Posted by CheezBurgers on the SPNG board.
FULL GFGU LETTER TO SPNGE
Note the last three paragraphs were omitted from the 8k, promising to return the money with interest to RME because they already spent it!!!
____________________________________________
600 Townsend Street, San Francisco, CA 94103
September 24,2009
VIA ELECTRONIC MAIL TO COUNSEL
SpongeTech Delivery Systems, Inc.
Vanity Events Holdings, Ltd.
43 West 33"d Street, Suite 600 New York, NY 10001
Attention: Mr. Steven Moskowitz
Re: Potential Violations bv SpongeTech Delivery Systems
Dear Mr. Moskowitz:
As you know, until September 10,2009, GetFugu, Inc. ("GetFugu" or the "Company") was negotiating an investment in the Company by SpongeTech Deliveiy Systems, Iilc. ("SpongeTech") and Vanity Events Holdings, Ltd. Our counsel has been negotiating definitive agreements with your counsel, but we have not received your executed signatures to the draft definitive agreements. To date we have received the following partial deposits by electronic wire:
Amount Date Deposited
$ 250,000 August 24,2009
500,000 September 2,2009
500,000 September 4,2009
500,000 September 10,2009
$1,750,000
In recent days, the managenlent of GetFugu has become aware of the following information:
0 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.
0 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 Entesprises International, Ltd., not SpongeTech or Vanity. We are uasure 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 SpoizgeTech 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 investinent in the Company or any other business transaction.
Please consider this a revocation of yorrr 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.
The Company intends to fully repay to RM Enterprises its partial deposits totaling $1,750,000. However your actions have put us at a disadvantage. We have planned our capital expenditures carefully and had not intended to repay these deposits towards an equity investment. We are now seeking alternative financing sources to hnd a reimbursement of these
monies, but will need some tiine to raise the necessary fbnds. Until the Company is able to repay these amounts, we will accrue a liability to RM Enterprises on our books and the unpaid liability will accumulate interest based on the one-year LIBOR index plus 1.5%. We expect to be able to repay RM Enterprises in the near term, but this is subject to market conditions and may take more time.
As a public company, we are also required to publicly announce the termination of our business relationship. We intend to issue a press release announcing this.
The Company reserves all of its sights to seek all available remedies, in law and equity, against SpongeTech, Vanity and RM Enterprises. This letter is not intended and should not be
construed as a release, waiver of relinquishment of any right, remedy or defense which may beavailable to the Company, all of which are expressly reserved.
Sincerely,
Bernard Stolar
Chief Executive Officer
cc: Arthur Marcus, Esq.
AI
