Item 8.01. Other Events
On December 24, 2009, the Staff of the U.S. Securities and Exchange Commission (the “Commission”) sent a written Wells notice, which was received on December 28, 2009, to each of SpongeTech Delivery Systems, Inc. (“SpongeTech”), Michael L. Metter, SpongeTech’s Chief Executive Officer, and Steven Y. Moskowitz, SpongeTech’s Chief Financial and Chief Operating Officer.
The Wells notices advised that the Commission Staff intends to recommend that the Commission bring civil injunctive actions against them alleging violations of the federal securities laws contained in Sections:
1) 5(a),
2)5(c) and
3)17(a) of the Securities Act of 1933, as amended (“Securities Act”) and
4)Sections 10(b),
5) 13(b)(5) of the Exchange Act of 1934, as amended (“Exchange Act”) and
6) Exchange Act Rules 10b-5,
7) 13b2-1, and
8) 13b2-2 thereunder; and
9)Sections 13(a),
10) 13(b)(2)(A), and
11) 13(b)(2)(B) of the Exchange Act and
12) Exchange Act Rules 12b-20,
13) 13a-1,
14) 13a-11,
15) 13a-13, and
16) 13a-14 thereunder.
The recommended actions would seek, among other things, permanent injunctions and civil penalties.
Section 5 -- Prohibitions Relating to Interstate Commerce and the Mails
a. Sale or delivery after sale of unregistered securities
Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly--
1. to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
2. to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
b. N/A
c. Necessity of filing registration statement
It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been filed as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 8.
Section 17 -- Fraudulent Interstate Transactions
a. Use of interstate commerce for purpose of fraud or deceit
It shall be unlawful for any person in the offer or sale of any securities or any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act [15 USCS § 78c note]) by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly--
1. to employ any device, scheme, or artifice to defraud, or
2. to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or
3. to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.
Section 10 -- Manipulative and Deceptive Devices
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange--
a. N/A
b. To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
Rules promulgated under subsection (b) that prohibit fraud, manipulation, or insider trading (but not rules imposing or specifying reporting or recordkeeping requirements, procedures, or standards as prophylactic measures against fraud, manipulation, or insider trading), and judicial precedents decided under subsection (b) and rules promulgated thereunder that prohibit fraud, manipulation, or insider trading, shall apply to security-based swap agreements (as defined in section 206B of the Gramm-Leach-Bliley Act) to the same extent as they apply to securities. Judicial precedents decided under section 17(a) of the Securities Act of 1933 and sections 9, 15, 16, 20, and 21A of this title, and judicial precedents decided under applicable rules promulgated under such sections, shall apply to security-based swap agreements (as defined in section 206B of the Gramm-Leach-Bliley Act) to the same extent as they apply to securities.
Section 13 -- Periodical and Other Reports
a. Reports by issuer of security; contents
Every issuer of a security registered pursuant to section 12 shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security--
1. such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 12, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.
2. such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.
Every issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange.
b. Form of report; books, records, and internal accounting; directives
1. The Commission may prescribe, in regard to reports made pursuant to this title, the form or forms in which the required information shall be set forth, the items or details to be shown in the balance sheet and the earning statement, and the methods to be followed in the preparation of reports, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of separate and/or consolidated balance sheets or income accounts of any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer; but in the case of the reports of any person whose methods of accounting are prescribed under the provisions of any law of the United States, or any rule or regulation thereunder, the rules and regulations of the Commission with respect to reports shall not be inconsistent with the requirements imposed by such law or rule or regulation in respect of the same subject matter (except that such rules and regulations of the Commission may be inconsistent with such requirements to the extent that the Commission determines that the public interest or the protection of investors so requires).
2. Every issuer which has a class of securities registered pursuant to section 12 and every issuer which is required to file reports pursuant to section 15(d) shall--
A. make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
B. devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that--
i. transactions are executed in accordance with management's general or specific authorization;
ii. transactions are recorded as necessary (I) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (II) to maintain accountability for assets;
iii. access to assets is permitted only in accordance with management's general or specific authorization; and
iv. the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and
C. notwithstanding any other provision of law, pay the allocable share of such issuer of a reasonable annual accounting support fee or fees, determined in accordance with section 109 of the Sarbanes-Oxley Act of 2002.
3.
