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Re: patchman post# 282923

Sunday, 01/17/2010 6:48:09 PM

Sunday, January 17, 2010 6:48:09 PM

Post# of 346955
Hello, David

Whether I missed what you were generally implying, as you say, or my remarks were "cogent and to the point," as has also been said, is of little consequence. Your post and mine are here for all to review, and I am comfortable enough with that.

Agreed, the interest here is in Pike's degree of ownership, which was the point I raised previously. Glad to see that you now state your concurrence, as that is a much more central issue than size of the fund, or relative anonymity of the fund. Progress made?

And of course, the April filing was unaudited, granted. It was, after all, a 10Q. Also correct that the balance sheet reflected a cash balance of $34,000 (The line item just in front of the $14 million A/R. And that reported just in front of the other current assets of $7.4 million). So even though there was only $34,000 in cash, there was a total of $21.4 million in Current Assets. So might the company have had the resources, just in the conversion of current assets, to have paid the $4.5 million or so for Dicon?

And previously, I have seen you also ask how the Dicon purchase was made, at the same time the company was completing a buyback. That's always been an interesting question to me, as it brings up a topic I have not seen discussed here. Let's look at that filing.

You mention that RME receives a 40% discount on share purchases. And as we know, the filing supports your statement,"Such shares were issued in tranches at the time of each of the advances of funds to the Company at a 40% discount from the market price on the date of each such advance. The average per share issuance price for the shares was $0.0184." Is that an issue? Especially considering the salaries M&M receive from SpongeTech?

If, for some reason, that IS an issue, then perhaps SPNG will take advantage of their re-purchase agreement, the one that says the company can, "...at any time on or prior to February 28, 2010, .. repurchase all or any portion of the 267,154,132 shares issued that RM Enterprises International, Inc. had purchased from the Company since January 1, 2008 at the original price paid by RM Enterprises International, Inc."

But back to the topic I haven't seen discussed. How much did SPNG spend on the buyback? I know you want to know where SPNG got all the money (and I guess we'll forget about the 100 million shares Pike bought, before these most recent 3's and 4's). What clue does the filing give us? It states, "On January 13, 2009, RM agreed to return an aggregate of 133,577,066 to the Company out of the 267,154,132 shares which were originally issued to them in consideration of the conversion of an aggregate of $4,918,432.46 of debt between January 1, 2008 and June 30, 2008. The Company intends to return such shares to treasury and subsequently cancel such shares."

So RME loaned SPNG $4.9 million, and took 267 million shares in exchange. Half of those shares, enough to complete the buyback, were returned to SPNG, and subsequently canceled. The remaining half of the shares now have to be purchased for the $4.9 million loaned. So how much did SPNG have to pay for the return of those 133 million shares? How do you interpret it? I COULD BE WRONG, but it appears to me that there was NO cash outlay.

Other sources of funds? Well, of course, there was that NT-10K. You know, that one that voluntarily provided, "Both our sales and net income for the year ended May 31, 2009 increased. Sales for the year ended May 31, 2009 were approximately $50,000,000 compared to $5,633,084 for the year ended May 31, 2008. As a result, our net profits for the year ended May 31, 2009 also increased to approximately $11,000,000..."

David, this is far from an exercise I enjoy. I'm not willing to dig deep enough to have all the confidence I would like in making this post. But maybe something productive will come of it. Maybe not.

THE answer has to come from the audited filings management owes to their shareholders. But for what it's worth, even this less than exemplary presentation indicates sufficient cash resources to address the questions you raised.

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