Spongetech Delivery Systems, Inc. (fka SPNGQ)

[loanranger]

"MEMBERSHIP INTEREST PURCHASE AGREEMENT"
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm

"ARTICLE II
PURCHASE PRICE; ADDITIONAL FUNDS; RETAINED INDEBTEDNESS

2.1 Purchase Price. In consideration of the sale, assignment, transfer, issuance, conveyance and delivery to the Purchaser of the Membership Interests, the Purchaser shall pay to the Sellers Two Million Three Hundred Fifty Thousand ($2,350,000) Dollars by wire transfer to the Ellis, Painter, Ratterree & Adams, LLP Escrow Account at the Closing (the "Purchase Price")."

"Whose account were the funds wired from?" is a valid question. (S42-"that doesn't mean that SPNG shareholders own Dicon. i wouldn't be surprised if RME wrote the check and actually owned them.")
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Per the 8-K ("Current Report" dated 7/15/09) that included the above agreement as an exhibit:

"Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired
The audited financial statements of Dicon required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed.

(b) Pro forma financial information
The pro forma financial information required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed."

http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_8k.htm

No amendments to the 8-K have been filed to date, but I'm not sure of the basis for the phrase "required by this item ".

EDIT: re:required by this item.
My mistake, the financial info is obviously required by the instructions:
http://www.sec.gov/about/forms/form8-k.pdf

Item (a) would require that Dicon's statements for the last couple years be audited....presumably not a problem.

Item (b), however, basically calls for a presentation of SPNG's audited statements both with and without Dicon's numbers reflected therein.......presumably a big problem.


I leave it to someone else to comment on whether the deal could be considered properly consummated without the ability to report these items.