A. With respect to matters concerning the national security of the United States, no duty or liability under paragraph (2) of this subsection shall be imposed upon any person acting in cooperation with the head of any Federal department or agency responsible for such matters if such act in cooperation with such head of a department or agency was done upon the specific, written directive of the head of such department or agency pursuant to Presidential authority to issue such directives. Each directive issued under this paragraph shall set forth the specific facts and circumstances with respect to which the provisions of this paragraph are to be invoked. Each such directive shall, unless renewed in writing, expire one year after the date of issuance.
B. Each head of a Federal department or agency of the United States who issues a directive pursuant to this paragraph shall maintain a complete file of all such directives and shall, on October 1 of each year, transmit a summary of matters covered by such directives in force at any time during the previous year to the Permanent Select Committee on Intelligence of the House of Representatives and the Select Committee on Intelligence of the Senate.
4. No criminal liability shall be imposed for failing to comply with the requirements of paragraph (2) of this subsection except as provided in paragraph (5) of this subsection.
5. No person shall knowingly circumvent or knowingly fail to implement a system of internal accounting controls or knowingly falsify any book, record, or account described in paragraph (2).
Rule 12b-20 -- Additional Information
In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading.
Rule 13a-1 -- Requirements of Annual Reports
Every issuer having securities registered pursuant to section 12 of the Act shall file an annual report on the appropriate form authorized or prescribed therefor for each fiscal year after the last full fiscal year for which financial statements were filed in its registration statement. Annual reports shall be filed within the period specified in the appropriate form.
Rule 13a-11 -- Current Reports on Form 8-K
a. Except as provided in paragraph (b) of this section, every registrant subject to Rule 13a-1 shall file a current report on Form 8-K within the period specified in that form unless substantially the same information as that required by Form 8-K has been previously reported by the registrant.
b. This section shall not apply to foreign governments, foreign private issuers required to make reports on Form 6-K pursuant to Rule 13a-16, issuers of American Depositary Receipts for securities of any foreign issuer, or investment companies required to file reports pursuant to Rule 30b1-1 under the Investment Company Act of 1940, except where such investment companies are required to file notice of a blackout period pursuant to Rule 104 of Regulation BTR
c. No failure to file a report on Form 8-K that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 5.02(e) or 6.03 of Form 8-K shall be deemed to be a violation of 15 U.S.C. 78j(b) and Rule 240.10b-5.
Rule 13a-13 -- Quarterly Reports on Form 10-Q and Form 10-QSB
a. Except as provided in paragraphs (b) and (c) of this section, every issuer that has securities registered pursuant to section 12 of the Act and is required to file annual reports pursuant to section 13 of the Act, and has filed or intends to file such reports on Form 10-K and Form 10-KSB or U5S , shall file a quarterly report on Form 10-Q and Form 10-QSB within the period specified in General Instruction A.1. to that form for each of the first three quarters of each fiscal year of the issuer, commencing with the first fiscal quarter following the most recent fiscal year for which full financial statements were included in the registration statement, or, if the registration statement included financial statements for an interim period subsequent to the most recent fiscal year end meeting the requirements of Article 10 of Regulation S-X, for the first fiscal quarter subsequent to the quarter reported upon in the registration statement. The first quarterly report of the issuer shall be filed either within 45 days after the effective date of the registration statement or on or before the date on which such report would have been required to be filed if the issuer has been required to file reports on Form 10-Q and Form 10-QSB as of its last fiscal quarter, whichever is later.
b. The provisions of this rule shall not apply to the following issuers:
1. Investment companies required to file reports pursuant to Rule 30b1-1;
2. Foreign private issuers required to file reports pursuant to Rule 13a-16 and;
3. Asset-backed issuers required to file reports pursuant to Rule 13a-17.
c. Part I of the quarterly reports on Form 10-Q or Form 10-QSB need not be filed by:
1. Mutual life insurance companies; or
2. Mining companies not in the production stage but engaged primarily in the exploration for the development of mineral deposits other than oil, gas or coal, if all the following conditions are met:
i. The registrant has not been in production during the current fiscal year or the two years immediately prior thereto; except that being in production for an aggregate period of not more than eight months over the three-year period shall not be a violation of this condition.
ii. Receipts from the sale of mineral products or from the operations of mineral producing properties by the registrant and its subsidiaries combined have not exceeded $500,000 in any of the most recent six years and have not aggregated more than $1,500,000 in the most recent six fiscal years.
