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Why would Michael Metter sign an RME Corporate Resolution as CEO on January 22, 2008
http://viewer.zoho.com/docs/hNcIbe
when he submitted his letter of resignation to RME on September 5, 2007?
http://viewer.zoho.com/docs/lecmc
Unemployment surge in Black Creek?
The employment contracts of the people that hold/held the following positions at Dicon expire tomorrow:
CFO
VP of R&D
VP of Marketing
VP of Sales
Operations Manager
The original contracts were all signed as follows:
I wish you success with the Company.
Sincerely yours,
Dicon Technologies, LLC
Wayne Celia
President
As shown, the contracts were made with Dicon, LLC and not Spongetech and carried effective start dates of 7/1/09, pre-dating the sales agreement.
To the extent that the issue hasn't been rendered moot, I wonder if there's anyone there with the authority to negotiate on the behalf of the company?
I guess that would fall to the Trustee, but the timing is horrendous given the "Movants" request to reconsider his appointment. A fine mess for some people that made their way down from Jersey, presumably looking forward to doing their thing at a brand new facility in a whole new environment.
http://sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm
Will the mystery witness please step forward.
"The Trustee Motion Hearing proceeded for some three hours during which time counsel for the Petitioning Creditors examined two witnesses. The first witness, Rosalind Nathaniel ("Ms. Nathaniel"), Dicon's controller, was on the stand for more than one hour during which time the well prepared witness was questioned regarding many aspects of Dicon's business by the Petitioning Creditors' counsel. Newly retained Local Counsel and New York counsel were prepared enough only to ask limited questions and, given the time constraints, were not able to present rebuttal witnesses."
If the second witness, who I'm guessing was on the stand for over an hour based on the above, was identified, I didn't see it in the document.
On a totally unrelated note, only coincidentally being mentioned in the same post:
What kind of agreement did Wayne Celia make that has kept his name off of every defense document regarding every court action that we have seen filed to date? Am I imagining things or has his name not passed the lips or keyboards of Spongetech personnel and representation since his mysterious, unfiled, rumored yet not officially confirmed departure? Am I mistaken about this lack of mention? The defendants document quoted from above refers to someone, and the quotation marks are theirs, as the "Former Owner"……that can't be anyone else, yet he goes unnamed. Did he not design the sponge, the equipment to make it and found the company that is now Dicon? Why does he remain nameless?
Pretty flimsy excuse. It's called the WORLDWIDE web, you know :o)
Hope you're enjoying yourself. We're flailing about in your absence.
Ris,
Are you and pup conspiring to make me even loopier?
I've been scrolling and clicking since you posted and it turns out that the list that pup linked and you helped me find is a creditor list for a filing by THE COLONIAL BANCGROUP, INC. made in 2009.
The entertaining part is the 156! number of creditors including the dreaded IRS has migrated over to the Y board.
:o)
Thanks for that.
Wish I knew how you did it.
Yes, Perch apparently has been appointed Trustee for Dicon. However, the document I referred to requests that that be undone. Undoing it would be unusual, but to tell the truth the local attorneys for SPNG in Georgia provide a compelling case if enough of the underlying assertions are true. It's a potential game-changing document and addresses issues that no previous filings have addressed.
We haven't seen a receiver appointed for SPNG yet, but that's a whole different issue.
We need to get somebody.....and this gets more embarrassing every time I say it.....with a Pacer account and the technical ability to link the following ASAP:
Case: 10-41275-LWD Doc#:17 Filed:06/28/10
It's an amazing response to the motion to appoint a trustee, showing that it is filed by Spongetech AND Dicon, asking the court to hold off on appointing a trustee and providing fascinating retorts to the original request.
Edit: The certificate of service for the request for reconsideration is signed by US Trustee Frank J. Perch, III. That answers that.
"Don't know for sure if the trustee is in place or not."
That's the question. What I was curious about was whether they could operate in the event that the trustee was not yet in place. As in, did they open for business today?
