UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November 10, 2011

KeyOn Communications Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33842		74-3130469
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7548 West Sahara Avenue #102 Las Vegas, NV		89117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 403-1246

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 10, 2011, Jonathan Snyder resigned (i) from the board of directors of KeyOn Communications Holdings, Inc. (the “Company”) and (ii) as the Company’s chief executive officer, president, interim chief financial officer and treasurer, in each case effective immediately.

A. Robert Handell, the Company’s chief operating officer, will serve as the Company’s principal executive officer and principal financial and accounting officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KEYON COMMUNICATIONS HOLDINGS, INC.

Dated: November 17, 2011	By:	/s/ A. Robert Handell
		Name: A. Robert Handell
		Title: Chief Operating Officer

KeyOn Communications Holdings Inc. 8-K