Item
8.01 Other Events.
Suspension
of Trading
On
March 20, 2017, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the
securities of Ubiquity, Inc., a Nevada corporation (the “Company or “Ubiquity”) (OTC Link: UBIQ), pursuant to
Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”). The trading suspension commenced at 9:30 a.m.
EDT on March 20, 2017, and terminates at 11:59 p.m. EDT on March 31, 2017. The trading suspension may be extended by the SEC for
a period of up to thirty (30) calendar days.
The
SEC stated the following in its release (Release No. 80275)
The
Commission temporarily suspended trading in the securities of Ubiquity due to a lack of current and accurate information about
the company because Ubiquity is delinquent in its requisite periodic filings with the Commission pursuant to Section 13(a) of
the Exchange Act and Rules 13a-1 and 13a-13 thereunder. This order was entered pursuant to Section 12(k) of the Exchange Act.
Periodic
Reports that Have Not Been Filed
Ubiquity
has not filed its Annual Report on Form 10K as of, and for the annual periods ending December 31, 2015 and December 31, 2016,
respectively; or any of the quarterly reports on Form 10Q required under the Exchange Act for 2016. The Company has not been able
to obtain the requisite financial information from a non-U.S entity that the Company consolidated in order to prepare financial
statements and other disclosures that are required to be included in these Exchange Act reports. As a result of this significant
issue, the Company could not have confidence that such disclosures would be true and correct in all material respects, despite
the Company’s diligent efforts to obtain such information from its non-U.S. entity.
Administrative
Hearing that May Result in Revocation of Registration Under the Exchange Act
Additionally,
on March 20, 2017, Ubiquity was named as a respondent in an Order Instituting Administrative Proceedings and Notice of Hearing
Pursuant to Section 12(j) of the Exchange Act, File No. 3-17884 (the “Order”). The SEC stated in the Order,
In
view of the allegations made by the Division of Enforcement, the Commission deems it necessary and appropriate for the protection
of investors that public administrative proceedings be instituted to determine [among other things]: … B. Whether it is
necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months, or revoke the registration,
of each class of securities registered pursuant to Section 12 of the Exchange Act of the Respondent, and any successor under Exchange
Act Rules 12b-2 or 12g-3, regardless of corporate name.
A
related Administrative Procedures Ruling was issued on March 21 and provides that the administrative hearing will be held on April
17, 2017. A pre-hearing conference will be scheduled as required under this Administrative Procedures Ruling.
If
Ubiquity’s registration under Section 12(j) of the Exchange Act is revoked, then Ubiquity’s periodic reporting obligations
under the Exchange Act will terminate and the trading of Ubiquity’s securities will cease unless Ubiquity is able to otherwise
register its securities.
The Company is assessing its best
course of action under the current circumstances to preserve the value of the Company for its shareholders, including participation
in the administrative hearing. There can be no assurance that Company will be able to prevail at the administrative hearing or
that the registration of each class of its securities registered pursuant to Section 12 of the Exchange Act will not be revoked.
Appointment
of New Transfer Agent
In
March 2017, the Company terminated V Stock Transfer Company as its transfer agent and appointed Transfer Online as its transfer
agent. Transfer Online provides free online access for stockholders to retrieve account information, share balance and history
of transactions. Transfer Online provides the following information to stockholders:
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view
& edit shareholder account information,
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view
stock holdings,
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view
& process proxy votes, and
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the
ability to download commonly used forms.
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Ubiquity
has been informed by Transfer Online that it will distribute a stockholder information packet with instructions on how to create
an online account. Each Company stockholder will then be sent an e-mail assigning a password. Stockholders may contact Transfer
Online at info@transferonline.com or by calling the Transfer Online help center at 503.227.2950, and asking for the Company’s
dedicated account executive, Carolyn Hall.