d. Notwithstanding the foregoing provisions of this section, the financial information required by Part I of Form 10-Q and Form 10-QSB, shall not be deemed to be "filed" for the purpose of section 18 of the Act or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
Rule 13a-14 -- Certification Of Disclosure In Annual And Quarterly Reports
a. Each report, including transition reports, filed on Form 10-Q, Form 10-QSB, Form 10-K, Form 10-KSB, Form 20-F or Form 40-F under section 13(a) of the Act, other than a report filed by an Asset-Backed Issuer (as defined in Item 229.1101 of this chapter) or a report on Form 20-F filed under Rule 240.13a-19, must include certifications in the form specified in the applicable exhibit filing requirements of such report and such certifications must be filed as an exhibit to such report. Each principal executive and principal financial officer of the issuer, or persons performing similar functions, at the time of filing of the report must sign a certification. The principal executive and principal financial officers of an issuer may omit the portion of the introductory language in paragraph 4 as well as language in paragraph 4(b) of the certification that refers to the certifying officers' responsibility for designing, establishing and maintaining internal control over financial reporting for the issuer until the issuer becomes subject to the internal control over financial reporting requirements in Rule 240.13a-15 or 240.15d-15.
b. Each periodic report containing financial statements filed by an issuer pursuant to section 13(a) of the Act must be accompanied by the certifications required by Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) and such certifications must be furnished as an exhibit to such report as specified in the applicable exhibit requirements for such report. Each principal executive and principal financial officer of the issuer (or equivalent thereof) must sign a certification. This requirement may be satisfied by a single certification signed by an issuer's principal executive and principal financial officers.
c. A person required to provide a certification specified in paragraph (a), (b) or (d) of this section may not have the certification signed on his or her behalf pursuant to a power of attorney or other form of confirming authority.
d. Each annual report and transition report filed on Form 10-K (Rule 249.310 of this chapter) by an asset-backed issuer under section 13(a) of the Act must include a certification in the form specified in the applicable exhibit filing requirements of such report and such certification must be filed as an exhibit to such report. Terms used in paragraphs (d) and (e) of this section have the same meaning as in Item 1101 of Regulation AB (Rule 229.1101 of this chapter).
e. With respect to asset-backed issuers, the certification required by paragraph (d) of this section must be signed by either:
1. The senior officer in charge of securitization of the depositor if the depositor is signing the report; or
2. The senior officer in charge of the servicing function of the servicer if the servicer is signing the report on behalf of the issuing entity. If multiple servicers are involved in servicing the pool assets, the senior officer in charge of the servicing function of the master servicer (or entity performing the equivalent function) must sign if a representative of the servicer is to sign the report on behalf of the issuing entity.
Quick Links
 | SPNG charges GFGU with fraud and other wrongdoings! Spongeable/Spongetech Inc. charged with Trademark suit! |
Company Overview
SpongeTech® Delivery Systems, Inc., formed in 1999, set out to design, develop, and deploy a broad-based series of branded and private label packaging solutions for consumer products and industrial applications. The Company’s vision is to offer innovative, cost-effective, and environmentally sensitive packaging and product delivery solutions through its exclusive, patented packaging technology. The focus is on earth friendly products.
The company designs, produces and markets innovative, cost-effective, and environmentally sensitive packaging and product delivery solutions through its exclusive patented packaging technology. These sponge-based products utilize SpongeTech®'s proprietary, patent (and patent-pending) technologies involving hydrophilic (liquid absorbing) foam and polyurethane matrices. The Company’s sponges are specially configured with an outer contact layer and an inner matrix, the latter of which comes pre-loaded with specially formulated soaps and wax that are released when the sponge is soaked and applied to a surface with minimal pressure. The Company’s current product line is designed for Car Care and Pet Care. However, SpongeTech® is currently exploring additional applications for its technology including an anti-bacterial, kitchen and bath cleaner, as well as a unique ’foaming’ bath sponge for children.
SpongeTech® Delivery Systems, Inc, is a company which designs, produces and markets innovative, cost-effective, and environmentally sensitive packaging and product delivery solutions through its exclusive patented packaging technology. These sponge-based products utilize SpongeTech®’s proprietary, patent (and patent-pending) technologies involving hydrophilic (liquid absorbing) foam and polyurethane matrices. The Company’s sponges are specially configured with an outer contact layer and an inner matrix, the latter of which comes pre-loaded with specially formulated soaps and wax that are released when the sponge is soaked and applied to a surface with minimal pressure. The Company’s current product line is designed for Car Care and Pet Care, however, SpongeTech® is currently exploring additional applications for its technology including an anti-bacterial, kitchen and bath cleaner, as well as a unique ’foaming’ bath sponge for children.