Do I need a subscription to that site to access the creditors list? Actually, it should be on Pacer.....I'll check.
Can Dicon continue to operate if a trustee hasn't been appointed yet?
The order says:
"Pending appointment of the Trustee, the authority of Spongetech Delivery Systems, Inc. and any of its officers, directors, employees or agents, including without limitation Steven Moskowitz, Michael Metter and Frank Lazauskas, to manage or control the Debtor or to exercise any control or authority over the Debtor's bank accounts and other assets, is terminated immediately."
"06/25/2010 55 Letter Request to Expedite Consideration of and Briefing Schedule for Motion to Appoint Receiver"
Per the link previously provided, the SEC had asked that the defendants be required to respond to the motion by 7/2 to which the SEC would reply by 7/9. The current schedule calls for the defendants response by 7/9 and the SEC reply by 7/23.
In a letter filed today, defendants confirmed that their current law firm would be withdrawing based on a conflict of interest and stated that, while they hoped to have a replacement firm in place by 7/9, to shorten the original schedule would present a problem and asked the court to maintain it. Defendants attorney also offered that:
"This schedule is already on an expedited basis and the SEC can, if it so chooses, file its reply sooner than July 23 thus further expediting the process."
I'm sure someone with the requisite proficiency will post the original document shortly.
flp,
That's no way to treat an innocent trout.
OT,
I thought it read like that also. But now that Ris has pointed me to the long board source of the thing I see that it was authored, or at least posted by, someone else. And I suspect that if it was actually the handiwork of pilond he'd be happy to take the credit for it.
What especially piqued my interest about your post was the fact that the opening of the letter reads:
"We are proud to be Americans and take pride in the fact that our forefathers and great grandmothers, in just over 200 plus years built a nation that everyone in the world look up to it for leadership."
Authored it?
He can't even sign it!
He says that he's a "proud Quebecer".
Think that'll stop him?
Ris,
Where's delusion #1 from?
It appears to be a draft and I'm not seeing it on Pacer.
"~!~ You probably didn't see it, but the pattern is very clear that pike is a corrupt hedge fund laundering money off shore for all these scams... there is more scams in his holdings then you listed."
Correct again, Kitt!
I didn't see it. But I'd like to know more about it.
If "there is more scams in his holdings" than my listed one(1) please name a couple so I can do some more research on them. People, myself included, have been clamoring for months for an explanation as to why he made such a significant investment in a company with so many problems.
"You probably didn't see it", but the sentences from my post that you quoted:
"We probably shouldn't be all that surprised at his SPNG investment. It's a continuation of a pattern that he established at IEAM."
were immediately preceded by these sentences:
"It shows his last 2 buys were made at or around $.01. His position was built at prices ranging from $4 to $6."
The point of my post was that he had made major mistakes before, not that "pike is a corrupt hedge fund laundering money off shore".........to my knowledge there is absolutely ZERO evidence of that.
Pike Capital Management LLC's reported beneficial holdings and their broad results (to date re:SPNG) are:
ADY..........big winner
SPNG............big loser
IEAM.............big loser
PARL...........loser
http://www.secform4.com/insider-trading/1220289.htm
Its most recent comprehensive list of holdings (as of 9/30/08) can be found here:
http://www.sec.gov/Archives/edgar/data/1426868/000101359408000754/pike13fhr-111408.txt
I do not know why there has not been a filing subsequent to that and would welcome an explanation from anyone that might.
If you are aware of examples that "there is more scams in his holdings then you listed", either in the above 14 holdings which I believe are complete insofar as publicly held companies are concerned, or from a source that you have that I don't, please tell me about them.
If you aren't able to do so I'm afraid that I'll have to consider that your statement that "the pattern is very clear that pike is a corrupt hedge fund laundering money off shore for all these scams" reports a pattern that has something in common with some other patterns that have been reported on this board. Nonexistence.
jake,
No thanks necessary.
