I don't know how that prompts an lol.
Any person, whether their motive be payment, investment growth or entertainment, who deceives other investors should be challenged to either admit to their deceptions or support their statements. It's not lost on me that such deceptions have been going on since the beginning of time, but it appears that you may have forgotten their cost to unsuspecting investors. And it's not funny.

I suspect that people who provide bad information would be more than happy to have others who point out their expensive little games ignore them, leaving them free to peddle their misleading nonsense. I won't do it and my inclination to respond is in direct proportion to their apparent level of influence.

I repeat the question here in the hope that it will generate an appropriate response:

If the author, or anyone else for that matter, can provide an iota of factual support for ANY of the following I appeal to you to do so. I take note that TEX cannot.

"a resolution has been successfully negotiated. The arrival of the Wells notice part of the settlement. Signifying actual implementation."

"No enforcement action to be taken against the company itself. Meaning that the numbers are sound. No need for any material restatement(s) as talked about."

"Minimum Bid price requirement waiver secured."

The Form 4, as to the purchases of the 6th, was due. See Section 1.(a):
http://www.sec.gov/about/forms/form4data.pdf

The SC 13 D/A due date is less specific:
Rule 13d-2 -- Filing of Amendments to Schedules 13D or 13G
a. If any material change occurs in the facts set forth in the Schedule 13D required by Rule13d-1(a), including, but not limited to, any material increase or decrease in the percentage of the class beneficially owned, the person or persons who were required to file the statement shall promptly file or cause to be filed with the Commission an amendment disclosing that change. An acquisition or disposition of beneficial ownership of securities in an amount equal to one percent or more of the class of securities shall be deemed "material" for purposes of this section; acquisitions or dispositions of less than those amounts may be material, depending upon the facts and circumstances.

"Promptly" is defined in the rules somewhere.......but not so's any human could understand it. And his purchases did not meet the materiality test (7.22million). So it appears that it could be said that the 13 D/A wasn't due at all. I wouldn't be surprised if Pike has the practice of amending a standing 13D whenever he files a transaction on a Form 4.


Always check my work.

If the author, or anyone else for that matter, can provide an iota of factual support for ANY of the following I appeal to you to do so.

"a resolution has been successfully negotiated. The arrival of the Wells notice part of the settlement. Signifying actual implementation."

"No enforcement action to be taken against the company itself. Meaning that the numbers are sound. No need for any material restatement(s) as talked about."

"Minimum Bid price requirement waiver secured."


As far as I know there is nothing in the public domain supporting the above statements.

pj,
"We didn't know of an SEC investigation of SPNG either until the Suspension letter"

Actually, they knew about 2 weeks before the suspension letter and took a week to tell the rest of us. I still wonder...and I guess we'll never know.....when and if an informal investigation (MUI) was started.

http://sec.gov/Archives/edgar/data/1201251/000114420409050122/v161351_8k.htm


"IMO, Pike is buying to cover illegally unrestricted shares on the advice of his own attorneys."

Are you suggesting that he's establishing legitimate ownership of previously owned shares by buying them a second time?

I find trying to determine the facts challenging enough without getting into conjecture, OT.
But since you're asking....my purpose in providing the actual instruction was not in any way meant to suggest that Pike had been able to determine the actual outstanding number. I don't think he has (unless he's got a mole at the t/a....I kid). Given the current situation I would have to wonder whether Pike would believe an o/s number that SM paid to have run across the Jumbotron, let alone one that was whispered in a poorly lit room.
I can't explain his purchases and have been stumped as to his reasoning from day one, but I just don't think he's working with any reliable, non-public data.

It's a really odd way to word a rule. If the filer knew the last reported o/s number to be incorrect he would have no basis on which to file......without using an unreported number, which he couldn't properly have.

The white knight talks backwards a lot around here.

OT.....FYI from the 13D instructions:

Item 5. Interest in Securities of the Issuer.

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to aquire) by each person named in Item 2.

You're right...No Guessing!

;o)

We should see a Form 4/A.
The fifth item down was mistakenly reported as a disposal versus an acquisition......maybe resulting from an inattentive copy and paste from the previous Form 4 where there was a swap within the funds.

Also, FWIW, the following did NOT appear in the SC 13D/A, which indicates there has not been a change of strategy......only changed Items are required to be reported on an amended SC 13D.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock for investment purposes in the ordinary course of business.

