Replies to post #9926 on KeyOn Communications Holdings, Inc. (fka KEYO)

[lesnshawn]

Popt: You are still confused between the difference between filing to terminate a company's REGISTRATION w/ the SEC vs. a company terminating its securities (shares).

When KEYO filed to terminate all the common shares in 2011

That is completely wrong. They never touched their common shares in 2011.

I can set you straight if you take the time and effort to read and comprehend the following which explains it all correctly. Afterwards, hopefully you won't be confused anymore on the subject and see why KEYO is still in play.

First off, a company's securities (or shares), are representative slices of the company. They can only be terminated, or cease to exist AFTER a company's corporate status or charter w/ its registered state is cancelled or permanently revoked. And, as we all know by now, KEYO's status w/ DE is "Dissolved", not "Cancelled". So, therefore, the KEYO, the company, still exists as well as and it's securities, or shares of the company. That is why the CUSIP was merely suspended and the shares, or company's stock symbol (KEYO) still shows in my brokerage account.

Do you even know why a company first registers their securities w/ the SEC?

https://www.sec.gov/about/laws.shtml#secexact1934

From the SEC themselves, it's merely to accomplish the goals of:

1) requiring that investors receive financial and other significant information concerning securities being offered for public sale; and
2) prohibiting deceit, misrepresentations, and other fraud in the sale of securities

Specifically, regarding securities, what does that 1934 Act do?

The Act also empowers the SEC to require periodic reporting of information by companies with publicly traded securities.

Regarding securities...THAT'S IT.

See, Popt, it is only the COMPANY ITSELF that registers w/ the SEC, not its securities (or shares) as you are trying to argue is the case.

Now...Do you know what the threshold is for a company to first be required to register w/ the SEC?

Corporate Reporting

Companies with more than $10 million in assets whose securities are held by more than 500 owners must file annual and other periodic reports. These reports are available to the public through the SEC's EDGAR database.

Conversely...Do you know what the threshold is for a company to suspend its duty to file reports?

240.12h-317 CFR 240.12h-3 - Suspension of duty to file reports under section 15(d).

(b) The classes of securities eligible for the suspension provided in paragraph (a) of this section are:
(1) Any class of securites, other than any class of asset-backed securities, held of record by:
(i) Less than 300 persons;

So, if a company no longer is required to report due to them falling under the 300 shareholder threshold (as KEYO indicated), they file a Form 15 to SUSPEND (only) their duty to file reports. They can only suspend the duty to file reports AFTER they have DE-REGISTERED their shares w/ the SEC. Or, in other words, TERMINATED their registration w/ the SEC.
Luckily for them and every other company that wants to "go dark", the SEC made it easy for them and put both the de-registration/termination of their company w/ the SEC and suspension of their duty to file all on the same form! :-)

So, either way you say it - terminate registration or de-register w/ the SEC - it's the same the meaning w/ the same result.

The result: They no longer have to report.

THAT IS IT.

Going back to the top so it's understood...
1) A company registers w/ the SEC for it be legally required to report financial and other significant information concerning securities being offered for public sale.
2) The only reason a publicly traded company is first required to register w/ the SEC is because it crosses a certain shareholder and asset size.
3) Once a publicly traded company registers w/ the SEC it is then from that point forward required to file periodic financial reports for shareholders.
4) A company can cease to file periodic financial reports if it crosses certain shareholder and or asset number thresholds.
5) A company can only suspend its duty to file periodic financial reports AFTER the company terminates its registration (de-registers) w/ the SEC.
6) A Form 15 contains both the termination of registration w/ the SEC and suspension of duty to file w/ the SEC all on the same form.
7) Filing a Form 15 and terminating a company's registration w/ the SEC in no way terminates its corporate existence or charter w/ its state of incorporation nor terminates its underlying securities (shares).
9) A company's stock trades on the Pinks for one reason only: an MM sponsors it to trade
10) KEYO's O/S was completely bought up by late July, 2015. No more float.
11) KEYO w/ no more shares had no more MM's sponsoring it hence the only reason it doesn't trade today.
12) KEYO's CUSIP was merely suspended afterwards.
13) KEYO's status w/ the DE SOS is "Dissolved", hence KEYO, the company still exists.
14) Hence, KEYO is currently a NON-TRADING, NON-REPORTING SHELL
14) Hence...KEYO (undeniably) STILL IN PLAY!

lns

[lesnshawn]

Popt: Or, were you just still-trying-to-be funny. ;-) lns_eom