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NBA signs with SPNGE today.........what's really going on.......Business News
Cleveland Cavaliers and SpongeTech Partner for 2009 NBA Season
Cleveland Cavaliers and SpongeTech Partner for 2009 NBA Season
Buffalo, NY 10/21/2009 10:54 PM GMT (TransWorldNews)
SpongeTech Delivery Systems, Inc. (OTC: SPNG) has partnered with the Cleveland Cavaliers. SpongeTech has become a proud partner of the Cavaliers and will receive courtside signage and media exposure through their partnership. The deal continues to establish SpongeTech as the newest major player in the US sports sponsorship landscape.
SpongeTech currently sponsors the New York Knicks, several NHL teams and eight NFL teams. The company will continue to grow their sports sponsorship portfolio. The company previously sponsored MLB teams, the World Football Challenge, the US Open and pro boxing.
QUESTION>>>>>>>>>>>>>>>
Does this mean they will be changing their ticker and all previous funds will be lost or will they too transfer over, or will they remain as Iove and whenever this special day comes then you'll just get bonus shares
Form 8-K for ACCREDITED BUSINESS CONSOLIDATORS CORP.
--------------------------------------------------------------------------------
20-Oct-2009
Material Modification to Rights of Security Holders
ITEM 3.03 Material Modification of Rights of Securities Holders
On October 19, 2009, Accredited Business Consolidators Corp. (trading as the Italian Oven, OTC: IOVE), issued a resolution for the purpose of divesting itself of majority control of subsidiary Richwood Eco Ventures, Inc. The Company will release the majority of the shares owned by it to its shareholders through a stock dividend of one share of Richwood Eco Ventures, Inc., for each share of IOVE. Shareholders need to monitor the releases from the Company to be notified of the ex date and for instructions on how to receive the dividend shares for those who hold certificates. Shareholders with shares held by a broker will automatically receive their shares through the DTCC.
There are presently 999,999,999 shares of Richwood Eco Ventures, Inc., authorized.
Once the dividend is accomplished, IOVE along with the new management of Richwood Eco Ventures Inc. will take the steps necessary to file a registration statement with the Securities and Exchange Commission to register the securities. Once the shares are registered, Richwood Eco Ventures, Inc. will seek a market maker to quote its shares on the OTCBB. There is no absolute guarantee that a market maker will choose to make a market in the stock or that FINRA will issue a symbol to the new company, but with over 600 certificated shareholders and over 300 shareholders with the DTCC, the Company believes the request is reasonable.
The total number of authorized IOVE common shares is 450,000,000. Common shares outstanding is 436,399,500. 328,018,200 shares are in the public float and on hand with CEDE & Co., 70,546,600 shares are restricted in certificate form, and 37,834,700 shares are unrestricted but in certificate form. No additional common shares will be issued until after April 2010 pursuant to a share issuance moratorium.
The Rosen Law Firm Files Securities Class Action Charging SpongeTech Delivery Systems, Inc. With Securities Fraud -- SPNGE.OB, SPNG.OB
Press Release
Source: The Rosen Law Firm PA
On 8:00 pm EDT, Friday October 9, 2009
Buzz up! 1 Print.Companies:SpongeTech Delivery Systems, Inc.
NEW YORK, NY--(Marketwire - 10/09/09) - The Rosen Law Firm today announced it has filed a class action lawsuit on behalf of all purchasers of SpongeTech Delivery Systems, Inc. ("SpongeTech" or the "Company") (OTC.BB:SPNGE - News) (OTC.BB:SPNG - News) stock between April 15, 2008 and October 5, 2009, inclusive (the "Class Period").
Related Quotes
Symbol Price Change
SPNGE.OB 0.06 0.00
{"s" : "spnge.ob","k" : "c10,l10,p20,t10","o" : "","j" : ""} To join the SpongeTech class action, go to the website at http://www.rosenlegal.com or call Laurence Rosen, Esq. or Phillip Kim, Esq. toll-free at 866-767-3653 or email lrosen@rosenlegal.com or pkim@rosenlegal.com for information on the class action.