".the sec doesnt release detailed accounts of their investigation, the process or what exactly they did and did not do in each one...and im sure thats why you so smugly ask for proof.. "

They don't.....you're right. Which means that all we have to rely on is your version of common sense, a version that appears by numerous responses to be growing exceedingly uncommon. Please tell those of us who don't see things quite so clearly:
1. Do you have experience in actual SEC investigations that gives you a unique insight into the process?
2. If so, can you provide an example from your personal experience of the SEC preventing an issuer from filing a current report or issuing a press release?
3. If you do not have such experience would you not agree that your personal idea of "common sense" might be better described as simply "my apparently minority opinion".

"I'll be giving up now."

I understand your frustration........and hope to renew your interest.

Correct me if I'm mistaken, but I believe that you are basing this:
"Dicon licenses the technology from H.H. Brown now. That is from SPNG's own description of Dicon. "


on this, from the "acquisition" 8-K:
"On July 9, 2009, SpongeTech Delivery Systems, Inc. (“SpongeTech,” the “Company,” “we,” “us,” or “our”) closed the transaction contemplated by a certain Membership Interest Purchase Agreement, the salient terms of which are set forth in detail under Item 2.01 below. The identities of the parties to this material definitive agreement are set forth below and in the agreement attached as an exhibit to this Current Report on Form 8-K.

Dicon is a manufacturer of certain of the Company’s products. Dicon has also performed research and development services and packaging and shipping services for the Company in the past. Additionally, the Company previously relied upon certain technology patents which are licensed by Dicon."

FWIW, my interpretation of the highlighted text is that the patents are licensed to SPNG by Dicon. And not that the patents used are licensed to Dicon by H H Brown as you indicate. I may be mistaken and welcome your comments, but if your interpretation is correct I believe the proper word to use in the 8-k would have been "to" and not "by".


Finally, I think the Pandoras box is Schedule 4.13 in the MEMBERSHIP INTEREST PURCHASE AGREEMENT, possibly to remain sealed.
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm
Audited financials of Dicon were due, if I remember correctly, 71 days after the closing and haven't been made public if they exist. They MIGHT (should) provide a detailed schedule, but.......

Steve, A quick click through the patents at the link I provided (I believe there may have been several others linked by nilem) shows that not ALL the patents were assigned to H.H.Brown. And the differences between those that were and those that weren't may be important. And I don't believe we have any information regarding non-SPNG licensees to the extent there are any and the terms of those licenses.
Just saying that there's a bunch of information on this subject that we don't have and likely never will due to prior relationships and agreements.

Again, this may be an issue of tricky wording:
"SpongeTech®'s proprietary, patent (and patent-pending) technologies"

The license rendering it proprietary. And the absence of "ed" allowing the interpretation that the technology is patented, while not definitively stating that the patent is Spongetech's.


Some guys get the big bucks for this crap.

And here it is.
http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=4&f=G&l=50&co1=AND&d=PTXT&s1=moskowitz.INNM.&OS=IN/moskowitz&RS=IN/moskowitz

Rav,
We have to watch the language very carefully....it's probably been crafted very carefully.

"SpongeTech® uses an innovative and patented nonabsorbent “sponge-based” technology"

I use an Apple. They could say, truthfully:
"Apple uses an innovative and patented dual-core technology"
even though the patent is held by Intel.

legal,
I'm afraid that the science involved is way over my head and comparing Popovsky's application to Celia's issued patents isn't something I'd feel comfortable tackling. FWIW, it appears that whatever Celia has protection on was in place prior to the Popovsky filing. Which suggests (to me anyway) that Popovsky may be doing something different.....he would've been aware of Celia's work and the legal process is to expensive to justify just taking a poke at it.

SF..."I found the 18-month bit hard to believe".

To clarify:
1. An application is filed.
2&3. Examiners attempt to determine if it's really "new art" and I believe will typically kick it back to the inventor for changes and clarifications. If they come to a point where they are satisfied that it's warranted and adequately documented, a patent is issued. Regardless of the status of that process, after a period of time from the original filing (which I believe to be 18 months) the original filing is published and becomes available for public viewing.

This is just stuff I picked up as a result of bumping into it before, so if it's critical to you you should double-check every word of it.

"Spongetech's claimed patent(s), right?"

