Subject: File No. S7-09-13
From: Bill Senner
Affiliation: Stalt, Inc.

January 27, 2014

Dear Ms. Murphy,

Re: File No. S7-09-13 Proposed Crowdfunding Rules

I am writing to you on behalf of Stalt, Inc., a registered transfer agent, in response to the Commission’s request for comment on File No. S7-09-13 Proposed Crowdfunding Rules.

Stalt, Inc. is a full service transfer agent providing shareholder recordkeeping services for privately held and publicly traded companies and would like to express our concerns related to the recordkeeping requirements in the proposed rules.

The Commission has demonstrated over the years its concern over protecting investors and maintaining an orderly marketplace. This is done in large part by having regulated transfer agents fulfill their roles in a robust and professional manner.

Stalt, Inc. has taken over the shareholder recordkeeping function for several private companies over the years. The records are typically kept in a spreadsheet by the issuer or their legal counsel. There are always problems when converting their records to our system, a system that is designed specifically for shareholder recordkeeping. Some of the problems include the following;
                Improper registration for multiple owners
                Duplicate record/certificate numbers
                Missing certificate numbers
                Inability to trace ownership and/or transactions
                Improper registration, e.g. J. P. Jones
I believe given the potential volume and speed at which records will be received by an issuer using the crowdfunding model, using a spreadsheet to record and track these records will proof to be near impossible and riddled with errors. Issuers will find maintaining records coming in from an Internet portal with a spreadsheet extremely time consuming and costly. And turning the process over to someone at their legal counsel’s office, although frees them of the time commitment, will most likely be even costlier. Registered transfer agents, in contrast, take advantage of economies of scale and specialized software designed for the specific purpose of shareholder recordkeeping and can offer quality, controlled recordkeeping services at minimal costs to issuers.

If the Commission does not require issuers to use a registered transfer agent under the proposed rules, it may fall short of its goals to protect investors and to maintain fair, orderly, and efficient markets.

Thank you for the opportunity to share our concerns on the Proposed Crowdfunding Rules


Bill Senner
Stalt, Inc.
671 Oak Grove Avenue
Suite D
Menlo Park, CA 94025