The case is pending in the United States District Court for the Southern District of New York as case no. 09-CV-8616 (JGK). You can obtain a copy of the complaint from the clerk of court or you may contact counsel for plaintiffs Laurence Rosen, Esq. or Phillip Kim, Esq. toll-free at 866-767-3653 or email lrosen@rosenlegal.com or pkim@rosenlegal.com.
NO CLASS HAS YET BEEN CERTIFIED IN THE ABOVE ACTION. UNTIL A CLASS IS CERTIFIED, YOU ARE NOT REPRESENTED BY COUNSEL UNLESS YOU RETAIN ONE. YOU MAY ALSO REMAIN AN ABSENT CLASS MEMBER. YOU MAY RETAIN COUNSEL OF YOUR CHOICE.
The complaint charges that SpongeTech, its CEO Michael Metter, CFO Steven Moskowitz and director Frank Lazauskas violated federal securities laws by issuing false and misleading financial information to investors and engaging in a stock manipulation scheme.
The complaint alleges that SpongeTech misrepresented its sales revenues, failed to disclose alleged short selling of the Company's stock by certain, and improperly forged opinion letters of counsel in order to permit the sale of the Company's stock. The complaint further alleges that as the truth of the scheme was disclosed publicly the price of SpongeTech stock fell dramatically -- damaging investors.
As a result of this alleged misconduct, the Company is the subject of a formal SEC investigation and the SEC has temporarily suspended trading in the Company's stock.
A class action lawsuit has already been filed on behalf of SpongeTech shareholders. If you wish to serve as lead plaintiff, you must move the Court no later than December 8, 2009. If you wish to join the litigation or to discuss your rights or interests regarding this class action, please contact plaintiff's counsel, Laurence Rosen, Esq. or Phillip Kim, Esq. of The Rosen Law Firm toll free at 866-767-3653 or via e-mail at lrosen@rosenlegal.com or pkim@rosenlegal.com.
The Rosen Law Firm focuses on prosecuting securities class action litigation and actions involving financial fraud. The Rosen Law Firm represents investors throughout the globe concentrating its practice in securities class actions.
Contact:
Contact:Laurence Rosen, Esq.Phillip Kim, Esq.The Rosen Law Firm P.A.Tel: (212) 686-1060Weekends Tel: (917) 797-4425Toll Free: 1-866--767-3653Fax: (212) 202-3827350 5th Avenue, Suite 5508New York, New York 10118Email ContactEmail Contactwww.rosenlegal.com
For my SPNGE family and friends be sure to claim your refund
The Rosen Law Firm Files Securities Class Action Charging SpongeTech Delivery Systems, Inc. With Securities Fraud -- SPNGE.OB, SPNG.OB
Press Release
Source: The Rosen Law Firm PA
On 8:00 pm EDT, Friday October 9, 2009
Buzz up! 1 Print.Companies:SpongeTech Delivery Systems, Inc.
NEW YORK, NY--(Marketwire - 10/09/09) - The Rosen Law Firm today announced it has filed a class action lawsuit on behalf of all purchasers of SpongeTech Delivery Systems, Inc. ("SpongeTech" or the "Company") (OTC.BB:SPNGE - News) (OTC.BB:SPNG - News) stock between April 15, 2008 and October 5, 2009, inclusive (the "Class Period").
Related Quotes
Symbol Price Change
SPNGE.OB 0.06 0.00
{"s" : "spnge.ob","k" : "c10,l10,p20,t10","o" : "","j" : ""} To join the SpongeTech class action, go to the website at http://www.rosenlegal.com or call Laurence Rosen, Esq. or Phillip Kim, Esq. toll-free at 866-767-3653 or email lrosen@rosenlegal.com or pkim@rosenlegal.com for information on the class action.
The case is pending in the United States District Court for the Southern District of New York as case no. 09-CV-8616 (JGK). You can obtain a copy of the complaint from the clerk of court or you may contact counsel for plaintiffs Laurence Rosen, Esq. or Phillip Kim, Esq. toll-free at 866-767-3653 or email lrosen@rosenlegal.com or pkim@rosenlegal.com.
NO CLASS HAS YET BEEN CERTIFIED IN THE ABOVE ACTION. UNTIL A CLASS IS CERTIFIED, YOU ARE NOT REPRESENTED BY COUNSEL UNLESS YOU RETAIN ONE. YOU MAY ALSO REMAIN AN ABSENT CLASS MEMBER. YOU MAY RETAIN COUNSEL OF YOUR CHOICE.
