Wednesday, February 03, 2010 10:45:31 AM
Maybe you all should read this. Google M. Metter and a whole bunch of shaking information comes up. These guys have a nice little tangled web of corruption going on. Read for yourself.
By David Patch
A Study into a massive network executing a pump and dump across multiple public companies
By David Patch
Presentation of Materials Regarding a Suspicion of Stock Fraud:
1. Money Laundering
2. Pump and Dump
3. Failure to File Required SEC Documents
Primary Targets of Associated Fraud:
1. Michael Metter
2. Frank Lazauskas
3. Steven Moskowitz
4. John Does 1 -100
Publicly Traded Companies Associated with Fraud
1. Spongetech (SPNG)
a. Michael Metter CEO, Chairman
b. Steven Moskowitz COO, CFO, Director
c. Frank Lazauskas Director
d. RM Enterprises International; Primary Shareholder
i. Metter, Moskowitz, Lazaukas Principles
2. Vanity Events Holdings (VAEV) (formerly Map V Acquisitions)
a. Steven Moskowitz CEO
b. Frank Lazauskas Founder
3. Map VI Acgusitions
a. Michael Metter CEO
b. Frank Lazauskas
c. FLJ Enterprises; Primary Shareholder
i. Frank Lazauskas Sole Proprietor
d. TNJ Enterprises; Primary Shareholder
i. Frank Lazauskas; Sole Proprietor
4. GetFugu (GFGU) (Fomerly Media Power USA)
a. Benard Stolar; CEO
b. Carl Freer, Chief Futurist
i. Media Power
1. Carl Freer co-Founder
2. Mikael Ljungman co-Founder
Bio’s or Principle Targets
Michael Metter
President, Chief Executive Officer and Director
Spongetech Delivery Systems, Incorporated
New York , NY
Sector: CONSUMER GOODS / Cleaning Products
Officer since May 2001
56 Years Old
Michael Metter has been President, Chief Executive Officer and a Director since May 2001. Mr. Metter has served as President of RM Enterprises International, Inc., our majority stockholder, since April, 2001, and as its Chief Executive Officer since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 2003. Since June 2002, Mr. Metter has served as President and Chief Executive Officer of BusinessTalkRadio.net, a syndicated radio network based in Stamford, Connecticut. Since June 2003, he has been chairman of the board of Tiburon Capital Group and since January 1994 has been Secretary/Treasurer of DL Investments, Inc., both of which are privately held holding investment corporations. He was compliance director of Security Capital Trading, Inc., a securities broker-dealer, from October 1998 to February 2001. Mr. Metter was also a principal at Madison Capital from September 1997 to October 1998 and from November 1993 to September 1997 he was President of First Cambridge Securities Corp., a broker-dealer in New York City. On April 19, 2001, Mr. Metter filed a petition in personal bankruptcy in the District of Connecticut, Bridgeport Division, and was discharged on December 14, 2001. Mr. Metter received his MBA in Finance in 1975 and his B.A. in Marketing and Accounting in 1973 from Adelphi University.
Frank Lazauskas
Director
Spongetech Delivery Systems, Incorporated
New York , NY
Sector: CONSUMER GOODS / Cleaning Products
48 Years Old
Frank Lazauskas has been a Director since July 2001. Mr. Lazauskas is the founder and President of FJL Enterprises, Inc. and TNJ Enterprises, Inc., formed in 1999 and 1997, respectively, which own and operate eight Dominos Pizza Stores. He was elected a director of RM Enterprises International, Inc., our majority stockholder, in March 2004. He has served as a director in MAP V since December 2007. He received his B.A. in Mathematics from Central Connecticut State University in 1983.
Steven Moskowitz
Chief Operating Officer, Secretary, Treasurer, Chief Financial Officer and Director
Spongetech Delivery Systems, Incorporated
New York , NY
Sector: CONSUMER GOODS / Cleaning Products
Officer since June 1999
44 Years Old
Steven Moskowitz has been Secretary, Chief Financial Officer, and a Director since June 1999. In February 2006, Mr. Moskowitz was appointed to serve as our Chief Financial Officer. Mr. Moskowitz has served as a director of RM Enterprises International, Inc. since April 2001, and as its Secretary since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 11, 2003. Since June 2003, he has been director of Tiburon Capital Group, a privately held holding corporation, and since May 2000, he has served as Vice President of ERC Corp., a privately-held marketing consultant. He serves as President, Chief Executive Officer, and as a Director of International Brand Group Management, Inc., a publicly traded company. He has served as President, Chief Executive Officer, and as a Director since December 2007 for and MAP VI Acquisition, Inc., a public reporting company Mr. Moskowitz also serves as Chief Executive Officer, President and as Director of Vanity Events Holdings, Inc., a publicly traded entity. He served as Vice President, Marketing and Business Development for H. W. Carter & Sons, a distributor of children's clothing, from 1987 to 2002. He was President of the H. W. Carter & Sons division of Evolutions, Inc. from 1996 to 1997. Mr. Moskowitz served in various capacities at Smart Style Industries, a manufacturer and distributor of children's apparel, from 1986 to 1987 from sales assistant to Vice President Sales and Marketing. Mr. Moskowitz also serves as a Director of National Stem Cell, Inc. (NHGI.PK) since January 2007. He received his B.S. in Management from Touro College in 1986.
Carl Freer
From Wikipedia, the free encyclopedia
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Carl Freer
Born May 9, 1970 (age 39)
Residence Los Angeles
Nationality Swedish
Other names Eric Jonsson[1][2], Johan Freer, Brian Littleton[3]
Partner Mikael Ljungman[4]
Carl Freer (born 9 May 1970) is a Swedish businessman and technology entrepreneur. Freer was Chairman of the Board of Gizmondo and is now engaged in an effort to relaunch the business and other technology driven efforts.
