Spongetech Delivery Systems, Inc. (fka SPNGQ)

[stoxmagic]

PM,

No.

Not going to happen.

A 100% buyout of America's Cleaning Company, at this juncture, being a massively expensive endeavor. Not coming cheap.

Do the math, as an example, at just $0.50 per common share outstanding. An Outstanding count of 500m as an example.

That which you ask about would be counterproductive. Making no fundamental sense whatsoever. And, certainly, were any such to transpire we'd be talking a merger and not an acquisition.

The reasoning being obvious.

We'll see what happens as regards the advent of the MOASS once the coming breakout emerges. Once market level starts to far exceed our interim High of $0.2851.

The advent of the MOASS won't exactly be a difficult read.

Dollar$ no end.

And you're welcome.

Karmasaur...

The identity(ies) of any/all recipients of the securities in question is a definite unknown. As is the full extent of the distribution. What does add up though is that said distribution, in relative terms, is minor and that liquidation via the open market has long since transpired. No actual disgorgement being likely. Though there could come a call for management to pay a civil penalty(ies) specific to the monies involved.

As for that which you "believe"?

A need of bearing in mind that the 'forged' opinion letters goings-on dates back to May of last year and earlier.

And we have from July 27, 2009...

--------------------

SPNG ... is pleased to announce that the Company is taking action to amend its Articles of Incorporation to reduce the number of common shares that the Company has authorized to 900,000,000 (nine hundred million) shares. In addition, the Company has also begun the process to lower its outstanding shares to approximately 500,000,000 (five hundred million) shares.

As reported in the Company's 8-K filing on May 26, 2009, SpongeTech® amended its Certificate of Incorporation to increase its authorized common shares from 1,800,000,000 (one billion, eight hundred million) to 2,000,000,000 (two billion). The increase was to provide the Company with the ability to pursue a transaction such as the acquisition of Dicon Technologies. Subsequently, the Board of Directors had approved the acquisition of Dicon Technologies which was completed on July 9, 2009 as a cash transaction, without any shares to be issued for the acquisition and without any dilution to its current shareholders; therefore enabling the Company to take action and reduce the authorized shares substantially. Furthermore, as reported in the Company's 3rd Quarter Form 10-Q filing on April 20, 2009, SpongeTech® had 722,866,061 shares of common stock issued and outstanding and the Company is also taking action to lower its outstanding shares by 30%. The Company's actions in this regards will include the continuation of the common stock repurchase and retirement program from the open market as well as the retiring of restricted (144R) shares of common stock currently owned by the Company and its affiliates.

--------------------

It being necessary that the numbers add up. That which you again "believe" simply not fitting. Not given the above stated intent, and means, of the time. Realizing, again, that the referenced recommendation makes no direct mention of any materially misleading PR's and such.

As for "other companies"?

There being no shortage of examples if you're willing…

http://www.sec.gov/divisions/enforce.shtml

And we'll take Universal Express (USXP) as an example…

--------------------

The Commission's action seeks a temporary restraining order and order for accounting against Universal, Altomare, and Gunderson for the ongoing securities registration violations. The Commission is also seeking preliminary injunctive relief against all defendants. The Commission's action alleged that Universal, Altomare, Gunderson, Neuhaus, and Sandhu violated 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; that Universal, Altomare, Gunderson, and each of the Resellers violated Sections 5(a) and 5(c) of the Securities Act; that Universal violated Section 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder; that Altomare and Gunderson aided and abetted such violations; that Altomare and Gunderson violated Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder; and that Altomare violated Rules 13a-14 and 13b2-2 under the Exchange Act.

--------------------

Our talking some truly egregious violative behaviors in the overall.

While as for remedy sought by the SEC we have…

--------------------

WHEREFORE, the Commission respectfully requests that the Court:

I.
Find that the defendants committed the violations alleged.

II.
Enter a Temporary Restraining in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, enjoining Universal, Altomare and Gunderson, from violating, directly or indirectly, Sections 5(a) or 5(c) of the Securities Act.

III.
Enter a Preliminary Injunction, and a Permanent Injunction, in a form consistent with Rule 65 (d) of the Federal Rules of Civil Procedure, enjoining all defendants from violating, directly or indirectly, each of the provisions of law and rules alleged in this complaint.

IV.
Order that each of the defendants disgorge all ill-gotten gains, including pre-judgment and post-judgment interest, resulting from the violations alleged herein.

V.
Order all defendants to pay third tier civil penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act in an amount to be determined by the Court.

VI.
Order that all defendants except Universal be barred from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act and Section 21(d)(6) of the Exchange Act.

VII.
Order that Universal and Altomare provide an accounting to the Commission itemizing all monies or anything of value they received, directly or indirectly, from the re-sellers and all other persons or entities who received Universal stock since January 1, 2000 to the present and anything of value received, directly or indirectly by Altomare or any member of his immediate family from Universal since January 1, 2000.

VIII.
Order that Altomare be barred from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act, pursuant to Section 20(e) of the Securities Act and Section 21(d)(2) of the Exchange Act and the Court's equitable powers.

IX.
Grant such other relief as this Court may deem just or appropriate.

--------------------

You can read about the full complaint here...

http://www.sec.gov/litigation/complaints/comp18636.htm

A little putting things in perspective.

The USXP goings-on in the overall having been a world different than that which SPNG is experiencing.

Onward and upward.