The complaint charges that SpongeTech, its CEO Michael Metter, CFO Steven Moskowitz and director Frank Lazauskas violated federal securities laws by issuing false and misleading financial information to investors and engaging in a stock manipulation scheme.
The complaint alleges that SpongeTech misrepresented its sales revenues, failed to disclose alleged short selling of the Company's stock by certain, and improperly forged opinion letters of counsel in order to permit the sale of the Company's stock. The complaint further alleges that as the truth of the scheme was disclosed publicly the price of SpongeTech stock fell dramatically -- damaging investors.
As a result of this alleged misconduct, the Company is the subject of a formal SEC investigation and the SEC has temporarily suspended trading in the Company's stock.
A class action lawsuit has already been filed on behalf of SpongeTech shareholders. If you wish to serve as lead plaintiff, you must move the Court no later than December 8, 2009. If you wish to join the litigation or to discuss your rights or interests regarding this class action, please contact plaintiff's counsel, Laurence Rosen, Esq. or Phillip Kim, Esq. of The Rosen Law Firm toll free at 866-767-3653 or via e-mail at lrosen@rosenlegal.com or pkim@rosenlegal.com.
The Rosen Law Firm focuses on prosecuting securities class action litigation and actions involving financial fraud. The Rosen Law Firm represents investors throughout the globe concentrating its practice in securities class actions.
Contact:
Contact:Laurence Rosen, Esq.Phillip Kim, Esq.The Rosen Law Firm P.A.Tel: (212) 686-1060Weekends Tel: (917) 797-4425Toll Free: 1-866--767-3653Fax: (212) 202-3827350 5th Avenue, Suite 5508New York, New York 10118Email ContactEmail Contactwww.rosenlegal.com
They will be coming off their suspension, things are beginning to move this ought to be interesting to watch this musical event, I know SPNGE is coming out as a champ but, who with and when?
GETFU may be a friend of SPNGE, what is their primary, secondary connection, do they know each other the 2 CEO's I'm speaking off MM, wow, if GETFU has SPNGE under their wing and this is the whole reason this all went down is because GETFU pulled the plug on SPNGE FAKE its SPNGE fakes money not our SPNGE and that being the case this is another reason to use this suspension as an opportunity to sort things out..........I predict SPNGE comes out with commaraderie with GETFU.....
ooooh look what I found, maybe old to you but new to me, now what is going on I can visualize a mosh, SPNGE VANITY GETFU SPNGE FAKE who is who, what the heck is going on
Vanity Events Holding, Inc. Cancels Previously Announced Plans to Make Investment in GetFugu, Inc.
Press Release
Source: Vanity Events Holding, Inc.
On 5:00 pm EDT, Friday October 9, 2009
Buzz up! 0 Print.Companies:Vanity Events Holding, Inc.
NEW YORK--(BUSINESS WIRE)--Vanity Events Holding, Inc. (“Vanity”) (OTCBB: VAEV - News) announced today that the Company had determined not to proceed with its investment plans in GetFugu, Inc. The Company had previously announced its intent to invest $1 million into GetFugu’s mobile based web search and e-commerce technology.
Related Quotes
Symbol Price Change
VAEV.OB 1.20 -0.15
“After further consideration, the Company determined that, at this time, it was in its best interest to rescind the plans to invest in GetFugu and its technology,” commented CEO of Vanity, Steven Moskowitz. “We do believe their technology is exciting and could change the way consumers purchase products via their mobile phones and we wish them well on their launch.”
Contrary to any press releases or other statements issued by GetFugu, the transaction was canceled prior to the execution of any definitive documentation between the parties and no funds were advanced or invested by Vanity.
yeah like CMGR
explain this printmail01
They didn't jhave to they froze their ticker
what do you mean, what is this all about........this is what is a small piece of this whole mess that SPNGE is going through if you read my post amyjoe you too will see the picture
stock issued to RM Enterprises................SpongeTech (SPNG) Responds to Concerns of Dilution and Loans
Filed under: SPNG— SmallCapNetwork Editor @ 9:02 am
Well, I’m not entirely surprised to see this morning’s letter from SpongeTech (SPNG) CEO Michael Metter. (We may have even helped prompt it.) It was a follow-up letter to the recent 8K, in which we learned more about the stock-as-collateral loan from RM Enterprises. My take? Metter answers some of the concerns by making a good point, but other questions still aren’t answered.