Business activities
Freer founded Gizmondo in 2002, and was Chairman of the board of directors at Gizmondo Europe until he resigned his position in October 2005.[5]
The company went bankrupt in February 2006, and Freer is currently engaged in relaunching the Gizmondo product, citing a potential launch in 3rd quarter of 2008[6]
In 2008, Freer founded a startup called Media Power Inc. In May 2008, a partnership was announced where Media Power would donate $5M over five years to Georgia Tech to further Augmented Reality research.[7]
Legal problems
In his teens Freer forged his parents' signature for a loan and was convicted of fraud though Freer says he had his parents' permission to sign on their behalf for a student loan.[2][8] In 2005 he was fined by a German court for buying luxury cars with bounced cheques under the assumed name of Erik (Eric) Jonsson, though Freer says he cancelled the cheques himself because he "thought he was being sold stolen cars."[2][8]
Mikael Ljungman
From Wikipedia, the free encyclopedia
Mikael Ljungman
Born November 25, 1963 (age 45)
Nationality Swedish
Occupation Businessman
Partner Carl Freer, Stein Bagger
Mikael Ljungman (born November 25, 1963) is a businessman and inventor[1] working with mobile communications.[2][3] Mikael Ljungman is a partner of Carl Freer, working on the relaunch of Gizmondo, the gaming and Augmented Reality console, Blowfishworks[2] and The Media Power Group, GetFugu. [4] Following the IT Factory scam, Danish police sent out an arrest warrant for Mikael Ljungman via Interpol. He was arrested by Swedish police in Norrköping and was extradited to Denmark on 27 July 2009. [5][6][7]
Education and work
Ljungman received his law degree from Stockholms University in 1995. From 1995-1997 he worked with PC and Server manufacturing and System software engineering. From 1997 to 2000 Ljungman worked as an international business and financial consultant. From 2000-2004 Ljungman worked with Internet and platform related services including VOIP, IPTV and VOD. From 2004 to present, Mikael Ljungman created online stores, mobile applications and software.[8][9]
Political contributions
Ljungman has formally endorsed and made campaign contributions to Antonio Villaraigosa's Antonio R. Villaraigosa for Mayor 2009.[10] Ljungman has also made campaign contributions to Hillary Rodham Clinton's[11] HillPac organization and John Yarmuth's[12] YARMUTH FOR CONGRESS.[13]
Patent applications
In 2006, Ljungman applied for UK and US patents for a method of mobile advertising by which pre-created advertisement messages, are sent to mobile communication devices in advance of the time and date on which they are to be presented or as live streaming content[14] and for a method to submitting and delivering content events to remote devices by selectively delivering multimedia content, such as sports highlights, a video clip, or a movie, to a mobile communication device.[15] According to the WIPO's Preliminary Report on Patentability, Ljungman's latter patent claims lack either novelty or an inventive step but have industrial applicability.[1]
Media Power Inc
Ljungman co-founded Media Power Inc,[16] a tech company that develops consumer and business products based on Augmented Reality technology (AR) and other advanced systems. Media Power has two divisions offering a range of hi-tech goods and marketing services: Magitech and GetFugu.com. Gizmondo is a client to Media Power Inc.[17] In May 2008, a partnership was announced where Media Power would donate $5M over five years to Georgia Tech to further Augmented Reality research.[18]
Gizmondo
The Gizmondo is a handheld gaming console with GPRS and GPS technology, which was manufactured by Tiger Telematics and its subsidiary, Gizmondo Europe Ltd. Ljungman's company 3P PreForm Marketing and Research[2] performed research and development work for Gizmondo Europe since 2003[19] and was paid $7.6 million.[20] After Gizmondo Europe's bankruptcy in early 2006, the liquidators had outstanding questions about Ljungman and his company's involvement with Gizmondo Europe Ltd; they were perfectly satisfied with Ljungman's answers.[2] In May 2008, Carl Freer bought Gizmondo Europe's intellectual property rights.[21] Ljungman worked with Freer on the relaunch of the Gizmondo, with Freer calling him his "co-pilot".[2] He traveled to China in early 2008 to arrange manufacturing,[22] a contract worth $300M.[2]
3P PreForm Marketing and Research
3P PreForm Marketing and Research AB went bankrupt on October 15, 2004.[19] Ljungman was arrested on October 19, 2004, but released shortly thereafter pending trial.[23] Ljungman was convicted of accounting and having impeded tax supervision in January 26, 2009. Ljungman initially received a two year prison sentence[24] the prosecution was dismissed on the two tax offenses charges resulting in the sentence being reduced to 10 months on appeal in January 2009. He originally was disqualified from running a company in Sweden for five years after after the appeal it was reduced to three years, starting from 2007.[9] Ljungman appealed the verdict to the supreme court.[25] Ljungman has lost a final appeal of the sentence,[25] and was imprisoned in late April 2009.[26]
IT Factory
In December 2008, it was reported that Ljungman had business with bankrupt Danish company IT Factory. Ljungman told the press that he lent his car to Stein Bagger,[27] who had arrived in Connecticut before it was known that Bagger was missing and later became wanted for questioning as a suspect by Danish authorities investigating the bankruptcy.[28] Bagger used Ljungman's car, and may have used his credit card, to drive to Los Angeles, where he surrendered to police. On January 9, 2009, the Deputy Attorney in charge of fraud cases in Denmark announced that they want to question Mikael Ljungman.[29] Danish media has claimed that the Swedish police have found false leasing contract related to IT Factory and Xiop, a Swedish company where Ljungman earlier worked as Business Developer. This specific claim was denied by the Swedish prosecutor Yngve Rydberg.[29] Yngve Rydberg also said at the time there was no suspicion of Ljungman being involved in the crimes being investigated in Sweden.[30] Ljungman was later charged with possible complicity in the fraud in Denmark,[31] and was named as an accomplice by Stein Bagger on the first day of his trial.[32] Ljungman has denied any involvement in Stein Baggers possible fraud. Ljungman claimed he was interested in IT Factory technology PaaS,[33] as he, with the company Media Powers tried to buy it out of the liquidated company.[25] The software was sold to a German company.[34]
The Scam
A concerted group of con artists are using OTCBB and Pink Sheet Companies they control to launder money through several privately controlled financing companies. These individuals take control of otherwise shell companies and finance operations under a private placement arrangement with enterprises they control. In return for the financing, these private enterprises receive shares of the publicly traded enterprises at a significant discounted rate.
In controlling the public company and private funding enterprise, the operatives can control the dissemination of information to the public and time these releases with the dumping of the discounted shares into the market. A classic pump and dump con.
In order to maximize the con, the con needs to create a shareholder base (SpongeTech) and then re-direct the shareholders to the other controlling public companies.
For example:
SpongeTech builds a product that creates revenues. It is the platform to draw in investors. In the process of the business growth, the financing came through a company controlled by the officers of SpongeTech (RM Enterprises International).
SpongeTech invests capital into GetFugo ($4 Million) but so does a non-profitable shell in Vanity Events Holding ($1 Million) which is controlled by the same executives and financed by RM Enterprises International. The 41 Million investment directed through Vanity Events came through third parties controlled solely by the executives of SpongeTech. Investors in SpongeTech now have a vested interest in GetFugu and are introduced to Vanity Events.
To maximize the interest in GetFugu (the next targeted P&D) another private party, with no business, is bought in to validate the product and invests the sum total of what Vanity Events and SpongeTech invested ($5 Million). Where did this $5 Million originate from considering this is a new company with no revenues?
These same SpongeTech operatives are associated with a pink sheet company called Proteoderm (National Stem Cell Holding). Proteoderm deals in anti-aging medicines which just so happens to be the expertise of the doctor who is now the CEO of Health Matrix. The CEO of Proteoderm acting as director to Vanity Events.
Linking the companies creates the ‘cult flow’ of investors that will invest in each of the separate entities as a trust is created by management. The SpongeTech revenues (for what they are) will create that initial trust.
In the process of creating this inter-relationship between companies, the financing firms behind each are receiving hundreds of millions to billions of shares that are later sold into the markets for tremendous profit.
These con men do not make their money on salary from the company which is why they are given little if any. Their real money comes from the financing arms with the public company representing the sales and marketing of that financing firm.
Con men also know that you have to spend money to make it and they play that ole into the hearts of investors.
Of note; the executives of SpongeTech used the disguise of shot selling as a factor in holding their market back. They can do this because of the transparency issues involving 144 stock and disclosures.
SpongeTech made it to the Reg SHO list and investors were told by management that the fails were shorts as these fails were being created by sales executed out of their financial arms.
The Data
Spongetech
10Q filed April 2009
NOTE C – RELATED PARTY TRANSACTIONS
On December 3, 2007, the Company entered into a lease for an office located at 43W 33rd Street, Suite 600, New York, New York 10001 (the “Premises”). The Premises consist of 1500 square feet of office space. The lease term commences on February 1, 2008 and expires January 30, 2011. However, the Company has an option to renew the lease for an additional 3 years at an increased rent of 5% for each additional year. Rent on the Premises is $4,000 per month plus 35% of the cost of electricity for the entire floor.
In July 2008, RM Enterprises International, Inc., a company that is our majority stockholder and which is controlled by our officers and directors, agreed to grant the Company the right, exercisable by the Company at any time on or prior to February 28, 2010, to 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. to the Company for such shares, or an aggregate of $4,918,432.46 for all of such shares. 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.
On July 16, 2008, the Company entered into an employment agreement with Steven Moskowitz pursuant to which Mr. Moskowitz agreed to act as the Chief Operating Officer and Chief Financial Officer for a three-year term. In consideration for his agreeing to act as Chief Operating Officer and Chief Financial Officer and in lieu of any salary payable in cash for the three-year term, the Company agreed to issue an aggregate of 4,000,000 shares of Class B Stock to Mr. Moskowitz. Such Class B Stock is entitled to 100 votes per share on all matters for each share of Class B Stock owned, and vote together with the holders of common stock on all matters. Further, each share of Class B Stock is convertible at the option of the holder, into one fully paid and nonassessable share of Common Stock.
On July 16, 2008, the Company entered into an employment agreement with Michael L. Metter pursuant to which Mr. Metter agreed to act as the Chief Executive Officer for a three-year term. In consideration for his agreeing to act as Chief Executive Officer and in lieu of any salary payable in cash for the three-year term, the Company agreed to issue an aggregate of 4,000,000 shares of Class B Stock to Mr. Metter. Such Class B Stock is entitled to 100 votes per share on all matters for each share of Class B Stock owned, and vote together with the holders of common stock on all matters. Further, each share of Class B Stock is convertible at the option of the holder, into one fully paid and nonassessable share of Common Stock.
