Copper King Mining Corporation fka CPRKQ

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Transfer Agent and Registrar Records
The basic function of the transfer agent is to maintain accurate records of shareholders and of creditors holding registered debt securities. The registrar must maintain accurate records of the number of shares authorized and outstanding, and the amount of debt actually owed and represented by debt securities. The SEC's rules seek to ensure the accuracy of securityholder records and require that there be an accurate posting to keep the records current. The minimum records that must be kept are the "master securityholder file," representing the stockholder ledger on which the transfer agent records the "certificate detail" for each security and the "control book," kept by the registrar, which shows the total number of shares authorized and outstanding on the principal dollar amount of debt authorized and issued. Should an overissue of equity securities occur, the issue will be absolutely void and cannot be validated. The remedy of a holder of an overissued security against the issuer is limited to compelling the purchase of an identical security in the open market, or to demand the payment of damages. The holder of an overissued security may also claim that the transfer agent or registrar breached the warranty that the security is genuine and that there are reasonable grounds to believe that the security was within the amount the issuer is authorized to issue. The transfer agent is obligated to “buy·in” such securities arises when a record difference remains unreconciled for a period of thirty days from its discovery and is imposed on the transfer agent that actually caused the overissue.
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Response to Inquiries
The recordkeeping transfer agent responds to inquiries regarding the records and transfers. The Commission's rules provide that any person who, within the preceding six months, has presented an item for transfer, may make a written request of the transfer agent or the registrar as to the status of such an item. The transfer agent or the registrar to whom such request is directed must respond orally or in writing within five business days of receiving such inquiry, unless a new certificate is dispatched or mailed to the presenter during such five days. Whenever the response indicates that a security has not been received or had been made available by having been dispatched, mailed, or picked up after transfer, the obligations of the transfer agent or the registrar as a reporting institution with regard to lost, missing, or stolen securities will arise.
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Safeguarding Securities and Funds
Transfer agents must maintain a working supply of certificates to enable them to turnaround promptly a security presented for registration of transfer. In many jurisdictions these certificates merely require the signature of the transfer agent to be duly authenticated, because state law often permits the issuer's signature to be represented by facsimile. Transfer agents may also maintain balance certificates as transfer agent custodians for a security depository whose instruction to transfer will be followed by the transfer agent and debited against such balance certificate. In addition, transfer agents often act as dividend disbursement agents or as interest paying agents. Thus, they will receive cash from the issuer for distribution to registered owners entered on the master securityholder file. When the issuer has provided a dividend reinvestment plan, the transfer agent may not only retain a shareholder's reinvested dividends until it returns them to the issuer but also may receive additional funds from a registered owner who wishes to increase further his investment in the issuer. Thus, the transfer agent must have available to him certificates representing authorized shares that it can send to the investor. If the registered owner cannot be located, the transfer agent may have to retain both money and certificates for time periods mandated by state law before sending the monies and securities to the state. It is the obligation of the transfer agent to safeguard these securities and funds. The Commission requires that a transfer agent that has custody or possession of any securities or funds related to its transfer agent activities must take reasonable measures in the light of all facts and circumstances to protect securities from risk of destruction, theft, or other loss and to prevent the misuse of any funds.
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Internal Accounting Control
The objectives of the transfer agent's system of internal accounting control for the transfer of record ownership and the safeguarding of related securities and funds must be to provide reasonable, but not absolute, assurance that securities and funds are safeguarded against loss from unauthorized use or disposition and that transfer agent activities are performed promptly and accurately. The transfer agent must undergo an annual study and evaluation of its system of internal accounting control. This study, undertaken by an independent accountant, will examine the transfer agent's system of internal accounting control and related procedures for the transfer of record ownership and the safeguarding of related securities and funds.
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Enforcement
The various reporting requirements provide regulatory agencies with timely information that a transfer agent is experiencing difficulties with respect to turnaround and processing transfers, posting of records, and safeguarding of securities and funds. This information will enable the appropriate regulatory agency to concentrate on those transfer agents that most need assistance and when the registered owners and issuers may need prompt intervention—i.e., those transfer agents whose performance may indicate potential harm to investors or a threat to the smooth operation of the national system for clearance and settlement of securities transactions. Violations of the turnaround and recordkeeping rules may cause the appropriate regulatory agency to institute administrative proceedings against the transfer agent. The standard of proof called for is the "traditional preponderance of the evidence." The appropriate regulatory agency may impose sanctions ranging from censure to suspension or revocation of the registration of the transfer agent, or of the registrar. In addition, the appropriate regulatory agency can bring civil injunction actions or recommend to the Department of Justice that it institute criminal proceedings.
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Conclusion
The regulation of transfer agents is but one step in setting up an efficient securities market. Comparison, clearance, and settlement is already subject to regulations. Computerization, abolition of the stock certificate, and improved efficiency are all called for to continue to make the United States securities market the most efficient capital market in the world. Without such efficiency, a loss of preeminence is inevitable, and a feeling of insecurity is engendered.
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Transfer Agents
Note: See Electronic Filing of Transfer Agent Forms