In the company’s defense, the stock is restricted, so it’s not going to be sold anytime soon. That’s good for current owners. I’m not sure how much longer it’s restricted (I think the issue dates are staggered), but I think Metter and the management team do recognize that if they do sell it, it will likely drive the price under what they paid for it…..which was something around 1.9 cents. That’s a plus for shareholders.
The letter still doesn’t answer the question about why stock had to be put up (newly issued, no less) as collateral for the loan. Why not just a regular debt loan? If it’s going to be repaid internally, what’s the difference?
He also pointed out that the odds of them getting a bank loan were nil. No argument there - that’s pretty much the case with any upstart. I have no issue with that fact.
One thing that’s been obvious but so far unstated….for as much dilution and discounted stock purchases - potential or otherwise - we’ve seen, the guys running the company are putting up and risking their own money. If it were someone else’s money, I’d be completely unimpressed. They’re putting their money where their mouth is though.
Still no explanation yet on authorizing the additional 400 million shares. As I mentioned before, why do it if you’re not going to need it?
Bottom line? The question is simple - will the per-share value be greater with the benefit of this dilution, or would we have been better off without dilution of the per-share value, knowing that sales would have been considerably weaker? (Which is the lesser of two evils?)
My math says just accept the dilution and the uncertainty of the stock buy-back, as it’s still a better reward than no growth (which has been funded by the dilution). I’m still not wild about it, but you have to keep the bigger picture in mind.
The only downside I see is that the market’s probably not going to be interested in being a net buyer of SPNG until some of these potential dilutive forces are taken off the table (i.e. RM’s stock is bought back). That makes this a long-term idea, which is fine since they’re also going to be doing $30 million in sales over the next 18 months. This should be a long-term idea.
Here’s the letter.
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1 Comment »
1.Hi, I was wondering if you could give a breakdown of where the sales backlog has come from. I believe Dubai was a big chunk? Thanks.
Editor’s response: Good point. Yes, Dubai and S.A. Trading are their two biggest (and only) customers I seem to recall. I don’t think one is significantly bigger than the other. Either way, that’s still a lot of concentration.
However, when in doubt, go to the 1-Q, right? Here’s what I pulled out of the latest SEC filing…
We have derived, and believe that we will continue to derive, a significant portion of our revenues from a limited number of customers. To the extent that any significant customer purchases less of our products or terminates its relationship with us, our revenues could decline significantly. As a result, the loss of any significant customer could seriously harm our business. For the fiscal year ended May 31, 2008, we had three separate customers which accounted for 31.6%, 29.3% and 9.7% of our revenues….Other than under existing contractual obligations, none of our customers is obligated to purchase additional products from us. As a result, the volume of sales that we make to a specific customer is likely to vary from period to period, and a significant customer in one period may not purchase our products in a subsequent period.
I don’t know who that 9.7% buyer is, but I’m certain the two big ones are Dubai and S.A. Trading.
Risky? Yeah, but both of those customers have come back for more, wanting bigger quantities with subsequent orders. I do know they’re working on other avenues or distributors, but I don’t know if any of them are on board yet. As for being over-concentrated, I don’t see it being as big of a risk for SpongeTech as I do for other companies. Bear in mind they’re also developing other products right now, which will appeal to different distributors.
Thanks for bringing it up - that’s something we need to keep tabs on.
Comment by Derek H — 9/5/2008 @ 3:29 am
new york times post I am referring to in case you haven't seen it ...........SPONGETECH IS ALL WET - EX-ATTORNEY CLAIMS FORGERY
By KAJA WHITEHOUSE
Publication: The New York Post
Date: Tuesday, September 22 2009
You are viewing page 1
A former attorney for SpongeTech, a New York company known for making soap-filled sponges it sells through infomercials, says the company forged dozens of legal documents tied to its issuance of stock.