Please don't hold me to any of this and throw the terms reportedly, allegedly and purportedly in at random:

It's my understanding that SM's filing of a patent application for a packaging design for the original sponge shape is the only patent-related item that SPNG can lay claim to. That is, until the "acquisition" of Dicon, which I believe to be the original manufacturers of the product. Wayne Celia, who I believe is the President of Dicon, invented a number of products/manufacturing processes which I believe were assigned to Dicon (see the link). An employment agreement was signed with Mr. Celia at the time of the "acquisition". It should be noted that the Popovsky item that you brought up is a patent applied for versus the Celia items, which I believe to be patents granted.

http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=0&f=S&l=50&TERM1=celia%3B+wayne&FIELD1=INNM&co1=AND&TERM2=&FIELD2=&d=PTXT

Good Luck

The patent was originally filed in 2007.....they are usually published 18 months from filing. A most unfortunate coincidence :o)

http://appft1.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=1&f=G&l=50&co1=AND&d=PG01&s1=20090285875.PGNR.&OS=DN/20090285875&RS=DN/20090285875

If the intent of today's PR was to generate market interest, it was underwhelming. Check out the volume:
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=vaev#getQuote

Not a typo.

K....hasher and O-S are probably right, but.....

While we know the basis for the original 10 million shares of Class B issued, there were an additional 18 million shares issued (see Form 3's) without a filing to explain their issuance.
The original batch, issued in 7/08, was in lieu of salaries for SM & MM for three years and for a consulting agreement (8k said for 3 years, but the agreement itself differed significantly) for FL. So, in theory at least, the issuance of 18,000,000 shares, including 5,000,000 for RME was for something else.

I bring this up to suggest that, while I expect that the voting rights of the Class can't be altered by the SEC, the question of whether the last 18,000,000 were properly issued might come up at some point.......possibly resulting in their cancellation???

BTW, I don't think that the fact that the 10K and 10Q were not issued excuses the company from reporting the most recent issuances on an 8-k as:
Item 3.03 Material Modification to Rights of Security Holders.
or
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

There's no question that we should know why they were issued by now.

"gotta be pike"

FWIW:
Pikes 13D was filed on 12/24......after the close of trading but before the close of business at the SEC.

http://www.law.uc.edu/CCL/34ActRls/rule13d-1.html
The 13D rules say:
"2. From the time of the acquisition of 20 percent or more of the class of equity securities until the expiration of the tenth day from the date of the filing of the Schedule 13D pursuant to this section, the person shall not:

i. Vote or direct the voting of the securities described therein,

ii. Acquire an additional beneficial ownership interest in any equity securities of the issuer of the securities, nor of any person controlling the issuer."


If the above is based on calendar days (most of the time if it's business days they say so), the tenth day from the date of the following would've "expired" yesterday........so with the calendar day interpretation he could be buying today. The only thing that makes me wonder about that is the use of the term "expiration" in the rule......a term generally reserved for use when referring to trading days, which might suggest that the rule intended to refer to business days.

luppy,
I think I found the posts in question.
You correctly stated that people had plenty of opportunity to take tax losses since the suspension.
My point was that some people might.....some might argue should.....have been moved to sell by the issuance of the Wells notices. And they were deprived of that opportunity by whoever decided to hold that news until the close of trading on 12/31.....resulting in their need, if so inclined, to sell in 2010, effectively deferring the tax advantage until 2011.

Make sense?

luppy...his friend loanranger said what?
I made no reference at all to day traders. If you have an issue with something I said I'd like to respond, please. Maybe you misunderstood.

This is the ultimate in disdain for shareholders.
If I was long SPNG, holding a losing position and in need of a tax loss, and I found out that this news was held 3 days......costing me that opportunity......my head would explode. Maybe, after some year-end analysis, I took the loss on something else, holding SPNG only to get this news after it was too late to consider its impact on my decision process. And now, if I could use the benefit of the loss, I don't see that benefit until April of 2011.

I'm amazed that I'm not hearing any shareholders registering this kind of complaint.

Thank you.
My questions were an attempt to get a better understanding of the Wells Process. However, your answers seem to be specific to this Wells process. And given that some of your comments ("It's the findings of the investigation" and "Normal shareholders will know the investigation findings very shortly") don't comport with my understanding of the process as it appears in the Enforcement manual, I am once again confused.

I'll make it simple:
Were you responding to my questions as if I were asking about the standard process or the process as it was executed in this case?

Has anyone here ever seen a Wells notice?