I don't know Wayne Celia, but you have to wonder why people who profess to believe in the company and its products would see fit to publish a totally unreliable document attacking the very person responsible for the product's existence.
I'm glad that you noticed the post, did some research that supported my suspicions and encourage you to follow up in any way that you see fit.
"The conflict of interest is because Greenberg, Taurig represent both Spongetech and Metter - and the interests of Spongetech shareholders (Spongetech) is not the same as that of Metter"
That's my guess also. That and the fact that RME is as yet unrepresented. What do you suppose the next step might be?
Given the history of who controls the purse strings in the relationship, who would you rather represent? Especially since the currently represented party just lost the opportunity to cash in its best asset.
I wonder if the court will let this happen without a challenge? It could be seen as a delaying tactic, something that some here had predicted might happen.
100% speculation.
If I gave a hoot about the reputation of SM I would say "That's outrageous!". But I don't. Who could?
Here's a theory for you on the Pike investment:
He is obsessed with investing in companies whose senior executives last names start with M and are pump and dump trendsetters.
Ex-CEO of Industrial Enterprises of America Indicted
May 25 (Bloomberg) -- John D. Mazzuto, former chief executive officer of Industrial Enterprises of America Inc., and James W. Margulies, an attorney who briefly served as CEO, were charged in an alleged $60 million stock fraud scheme.
http://www.businessweek.com/news/2010-05-25/ex-ceo-of-industrial-enterprises-of-america-indicted-update2-.html
This is the last IEAM Form 4 filing that Pike ever made. A class action against IEAM was settled and the company filed Chapter 11 a year ago:
http://www.secform4.com/filings/1059677/000101359408000936.htm
It shows his last 2 buys were made at or around $.01. His position was built at prices ranging from $4 to $6.
We probably shouldn't be all that surprised at his SPNG investment. It's a continuation of a pattern that he established at IEAM.
z,
"I'm still wondering how many warrants exist. "
I think that you'll be wondering forever. The general rule for presentation is:
Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised.
The latest 10Q and 10K (don't say it!) do not distinguish between basic and diluted eps........implication being that there are no "dilutive convertible shares and stock warrants". However, we know that the Class B shares are convertible into one common share each....I believe that their existence should have resulted in a distinction between the number of basic and diluted shares.
As far as other issuances of warrants and options are concerned, there aren't any reported and I suspect that that fact means nothing. Then again, the company's sense of freedom to issue actual shares as compensation for stuff is clear from the list in the last 10K so who needs warrants anyway? The typical reasons for warrant and option issuances---deferral of dilution, incentive to perform, etc.---appear to be absent here.
One of my all time favorites.
Oh Lord, please don't let me be misunderstood.
We gotta get out of this place.
He must've seen this thing coming.
S: The Burdon of proof of SM's wrong doing is on the SEC
.
T: Actually, that's backward; the SEC case is civil litigation.
TEX,
The fact that it's a civil case doesn't shift the "Burdon".
Unless of course "Burdon" doesn't mean what I think it means.
David Pilon,
Do you think that an identifiable individual posting the following statement on a message board accessible to the general public:
"Show Jeffrey Tao that Wayne Celia was sued by Aquamatrix for VICIOUS INTEGRITY ISSUES by WAYNE CELIA"
would be at risk for a libel action if the statement was not true?
lug,
Exhibits S & T of the Davis declaration (Document 45) show share issuances and cancellations from Olde Monmouth (12/02 thru 6/09) and Worldwide (6/09 thru 12/09) respectively.
I looked at the Worldwide piece (Exhibit T....dig around on the board and you'll find it) yesterday and saw issuances to Pike totalling 75,000,000. I'm ignorant on the mechanics of these things, but I believe that when DP uses the phrase "pulling certs" he is referring to the process by which a holder in street name requests to have the certs removed from his brokerage account and sent to him, identifying him as the holder. If I'm wrong and he notices this I hope he'll correct me.