SpongeTech, which boasts that sales skyrocketed 900 percent this year, received international
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attention earlier this month when tennis star Serena Williams screamed at a US Open tennis championship line judge in front of one of its ads.
But on Friday the company's stock was tagged with the financial equivalent of a scarlet letter: The letter "e" was appended to its ticker for failing to file financial results with the SEC. The company says it had to restate its last two years of financial results because of a problem with its auditor, and as a result is late with its annual filing.
The accusations of forgery and "identity theft" come from Norfolk, Conn. attorney Joel Pensley, who said in a letter to the Securities and Exchange Commission that he was "dumbfounded" to learn that his name was being used in "as many as one hundred opinion letters for various shareholders."
Pensley told the SEC that he would not have written such letters. "I question the legality of the transactions," he wrote.
A copy of the letter obtained by The Post shows it was addressed to Robert Khuzami, head of the SEC's enforcement division.
Neither Pensley nor the SEC responded to repeated requests for comment, but Pensley's business partner, Maureen Abato, confirmed the letter's authenticity.
You are viewing page 2
A former attorney for SpongeTech, a New York company known for making soap-filled sponges it sells through infomercials, says the company forged dozens of legal documents tied to its issuance of stock.
SpongeTech, which boasts that sales skyrocketed 900 percent this year, received international
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attention earlier this month when tennis star Serena Williams screamed at a US Open tennis championship line judge in front of one of its ads.
But on Friday the company's stock was tagged with the financial equivalent of a scarlet letter: The letter "e" was appended to its ticker for failing to file financial results with the SEC. The company says it had to restate its last two years of financial results because of a problem with its auditor, and as a result is late with its annual filing.
The accusations of forgery and "identity theft" come from Norfolk, Conn. attorney Joel Pensley, who said in a letter to the Securities and Exchange Commission that he was "dumbfounded" to learn that his name was being used in "as many as one hundred opinion letters for various shareholders."
Pensley told the SEC that he would not have written such letters. "I question the legality of the transactions," he wrote.
A copy of the letter obtained by The Post shows it was addressed to Robert Khuzami, head of the SEC's enforcement division.
Neither Pensley nor the SEC responded to repeated requests for comment, but Pensley's business partner, Maureen Abato, confirmed the letter's authenticity.
"Why would they want to run that risk? I don't get it," said Abato, who is based in Brooklyn and whose name and address is on the letterhead with Pensley's. "It raises questions about their whole operation."
Abato said that after learning about the documents, their firm, Pensley & Abato, sent a cease-and-desist letter to SpongeTech. She said SpongeTech CFO Steve Moskowitz claimed the company had authority to use the law firm's name in the legal documents, but agreed to stop.
In June SpongeTech projected a whopping $50 million in revenue for the fiscal year ended in May, up from $5.6 million for 2008. But those numbers have raised questions within the industry.
Michael Popovsky, CEO of LA-based sponge maker Spongeables, a SpongeTech rival, scoffs at the idea that a company that sells sponges with soap in them can generate $50 million in annual revenue.
"Impossible," he said. "Categorically not."
Popovsky said industry sales tend to be in the $5 million to $10 million range.
Among Popovsky's biggest customers are national retailers such as Wal-Mart, CVS/Caremark and Rite-Aid.
SpongeTech, by contrast, lists among its biggest customers several lesser-known companies, like New Century Media, which a SpongeTech spokesman said is "based in Europe," declining to provide further specifics. Another company, SA Trading, is based in Caracas, Venezuela, he said. The only US record of an SA Trading shows a now-defunct company incorporated in Illinois.
It's also unclear how many shares SpongeTech currently has outstanding. Prior to its last quarterly filing, the company had 1.2 billion shares outstanding, putting it on par with eBay and overshadowing shares outstanding at both Apple and Pfizer combined.
"I am shocked and aggrieved that my name and reputation could be sullied in this manner," Pensley said in the letter to Khuzami. Pensley said in the letter that he learned of the forgery from New Jersey stock services company Olde Monmouth Stock Transfer Co.
A letter from Olde Monmouth's attorney, Richard Fox, also addressed to Khuzami, said the forged documents relate to stock issued to RM Enterprises, SpongeTech's largest shareholder. RM Enterprises is controlled by the company's executives, including Moskowitz and CEO Michael Metter, according to SEC filings. Metter recently denied to The Post that he's a director or officer of the company.