SpongeTech® has formed wholly-owned subsidiaries:
- SpongeTech® Auto, Inc.
- SpongeTech® Pets, Inc.
- SpongeTech® Health & Beauty, Inc.
- SpongeTech® Kitchen & Bath, Inc.
- SpongeTech® Medical, Inc.
- SpongeTech® Europe
To date, products have been introduced for the SpongeTech®Auto, Inc. and SpongeTech® Pets, Inc. Products. Upcoming is the launching of the SpongeTech® Health and Beauty Child Care Products. The SpongeTech®Kitchen & Bath, Inc. and SpongeTech® Medical, Inc. and SpongeTech® Health & Beauty, Inc. products are in development in tandem with Dicon.
Management also continues to support certain charitable organizations, such as The Darryl Strawberry Foundation and Autism foundations.
SpongeTech Technologies
SpongeTech® uses an innovative and patented nonabsorbent “sponge-based” technology that allows us to embed dehydrated active product ingredients right into the sponge “package” but keeps dirt out of the sponge. Other technologies are also utilized. These sponge-based products utilize SpongeTech®'s proprietary, patent (and patent-pending) technologies involving hydrophilic (liquid absorbing) foam and polyurethane matrices. The Company’s sponges are specially configured with an outer contact layer and an inner matrix, the latter of which comes pre-loaded with specially formulated soaps and wax that are released when the sponge is soaked and applied to a surface with minimal pressure.
Our products use an innovative and patented nonabsorbent “sponge-based” technology that allows us to embed dehydrated active product ingredients right into the sponge “package” but keeps dirt out of the sponge. Other technologies are also utilized.
These sponge-based products utilize SpongeTech®'s proprietary, patent (and patent-pending) technologies involving hydrophilic (liquid absorbing) foam and polyurethane matrices. The Company’s sponges are specially configured with an outer contact layer and an inner matrix, the latter of which comes pre-loaded with specially formulated soaps and wax that are released when the sponge is soaked and applied to a surface with minimal pressure. These pre-loaded ingredients use specially formulated ingredients that allow multiple uses of the sponge with the application of water and squeezing.
These pre-loaded ingredients allow cleaner, soap, shampoo, degreasers, to be embedded into the sponge “package.”
SpongeTech®'s antibacterial properties keep it 99% bacteria-free.
SpongeTech Products
| | | | | |  |
3-Pack Car Sponge Kit | Puddle Pals | Gold Bar Tub & Tile Cleaner | Uncle Norman's™ Pet Sponge | Spongebob! | Medical/Disinfecting Sponges |
|  Click for a Slideshow of Puddle Pals! |  Click for a Slideshow of an Investor Kit! | Click for a Pic of the Pet Sponge! | Click for a Slideshow of Sponge Bob! | |

|  Steven Moskowitz (COO) and Darryl Strawberry | Steven Moskowitz has been Secretary, Chief Financial Officer, and a Director since June 1999. In February 2006, Mr. Moskowitz was appointed to serve as our Chief Financial Officer. Mr. Moskowitz has served as a director of RM Enterprises International, Inc. since April 2001, and as its Secretary since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 11, 2003. Since June 2003, he has been director of Tiburon Capital Group, a privately held holding corporation, and since May 2000, he has served as Vice President of ERC Corp., a privately-held marketing consultant. He serves as President, Chief Executive Officer, and as a Director of International Brand Group Management, Inc., a publicly traded company. He has served as President, Chief Executive Officer, and as a Director since December 2007 for and MAP VI Acquisition, Inc., a public reporting company Mr. Moskowitz also serves as Chief Executive Officer, President and as Director of Vanity Events Holdings, Inc., a publicly traded entity. He served as Vice President, Marketing and Business Development for H. W. Carter & Sons, a distributor of children's clothing, from 1987 to 2002. He was President of the H. W. Carter & Sons division of Evolutions, Inc. from 1996 to 1997. Mr. Moskowitz served in various capacities at Smart Style Industries, a manufacturer and distributor of children's apparel, from 1986 to 1987 from sales assistant to Vice President Sales and Marketing. Mr. Moskowitz also serves as a Director of National Stem Cell, Inc. (NHGI.PK) since January 2007. He received his B.S. in Management from Touro College in 1986. |