The 8-k merely reports the receipt of 3 Wells notices "alleging violations of the federal securities laws contained in Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b), 13(b)(5) of the Exchange Act of 1934, as amended (“Exchange Act”) and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2 thereunder; and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-14 thereunder". It does not quote the notices.

Would the actual Wells notices in the hands of the recipients enumerate the specific acts underlying the alleged violations? Or would the recipients be left to connect the dots themselves? Or would the dots be connected in meetings with the staff and, if so, would they be documented?

Is it reasonable to think that the three notices differ in terms of the allegations included? If so, can anyone discern which allegations are company specific or vice versa?

TIA

It did help. Thanks.

I was just trying to get a better feel for what you knew based on experience versus what you actually knew. And based on your response it's clear that it all falls into the former category. Which is fine and just as valuable as if it were real, as long as the reader recognizes the distinction.

Thanks.

"Your understanding of some the options available to R&H is perfectly correct. "

That's encouraging. Unfortunately I don't understand pretty much everything else in your post.

I asked: "Given that you believe that Pizza Frank has already resigned from something without a filing, would you be as willing to accept that R&H may have done the same? "
Please covert whatever piece of your post was responsive to that into a direct answer.

You say "And this I can tell you with 100% certainty, (1) NONE of the audits are finished"......which means 2 things: 1)You are privy to information that the rest of are not and 2) you should be able to provide a direct answer to the previous question. These are the things I REALLY care about.

I guess the following questions were supposed to be rhetorical (asked in order to produce an effect or to make a statement rather than to elicit information), but they went well over my head and hence had neither an effect nor did they make a statement that I could follow. So, if YOU really care about them, please put them in statement form so a dummy like me can understand them:
"Based on "what did they know and when did they know it", what are R&H's options under AU 316??? I should really say, what are their outside counsel's options??? Knowing full well outside parties relied on previously issued "clean opinions". How does R&H cover their azz?? "

If at any point you feel that you are wasting your time in this effort, feel free to stop.

"I'm willing to bet Franky resigned months ago."

I won't take that bet, but humor me. From the board, from the committee chair or from the committee? Anyplace else that question would be ridiculous, but please answer it anyway.

You've relieved R&H of any responsibility to report to the powers that be, in all its forms. It's my understanding that, had they reported let's call it "illegal acts" (don't make me look it up) to the audit committee and, in the absence of correction, and a non-productive report to the full board, that there would've been an obligation to resign and/or report to the Commission(see below). Given that you believe that Pizza Frank has already resigned from something without a filing, would you be as willing to accept that R&H may have done the same?

http://www.allbusiness.com/legal/legal-services-litigation/12368941-1.html
Whistleblowing Under the Securities Laws

In 1995, as a part of the Private Securities Reform Act, the Securities Exchange Act of 1934 was amended to add a whistleblowing provision (section 10A). The amended statute takes a step-by-step approach to the problem.

When a CPA notes that a client may have participated in an illegal acL the CPA is obligated to determine whether it has occurred. The CPA must then consider the effects on the financial statements (including contingent monetary effects, such as fines, penalties, and damages), and so notify management and the board of directors (or audit committee of the board) unless the act is "clearly inconsequential." The CPA should then consider whether the illegal act has a material effect on the financial statements of the public company, and whether senior management and the board of directors have not taken "timely and appropriate remedial actions." If such failure is expected to warrant departure from a standard auditor's report or cause the auditor to resign, then the CPA is to inform the board of directors about the matter. If the board does not notify the SEC within one business day and furnish the CPA with a copy of its notification, then the CPA has two choices: resign or notify the SEC.

CPAs are specifically protected from being sued as a result of whistleblowing under section 10A. As noted above, whistleblowing under section 10A should qualify as exempt from Rule 301 of the AICPA Code of Professional Conduct (Confidentiality).

Of course I'm not serious.

Except maybe for this:
1. the preparation or auditing of financial statements of generally comparable issuers;

8 pizza joints x $500/day x 300 days/yr. = $12,000,000/yr.

Still not terribly serious. But........

We agree.
But I wonder if you don't underestimate the extent of the financial expertise that Frank may have developed on his way to becoming a pizza mogul. He wouldn't be the first
"financial expert" to come up through the ranks, picking up bits and pieces of the following along the way:

Considerations. In defining the term "financial expert" for purposes of subsection (a), the Commission shall consider whether a person has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller, or principal accounting officer of an issuer, or from a position involving the performance of similar functions--

1. an understanding of generally accepted accounting principles and financial statements;

2. experience in--

1. the preparation or auditing of financial statements of generally comparable issuers; and

2. the application of such principles in connection with the accounting for estimates, accruals, and reserves;

3. experience with internal accounting controls; and

4. an understanding of audit committee functions.