Fox, when reached by The Post, said he couldn't comment before abruptly hanging up the phone.
Actually the more I use my sociological imagination to unravel this mess the more confused I become, I can't figure out now if GETFU didn't give the money back out of respect to SPNGE because SPNGE FAKE was a forgery......... I am so confused at how much confusion this SPNGE Fake is really bringing, I am becomming very grateful that they froze this ticker because I might have pulled out, the deeper you dig into this thing the more confusing it becomes, and I know one thing SPNGE is not suing himself, this Sponge fake has been publicly accused of forgery and identity theft in connection with attorney opinion letters allegedly forged by Sponge fake.
GETFU says......In addition, in researching these events, it came to our attention that the payor in each of the electronic wires described above was RM Enterprises International, Ltd.,.......(Who is RM, if you find out who RM players are you find the truth of who planned on taking or replacing our SPNGE..and probably associated to the faulty, forging auditors) not SpongeTech or Vanity. We are unsure about the connection of RM Enterprises with SpongeTech or Vanity. RM Enterprises was never considered by GetFugu to be a party to the proposed investment, and we were previously unaware of the existence of RM Enterprises. We find troubling the fact that monies have come from this entity, rather than SpongeTech or Vanity as originally intended and as publicly announced by all parties.
In light of these events, we have concluded that GetFugu can no longer be associated with SpongeTech or Vanity, and our continued public association with SpongeTech and its potentially illegal activities is jeopardizing GetFugu and its continued viability. We therefore have no choice but to immediately terminate any further negotiations regarding an investment in the Company or any other business transaction.
I still think this is what this freeze is truly about and don't forget GETFU has partnered with MS.....the freeze is up on the 16th the same date they were prepared to submit their paperwork by, the suspension will not lift any sooner even if they turned in their papers today............
Premise #1 "the.... temporary suspension of trading... in the shares of common stock of Spongetech Delivery Systems, Inc. ....(the "Company")..... The suspension commenced at 9:30 a.m. on October 5, 2009 and is ....scheduled..... to terminate at 11:59 p.m. on October 16, 2009.
Premise #2 Press Release
Source: SpongeTech® Delivery Systems, Inc.
On 9:30 am EDT, Monday October 5, 2009 (on what day?)
Buzz up! 1 Print.NEW YORK--(BUSINESS WIRE)--SpongeTech® Delivery Systems, Inc. (the “Company”) “The Smarter Sponge™”, (OTCBB: SPNGE - News), today announced that the Company has filed a trademark infringement lawsuit against Spongetech, Inc. ("STI") STI's CEO made statements to the New York Post that defamed the Company, as a result, injuring the Company's reputation and exposing the Company to public hatred, contempt, ridicule, and/or degradation.(re-read this statement....The Commission is of the....opinion... that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company.)This could also mean because of SPNGE being exposed to public hatred through SPNGE fake through the NY times that the SEC could also be doing this as a favor to SPNGE so the stock won't fall as they go through these 2 lawsuits and redeem their public image, as SPNGE states in the above article that they have tried to ask SPNGE Fake to stop but they haven't (who are the players of SPNGE fake) and MS connection, and if SPNGE fake can break our SPNGE, GETFU gets to keep their money, the previous savotaging auditors that didn't file and our SPNGE was shocked (remember) that it wasn't done...........somehow someone saved our SPNGE by busting those faulty auditors...because SPNGE almost lost their whole company...and SPNGE fake would have assumed their company merged with FUGU who's partnered with MS and everything our SPNGE worked for would be gone............this is a real sad story, the only problem is we need to rally around our spnge........imagine what they are going through 2 lawsuits and they have till the 16th to complete their paperwork....
The best thing they did was freeze their company.... I hope SPNGE will add additional penalties to SPNGE fake for the days they are unable to do business (after all you can't file and focus on paperwork when STI is injuring their company........so focus up and freeze the company(temporary freeze the SEC stated)
CEO Michael Metter states, “While we have made numerous attempts to settle this amicably with STI in the past, recent actions by STI have resulted us to seek legal actions. (Metter appears to be compassionate to this STI bully)
Premise #3 GETFU has begun to fall and as each day draws nearer to the 16th the stock appears to drop even more, which only goes to reflect that SPNGE will be getting their money and in order to get their money they will be up and running.