|  Michael Metter (CEO) | Michael Metter has been President, Chief Executive Officer and a Director since May 2001. Mr. Metter has served as President of RM Enterprises International, Inc., our majority stockholder, since April, 2001, and as its Chief Executive Officer since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 2003. Since June 2002, Mr. Metter has served as President and Chief Executive Officer of BusinessTalkRadio.net, a syndicated radio network based in Stamford, Connecticut. Since June 2003, he has been chairman of the board of Tiburon Capital Group and since January 1994 has been Secretary/Treasurer of DL Investments, Inc., both of which are privately held holding investment corporations. He was compliance director of Security Capital Trading, Inc., a securities broker-dealer, from October 1998 to February 2001. Mr. Metter was also a principal at Madison Capital from September 1997 to October 1998 and from November 1993 to September 1997 he was President of First Cambridge Securities Corp., a broker-dealer in New York City. On April 19, 2001, Mr. Metter filed a petition in personal bankruptcy in the District of Connecticut, Bridgeport Division, and was discharged on December 14, 2001. Mr. Metter received his MBA in Finance in 1975 and his B.A. in Marketing and Accounting in 1973 from Adelphi University. |
|  Douglas Furth - Click for Profile
(Large Shareholder, Spearheaded 13Gs, and Other Duties. Also manages The Signature Fund.) | Douglas Furth has been active in the investment banking and venture capital markets for small cap companies since 1988. Prior to 1988, he worked for Smith Barney where he graduated from the corporate training program and worked in retail and institutional money management, subsequently becoming involved in investment banking and venture capital activities, working with a NYSE listed company in such capacity prior to starting his own firm. For almost two decades Mr. Furth has worked to further the development of small business ventures, concentrating on financing, strategic consulting, merger and acquisition work and management consulting. Throughout this time, he has helped to finance many companies on both a public as well as private basis. Focusing primarily on the small cap niche markets, Mr. Furth has worked to develop a number of proprietary investment methodologies, vehicles and strategies that have assisted companies throughout the various stages of their business development. These methodologies have focused on providing strategic financing for such companies while generating above average returns for investors. The development of risk mitigated investment strategies has provided access to financing for many small companies that would otherwise not be available under current market conditions, and Mr. Furth has further specialized in the development of proprietary exit strategies for investors and companies in order to meet the needs of both sides of the contemporary investment spectrum. His track record of success and expertise in the development of proprietary investment strategies, along with his business development skills, provide the Partnership with a very experienced General Partner that has worked in the targeted niche capital markets. |
| |  |  
|
Black Creek, Georgia 30,000 SF Office & Manufacturing Facility Completed: January 2009 | Dicon's Homepage: Click Here | The Smarter Sponge™ is made here! |
 | |  |
SpongeTech® Delivery Systems, Inc., America’s Cleaning Company™, (OTCBB: SPNG) is pleased to announce that the Company has acquired Dicon Technologies (“Dicon”), a company that specializes in research and development of products derived from hydrophilic urethane chemistry. The Board of Directors of SpongeTech® and Dicon have approved and completed the transaction. SpongeTech® acquired Dicon for $4.45 million in cash only. The Company has immediately picked up approximately $10 million in revenues and approximately $1.5 million in pre-tax earning from the acquisition. Dicon currently sells various products including private label brands for multiple industries through established channels of distribution in the U.S., including traditional food, drug and mass market stores such as CVS, Walgreens, Kmart and Wal-mart as well as direct sales to large commercial clients; all of which SpongeTech® intends to immediately utilize. In addition to the U.S. distribution, Dicon currently has distribution in Asia. [Read More...] [The 8k outlining the purchase is found at this link.]
DICON TECHNOLOGIES is committed to providng innovative solutions that will make consumers' lives easier. Utilizing our patented processes, DICON TECHNOLOGIES manufactures products derived from "Hydrophilic Urethane Chemistry." The hydrophilic system has two parts: a hydrophilic pre-polymer phase and a water phase. During the water phase we introduce various water soluble active ingredients into our products. Current ingredients incorporated into our proprietary process include: health additives, moisturizers, super absorbents, soaps, detergents, antibacterials, carbons, electrostatic dissipative agents, fragrances, and waxes. The list of additives we can incorporate is limitless. Let us help you become the market leader by utilizing our process to make consumers' lives easier.
