Spongetech Delivery Systems, Inc. (fka SPNGQ)

[loanranger]

TEX,
Here's the Fisher-Price version:

1. The original issuances of SPNG shares were made via a Form SB-2......under the 1933 (Securities) Act.
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&filenum=333-123015&owner=exclude&count=40

From:
http://www.lectlaw.com/files/bul04.htm
"In August 1992, the SEC adopted a simplified form (Form SB-2) for use by small business issuers. A small business issuer is a United States or Canadian issuer that had less than $25 million in revenues in its last fiscal year, provided that the value of its outstanding securities in the hands of the public is no more than $25 million.

An alternative to Form 5-1, Form SB-2 permits the offering of an unlimited dollar amount of securities by any small business issuer. The form may be used again and again as long as the issuer meets the definition of small business issuer. Form SB-2 offers certain advantages, including the location of all disclosure requirements in a central
repository, Regulation S-B. These disclosure requirements are presented in simple, non-legalistic terminology."


2. Rule 12(g) of the 1934 (Exchange Act) says:
g. Registration of securities by issuer
Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall--
within one hundred and twenty days after the last day of its first fiscal year ended after July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by seven hundred and fifty or more persons..........
register such security by filing with the Commission a registration statement (and such copies thereof as the Commission may require) with respect to such security......"
http://www.law.uc.edu/CCL/34Act/sec12.html

The 8-A filed on 9/28/09 was filed to comply with the above Rule 12(g), which resulted in the company's shares being registered under the Exchange Act for the first time. Note that ALL the previous Amendments to the Certificate of Incorporation were attached as Exhibits to that filing and that the SEC File Number changed at that time.
http://www.sec.gov/Archives/edgar/data/1201251/000114420409050269/0001144204-09-050269-index.htm
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&filenum=000-53791&owner=exclude&count=40


3. As described in previous posts, the beneficial ownership reporting forms are required for shares registered under the 1934 (Exchange) Act. From the Form 3 instructions:
(a)This Form must be filed by the following persons (“reporting person”):
(i)any director or officer of an issuer with a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”); (Note: Title is not determinative for purposes of determining “officer” status. See Rule 16a-1(f) for the definition of “officer”);
(ii)any beneficial owner of greater than 10% of a class of equity securities registered under Section 12 of the Exchange Act, as determined by voting or investment control over the securities pursuant to Rule 16a-1(a)(l) (“ten percent holder”);"
http://www.sec.gov/about/forms/form3data.pdf


I enjoy looking into these things and I'm reasonably comfortable that the above represents conclusive evidence.
In fact, I'm comfortable enough to link this post in your RnR board for YOUR future reference. I'm very aware that, should I be proven wrong, I will be subject to significant ridicule. Wouldn't be the first time.

ps. I'll be addressing a post to MLM soon that you might find interesting.