Spongetech Delivery Systems, Inc. (fka SPNGQ)

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why did SPNG / SM have to withdraw the registration last time SPNG tried to register shares thru prospectus? Why do you think they have these billions of "unregistered" shares hanging around!? THEY CANT GET THRU THE NEEDED DISCLOSURES THE SEC IS ASKING FOR , so they withdrew the registration last time they tried to file , if they want to uplist or try again to register shares those same disclosures will need to be gone thru again PLUS a host of new disclosures.... SPNG is lucky to be an OTCBB imo.. they r barely one step over a pinky....

I strongly suggest you read these SEC uploads in RE to the last time SPNG tried to register shares thru prospectus:

http://www.sec.gov/cgi-bin/browse-edgar?type=upload&dateb=&owner=include&count=40&action=getcompany&CIK=0001201251

Here are a few of the questions the SEC had , and SPNG DID NOT Answer - they WITHDREW the registration.... These same disclosures and questions will need to be answered if they ever wish to uplist and register shares ....

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.

http://www.sec.gov/Archives/edgar/data/1201251/000000000006025971/filename1.txt