On July 16, 2008, the Company entered into a consulting agreement with Frank Lazauskas pursuant to which Mr. Lazauskas agreed to act as a consultant to the Company for a three-year term. In consideration for his agreeing to act as a consultant, and in lieu of any compensation payable in cash for the three-year term, the Company agreed to issue an aggregate of 2,000,000 shares of Class B Stock to Mr. Lazauskas. Such Class B Stock is entitled to 100 votes per share on all matters for each share of Class B Stock owned, and vote together with the holders of common stock on all matters. Further, each share of Class B Stock is convertible at the option of the holder, into one fully paid and nonassessable share of Common Stock.
During the three months period ended November 30, 2008, the Company issued an aggregate of 409,953,442 shares of common stock to RM Enterprises International, Inc., a related party, in consideration for the conversion of an aggregate of $6,319,569 in debt or an average of $0.015per share.
During the three months period ended February 28, 2009, the Company issued an aggregate of 306,412,290 shares of common stock to RM Enterprises International, Inc., a related party, in consideration for the conversion of an aggregate of $1,188,970 in debt or an average of $0.0039 per share.
In total, nearly 1 Billion shares of stock were issued to RM Enterprises International in the span of 1 year for total fees received of $12 million.
Where did the $12 Million that RM Enterprises funded come from? The officers of SpongeTech, and the sole controllers of RM Enterprises have a history of personal bankruptcy and in acting as officers of failed penny stock companies.
Effective October 8, 2008, the Board of Directors of the Company amended the Company’s Certificate of Incorporation to increase its authorized capital to 1,000,000,000 shares consisting of 950,000,000 shares of common stock, par value $0.001, 40,000,000 shares of preferred stock, par value $0.001, and 10,000,000 shares of Class B Stock, par value $0.001. The Class B Stock is a newly created designation.
Effective December 12, 2008, the Board of Directors of the Company amended the Company’s Certificate of Incorporation to increase its authorized capital to 1,305,000,000 shares consisting of 1,250,000,000 shares of common stock, par value $0.001, 40,000,000 shares of preferred stock, par value $0.001, and 15,000,000 shares of Class B Stock, par value $0.001.
NOTE E – SUBSEQUENT EVENTS
Subsequent to the date of the financial statements, the Company cancelled an aggregate of 526,585,544 shares of common stock. The shares originated from the repurchase of common stock of RM Enterprises. This reduces the number of outstanding shares of common stock from 1,249,451,605to 722,866,061 shares.
According to the end of Quarter filing, the company had almost 1.25 Billion shares issued and, held $34,000 cash in cash and cash equivalents. Where did the capital originate to repurchase these shares? Since these are changes in beneficial ownership associated with a major stock holder (RM Enterprises) and in which the major stockholder is a third party
The Balance sheet likewise identifies that based on revenues; there are not adequate profits from operations to support the significant cost of repurchase in shares. According to the un-audited filings, $31 million in Revenues over a 9-month period yielded only $6 Million in Profits. It was also during this same 9-month period of $6 Million in profits, SpongeTech was required to borrow $12 million from RM Enterprises.
In the months after this filing period (Feb. 2009), SpongeTech admits in their filing that they repurchased over 500 million shares from RM Enterprises. But in the future months, SpongeTech likewise invested in a significant amount of sponsorship programs with MLB, NLF, NASCAR, US Open, and other major business enterprises. They have also invested a reported $4.5 Million into the purchase of Dicon Technologies.
SpongeTech's® Recent Highlights
The Company's gross revenue* for FY2009 ending May 31, 2009 exceeded $50 million, versus $5.633 million in FY2008, an 888% increase.
In FY2009, SPNG had pre-tax profits of $10 million, up 834% from $1.2 million for FY2008.
http://www.spongetechinc.com/company_profile/highlights
This information highlighted on their web site implies that revenues between February and May 2009 approached 20 Million with a pre-tax profit on those revenues of slightly less than $4 Million. Not enough to buy back these securities from RM Enterprises. Despite shortages in capital the company continued to spend.
Posted: Thu, July 9, 2009
SpongeTech® Delivery Systems, Inc. Announces Acquisition of Dicon Technologies
SpongeTech® Delivery Systems, Inc., America’s Cleaning Company™, (OTCBB: SPNG) is pleased to announce that the Company has acquired Dicon Technologies (“Dicon”), a company that specializes in research and development of products derived from hydrophilic urethane chemistry. The Board of Directors of SpongeTech® and Dicon have approved and completed the transaction. SpongeTech® acquired Dicon for $4.45 million in cash only. The Company has immediately picked up approximately $10 million in revenues and approximately $1.5 million in pre-tax earning from the acquisition. Dicon currently sells various products including private label brands for multiple industries through established channels of distribution in the U.S., including traditional food, drug and mass market stores such as CVS, Walgreens, Kmart and Wal-mart as well as direct sales to large commercial clients; all of which SpongeTech® intends to immediately utilize. In addition to the U.S. distribution, Dicon currently has distribution in Asia.
Including a major investment in a OTCBB Company that has had zero revenues over the past two years and has a curious spending habit of their own. GetFugu.
Posted: Tue, September 8, 2009
SpongeTech(R) Delivery Systems, Inc. Invests $4 Million in GetFugu, Inc.
Sep. 8, 2009 (Business Wire) -- SpongeTech® Delivery Systems, Inc. ("SpongeTech") “The Smarter Sponge™”, (OTCBB: SPNG - News) announced today that the Company has agreed to invest $4 million in GetFugu, Inc. (“GetFugu”), a technology company that focuses on developing mobile search tools. The investment is a result of GetFugu’s successful customization of its mobile based web search and e-commerce technology specifically designed for SpongeTech. Investment banking firm, Cresta Capital Strategies LLC, was the advisor on the transaction. SpongeTech will be the first company to utilize GetFugu’s innovative mobile search platform.
Spongetech not only invested $4 Million but also signed a $250,000 contract with GetFugu.
The SpongeTech Pump and Dump: (Who is selling all that volume that initiated in May/June 2009 as the stock ran up 12X and held)
What we know by the filings is that the only shares issued to trade were issued to RM Enterprises whose controlling executives are also the executives of SpongeTech.
GetFugu
From 10Q filed 8/19 for Quarter ending June 2009
With current assets of $19,000 this company received $10 Million in investments in the month of September. The funding into the company came from a small group of principles that run each of the investment companies. The executives of SpongeTech
How has GetFugu spent their money raised?
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $4,556,940 and $5,232 for the three months ended June 30, 2009 and 2008, respectively. The increase in expense of $4,551,708 is directly related to costs associated with capital raising efforts and the hiring of employees and consultants in anticipation of commencing operations. In 2008, SG&A consisted solely of professional fees associated with compliance costs.
Selling, general and administrative SG&A expenses were $12,680,040 and $13,002 for the six months ended June 30, 2009 and 2008, respectively. The increase in expense of $12,627,038 is attributed to costs associated with capital raising efforts and the hiring of employees and consultants in anticipation of commencing operations later in 2009.
In 2009, SG&A included $1,320,554 in salaries and wages, $9,714,111 in professional services and consulting, $1,735,000 in Board fees, $112,303 in overhead and corporate costs, $111,725 in travel and entertainment and $49,069 in sales, marketing and other expenses. The salary and wages included $118,895 in cash compensation and $787,250 in stock compensation for the CEO. Professional services and consulting consisted of $738,049 in cash compensation and $9,000,583 in stock compensation, and included $4,529,750 to investment banking and investor relation firms, $1,260,500 in consulting fees to founders and others assisting in capital raising efforts, $3,208,333 for consulting services relating to mobile content in the entertainment industry, and $241,824 for legal, accounting and compliance services. Board fees consisted of $45,000 in cash compensation and $1,690,000 in stock compensation to a Director and Chairman of the Board.
Based on a small company where the board and executives co-mingle, and based on capital raising being attributed to a close group of investors, GetFugu spent as much raising capital as they did acquiring capital. It also seems that the money raised is not going into operations but into the executives through cash and stock.