I wanted to look at the older Olde Monmouth document, but it is presented in a vertical form and I couldn't figure out how to rotate the form......it's 100 pages and my neck would never recover.
" no way he would be sitting there in this mess and watching this go to nothing...UNLESS he needed a HUGE tax break to off set any major gains somewhere else."
Well it better be the latter, because he's shown a willingness to do the former:
IEAM...appears that he took the whole ride and scored a bunch on the way down.
http://www.secform4.com/insider-trading/1059677.htm
"he didnt sell... because the 3b OS is still not proven"
Prog,
Just for the record, that is NOT the reason that I believe he still owes us a filing if has traded......purchase or sale.
"with 3B o/s pike does not have to report his sells."
FWIW, and it isn't much given that I personally have never filed a Form 4, I don't believe that's correct.
By way of example, note the X in the box in the top left hand corner of this form.
http://sec.gov/Archives/edgar/data/789868/000101359409001117/xslF345X03/americanfm4-052209_5ex.xml
I think he owed us one last filing if he sold anything.
z,
Interesting question.
I believe that the Cresta suit was brought because all but 15,000 of the 3 billion authorized were out and SPNG couldn't convert a 20,000,000 share warrant that they held. A letter from Worldwide to SPNG's attorney reporting the lack of shares available for issuance was brought out on this board by DP as evidence that the company had 3,000,000,000 shares outstanding (2,999,984,950 to be precise).
It's probably reasonable to assume that there might be other "sweetener" warrants out there.
"I don't have all the particulars, regarding outcome - any settlement, judgment or award, but the suit is curious in that it alleges Celia committed fraud and..."
Of course you don't.
The only reference that I found to this "suit" ANYWHERE is the document link*** that you provided:
http://www.scribd.com/doc/33430634/Litigation-Complaint-122107
A Google search on the following terms produces only one(1) result.....your link:
aquamatrix dicon celia "supreme court for manhattan county"
If such a suit was filed in Supreme Court for Manhattan County, as shown, it managed to avoid being documented in Scroll (Supreme Court Records On-Line Library) and Web Civil Supreme. The so-called "Litigation Complaint" is undated without assignment of a case number and contains neither a signature page nor are there any supporting exhibits attached. The "filer" is no longer around so we can't get them to give us a status report.
"Investors are advised that Pink OTC Markets has not been able to contact this issuer."
http://www.otcmarkets.com/stock/AQMT/company-info
You do a lovely job of hedging your bet:
1. Looks like Celia (was) sued for fraud.
2. "........the suit is curious in that it alleges Celia committed fraud....."
3. "It sounds like there are some questions as to Mr Celia's character and/or ethics...."
Still, your post is a peach of a character assassination.
Provide some of the "particulars" that you "don't have" and watch how fast I apologize for casting doubt on your effort. I'll wait.
ps. I know that I asked for a response "at your leisure", but I wanted to remind you that I'm still hoping to see your answers to the questions posed here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=51501009
***Anyone interested should take a look at hoggey's source for the above document. Apparently a poster on Scribd.com named AndrewCat has downloaded an incredible # of documents, most of which appear to be REAL, in the last 4 days. I should warn you that I have downloaded one of the files, which indicates that it includes 574 pages (including the exhibits that were too numerous for others to justify posting), and my normally reliable Imac didn't appreciate it. It downloaded OK, but hung up during an attempted search. Still, it's a lotta crap all in one place.
re: SPNG's former attorney
"SAN ANTONIO, Jun 14, 2010 (GlobeNewswire via COMTEX) -- Green Energy Resources (Pink Sheets:GRGR) has asked for and received the resignation of its Director and Secretary Jack Halperin."
Green Energy went unmentioned on the resume filed in his opposition to the PI/Asset Freeze on 6/11:
http://viewer.zoho.com/docs/hNcIbe
Also FWIW:
"SECURITIES EXCHANGE ACT OF 1934 Release No. 62347 / June 22, 2010
IN THE MATTER OF GREEN ENERGY RESOURCES, INC.