A one man conglomerate requires a level of business acumen that could at least have brushed up against all of that.



or heard of some of it.

And it's the PCAOB. And you made the rest of those numbers up.

"SPNG has no Audit Committee."

Sure they do. And its name is Frank.

karma......re-read, please.

"I can't find a specific length of time allotted for a Wells Submission,"

That's probably because there isn't one.....at least not in the SEC Enforcement Manual. It does indicate that a time to respond must be provided by staff when the notice is delivered, but no fixed time is specified.

I don't think the SEC crew would react much at all to that........probably a couple muffled snickers, if anything. They've seen it all before.

Besides, isn't that the same guy who said, “We were surprised to see that the staff of the SEC decided to suspend trading in our shares yesterday."???



ps. Risi's SEC link is a keeper. It will serve you well.

OT........here's a link to the SEC Enforcement Manual:
http://www.sec.gov/divisions/enforce/enforcementmanual.pdf

The Wells Process section is Section 2.4.........pretty sure you won't find the words prerequisite and Wells connected in any way. Please let me know if you do.

As far as "recently revised settlement procedures" are concerned, the linked manual was published a year AFTER the referenced 8-K. So I think Interpublic was probably just trying to suggest to their shareholders that the Wells notice was a pre-settlement notification when it was actually a promise to litigate in the absence of a settlement. Shifty fellas.

There's a guy, initials DF, that tried to posture the notice the same way last night.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45029650

For reference purposes:
Following are the headings which briefly describe the laws and rules related to the alleged "violations of the federal securities laws contained in Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b), 13(b)(5) of the Exchange Act of 1934, as amended (“Exchange Act”) and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2 thereunder; and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-14 thereunder."

Details of the laws and rules can be found by a simple search of:
http://www.law.uc.edu/CCL/xyz/sldtoc.html
It would appear that the reasons offered for the suspension as outlined in the suspension notice can be readily traced to items on the following list.


Securities Act of 1933
Section 5 -- Prohibitions Relating to Interstate Commerce and the Mails
a. Sale or delivery after sale of unregistered securities
c. Necessity of filing registration statement

Section 17 -- Fraudulent Interstate Transactions
a. Use of interstate commerce for purpose of fraud or deceit

XXXXXXXXXXXXXXXXXX

Securities Exchange Act of 1934
Section 10 -- Manipulative and Deceptive Devices
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.

Section 13 -- Periodical and Other Reports
(b)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 10b-5 -- Employment of Manipulative and Deceptive Devices

Rule 13b2-1 -- Falsification of Accounting Records

Rule 13b2-2 -- Representations and Conduct in Connection with the Preparation of Required Reports and Documents

__________________________

Section 13 -- Periodical and Other Reports
a. Reports by issuer of security; contents
b. Form of report; books, records, and internal accounting; directives
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--

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

Rule 13a-11 -- Current Reports on Form 8-K

Rule 13a-13 -- Quarterly Reports on Form 10-Q and Form 10-QSB

Rule 13a-14 -- Certification Of Disclosure In Annual And Quarterly Reports

"Has anyone talked about this yet? "

Not as far as I noticed.
I don't know anything about the issue, so I looked back and found that his previous 13D (in 2003) carried the same phrase. I also noticed that the instructions call for the following:

(4) Classify the source of funds or other consideration used or to be used in making the purchases as required to be disclosed pursuant to Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if more than one is necessary in row (4):

Category of Source

Symbol

Subject Company (Company whose securities are being acquired)
SC

Bank
BK

Affiliate (of reporting person)
AF

Working Capital (of reporting person)
WC

Personal Funds (of reporting person)
PF

Other
OO

So, if I understand correctly, the Pike phrase blurs the categories by implying that while the funds used were working capital funds, some of those funds could have been borrowed using securities as collateral. I looked over a bunch of 13D's and did not see similar "qualifiers". Is that the issue that has your interest and, if so, why? Or is it something else?

BTW, Happy New Year!

That's what the manual wants 'em to do. I guess it's a function of the complexity of the case and the staff's workload.