As provided in the Bio’s, GetFugu has an affiliation with less than reputable business men. Shortly after the PR releases announcing the $10 Million in investments, GetFugu published a false and misleading press release that had an immediate impact on the market.
CORRECTING and REPLACING -- GetFugu, Inc. Initial Launch Features Android Mobile Application
On Wednesday September 9, 2009, 7:55 pm EDT
SAN FRANCISCO, Sept. 9, 2009 (GLOBE NEWSWIRE) -- In a press release issued earlier today for GetFugu, Inc. (OTCBB:GFGU - News), please note all references to Google have been removed. The corrected release follows:
GetFugu, Inc. (OTCBB:GFGU - News), www.getfugu.com, the technology company introducing the revolutionary new "See It," vision recognition (ARL) "Say It," voice recognition (VRL); "Find It," Location recognition (GRL); and "Get It," Hot-Spotting mobile search tools, reported today that its initial launch will take place on the Android(tm) platform.
Volume spikes in GFGU accompanied each deal announced and was manipulated up on short volume leading into these pre-arranged deals. The September press announcements creating enough volume to profit in the teams dumping of shares. The erroneous release only corrected after hours despite their acknowledgment during the trading hours.
Who are the sellers that took advantage of the spike in GFGU’s market? Shares issued wee to a tightly controlled group of people associated with the company.
Vanity Events Holdings
This pump and dump has not yet been launched as the company is in its infancy. By this chat, the trading in the stock originated in April 2009.
And based on their financials and no revenues they have a long way to go.
They have a long way to go….
But in September 2009, just 3 months later, Vanity Events Holdings has found financing that they then redirect towards getFugu.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 1, 2009, Vanity Events Holding, Inc. (the “Company”) closed a private placement of 4,000,000 shares of common stock (the “Securities”) to 11 accredited investors (the “Investors”) for aggregate gross proceeds of $1,000,000 pursuant to a Securities Purchase Agreement.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of the above-referenced Securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
The fact that $1 million was received on September 1, 2009 as financing into Vanity Events (for stock shares priced at $0.25 in a market trading at $2.00+ or an 88% discount) so simply re-direct into GetFugu is a clear red flag towards laundering. Why wouldn’t the investor in Vanity Events not simply invest directly into GetFugu?
Vanity Events Holding, Inc. Announces $1 Million Strategic Investment in Getfugu, Inc.
Press Release
Source: Vanity Events Holding, Inc.
On Friday September 4, 2009, 9:30 am EDT
NEW YORK--(BUSINESS WIRE)--Vanity Events Holding, Inc. (“Vanity”) (OTCBB: VAEV - News), is pleased to announced that the Company has agreed to a strategic investment of $1 million into Getfugu, Inc. (“Getfugu”), a technology company that focuses on developing mobile search tools. Getfugu’s already proven, proprietary technology, is capable of recognizing specific company logos embedded in television images in real time. Making use of the 3 billion mobile phones deployed around the world, advertisers can, for the first time, direct interested users to websites designed specifically for a targeted demographic group. This technology is unique to Getfugu because it covers the entire image on a television and performs the search in real time, as images on the television move.
Of significance is these con men’s fixation with share distributions, Vanity Events Holdings issued a Stock Dividend (to themselves) in September 2008 despite no business.
Effective September 26, 2008, the Board of Directors of the Vanity Events Holding, Inc. (the “Company”) declared a stock dividend of 1.71178 shares of common stock for every 1 share of common stock held by shareholders of record at the close of business on September 26, 2008.
Map V I Acquisitions.
This is a company run by Metter and has recently changed its name to Blue Star Media
Radio Broadcaster Goes Public By Reverse Merger
Posted February 05, 2009 4:19PM
Businesstalkradio.net Inc., a company that produces radio programs broadcast nationwide, reverse merged with the Form-10 shell company Map VI Acquisition Inc.
Map VI issued all of its 72.3 million shares to Bussinesstalkradio.net yesterday.
The Stamford, Conn.-based company has about 1,400 affiliate radio stations that broadcast its 40 original programs on finance, investing, health, and entertainment. It emerged from bankruptcy in 1999.
The company had $2.6 million in revenues in the first nine months of 2008, which was mostly generated from advertising. Revenues were down more than 9% from the year-earlier period. The company had a net loss of $1.2 million during the first nine months of 2008, compared with a loss of $1.3 million in the same period in 2007.
Richard Friedman with the law firm of Sichenzia Ross Friedman Ference advised on the merger.
Director Michael Pisani owns almost 32% of the company's stock. CEO Michael Metter owns about 12%. Director Frank Lazauskas owns 10% personally and 7% through his company FJL Enterprises.
Map VI was created by Mercantile Capital Group in 2007 with the assistance of New York law firm Mintz Levin Cohn Ferris Glovsky and Popeo.
In January 2008, Mercantile sold the shell, as well as Map V Acquisition Inc., for $30,000 each to Highland Global Partners, based in Dix Hills, N.Y
The Company has since changed names to Blue Star Media. BusinessTalkradio.net has filed a won a lawsuit against Metter and Lazauskas for non-payment of monies offered in financing offered by RM Enterprises . This is a major red flag.
With shares being issued to RM Enterprises by each of these shells, to what guarantee do we have that money actually exchanged hands between the financier and the companies? The financing of SpongeTech does not show clearly where the $12 Million they received was used. They were always cash poor despite the infusions of monies.
From 8-K filed for Map VI. Metter is CEO
On June 25, 2009, Map VI, Acquisition, Inc. (the “Company”) and its wholly owned subsidiaries, Lifestyle TalkRadio Network, Inc., Greenwich Broadcasting Corporation, BTR West II, Inc., BTR Communications Boston II, Inc. and WURP East, Inc. (collectively, the “Subsidiaries”) entered into a loan and security agreement (the “Agreement”) with RM Enterprises International Ltd. (“RM”), whereby it sold to RM a secured convertible promissory note in the principal amount of up to $6,000,000 (the “Note”). The Note is convertible at any time at the option of the holder and will become due and payable on June 25, 2011. The Note is convertible based on a formula whereby RM can convert the Note into two-thirds of the number of shares of the Company’s common stock on a fully diluted basis. RM also received warrants to purchase 15,000,000 shares of the Company’s common stock, with an exercise price of $0.01. The term of the warrants is for five years from the date of issuance. The Note is guaranteed by the Subsidiaries of the Company pursuant to a subsidiary guaranty. Proceeds from the sale of the Note to RM will be used towards the payment of the Company's obligations under an Agreement and Settlement and General Release (the “Settlement Agreement”) which is described in more detail below.
And …
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to the written consent of a majority of the shareholders of the Company dated June 3, 2009 (the “Record Date”), in lieu of a special meeting of the shareholders. Such action will be taken on or about September 2, 2009:
1. To amend the Company’s Certificate of Incorporation to change the name of the Company to Blue Star Media Group, Inc.
2. To amend the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock, par value $.0001 per share (the “Common Stock”), of the Company from 75,000,000 shares to 250,000,000 shares. (the “Increase”).
Violations in Federal Laws
After showing a pattern of evidence that inter-twines this close network of people into common companies and common funding services (Most notably RM Enterprises International) it appears that several laws could be violated:
Money Laundering: What is the source of RM Enterprise finances? The company originates off an individual (Metter) who filed for personal bankruptcy, Lazauras who’s prior work experience appears to be owner of 3 domino’s franchises, and Moskowitz. Where was the initial money investment into all these shells?
It looks like within these companies the monies made by the businesses are likewise transferred back out of the company and into these entities.
Pump and Dump. With the exception of SpongeTech none of these companies make money but each has had opportunity to hype up an event long enough to have major shareholders dump shares. Each of these companies mentioned has seen the same growth in price per share and trade volume this last quarter. They are using the recent growth of SpongeTech to propel them all and make their money.
Filing Violations: EDGAR filings in each of these companies do not show any records of trade activities despite there being a clear selling of shares issued to these private financing agreements. These financing agreements represent majority ownerships and thus would require a 10% or above filing. Because these firms are also under the control of the corporate officers, they should be considered insider share holdings.
In July 2009 the executives of SpongeTech published a PR claiming the purchase of shares to pump the market but form 4 changes in beneficial ownership has not been filed.