Transfer agents record changes of ownership, maintain the issuer's security holder records, cancel and issue certificates, and distribute dividends. Because transfer agents stand between issuing companies and security holders, efficient transfer agent operations are critical to the successful completion of secondary trades. Section 17A(c) of the 1934 Act requires that transfer agents be registered with the SEC, or if the transfer agent is a bank, with a bank regulatory agency. There is no SRO that governs transfer agents. The SEC therefore has promulgated rules and regulations for all registered transfer agents, intended to facilitate the prompt and accurate clearance and settlement of securities transactions and that assure the safeguarding of securities and funds. The rules include minimum performance standards regarding the issuance of new certificates and related recordkeeping and reporting rules, and the prompt and accurate creation of security holder records and the safeguarding of securities and funds. The SEC also conducts inspections of transfer agents.

Information About Transfer Agent Registration
Note: Persons interested in registering as a transfer agent must review all applicable provisions of the Securities Exchange Act of 1934, the Securities Act of 1933, and the Investment Company Act of 1940, as well as the applicable rules promulgated by the SEC under those Acts, before registering as a transfer agent.

The following is a brief overview of the transfer agent registration process and the annual reporting requirement for registered transfer agents. It is not intended to be, and should not be viewed as, a substitute for reviewing all applicable provisions of the securities acts, the rules promulgated thereunder, and the applicable forms.

Note: The Commission recently adopted rule amendments to mandate electronic filing of Forms TA-1, TA-2, and TA-W on the Commission’s EDGAR database. The amendments will be effective January 11, 2007. For more information please see release number 34-54864.

Transfer Agent Registration
Who Must Register. Pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934, it is unlawful for a transfer agent to perform any transfer agent function with respect to any qualifying security unless that transfer agent is registered with its appropriate regulatory authority ("ARA"). A list of ARAs is provided below. A "qualifying security" is any security registered under Section 12 of the Securities Exchange Act of 1934.

When to File. Before a transfer agent may perform any transfer agent function for a qualifying security, it must apply for registration on Form TA-1 with its ARA and its registration must become effective.

How and Where to File. Each registrant must file Form TA-1 with its ARA. A registrant may determine its ARA from the following:


A national bank or a bank operating under the Code of Law for the District of Columbia, or a subsidiary of any such bank registers with the Comptroller of the Currency.

A state member bank of the Federal Reserve System, a subsidiary thereof, or a bank holding company registers with the Board of Governors of the Federal Reserve System.

A bank insured by the Federal Deposit Insurance Corporation (other than a bank which is a member of the Federal Reserve System) or a subsidiary thereof registers with the Federal Deposit Insurance Corporation.

All other transfer agents register with the U.S. Securities and Exchange Commission.
Addresses for the ARAs can be found in the instructions to Form TA-1.

Effective Date. Registration of a transfer agent becomes effective thirty days after receipt by the ARA of the application for registration, unless the filing does not comply with applicable requirements or the ARA takes affirmative action to accelerate, deny, or postpone registration in accordance with the provisions of Section 17A(c) of the Act.
Transfer Agent Annual Reporting Requirement
Who Must File; When to File. Every transfer agent that is registered on December 31 must file an annual report of its activities on Form TA-2 by the following March 31. The SEC may reject a filing that does not comply with applicable requirements.
Withdrawal from Registration as a Transfer Agent
How to Withdraw from Registration. Any transfer agent seeking to withdraw its registration as a transfer agent must file appropriate notice with its ARA. If the SEC is the ARA, the transfer agent's notice of withdrawal from registration shall be filed on Form TA-W in accordance with the instructions contained thereon. All other transfer agents must contact their ARAs for appropriate instructions.

