall, within 60 days after the date of such withdrawal or denial, file with the Commission all reports which would have been required had the certification on Form 15 not been filed. If the suspension resulted from the issuer's merger into, or consolidation with, another issuer or issuers, the certification shall be filed by the successor issuer.


Rule 15d-6 -- Suspension of Duty to File Reports
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If the duty of an issuer to file reports pursuant to section 15(d) of the Act as to any fiscal year is suspended as provided in section 15(d) of the Act, such issuer shall, within 30 days after the beginning of the first fiscal year, file a notice on Form 15 informing the Commission of such suspension unless Form 15 has already been filed pursuant to Rule 12h-3. If the suspension resulted from the issuer's merger into, or consolidation with, another issuer or issuers, the notice shall be filed by the successor issuer.
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Here's the Duty to File as explained by wiki ....

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While the '33 Act recognizes that timely information about the issuer is vital to effective pricing of securities, the '33 Act's disclosure requirement (the registration statement and prospectus) is a one-time affair. The '34 Act extends this requirement to securities traded in the secondary market. Provided that the company has more than a certain number of shareholders and has a certain amount of assets (500 shareholders, above $10 million in assets, per Act sections 12, 13, and 15), the '34 Act requires that issuers regularly file company information with the SEC on certain forms (the annual 10-K filing and the quarterly 10-Q filing). The filed reports are available to the public via EDGAR. If something material happens with the company (change of CEO, change of auditing firm, destruction of a significant number of company assets), the SEC requires that the company soon issue an 8-K filing that reflects these changed conditions (see Regulation FD). With these regularly required filings, buyers are better able to assess the worth of the company, and buy and sell the stock according to that information.

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The Rights Offering in the 1st POR would have required a new registration with the SEC ($$$) and so Meruelo is using it as justification (subterfuge) for a Private Placement where he gets to "select" the eligible investors

It's Meruelo's game of poker and he's dealing from the bottom of the deck .....