This is a very close network of con men where a majority of their public filings are associated with a change in the stock of this company. Whether it is to increase the authorized shares or execute Reverse splits, forward spits, or stock dividends, the focus is on shares and how to maximize the profits off those shares they issue to themselves.
This is a first attempt at looking into this complicated network of people. I can not even guarantee that I touched all bases of which they are involved. The various financing arms they use can not be found in internet searches where they have been involved in any dealings outside of dealing with themselves. That certainly is a red flag.
David Patch
By David Patch
A Study into a massive network executing a pump and dump across multiple public companies
By David Patch
Presentation of Materials Regarding a Suspicion of Stock Fraud:
1. Money Laundering
2. Pump and Dump
3. Failure to File Required SEC Documents
Primary Targets of Associated Fraud:
1. Michael Metter
2. Frank Lazauskas
3. Steven Moskowitz
4. John Does 1 -100
Publicly Traded Companies Associated with Fraud
1. Spongetech (SPNG)
a. Michael Metter CEO, Chairman
b. Steven Moskowitz COO, CFO, Director
c. Frank Lazauskas Director
d. RM Enterprises International; Primary Shareholder
i. Metter, Moskowitz, Lazaukas Principles
2. Vanity Events Holdings (VAEV) (formerly Map V Acquisitions)
a. Steven Moskowitz CEO
b. Frank Lazauskas Founder
3. Map VI Acgusitions
a. Michael Metter CEO
b. Frank Lazauskas
c. FLJ Enterprises; Primary Shareholder
i. Frank Lazauskas Sole Proprietor
d. TNJ Enterprises; Primary Shareholder
i. Frank Lazauskas; Sole Proprietor
4. GetFugu (GFGU) (Fomerly Media Power USA)
a. Benard Stolar; CEO
b. Carl Freer, Chief Futurist
i. Media Power
1. Carl Freer co-Founder
2. Mikael Ljungman co-Founder
Bio’s or Principle Targets
Michael Metter
President, Chief Executive Officer and Director
Spongetech Delivery Systems, Incorporated
New York , NY
Sector: CONSUMER GOODS / Cleaning Products
Officer since May 2001
56 Years Old
Michael Metter has been President, Chief Executive Officer and a Director since May 2001. Mr. Metter has served as President of RM Enterprises International, Inc., our majority stockholder, since April, 2001, and as its Chief Executive Officer since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 2003. Since June 2002, Mr. Metter has served as President and Chief Executive Officer of BusinessTalkRadio.net, a syndicated radio network based in Stamford, Connecticut. Since June 2003, he has been chairman of the board of Tiburon Capital Group and since January 1994 has been Secretary/Treasurer of DL Investments, Inc., both of which are privately held holding investment corporations. He was compliance director of Security Capital Trading, Inc., a securities broker-dealer, from October 1998 to February 2001. Mr. Metter was also a principal at Madison Capital from September 1997 to October 1998 and from November 1993 to September 1997 he was President of First Cambridge Securities Corp., a broker-dealer in New York City. On April 19, 2001, Mr. Metter filed a petition in personal bankruptcy in the District of Connecticut, Bridgeport Division, and was discharged on December 14, 2001. Mr. Metter received his MBA in Finance in 1975 and his B.A. in Marketing and Accounting in 1973 from Adelphi University.
Frank Lazauskas
Director
Spongetech Delivery Systems, Incorporated
New York , NY
Sector: CONSUMER GOODS / Cleaning Products
48 Years Old
Frank Lazauskas has been a Director since July 2001. Mr. Lazauskas is the founder and President of FJL Enterprises, Inc. and TNJ Enterprises, Inc., formed in 1999 and 1997, respectively, which own and operate eight Dominos Pizza Stores. He was elected a director of RM Enterprises International, Inc., our majority stockholder, in March 2004. He has served as a director in MAP V since December 2007. He received his B.A. in Mathematics from Central Connecticut State University in 1983.
Steven Moskowitz
Chief Operating Officer, Secretary, Treasurer, Chief Financial Officer and Director
Spongetech Delivery Systems, Incorporated
New York , NY
Sector: CONSUMER GOODS / Cleaning Products
Officer since June 1999
44 Years Old
Steven Moskowitz has been Secretary, Chief Financial Officer, and a Director since June 1999. In February 2006, Mr. Moskowitz was appointed to serve as our Chief Financial Officer. Mr. Moskowitz has served as a director of RM Enterprises International, Inc. since April 2001, and as its Secretary since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 11, 2003. Since June 2003, he has been director of Tiburon Capital Group, a privately held holding corporation, and since May 2000, he has served as Vice President of ERC Corp., a privately-held marketing consultant. He serves as President, Chief Executive Officer, and as a Director of International Brand Group Management, Inc., a publicly traded company. He has served as President, Chief Executive Officer, and as a Director since December 2007 for and MAP VI Acquisition, Inc., a public reporting company Mr. Moskowitz also serves as Chief Executive Officer, President and as Director of Vanity Events Holdings, Inc., a publicly traded entity. He served as Vice President, Marketing and Business Development for H. W. Carter & Sons, a distributor of children's clothing, from 1987 to 2002. He was President of the H. W. Carter & Sons division of Evolutions, Inc. from 1996 to 1997. Mr. Moskowitz served in various capacities at Smart Style Industries, a manufacturer and distributor of children's apparel, from 1986 to 1987 from sales assistant to Vice President Sales and Marketing. Mr. Moskowitz also serves as a Director of National Stem Cell, Inc. (NHGI.PK) since January 2007. He received his B.S. in Management from Touro College in 1986.
Carl Freer
From Wikipedia, the free encyclopedia
Jump to: navigation, search
Carl Freer
Born May 9, 1970 (age 39)
Residence Los Angeles
Nationality Swedish
Other names Eric Jonsson[1][2], Johan Freer, Brian Littleton[3]
Partner Mikael Ljungman[4]
Carl Freer (born 9 May 1970) is a Swedish businessman and technology entrepreneur. Freer was Chairman of the Board of Gizmondo and is now engaged in an effort to relaunch the business and other technology driven efforts.
