UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

KEYON COMMUNICATIONS HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

493312201

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o Rule 13d-1(b)

	o Rule 13d-1(c)

	x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

(212) 659-4974

CUSIP No. 493312201

1. Names of Reporting Persons.

Jerome Snyder

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

3. SEC Use Only

4. Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5. Sole Voting Power

2,096,365¹

6. Shared Voting Power

7. Sole Dispositive Power

2,096,365¹

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

2,096,365¹

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11. Percent of Class Represented by Amount in Row (9)

8.7%

12. Type of Reporting Person (See Instructions)

_________________________

¹ Includes (i) options to purchase 96,072 shares of the Issuer’s common stock that are exercisable within 60 days of this Schedule 13G and (ii) warrants to purchase 446,875 shares of the Issuer’s common stock that are exercisable within 60 days of the date of this Schedule 13G.

Item 1.

	(a)	Name of Issuer

		KeyOn Communications Holdings, Inc.

	(b)	Address of Issuer’s Principal Executive Offices

		11742 Stonegate Circle, Omaha, Nebraska 68164

Item 2.

	(a)	Name of Person Filing

		Jerome Snyder

	(b)	Address of Principal Business Office or, if none, Residence

		8628 Scarsdale Drive, Las Vegas, Nevada 89117

	(c)	Citizenship

		See Item 4 on the cover page(s) hereto.

	(d)	Title of Class of Securities

		Common Stock

	(e)	CUSIP Number

		493312201

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)	o	A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	o	A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	o	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	o	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	o	A group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

	(a)	Amount beneficially owned: See Item 9 on the cover page(s) hereto.

	(b)	Percent of class: See Item 11 on the cover page(s) hereto.

	(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

	(ii)	Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

	(iii)	Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

	(iv)	Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Item 5.	Ownership of 5% or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.	Ownership of More than 5 Percent on Behalf of Another Person

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

Item 10.	Certifications

	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Jerome Snyder

	By:	/s/ Jerome Snyder
	Name:	Jerome Snyder
	Date:	February 14, 2011