Last time SPNG attempted to register shares thru a prospectus filing they failed. The SEC had a long long list of disclosure questions and SPNG could not come up with satisfactory answers.
Here is some info from last time SPNG tried to register shares.
I only included some of the questions , see link above for complete document:
Re: Spongetech Delivery Systems, Inc. Form SB-2, Amendment 5 filed December 20, 2006 File No. 333-123015
Dear Mr. Metter:
We have the following comments on your filing. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Disclose how your plan to retain the groups in the various geographic regions. Will there be regional offices? How will these sales groups be overseen? Estimate the number of employees you anticipate hiring for each group. State whether they will be employees or contractors. Also, clarify whether they will devote their full time to your business or whether they will also devote time to other sales opportunities.
Clarify whether the agreement with Dicon would allow you to enter into licensing arrangements. 16. Disclose the estimated costs associated with a licensing agreement to use another company`s logos and trademarks and the expected source(s) of funding.
Summary Compensation Table 18. It appears that Mr. Lazauskas should be included in the executive compensation section. We direct your attention to Item 402(a)(2)(iii) of Regulation S-B. 19. Reconcile the number of shares issued to Mr. Moskowitz with the disclosure in the certain relationships and related transaction section. 20. Please advise us as to Mr. Rubin`s role with the company. It appears that Mr. Rubin may be required to be included in the executive compensation table, pursuant to Item 402(a)(2)(iii) of Regulation S-B. 21. Given the relationship between certain officers of the company and RM Enterprises, it would appear the stock issued to RM Enterprises in January 2005 should be included in the executive compensation table. This would appear to be indirect compensation to those control persons.
Recent Sales of Unregistered Securities, page II-2 22. We reissue prior comment 26 from our letter dated December 20, 2005. We again note the stock issuances in 2002. The stock purchase agreement was not entered into until July 2002 and these transactions were conducted in March and May 2002. Therefore, we continue to note that the company was a blank check company at the time of these transactions. Rule 504 of Regulation D is not available to blank check companies. Please revise the disclosure to discuss whether another available exemption may be relied upon. 23. Disclose the exemption relied upon in the July 2002 issuance to RM Enterprises.
Exhibits 24. In light of the change made to the subscription agreement as a result of our prior comment 31 from our letter dated December 12, 2005, please file the revised subscription agreement as an exhibit. Sincerely, John Reynolds Assistant Director Office of Emerging Growth Companies
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