Business activities
Freer founded Gizmondo in 2002, and was Chairman of the board of directors at Gizmondo Europe until he resigned his position in October 2005.[5]
The company went bankrupt in February 2006, and Freer is currently engaged in relaunching the Gizmondo product, citing a potential launch in 3rd quarter of 2008[6]
In 2008, Freer founded a startup called Media Power Inc. In May 2008, a partnership was announced where Media Power would donate $5M over five years to Georgia Tech to further Augmented Reality research.[7]
Legal problems
In his teens Freer forged his parents' signature for a loan and was convicted of fraud though Freer says he had his parents' permission to sign on their behalf for a student loan.[2][8] In 2005 he was fined by a German court for buying luxury cars with bounced cheques under the assumed name of Erik (Eric) Jonsson, though Freer says he cancelled the cheques himself because he "thought he was being sold stolen cars."[2][8]
Mikael Ljungman
From Wikipedia, the free encyclopedia
Mikael Ljungman
Born November 25, 1963 (age 45)
Nationality Swedish
Occupation Businessman
Partner Carl Freer, Stein Bagger
Mikael Ljungman (born November 25, 1963) is a businessman and inventor[1] working with mobile communications.[2][3] Mikael Ljungman is a partner of Carl Freer, working on the relaunch of Gizmondo, the gaming and Augmented Reality console, Blowfishworks[2] and The Media Power Group, GetFugu. [4] Following the IT Factory scam, Danish police sent out an arrest warrant for Mikael Ljungman via Interpol. He was arrested by Swedish police in Norrköping and was extradited to Denmark on 27 July 2009. [5][6][7]
Education and work
Ljungman received his law degree from Stockholms University in 1995. From 1995-1997 he worked with PC and Server manufacturing and System software engineering. From 1997 to 2000 Ljungman worked as an international business and financial consultant. From 2000-2004 Ljungman worked with Internet and platform related services including VOIP, IPTV and VOD. From 2004 to present, Mikael Ljungman created online stores, mobile applications and software.[8][9]
Political contributions
Ljungman has formally endorsed and made campaign contributions to Antonio Villaraigosa's Antonio R. Villaraigosa for Mayor 2009.[10] Ljungman has also made campaign contributions to Hillary Rodham Clinton's[11] HillPac organization and John Yarmuth's[12] YARMUTH FOR CONGRESS.[13]
Patent applications
In 2006, Ljungman applied for UK and US patents for a method of mobile advertising by which pre-created advertisement messages, are sent to mobile communication devices in advance of the time and date on which they are to be presented or as live streaming content[14] and for a method to submitting and delivering content events to remote devices by selectively delivering multimedia content, such as sports highlights, a video clip, or a movie, to a mobile communication device.[15] According to the WIPO's Preliminary Report on Patentability, Ljungman's latter patent claims lack either novelty or an inventive step but have industrial applicability.[1]
Media Power Inc
Ljungman co-founded Media Power Inc,[16] a tech company that develops consumer and business products based on Augmented Reality technology (AR) and other advanced systems. Media Power has two divisions offering a range of hi-tech goods and marketing services: Magitech and GetFugu.com. Gizmondo is a client to Media Power Inc.[17] In May 2008, a partnership was announced where Media Power would donate $5M over five years to Georgia Tech to further Augmented Reality research.[18]
Gizmondo
The Gizmondo is a handheld gaming console with GPRS and GPS technology, which was manufactured by Tiger Telematics and its subsidiary, Gizmondo Europe Ltd. Ljungman's company 3P PreForm Marketing and Research[2] performed research and development work for Gizmondo Europe since 2003[19] and was paid $7.6 million.[20] After Gizmondo Europe's bankruptcy in early 2006, the liquidators had outstanding questions about Ljungman and his company's involvement with Gizmondo Europe Ltd; they were perfectly satisfied with Ljungman's answers.[2] In May 2008, Carl Freer bought Gizmondo Europe's intellectual property rights.[21] Ljungman worked with Freer on the relaunch of the Gizmondo, with Freer calling him his "co-pilot".[2] He traveled to China in early 2008 to arrange manufacturing,[22] a contract worth $300M.[2]
3P PreForm Marketing and Research
3P PreForm Marketing and Research AB went bankrupt on October 15, 2004.[19] Ljungman was arrested on October 19, 2004, but released shortly thereafter pending trial.[23] Ljungman was convicted of accounting and having impeded tax supervision in January 26, 2009. Ljungman initially received a two year prison sentence[24] the prosecution was dismissed on the two tax offenses charges resulting in the sentence being reduced to 10 months on appeal in January 2009. He originally was disqualified from running a company in Sweden for five years after after the appeal it was reduced to three years, starting from 2007.[9] Ljungman appealed the verdict to the supreme court.[25] Ljungman has lost a final appeal of the sentence,[25] and was imprisoned in late April 2009.[26]
IT Factory
In December 2008, it was reported that Ljungman had business with bankrupt Danish company IT Factory. Ljungman told the press that he lent his car to Stein Bagger,[27] who had arrived in Connecticut before it was known that Bagger was missing and later became wanted for questioning as a suspect by Danish authorities investigating the bankruptcy.[28] Bagger used Ljungman's car, and may have used his credit card, to drive to Los Angeles, where he surrendered to police. On January 9, 2009, the Deputy Attorney in charge of fraud cases in Denmark announced that they want to question Mikael Ljungman.[29] Danish media has claimed that the Swedish police have found false leasing contract related to IT Factory and Xiop, a Swedish company where Ljungman earlier worked as Business Developer. This specific claim was denied by the Swedish prosecutor Yngve Rydberg.[29] Yngve Rydberg also said at the time there was no suspicion of Ljungman being involved in the crimes being investigated in Sweden.[30] Ljungman was later charged with possible complicity in the fraud in Denmark,[31] and was named as an accomplice by Stein Bagger on the first day of his trial.[32] Ljungman has denied any involvement in Stein Baggers possible fraud. Ljungman claimed he was interested in IT Factory technology PaaS,[33] as he, with the company Media Powers tried to buy it out of the liquidated company.[25] The software was sold to a German company.[34]
The Scam
A concerted group of con artists are using OTCBB and Pink Sheet Companies they control to launder money through several privately controlled financing companies. These individuals take control of otherwise shell companies and finance operations under a private placement arrangement with enterprises they control. In return for the financing, these private enterprises receive shares of the publicly traded enterprises at a significant discounted rate.
In controlling the public company and private funding enterprise, the operatives can control the dissemination of information to the public and time these releases with the dumping of the discounted shares into the market. A classic pump and dump con.
In order to maximize the con, the con needs to create a shareholder base (SpongeTech) and then re-direct the shareholders to the other controlling public companies.
For example:
SpongeTech builds a product that creates revenues. It is the platform to draw in investors. In the process of the business growth, the financing came through a company controlled by the officers of SpongeTech (RM Enterprises International).
SpongeTech invests capital into GetFugo ($4 Million) but so does a non-profitable shell in Vanity Events Holding ($1 Million) which is controlled by the same executives and financed by RM Enterprises International. The 41 Million investment directed through Vanity Events came through third parties controlled solely by the executives of SpongeTech. Investors in SpongeTech now have a vested interest in GetFugu and are introduced to Vanity Events.
To maximize the interest in GetFugu (the next targeted P&D) another private party, with no business, is bought in to validate the product and invests the sum total of what Vanity Events and SpongeTech invested ($5 Million). Where did this $5 Million originate from considering this is a new company with no revenues?
These same SpongeTech operatives are associated with a pink sheet company called Proteoderm (National Stem Cell Holding). Proteoderm deals in anti-aging medicines which just so happens to be the expertise of the doctor who is now the CEO of Health Matrix. The CEO of Proteoderm acting as director to Vanity Events.
Linking the companies creates the ‘cult flow’ of investors that will invest in each of the separate entities as a trust is created by management. The SpongeTech revenues (for what they are) will create that initial trust.
In the process of creating this inter-relationship between companies, the financing firms behind each are receiving hundreds of millions to billions of shares that are later sold into the markets for tremendous profit.
These con men do not make their money on salary from the company which is why they are given little if any. Their real money comes from the financing arms with the public company representing the sales and marketing of that financing firm.
Con men also know that you have to spend money to make it and they play that ole into the hearts of investors.
Of note; the executives of SpongeTech used the disguise of shot selling as a factor in holding their market back. They can do this because of the transparency issues involving 144 stock and disclosures.
SpongeTech made it to the Reg SHO list and investors were told by management that the fails were shorts as these fails were being created by sales executed out of their financial arms.
The Data
Spongetech
10Q filed April 2009
NOTE C – RELATED PARTY TRANSACTIONS
On December 3, 2007, the Company entered into a lease for an office located at 43W 33rd Street, Suite 600, New York, New York 10001 (the “Premises”). The Premises consist of 1500 square feet of office space. The lease term commences on February 1, 2008 and expires January 30, 2011. However, the Company has an option to renew the lease for an additional 3 years at an increased rent of 5% for each additional year. Rent on the Premises is $4,000 per month plus 35% of the cost of electricity for the entire floor.
In July 2008, RM Enterprises International, Inc., a company that is our majority stockholder and which is controlled by our officers and directors, agreed to grant the Company the right, exercisable by the Company at any time on or prior to February 28, 2010, to 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. to the Company for such shares, or an aggregate of $4,918,432.46 for all of such shares. 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.
On July 16, 2008, the Company entered into an employment agreement with Steven Moskowitz pursuant to which Mr. Moskowitz agreed to act as the Chief Operating Officer and Chief Financial Officer for a three-year term. In consideration for his agreeing to act as Chief Operating Officer and Chief Financial Officer and in lieu of any salary payable in cash for the three-year term, the Company agreed to issue an aggregate of 4,000,000 shares of Class B Stock to Mr. Moskowitz. Such Class B Stock is entitled to 100 votes per share on all matters for each share of Class B Stock owned, and vote together with the holders of common stock on all matters. Further, each share of Class B Stock is convertible at the option of the holder, into one fully paid and nonassessable share of Common Stock.