SpongeTech® Delivery Systems, Inc. (“SpongeTech”) The Smarter Sponge™, is pleased to announce that the Company has expanded its portfolio of products to include over 40 additional products with the Company’s acquisition of Dicon Technologies (“Dicon”) on July 9, 2009. Dicon’s product line currently focuses within the cosmetic, footwear, and medical markets. Dicon’s cosmetic product line utilizes a patented, latex-free hydrophilic foam material in a wide variety of sizes and shapes for Dicon’s Just For You® line as well as several private label brands. Dicon has over 15 products that include applicators, cleansing sponges, buffs, puffs, and wedges for various skin care and cosmetic applications. Dicon is also an original equipment manufacturer (“OEM”) of footwear components and retail replacement insoles called DRYZ IntelliTemp®. This temperature regulating composite inhibits the growth of odor-causing bacteria and can be found in various footwear brand names including Born®, Matterhorn®, Carolina®, Corcoran®, Bostonian®, Timberland® and Puma®.
The unique and patented hydrophilic foam technology is also ideally suited for use as medical bandages, medical wraps, and as liner for casts and braces. This technology is used in Andover Medical Inc.’s CoFlex AFD Absorbent Foam Dressing. This product is applied to both human and animal care markets. Dicon is currently working with key players in the advance wound care market and making great strides in this business segment Dicon established channels of distribution in the U.S., including traditional food, drug and mass market stores such as CVS, Walgreens, Kmart, Safeway, Publix, Big Lots and Wal-Mart as well as direct sales to large commercial clients; all of which SpongeTech intends to immediately utilize. In addition to the U.S. distribution, Dicon currently has distribution in Canada and Asia.[REF]

If you don't know how to read a 10Q then visit this iHUB forum and check about two-thirds down the iBOX. You'll find something that will help. Also ask the mods about RM Enterprises if you're stuck trying to figure out who/what they are with respect to Spongetech.
| Current Equity Structure |  (Click the photo for the screenshot of the transcript.) | The aggregate number of shares of stock of all classes which the Corporation shall have authority to issue is 3,068,000,000, consisting of 3,000,000,000 shares of Common Stock, having a par value of $0.001 per share, 28,000,000 shares of Class B Stock, having a par value of $0.001 per share, and 40,000,000 shares of Preferred Stock, having a par value of $0.001 per share. Class B Stock is entitled to 100 votes per share on all matters for each share of Class B Stock owned, and vote together with the holders of common stock on all matters. Further, each share of Class B Stock is convertible at the option of the holder, into one fully paid and nonassessable share of Common Stock. [SEC Reference]
| Current Share Count Information 10Q on 20 APR 2009 : As of April 16, 2009, the Company had 722,866,061 shares of common stock issued and outstanding. Known Institutional Holders The list of known institutional holders may be found at this link, or this link.  |

 | Click the LOGO to see the Slideshow of Pictures! (Simplified to Reduce Server Load) |  |

|  | Another Spongebob Sighting! Read about it here and here.  |

|  Hong Kong | | Minimum Order Quantity: | 3000 Set/Sets | | Delivery Time: | 25-30DAYS | | Payment Terms: | L/C,T/T | | Supply Ability: | 2000 Set/Sets per Day | Trade & Market | Main Markets: | North America South America Eastern Europe Southeast Asia Mid East Eastern Asia Western Europe | The post by thewicks17 is here: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=42282851 |

Click to See the Video | Click to See the Video |
|  The World's Cleaning Company? |  Check the Outfield Wall |
|  Homerun ball hit the sign! | |
Sarah Fisher Racing Sponsorship!
|  Click Picture To Visit SFR! | SpongeTech® Delivery Systems, Inc. is pleased to announce today that the Company is a new associate sponsor for Sarah Fisher Racing ("SFR") in the PEAK Antifreeze & Motor Oil Indy 300 at Chicagoland Speedway this weekend. Sarah Fisher, with SpongeTech in tow, will make her 7th start at Chicagoland Speedway on Saturday, August 29, 2009. This will be the last time her No. 67 Dollar General car will be used as the primary car, as Fisher was recently surprised with a backup car by one of her associate sponsors, Hartman Oil.