Premise #4 (NEWS TODAY) Stocks Fall After 2-Day Rally As Earnings Loom- AP
Investors waiting for earnings reports to start in earnest sent stocks modestly lower Wednesday following a two-day spike.
(who's earning reports could they be talking about, and what happen just 2 days ago?)
Form 8-K for GETFUGU, INC.
--------------------------------------------------------------------------------
1-Oct-2009
Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 24, 2009, we terminated our relationship with SpongeTech Delivery Systems, Inc. and Vanity Events Holdings, Ltd., and rejected any proposed investment by either of them, due to allegations of wrongdoing against SpongeTech. No stock was ever issued to SpongeTech or Vanity.
We received $1.75 million of the proposed $5 million investment. Until we determine the full nature and extent of any wrongdoing by SpongeTech and its affiliates, we have a fiduciary obligation to retain the funds, and therefore are unable to return any funds at this time. To date we have not been provided with sufficient information, and investigation remains ongoing. We have informed SpongeTech and Vanity that we will not accept any further funds, and that we will return the amounts received to date as soon as we are able.
On September 30, 2009, SpongeTech filed an action against us seeking return of the funds and other relief. The September 24, 2009 letter from us to SpongeTech, a copy which is attached to the complaint, states in pertinent part as follows:
"In recent days, the management of GetFugu has become aware of the following Information:
We have reason to believe that you have been engaging in short selling of Company stock in anticipation of your proposed investment in the Company in violation of federal securities laws.
SpongeTech has been publicly accused of forgery and identity theft in connection with attorney opinion letters allegedly forged by SpongeTech.
In addition, in researching these events, it came to our attention that the payor in each of the electronic wires described above was RM Enterprises International, Ltd., not SpongeTech or Vanity. We are unsure about the connection of RM Enterprises with SpongeTech or Vanity. RM Enterprises was never considered by GetFugu to be a party to the proposed investment, and we were previously unaware of the existence of RM Enterprises. We find troubling the fact that monies have come from this entity, rather than SpongeTech or Vanity as originally intended and as publicly announced by all parties.
In light of these events, we have concluded that GetFugu can no longer be associated with SpongeTech or Vanity, and our continued public association with SpongeTech and its potentially illegal activities is jeopardizing GetFugu and its continued viability. We therefore have no choice but to immediately terminate any further negotiations regarding an investment in the Company or any other business transaction.
Please consider this a revocation of your pending investment transaction in the Company, effective immediately. The Company also rescinds any 'offer' that we may have made to issue or sell to you our securities or provide you with our mobile search services, and any other type of business transaction. We also rescind the signature pages that our counsel sent to your counsel on September 10, 2009 in escrow pending completion of the definitive documents. No countersignature from SpongeTech or Vanity was ever received."
We believe that the lawsuit is completely without merit and that there is no reasonable likelihood of a material adverse result, particularly given the alleged wrongdoing by SpongeTech and that it never executed any of the proposed agreements and never sent us any funds. In the event that SpongeTech attempts to proceed with its action, we will vigorously defend, and will pursue all appropriate counterclaims.
Unless otherwise required by law, we disclaim any obligations to release publicly any updates or changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statements are based.
yes cashmachine.................I think we are gonna make it my friend, we can wave to all those that jumped off as we blast off with all our friends amongst this board...............and noone can get on either because the ticker is locked down............I bet it will be a feeding frenzy, maybe this was all part of the plan...............create all this pr, lock it down and then explode.......especially with the way the pr came out on a Friday, do you realize how many people are watching this process waiting on the verdict, sponge(bob) is bigggggggggg news that has drawn mega PR and as we all know Spongetech loves PR especially free PR, you couldn't even buy the PR they've recieved,,,,,,,,,,,,without spending millions upon millions, I also noticed GetFugu has declined and we will preveil on both lawsuits watch................pretty soon we can all chime together "WERE IN THE MONEY, WERE IN THE MONEY"
Form 8-K for SPONGETECH DELIVERY SYSTEMS INC
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6-Oct-2009
Other Events, Financial Statements and Exhibits
Item 8.01 Other Events.