Effective Date. Notice to withdraw from registration filed by a transfer agent shall become effective on the 60th day after the filing thereof with the Commission or within such shorter period of time as the Commission may determine. If a notice to withdraw from registration is filed with the Commission any time subsequent to the date of issuance of an order instituting proceedings pursuant to Section 17A(c)(3)(A) of the Securities Exchange Act of 1934, or if prior to the effective date of the notice of withdrawal the SEC institutes such a proceeding or a proceeding to impose terms and conditions upon such withdrawal, the notice of withdrawal shall not become effective except at such time and upon such terms and conditions as the SEC deems necessary or appropriate in the public interest, for the protection of investors, or in furtherance of the purposes of Section 17A.
Transfer Agent Items to Note:
Form TA-1: The form must be filed with and approved by the appropriate regulatory agency before a transfer agent can perform any transfer agent function for a qualifying security.

Fingerprinting Requirement: The partners, directors, officers, and employees of a registered transfer agent shall be fingerprinted and submit their fingerprint cards to the Attorney General of the United States for identification and appropriate processing, although some exemptions do apply. See Section 17f(2) of the Exchange Act and Rule 240.17f-2 promulgated thereunder.

Denials of Registration: The appropriate regulatory agency shall deny, suspend, or limit the registration of a transfer agent if the transfer agent or any person associated with the transfer agent has committed certain prohibited acts enumerated in Section 15(b)(4) of the Exchange Act or is otherwise barred from associating with a registered transfer agent. See Section 17A(c)(3) and (4) of the Exchange Act.

Ongoing Requirements of Registration:


Form TA-2: Every registered transfer agent, including transfer agents whose appropriate regulatory agency is not the Commission, must file an annual report on Form TA-2 with the Commission of its previous year's activities.

Reporting and Recordkeeping: A registered transfer agent must comply with Section 17A of the Act and with the various reporting, recordkeeping, and other requirements in the rules promulgated under Section 17A.

Withdrawal from Registration: A transfer agent may terminate its registration by filing a Form TA-W with the Commission or by terminating its registration with its appropriate regulatory agency. See Rule 17Ad-16 for transfer agent responsibilities upon ceasing to perform transfer agent functions.
Rules
Application for Registration of Transfer Agents: Rule 17Ac2-1

Annual Reporting Requirement for Registered Transfer Agents: Rule 17Ac2-2

Withdrawal from Registration with the Commission: Rule 17Ac3-1

Definitions: Rule 17Ad-1

Turnaround, Processing, and Forwarding of Items: Rule 17Ad-2

Limitations on Expansion: Rule 17Ad-3

Applicability of Rules 17Ad-2, 17Ad-3 and 17Ad-6(a)(1) through (7) and (11): Rule 17Ad-4

Written Inquiries and Requests: Rule 17Ad-5

Recordkeeping: Rule 17Ad-6

Record Retention: Rule 17Ad-7

Securities Position Listings: Rule 17Ad-8

Definitions: Rule 17Ad-9

Prompt Posting of Certificate Detail to Master Securityholder Files, Maintenance of Accurate Securityholder Files, Communications between Co-Transfer Agents and Recordkeeping Transfer Agents, Maintenance of Current Control Book, Retention of Certificate Detail and "Buy-In" of Physical Over-Issuance: Rule 17Ad-10

Reports Regarding Aged Record Differences, Buy-Ins and Failure to Post Certificate Detail to Master Securityholder and Subsidiary Files: Rule 17Ad-11

Safeguarding of Funds and Securities: Rule 17Ad-12

Annual Study and Evaluation of Internal Accounting Control: Rule 17Ad-13

Tender Agents: Rule 17Ad-14

Signature Guarantees: Rule 17Ad-15

Notice of Assumption or Termination of Transfer Agent Services: Rule 17Ad-16

Transfer Agents' Obligation to Search for Lost Securityholders: Rule 17Ad-17

Year 2000 Readiness Reports to Be Made by Certain Transfer Agents: Rule 17Ad-18

Requirements for Cancellation, Processing, Storage, Transportation, and Destruction or Other Dispositons of Securities Certificates: Rule 17Ad-19

Operational Capability in a Year 2000 Environment: Rule 17Ad-21T


http://www.sec.gov/divisions/marketreg/mrtransfer.shtml

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Trust Examination Manual
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Section 11- Role Of The Transfer Agent

Section 3(a)(25) of the 1934 Act defines a "transfer agent" as any person who, on behalf of an issuer of securities or on behalf of itself as an issuer of securities, performs one or more of the following activities:

•Countersigning securities upon issuance
•Monitoring the issuance of securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar
•Registering the transfer of such securities
•Exchanging or converting securities
•Transferring recorded ownership of securities by bookkeeping entry, without the physical issuance of securities certificates
Ownership of a security is expressed by the registration of a bond or stock certificate. A purchaser of a security is entitled to a certificate registered in his or her name. There is an exception to this requirement in regards to debt issued by the United States government, which is issued in book-entry form. Book-entry ownership means that the ownership of bonds and bills issued by the United States government is recorded in computer records maintained by the Treasury, with no paper certificate issued. In the case of stock, the purchaser always has the right to receive a certificate of ownership. Virtually all securities are issued in registered form, which means that the person entitled to the security and to the rights associated with a security, such as voting rights for common stock, is specified in the books maintained by or on behalf of the issuer of the security.