At just 28 years old, Sarah Fisher has already competed in eight Indianapolis 500’s, been voted “Most Popular Driver” four times in two separate Series (IndyCar and NASCAR), been awarded “Indy’s Best & Brightest Leaders Under 40” and enters her second season as a team owner in 2009. Fisher is the first woman to qualify fastest for a major North American open-wheel event, the fastest woman to ever qualify for the Indy 500 and is the youngest woman to compete at the legendary Indianapolis Motor Speedway. Fisher has been a guest or profiled on a variety of national platforms such as, LIVE! with Regis & Kelly, The Tonight Show, The Daily Show with Jon Stewart, The Today Show, The Price is Right, Glamour, People and Forbes Magazine, to name a few. In 2008, she formed her own race team: Sarah Fisher Racing (SFR), and made her first start as a team owner in the IndyCar Series’ Indy 500. In May 2009, Fisher made her eighth start in the Indy 500, marking the most number of starts for a woman in the 93-year history of the race. For more information, please visit Sarah Fisher online at http://www.sarahfisher.com or follower her on Twitter @SarahFisher67. [REF] |
Bengals Practice Jersey Sponsorship!
 | NEW YORK--(BUSINESS WIRE)--SpongeTech® Delivery Systems, Inc. The Smarter Sponge™, (OTCBB: SPNG - News), announced today a strategic sponsorship with the Cincinnati Bengals. Under this agreement, SpongeTech® will become an official sponsor of the team as well as receive exclusive branding on the team’s practice jersey. This placement will be visible on local and national television outlets. This is the first deal for SpongeTech® in the National Football League. “We are excited to partner with the Cincinnati Bengals for the next two seasons. The Bengals fan base is one of the most passionate in the sport and this program will continue to build our brand and open new retail relationships in the Mid West," stated Steven Moskowitz, COO of SpongeTech® Delivery Systems, Inc. SpongeTech® continues to grow its sports sponsorship portfolio in 2009, previously leveraging Major League Baseball teams and the World Football Challenge. [REF] EpicStocks makes an interesting conjecture at this link. Currently unconfirmed, but it is interesting. (Soapy has no idea... Ask Epic if you need it explained. Soapy knows zippo on football.) |
|  |  |
(Thanks goes to EpicStocks and ABrowns!)
US Open Sponsorship and Photos
| | SpongeTech® Delivery Systems, Inc. (“SpongeTech”) “The Smarter Sponge™”, announced today that the Company has established a relationship with the United States Tennis Association (“USTA”) and its premier event, the 2009 US Open, August 31 to September 13, 2009. Building upon existing Major League Baseball and National Football League partnerships, the US Open will provide SpongeTech new international sports appeal. The Company will receive premium courtside signage at the Arthur Ashe Stadium in New York and an on-site product kiosk on the grounds. This deal continues to present SpongeTech as the newest major player in the sports sponsorship landscape. “We look forward to a fantastic relationship with the USTA," stated Michael Metter, CEO of SpongeTech. "This partnership will allow us to reach an international fan base and market our product during this prestigious tournament. A premier event such as the US Open will provide SpongeTech the opportunity to showcase our brand name worldwide.”
SpongeTech® Delivery Systems, Inc. (“SpongeTech”) “The Smarter Sponge™”, announced today that Dinara Safina, the world’s first ranked women’s tennis player, will be present at the SpongeTech promotional booth located on the grounds of the USTA Billie Jean King National Tennis Center to sign autographs during the 2009 US Open on Friday, September 4 from 1:00 p.m. – 2:00 p.m. SpongeTech will be featured on-site at the 2009 US Open through courtside signage in Arthur Ashe Stadium and their promotional booth on the grounds. Dinara Safina is the world’s first ranked female tennis player. Russian-born Safina was the runner up at the 2009 French Open and a silver medalist at the 2008 Summer Olympics in Beijing. She has been a runner up in three Grand Slam singles tournaments and won the doubles title at the 2007 US Open with Natalie Dechy. |
NFL Sponsorship and Signage
Special Sponsorships
|  SPNG is at the 2009 Daytona 500 with Regan Smith! | |  | | At The Hall of Fame Invitational -- The SpongeTech Elite posted their second consecutive tournament win in a row. Members of the press were told of the teams name change. The former NY Elite played their best basketball of the season beating some very talented teams on way to the tournament win. Read about them at this link! | |
| | |
 | The SPNG Forum's FAQ and Educational Links |
Financial Questions
SEC, Security, US Law, and Other Legal Information
SPNG Specific Questions