On July 16, 2008, the Company entered into an employment agreement with Michael L. Metter pursuant to which Mr. Metter agreed to act as the Chief Executive Officer for a three-year term. In consideration for his agreeing to act as Chief Executive Officer and in lieu of any salary payable in cash for the three-year term, the Company agreed to issue an aggregate of 4,000,000 shares of Class B Stock to Mr. Metter. Such Class B Stock is entitled to 100 votes per share on all matters for each share of Class B Stock owned, and vote together with the holders of common stock on all matters. Further, each share of Class B Stock is convertible at the option of the holder, into one fully paid and nonassessable share of Common Stock.
On July 16, 2008, the Company entered into a consulting agreement with Frank Lazauskas pursuant to which Mr. Lazauskas agreed to act as a consultant to the Company for a three-year term. In consideration for his agreeing to act as a consultant, and in lieu of any compensation payable in cash for the three-year term, the Company agreed to issue an aggregate of 2,000,000 shares of Class B Stock to Mr. Lazauskas. Such Class B Stock is entitled to 100 votes per share on all matters for each share of Class B Stock owned, and vote together with the holders of common stock on all matters. Further, each share of Class B Stock is convertible at the option of the holder, into one fully paid and nonassessable share of Common Stock.
During the three months period ended November 30, 2008, the Company issued an aggregate of 409,953,442 shares of common stock to RM Enterprises International, Inc., a related party, in consideration for the conversion of an aggregate of $6,319,569 in debt or an average of $0.015per share.
During the three months period ended February 28, 2009, the Company issued an aggregate of 306,412,290 shares of common stock to RM Enterprises International, Inc., a related party, in consideration for the conversion of an aggregate of $1,188,970 in debt or an average of $0.0039 per share.
In total, nearly 1 Billion shares of stock were issued to RM Enterprises International in the span of 1 year for total fees received of $12 million.
Where did the $12 Million that RM Enterprises funded come from? The officers of SpongeTech, and the sole controllers of RM Enterprises have a history of personal bankruptcy and in acting as officers of failed penny stock companies.
Effective October 8, 2008, the Board of Directors of the Company amended the Company’s Certificate of Incorporation to increase its authorized capital to 1,000,000,000 shares consisting of 950,000,000 shares of common stock, par value $0.001, 40,000,000 shares of preferred stock, par value $0.001, and 10,000,000 shares of Class B Stock, par value $0.001. The Class B Stock is a newly created designation.
Effective December 12, 2008, the Board of Directors of the Company amended the Company’s Certificate of Incorporation to increase its authorized capital to 1,305,000,000 shares consisting of 1,250,000,000 shares of common stock, par value $0.001, 40,000,000 shares of preferred stock, par value $0.001, and 15,000,000 shares of Class B Stock, par value $0.001.
NOTE E – SUBSEQUENT EVENTS
Subsequent to the date of the financial statements, the Company cancelled an aggregate of 526,585,544 shares of common stock. The shares originated from the repurchase of common stock of RM Enterprises. This reduces the number of outstanding shares of common stock from 1,249,451,605to 722,866,061 shares.
According to the end of Quarter filing, the company had almost 1.25 Billion shares issued and, held $34,000 cash in cash and cash equivalents. Where did the capital originate to repurchase these shares? Since these are changes in beneficial ownership associated with a major stock holder (RM Enterprises) and in which the major stockholder is a third party
The Balance sheet likewise identifies that based on revenues; there are not adequate profits from operations to support the significant cost of repurchase in shares. According to the un-audited filings, $31 million in Revenues over a 9-month period yielded only $6 Million in Profits. It was also during this same 9-month period of $6 Million in profits, SpongeTech was required to borrow $12 million from RM Enterprises.
In the months after this filing period (Feb. 2009), SpongeTech admits in their filing that they repurchased over 500 million shares from RM Enterprises. But in the future months, SpongeTech likewise invested in a significant amount of sponsorship programs with MLB, NLF, NASCAR, US Open, and other major business enterprises. They have also invested a reported $4.5 Million into the purchase of Dicon Technologies.
SpongeTech's® Recent Highlights
The Company's gross revenue* for FY2009 ending May 31, 2009 exceeded $50 million, versus $5.633 million in FY2008, an 888% increase.
In FY2009, SPNG had pre-tax profits of $10 million, up 834% from $1.2 million for FY2008.
http://www.spongetechinc.com/company_profile/highlights
This information highlighted on their web site implies that revenues between February and May 2009 approached 20 Million with a pre-tax profit on those revenues of slightly less than $4 Million. Not enough to buy back these securities from RM Enterprises. Despite shortages in capital the company continued to spend.
Posted: Thu, July 9, 2009
SpongeTech® Delivery Systems, Inc. Announces Acquisition of Dicon Technologies
SpongeTech® Delivery Systems, Inc., America’s Cleaning Company™, (OTCBB: SPNG) is pleased to announce that the Company has acquired Dicon Technologies (“Dicon”), a company that specializes in research and development of products derived from hydrophilic urethane chemistry. The Board of Directors of SpongeTech® and Dicon have approved and completed the transaction. SpongeTech® acquired Dicon for $4.45 million in cash only. The Company has immediately picked up approximately $10 million in revenues and approximately $1.5 million in pre-tax earning from the acquisition. Dicon currently sells various products including private label brands for multiple industries through established channels of distribution in the U.S., including traditional food, drug and mass market stores such as CVS, Walgreens, Kmart and Wal-mart as well as direct sales to large commercial clients; all of which SpongeTech® intends to immediately utilize. In addition to the U.S. distribution, Dicon currently has distribution in Asia.
Including a major investment in a OTCBB Company that has had zero revenues over the past two years and has a curious spending habit of their own. GetFugu.
Posted: Tue, September 8, 2009
SpongeTech(R) Delivery Systems, Inc. Invests $4 Million in GetFugu, Inc.
Sep. 8, 2009 (Business Wire) -- SpongeTech® Delivery Systems, Inc. ("SpongeTech") “The Smarter Sponge™”, (OTCBB: SPNG - News) announced today that the Company has agreed to invest $4 million in GetFugu, Inc. (“GetFugu”), a technology company that focuses on developing mobile search tools. The investment is a result of GetFugu’s successful customization of its mobile based web search and e-commerce technology specifically designed for SpongeTech. Investment banking firm, Cresta Capital Strategies LLC, was the advisor on the transaction. SpongeTech will be the first company to utilize GetFugu’s innovative mobile search platform.
Spongetech not only invested $4 Million but also signed a $250,000 contract with GetFugu.
The SpongeTech Pump and Dump: (Who is selling all that volume that initiated in May/June 2009 as the stock ran up 12X and held)
What we know by the filings is that the only shares issued to trade were issued to RM Enterprises whose controlling executives are also the executives of SpongeTech.
GetFugu
From 10Q filed 8/19 for Quarter ending June 2009
With current assets of $19,000 this company received $10 Million in investments in the month of September. The funding into the company came from a small group of principles that run each of the investment companies. The executives of SpongeTech
How has GetFugu spent their money raised?
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $4,556,940 and $5,232 for the three months ended June 30, 2009 and 2008, respectively. The increase in expense of $4,551,708 is directly related to costs associated with capital raising efforts and the hiring of employees and consultants in anticipation of commencing operations. In 2008, SG&A consisted solely of professional fees associated with compliance costs.
Selling, general and administrative SG&A expenses were $12,680,040 and $13,002 for the six months ended June 30, 2009 and 2008, respectively. The increase in expense of $12,627,038 is attributed to costs associated with capital raising efforts and the hiring of employees and consultants in anticipation of commencing operations later in 2009.
In 2009, SG&A included $1,320,554 in salaries and wages, $9,714,111 in professional services and consulting, $1,735,000 in Board fees, $112,303 in overhead and corporate costs, $111,725 in travel and entertainment and $49,069 in sales, marketing and other expenses. The salary and wages included $118,895 in cash compensation and $787,250 in stock compensation for the CEO. Professional services and consulting consisted of $738,049 in cash compensation and $9,000,583 in stock compensation, and included $4,529,750 to investment banking and investor relation firms, $1,260,500 in consulting fees to founders and others assisting in capital raising efforts, $3,208,333 for consulting services relating to mobile content in the entertainment industry, and $241,824 for legal, accounting and compliance services. Board fees consisted of $45,000 in cash compensation and $1,690,000 in stock compensation to a Director and Chairman of the Board.