The United States Securities and Exchange Commission (Commission) announced the temporary suspension of trading in the securities of Green Energy Resources, Inc. (Green Energy), commencing at 9:30 a.m. EDT on June 22, 2010 and terminating at 11:59 p.m. EDT on July 6, 2010. The Commission temporarily suspended trading in the securities of Green Energy due to lack of current and accurate information concerning the securities of Green Energy because of questions regarding the accuracy of statements by Green Energy in press releases concerning, among other things, the company’s involvement in the Gulf of Mexico oil spill cleanup effort. The order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act)."
Charles Morgan Securities and Sponge Baths
I distinctly recall a post wherein Kitt questioned the wisdom of another posters relying on the Ryan report of SPNG sales because the documents that they used to compile it were supplied by M&M. The post seems to have disappeared and frankly, I blew it off.
But it sparked a memory of an item that appeared out of place on the SPNG sales by customer list when I first read it.
Charles Morgan Securities
http://www.google.com/search?hl=en&safe=off&client=safari&rls=en&q=%22charles+morgan+securities%22&aq=f&aqi=g1&aql=&oq=&gs_rfai=
I'm sure that there's a good explanation for it, maybe someone else can think of one, but why do you suppose that name might appear on both of these lists?
http://viewer.zoho.com/docs/vdaaYda
and
http://viewer.zoho.com/docs/blhHe
Sure, it could have just been a mistake, but I am reminded of the following, from the criminal complaint:
54. Stated payment purposes. Some of the payments contain references to purposes other than sales. For example, two wire transfers contain a note stating "investment share purchase."
Now I'm not saying that ALL $1.3million of the reported sales are funky, but that $60,000 sure looks wacky to me.
I enjoyed the article for a while, until it became clear that the horse was beaten beyond recognition and there was still no sign of the writer letting up. How many different ways are there to say "ignorance is bliss" anyway?
I did like, and appreciate the potential analogy of:
"his stupidity protected him from an awareness of his own stupidity" :o)
That said, if you'll give me your home address I'll gladly send you a dollar in return for your not linking Parts 2 thru 5. I was much happier before I knew that there was a Part 1.
"I wonder if Wayne Celia will come back?"
OT,
I'm very glad that you brought that up. Having read the petition to order a trustee pretty carefully, I was impressed at its level of detail, especially in terms of the operational and finance issues, both historical and current. And I can't help but wonder if WC didn't assist in its preparation, if not actually encourage the process.
I'm not big on speculating, but it struck me as odd that, while so many rocks were turned over in the process of explaining the current fix and a documentation of the company's history that goes back to Berkshire H, the founders name goes completely unmentioned. Along with the fact that he disappeared in the midst of the crisis......especially after expressing the concern that there was a lack of management on site. I'm just GUESSING that he may have influenced those missing mentions.
I want to bet that we haven't seen the last of him, but there's no prize for being right and nothing but humiliation if I'm not. All risk, no return.
"so Dicon can't pay their debts with the income they had. What does that tell you? Their operating costs exceed their revenues as I stated all along.
This was not a viable business to save and was a losing venture."
The petitioners don't entirely agree.
"Based on the financial information available to Petitioning Creditors, in 2008, the only full year of independent operation, Dicon sustained a net loss of approximately $857,000 on sales of $6.9 million. It appears that Dicon’s sales and profitability subsequently improved, such that Dicon would be currently cash flow positive but for the actions of Spongetech which have seriously impaired Dicon's ability to maintain its customer relationships and operate profitably."
Their #1 priority appears to be to secure a trustee to try and rescue the operation. And, perhaps even more importantly, to try and make something of this:
31. The Petitioning Creditors believe that Dicon has substantial claims against Spongetech, Moskowitz, Metter and potentially others. However, as long as Dicon lacks sufficient independent management, it does not have the ability to pursue those claims.
