Spongetech Delivery Systems, Inc. (fka SPNGQ)

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Corporate Background

We were formed on June 18, 1999, under the name Romantic Scents, Inc. On June
12, 2001, Romantic Scents, Inc. changed its name to RSI Enterprises, Inc., and,
on October 2, 2002, changed its name to Spongetech International Ltd. On July
15, 2002, we entered into a stock purchase agreement with Nexgen Acquisitions
VIII, Inc., a blank check company, pursuant to which our sole stockholder, RM
Enterprises International, Inc. received 12,000,000 shares of Nexgen
Acquisitions VIII, Inc. and thereby became its majority stockholder. The
transaction was accounted for as a reverse acquisition using the purchase method
of accounting, whereby RM Enterprises International, Inc., our sole shareholder,
retained approximately 63% of the outstanding common stock. Thereafter, on
October 9, 2002, Nexgen Acquisitions VIII, Inc. changed its name to Spongetech
Delivery Systems, Inc. On December 16, 2002, we changed our domicile to
Delaware. Spongetech Delivery Systems, Inc. (formerly Nexgen Acquisitions VIII,
Inc.) merged with and into us so that we became the surviving company.
Immediately subsequent to the merger, we changed our name to Spongetech Delivery
Systems, Inc.

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Also on the NSS issues > Sometimes NSS is just the major shareholder(s) or financeer doing legit shorting , hedging unregistered and or restrcited shares, or selling shares thru non recourse stock loans that are short being they have hoard of shares to deliver/cover about any transaction when they time is right.... Lots of times it is a necessary evil when an entity holds a large number of restricted or unregistered shares, or the share price goes up and they cant sell , these guys like to make money on both sides, no matter what happens they make money... unregistered shares , restricted shares , warrants and or preffered series of shares can be used in many ways.....

Per SPNG Proxy filed with SEC on one of its early offerings:

The distribution of the shares by the selling stockholders is not subject to any
underwriting agreement. We expect that the selling stockholders will sell their
shares through customary brokerage channels, in private sales, or in
transactions under Rule 144 under the Securities Act.

The selling stockholders, our placement agent and other brokers and dealers
through whom sales of the shares are made may be deemed to be "underwriters"
within the meaning of the Securities Act, and the commissions or discounts and
other compensation paid to those persons could be regarded as underwriters
compensation.

From time to time, the selling stockholders may engage in short sales, short
sales against the box, puts and calls and other transactions in our common
shares, and will be able to sell and deliver the shares in connection with those
transactions or in settlement of securities loans. In effecting sales, brokers
and dealers engaged by the selling stockholders may arrange for other brokers or
dealers to participate in those sales. Brokers or dealers may receive
commissions or discounts from the selling stockholders (or, if any such broker
dealer acts as agent for the purchaser of those shares, from the purchaser) in
amounts to be negotiated (which are not expected to exceed those customary in
the types of transactions involved). Brokers and dealers may agree with the
selling stockholder to sell a specified number of shares at a stipulated price
per share and, to the extent those brokers and dealers are unable to do so
acting as agent for a selling stockholder, to purchase as principal any unsold
shares at the price required to fulfill the broker dealer commitment to a
selling stockholder.


http://www.sec.gov/Archives/edgar/data/1201251/000114420406015283/v040558_424b3.txt