On October 5, 2009, the U.S. Securities and Exchange Commission (the "Commission") announced the temporary suspension of trading in the shares of common stock of Spongetech Delivery Systems, Inc. (the "Company"). The suspension commenced at 9:30 a.m. on October 5, 2009 and is scheduled to terminate at 11:59 p.m. on October 16, 2009.
The Commission announced that trading was temporarily suspended because of questions that have been raised about the accuracy and adequacy of publicly disseminated information concerning among other things, the amount of sales and customer orders received by the Company, investment agreements entered into by the Company and the Company's revenues as reported in its financial statements. In addition, the Commission announcement noted that the Company has not filed any periodic reports since its Quarterly Report on Form 10-Q for the period ended February 28, 2009.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release, dated October 6, 2009.
SpongeTech® Delivery Systems, Inc. Addresses Temporary Suspension in Trading
Press Release
Source: SpongeTech® Delivery Systems, Inc.
On Tuesday October 6, 2009, 5:17 pm EDT
Buzz up! 0 Print.Companies:SpongeTech Delivery Systems, Inc.
NEW YORK--(BUSINESS WIRE)--SpongeTech® Delivery Systems, Inc. (the “Company”) “The Smarter Sponge™”, (OTCBB: SPNGE - News), today announced that its shares of common stock were temporarily suspended from trading on the OTC Bulletin Board by the U.S. Securities and Exchange Commission (SEC) on Monday October 5, 2009 and expects the suspension to terminate at 11:59 p.m. EDT on Oct. 16, 2009. The Company and its auditors are in the process of finalizing the re-audit of its 2008 financial statements and the audit of its 2009 financial statements and anticipates on filing them with the SEC by October 16, 2009.
The SEC announced that trading was temporarily suspended because of questions that have been raised about the accuracy and adequacy of publicly disseminated information concerning among other things, the amount of sales and customer orders received by the Company, investment agreements entered into by the Company and the Company’s revenues as reported in its financial statements. In addition, the SEC’s announcement noted that the Company has not filed any periodic reports since its Quarterly Report on Form 10-Q for the period ended February 28, 2009.
As reported in the Company's recent press release dated October 2, 2009, the delay in filing its Annual Report on Form 10-K for year ended May 31, 2009 is due to the Company’s former auditor having its registration revoked by the PCAOB (Public Company Accounting Oversight Board). As a result, the Company’s financial statements for the 2008 fiscal year is being re-audited and the financial statements for the 2009 fiscal year is being audited by the Company’s new auditing firm, Robison, Hill & Co.
Steven Moskowitz, the Company’s Chief Financial Officer, stated, “We were surprised to see that the staff of the SEC decided to suspend trading in our shares yesterday. We are cooperating fully with the SEC staff in connection with their investigation and are working diligently with our new auditors to finalize our Annual Report. It is our intention to provide the SEC staff with all requested materials so that they can conclude their investigation as soon as possible.”
About SpongeTech® Delivery Systems, Inc.
SpongeTech® Delivery Systems is a company which designs, produces, and markets unique lines of reusable cleaning products for Car Care, Child Care, Home Care and Pet Care usages. These sponge-like products utilize SpongeTech®'s proprietary, patent (and patent-pending) technologies and other technologies involving hydrophilic (liquid absorbing) foam, polyurethane matrices or other ingredients. The Company's sponge-like products are pre-loaded with specially formulated ingredients such as soap, conditioner and/or wax that are released when the sponge is soaked and applied to a surface with minimal pressure. SpongeTech® is currently exploring additional applications for its technology in the health, beauty, and medical markets. SpongeTech® Delivery Systems, Inc. intends to globally brand its products as The Smarter Sponge™ .
Safe Harbor Statement
Under The Private Securities Litigation Reform Act of 1995: The statements in this press release that relate to the Company's expectations with regard to the future impact on the Company's results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements may not occur. Additional risks and uncertainties are set forth in the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 2008 and the Company's Quarterly Report on Form 10-Q for the third fiscal quarter ended February 28, 2009. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectations.
Contact:
SpongeTech® Delivery Systems, Inc.Investor Relations, 1-877-776-6438info@spongetech.com