In the past, debt securities, both corporate and government, were issued in bearer form, which meant that anyone possessing the physical certificate or any of the attached interest coupons, was entitled to payment upon presentation of the bond upon maturity or call, or to interest when the bond coupon was presented to a paying agent. The issuer of a bearer bond did not know the identity of the persons who owned the issuer’s bonds. Since bearer bonds are negotiable instruments, making them easily converted into cash without the ability to identify the parties receiving payment, concerns arose over the issue of taxpayers failing to declare interest income received on bearer bonds. In response, Congress passed the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA). TEFRA prohibited the United States government from issuing bearer bonds and provided sanctions against corporations, municipalities, and other organizations issuing bearer obligations. The sanctions included disallowing the deduction of interest expense by issuers of bearer bonds and denying the holder of bear bonds the tax exemption for interest earned on the bonds. In addition, TEFRA imposed an excise tax equal to 1 percent of the principal amount of the debt multiplied by the number of years in the term of the bonds. These measures effectively ended the issuance of bearer debt instruments, and all debt securities are issued in registered form now.

Stock Transfer Agent
In view of the principal transfer agent functions described above, stock transfer agents occupy a central role in the issuance of securities and the subsequent transfer of such securities resulting from sales, purchases, reorganizations, tender offers, and other transfers of ownership. In particular, stock transfer agents issue stock certificates representing increases in the number of shares outstanding, e.g., initial issuance, stock dividends, stock splits and dividend reinvestment programs. As issued shares are traded on the open market, stock certificates are sent to the transfer agent who will cancel the shares registered in the name of the transferor (e.g. seller) and issue a stock certificate registered in the name of the transferee (e.g., buyer). Central to transactions involving the transfer of securities is the maintenance of accurate ownership records with respect to issued securities, since it is the registered owners of the securities who enjoy the associated ownership rights, e.g., the right to dividends and to vote shares owned. Transfer agents are responsible for maintaining current and accurate records with respect to issued securities.
In view of the large volume of stock market transactions, transfer agents must perform their duties with a high degree of speed and accuracy in order for securities markets to function efficiently. In issuing or transferring stock certificates, transfer agents must examine all accompanying documentation, assignments and endorsements to ensure the propriety of the transfer and guard against fraudulent transfers, change recorded ownership to reflect the transfer and, in most cases, perform the role of stock registrar, which involves verifying the number of shares represented by the certificate(s) being issued against the number of shares represented by the stock certificate(s) being cancelled. The stock registrar function operates to guard against the overissuance of securities. Finally, subsequent to cancellation, transfer agents must retain cancelled certificates in a secure location to ensure that they are not used in fraudulent transactions.
When an overissuance of securities occurs the number of share overissued must be reduced, either by recovering the overissued shares from those to whom they were issued or by the person or entity responsible for the overissuance buying that number of shares on the open market and retiring the shares, which in effect represents a loss to that person or entity.
In order to perform these functions in a prompt and efficient manner, institutions acting as registered transfer agents need appropriate management oversight, experienced and knowledgeable staff, efficient operating procedures and effective internal controls. The failure by a registered transfer agent to promptly and accurately transfer and record ownership of securities can result in securityholders suffering monetary damages by hampering their ability to buy and sell shares, or otherwise prevent shareholders from exercising the rights associated with stock ownership, such as the right to receive dividends and vote proxies.
Stock Registrar
As described above, the stock registrar's duty is to prevent the over- or under-issuance of securities, a condition referred to as an out-of-proof or out-of-balance condition. New York Stock Exchange rules allow an institution to serve as both a transfer agent and registrar for listed securities, other than its own. It is fairly common to find a transfer agent of an issue also serving the function of registrar. Although rarely encountered, there are instances where banks serve as registrar without being appointed the transfer agent. In such a case the registrar is referred to as an "outside registrar". When an "outside registrar" is used, the transfer agent, after canceling the surrendered certificates and drawing up the replacement certificates, sends both the cancelled and replacement certificates to the registrar, who verifies that the shares represented by the replacement certificate(s) equals the shares represented by the surrendered stock


restricted shares: