Spongetech Delivery Systems, Inc. (fka SPNGQ)

[scion]

DENNIS RINGER

Cert # Holder Name Iss. Date Can. Date Denomination
3838 DENNIS RINGER 06/18/2009 06/24/2009 5000000

Spongetech Share Issuance

Selection Criteria AsOf Date: 06/26/2009 Sort Criteria Primary Sort Account Number Ascending Certificate List (Upload Date: 06/26/2009)

http://spngbane.angelfire.com/


On the basis of this Order and Respondent’s Offer, the Commission finds that:
1. Dennis Ira Ringer, 52 years old, is a resident of Brooklyn, New York. Previously,
from 1983 to 1985, Ringer was a registered representative associated with several registered
broker-dealers.
2. From May 2008 through September 2009, Ringer sold 78 million shares of
Spongetech Delivery Systems Inc. (“Spongetech”) stock to the investing public in violation of the
registration requirements of Section 5 of the Securities Act and for profits of $2,152,923.20.
2
3. Ringer obtained these Spongetech shares from a Spongetech affiliate, RM
Enterprises International, Ltd. a/k/a RM Enterprises International, Inc. (“RM Enterprises”). As
noted in Spongetech’s public filings, RM Enterprises was the majority shareholder of Spongetech
and was controlled by Spongetech’s CEO and CFO/COO. Ringer negotiated the purchase of the
shares with Spongetech’s CFO/COO.
4. Ringer purchased the 78 million shares from RM Enterprises in fifteen transactions,
and at discounts from market prices. In many instances, RM Enterprises transferred the shares to
Ringer the same day that it received the shares from Spongetech.
5. After Ringer received the shares from RM Enterprises, he quickly sold the shares in
U.S. public markets. The discount that Ringer received enabled him to immediately sell the
Spongetech shares at a profit.
6. No registration statement was filed as to any of the shares that Ringer sold to the
investing public, and no exemption from the registration requirements was applicable to these
transactions.
7. For example, on May 12, 2008, Ringer signed a subscription agreement with RM
Enterprises to purchase a block of four million Spongetech shares for $80,000, at a price of $.02
per share. The subscription agreement stated that the securities were not covered by a registration
statement. The agreement further stated that the securities were being purchased for investment
purposes and not with a view to distribution or resale.
8. Ringer purchased the shares at a discount to the then current market price. On May
12, 2008, Ringer paid RM Enterprises $80,000 for the four million shares, or $.02 per share. The
market price of Spongetech stock on that day ranged from $0.037 to $0.047 per share.
9. On May 14, 2008, RM Enterprises transferred four million Spongetech shares to
Ringer’s brokerage account. The shares were transferred to Ringer’s account without an
appropriate restrictive legend. On May 16, 2008, after holding the Spongetech shares for only two
days, Ringer began selling the shares in the public market at prevailing market prices. Ringer sold
the four million shares at prices ranging from $0.03764 to $0.05300 per share, resulting in profits of
$93,867.31. These transactions were not registered with the Commission, and no exemption from
the registration requirements applied.
10. Between June 2008 and July 2009, Ringer continued to obtain Spongetech shares
from RM Enterprises at significant market discounts. In each of these instances, after receiving the
shares from RM Enterprises, Ringer promptly resold them in public markets – sometimes within
days of when he received the shares. These transactions were not registered with the
Commission, and did not satisfy any exemption from the registration requirements.
11. In total, Ringer sold 78 million shares of Spongetech in unregistered transactions
and obtained illegal profits of $2,152,923.20.
12. The Respondent used the mails and other means of interstate commerce in
connection with these offers and sales of Spongetech shares.
13. By engaging in the conduct described above, Respondent Ringer violated Sections
5(a) and 5(c) of the Securities Act, which prohibit the direct or indirect sale or offer for sale of
securities through the mails or interstate commerce unless a registration statement has been filed or
is in effect, or an exemption from registration is applicable.

https://www.sec.gov/litigation/admin/2016/33-10259.pdf