The linked filing seems to suggest that that is not an issue:
http://viewer.zoho.com/docs/acOtai
" most likely the three creditors are companies that Dicon worked with, i.e., companies that provided manufacturing for portions of their products."
They are fully described on the link previously provided:
http://viewer.zoho.com/docs/acOtai
"A part of it"
Much appreciated.
I understand that. And I should probably read it before asking any more silly questions......Pacer is cleaning my clock lately. I just thought that someone might know offhand if a Chapter 11 proceeding can be initiated against a wholly owned subsidiary without involving the parent corporation.
Case no. 4:10-bk-41275
I didn't know that they could file against a wholly owned sub without filing against the parent. Is it typical or does this raise the acquisition/ownership issue again?
"Actually LR, you seem to be the one "party to some confusion" here with regards to the A&M report."
I beg to differ. For instance, I know what is in the A&M report and what isn't. And the following items aren't in the report at all:
"the report makes it clear they work for either Spongetech or Dicon, selling "either Spongetech products or Dicon products or both.""
"And the report states these reps sell these products (only) over an areas that covers 5 geographical regions for the companies."
"the report makes a very clear distinction that these reps are employed by the companies to sell Spongetech, Dicon or both's products"
"The report states clearly these 57 reps "work for the company.""
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
But I do get it.
You would like to see the company survive.
You feel that the prospects for that survival were enhanced by the A&M findings, which were that the company as it was constituted on 6/1/09 generated sales of $1.3+ million in the ensuing 11 months and that its primary supplier, which it subsequently acquired, had sales of $6.3+ in a similar period resulting in a total of approximately $7.7 million in that period. You have suggested that these totals are domestic sales and may not include foreign sales.
You don't care about what SM & MM may have done in the past and have expressed no concern about their ongoing participation or lack thereof in the company.
You discount the likelihood that the numerous lawsuits for non-payment of services rendered will have any effect in the near term.
You believe that there could be significant hidden dollar potential in actions that may be taken against naked short sellers of whose existence you are certain and cite the success of USXP's actions as an example.
See…..I think I get it!
Now, at your leisure:
Please address the fact that the founder of Dicon, the source of better than 80% of the "total net sales" as reported, is no longer with the company and how you see that impacting the company going forward.
Please give us your thoughts on how the company might deal with the fines that will likely be imposed on it…..keeping in mind that in the USXP case the total was around $22million (pretty sure they never came up with it).
What do you think the chances of the company gaining currency in their filings might be given the requirement to 1)restate 6 10Q's and a 10K and 2)file a 10K and 3 10Q's that have yet to be filed and are overdue? In time to avoid revocation of the registration of their common shares?
Do you feel that the SEC issues will be resolved in order to allow the DTC to restore clearing services? Have you ever seen a resumption of services in a comparable situation?
"You've reached a conclusion and seem desperately determined that everyone else on this board is to share your views"
I won't deny that you are correct regarding the former, but believe it or not whether my views are shared by anyone else, let alone everyone else, is of little concern to me. Present company included. I care only about being right and objective and am comfortable in the knowledge that I'll hear about it when I'm not.
"Umm, I will not provide any more information here for obvious reasons"
Which obvious reason is it? Forgot or made it up?
Seriously, I would be happy to entertain your contention that Dicon has created 60 jobs if you would only be so kind as to tell me where you read it. Dicon did, in fact, open a plant in Georgia to perform manufacturing operations that were previously handled in China. So they HAD TO create SOME jobs stateside in the process. If you could tell me where you saw that the number of jobs were created was 60, I would be happy to confirm it's veracity, try to follow it forward to determine if it was still pertinent and, if so, report back to you so that you could clear it up for Spongetech's misinformed attorney. Solely in the interest of fairness and at no charge.
Otherwise I'm stuck here thinking that you made it up.