Spongetech Delivery Systems Inc (fka SPNGQ)

[crashman]

This letter seems even more disturbing:


FOX LAW OFFICES, P.A.
c/o 131 COURT STREET, #11
EXETER, NEW HAMPSHIRE 03833
Telephone: [phone]
Facsimile: [phone]

May 14, 2009

Robert Khuzami, Director of Enforcement
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

In re: Spongetech Delivery Systems, Inc.
Olde Monmouth Stock Transfer Co., Inc.

Dear Mr. Khuzami:

This office represents Olde Monmouth Stock Transfer Co., Inc., a licensed stock transfer agent, on whose behalf we are filing this letter.

Olde Monmouth is the appointed stock transfer agent for Spongetech Delivery Systems, Inc., Symbol SPMG, which has a CUSIP number of 849109-10-3 for its Common Stock. So far as Olde Monmouth was aware, the Company’s appointed securities attorney was Joel Pensley.

For a period of time, Olde Monmouth has received with some frequency, directly from the Company, instructions to issue shares of the Common Stock of Spongetech to RM Enterprises International, Inc. (“RM”), which shares bear the required restrictive legend. Contemporaneously, Olde Monmouth received instructions to transfer such shares to certain shareholders of RM, without the restrictive legend, and such instructions have been accompanied by an opinion letter, allegedly written by Mr. Pensley, giving legal authority for the removal of the restrictions. Olde Monmouth estimates that it has received up to 100 of these opinion letters.

This morning, Olde Monmouth discovered, by accident, that Mr. Pensley had not been writing the opinion letters. Olde Monmouth received a telephone call from a broker who was doing due diligence on a purchase of Spongetech shares by a client. In response, Olde Monmouth supplied the broker with a copy of the opinion letter which it had received and on which it had relied. Apparently there was some discrepancy between what the broker had been previously given and what Olde Monmouth supplied. When the broker told Olde Monmouth that there was a discrepancy, they called Mr. Pensley, who advised them that he had not written an opinion letter for Spongetech since 2007
At that point, Olde Monmouth immediately contacted this office. I have spoken with Mr. Pensley who has confirmed to me the above - that he has not written an opinion letter for Spongetech since 2007

Neither this office nor Olde Monmouth has made any investigation of the facts regarding the issuance of the shares to RM or their distribution to the shareholders of RM as a “spin-off” and it may well be that the factual basis permits the distributions which have been instructed. The sole purpose of this letter is to bring to the Commission’s attention the use of non-authorized opinion letters.

Yours truly,

FOX LAW OFFICES, P.A.



By: Richard C. Fox