Spongetech Delivery Systems, Inc. (fka SPNGQ)

[patchman]

Really?

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.