Based on a small company where the board and executives co-mingle, and based on capital raising being attributed to a close group of investors, GetFugu spent as much raising capital as they did acquiring capital. It also seems that the money raised is not going into operations but into the executives through cash and stock.
As provided in the Bio’s, GetFugu has an affiliation with less than reputable business men. Shortly after the PR releases announcing the $10 Million in investments, GetFugu published a false and misleading press release that had an immediate impact on the market.
CORRECTING and REPLACING -- GetFugu, Inc. Initial Launch Features Android Mobile Application
On Wednesday September 9, 2009, 7:55 pm EDT
SAN FRANCISCO, Sept. 9, 2009 (GLOBE NEWSWIRE) -- In a press release issued earlier today for GetFugu, Inc. (OTCBB:GFGU - News), please note all references to Google have been removed. The corrected release follows:
GetFugu, Inc. (OTCBB:GFGU - News), www.getfugu.com, the technology company introducing the revolutionary new "See It," vision recognition (ARL) "Say It," voice recognition (VRL); "Find It," Location recognition (GRL); and "Get It," Hot-Spotting mobile search tools, reported today that its initial launch will take place on the Android(tm) platform.
Volume spikes in GFGU accompanied each deal announced and was manipulated up on short volume leading into these pre-arranged deals. The September press announcements creating enough volume to profit in the teams dumping of shares. The erroneous release only corrected after hours despite their acknowledgment during the trading hours.
Who are the sellers that took advantage of the spike in GFGU’s market? Shares issued wee to a tightly controlled group of people associated with the company.
Vanity Events Holdings
This pump and dump has not yet been launched as the company is in its infancy. By this chat, the trading in the stock originated in April 2009.
And based on their financials and no revenues they have a long way to go.
They have a long way to go….
But in September 2009, just 3 months later, Vanity Events Holdings has found financing that they then redirect towards getFugu.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 1, 2009, Vanity Events Holding, Inc. (the “Company”) closed a private placement of 4,000,000 shares of common stock (the “Securities”) to 11 accredited investors (the “Investors”) for aggregate gross proceeds of $1,000,000 pursuant to a Securities Purchase Agreement.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of the above-referenced Securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
The fact that $1 million was received on September 1, 2009 as financing into Vanity Events (for stock shares priced at $0.25 in a market trading at $2.00+ or an 88% discount) so simply re-direct into GetFugu is a clear red flag towards laundering. Why wouldn’t the investor in Vanity Events not simply invest directly into GetFugu?
Vanity Events Holding, Inc. Announces $1 Million Strategic Investment in Getfugu, Inc.
Press Release
Source: Vanity Events Holding, Inc.
On Friday September 4, 2009, 9:30 am EDT
NEW YORK--(BUSINESS WIRE)--Vanity Events Holding, Inc. (“Vanity”) (OTCBB: VAEV - News), is pleased to announced that the Company has agreed to a strategic investment of $1 million into Getfugu, Inc. (“Getfugu”), a technology company that focuses on developing mobile search tools. Getfugu’s already proven, proprietary technology, is capable of recognizing specific company logos embedded in television images in real time. Making use of the 3 billion mobile phones deployed around the world, advertisers can, for the first time, direct interested users to websites designed specifically for a targeted demographic group. This technology is unique to Getfugu because it covers the entire image on a television and performs the search in real time, as images on the television move.
Of significance is these con men’s fixation with share distributions, Vanity Events Holdings issued a Stock Dividend (to themselves) in September 2008 despite no business.
Effective September 26, 2008, the Board of Directors of the Vanity Events Holding, Inc. (the “Company”) declared a stock dividend of 1.71178 shares of common stock for every 1 share of common stock held by shareholders of record at the close of business on September 26, 2008.
Map V I Acquisitions.
This is a company run by Metter and has recently changed its name to Blue Star Media
Radio Broadcaster Goes Public By Reverse Merger
Posted February 05, 2009 4:19PM
Businesstalkradio.net Inc., a company that produces radio programs broadcast nationwide, reverse merged with the Form-10 shell company Map VI Acquisition Inc.
Map VI issued all of its 72.3 million shares to Bussinesstalkradio.net yesterday.
The Stamford, Conn.-based company has about 1,400 affiliate radio stations that broadcast its 40 original programs on finance, investing, health, and entertainment. It emerged from bankruptcy in 1999.
The company had $2.6 million in revenues in the first nine months of 2008, which was mostly generated from advertising. Revenues were down more than 9% from the year-earlier period. The company had a net loss of $1.2 million during the first nine months of 2008, compared with a loss of $1.3 million in the same period in 2007.
Richard Friedman with the law firm of Sichenzia Ross Friedman Ference advised on the merger.
Director Michael Pisani owns almost 32% of the company's stock. CEO Michael Metter owns about 12%. Director Frank Lazauskas owns 10% personally and 7% through his company FJL Enterprises.
Map VI was created by Mercantile Capital Group in 2007 with the assistance of New York law firm Mintz Levin Cohn Ferris Glovsky and Popeo.
In January 2008, Mercantile sold the shell, as well as Map V Acquisition Inc., for $30,000 each to Highland Global Partners, based in Dix Hills, N.Y
The Company has since changed names to Blue Star Media. BusinessTalkradio.net has filed a won a lawsuit against Metter and Lazauskas for non-payment of monies offered in financing offered by RM Enterprises . This is a major red flag.
With shares being issued to RM Enterprises by each of these shells, to what guarantee do we have that money actually exchanged hands between the financier and the companies? The financing of SpongeTech does not show clearly where the $12 Million they received was used. They were always cash poor despite the infusions of monies.
From 8-K filed for Map VI. Metter is CEO
On June 25, 2009, Map VI, Acquisition, Inc. (the “Company”) and its wholly owned subsidiaries, Lifestyle TalkRadio Network, Inc., Greenwich Broadcasting Corporation, BTR West II, Inc., BTR Communications Boston II, Inc. and WURP East, Inc. (collectively, the “Subsidiaries”) entered into a loan and security agreement (the “Agreement”) with RM Enterprises International Ltd. (“RM”), whereby it sold to RM a secured convertible promissory note in the principal amount of up to $6,000,000 (the “Note”). The Note is convertible at any time at the option of the holder and will become due and payable on June 25, 2011. The Note is convertible based on a formula whereby RM can convert the Note into two-thirds of the number of shares of the Company’s common stock on a fully diluted basis. RM also received warrants to purchase 15,000,000 shares of the Company’s common stock, with an exercise price of $0.01. The term of the warrants is for five years from the date of issuance. The Note is guaranteed by the Subsidiaries of the Company pursuant to a subsidiary guaranty. Proceeds from the sale of the Note to RM will be used towards the payment of the Company's obligations under an Agreement and Settlement and General Release (the “Settlement Agreement”) which is described in more detail below.
And …
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to the written consent of a majority of the shareholders of the Company dated June 3, 2009 (the “Record Date”), in lieu of a special meeting of the shareholders. Such action will be taken on or about September 2, 2009:
1. To amend the Company’s Certificate of Incorporation to change the name of the Company to Blue Star Media Group, Inc.
2. To amend the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock, par value $.0001 per share (the “Common Stock”), of the Company from 75,000,000 shares to 250,000,000 shares. (the “Increase”).
Violations in Federal Laws
After showing a pattern of evidence that inter-twines this close network of people into common companies and common funding services (Most notably RM Enterprises International) it appears that several laws could be violated:
Money Laundering: What is the source of RM Enterprise finances? The company originates off an individual (Metter) who filed for personal bankruptcy, Lazauras who’s prior work experience appears to be owner of 3 domino’s franchises, and Moskowitz. Where was the initial money investment into all these shells?
It looks like within these companies the monies made by the businesses are likewise transferred back out of the company and into these entities.
Pump and Dump. With the exception of SpongeTech none of these companies make money but each has had opportunity to hype up an event long enough to have major shareholders dump shares. Each of these companies mentioned has seen the same growth in price per share and trade volume this last quarter. They are using the recent growth of SpongeTech to propel them all and make their money.
Filing Violations: EDGAR filings in each of these companies do not show any records of trade activities despite there being a clear selling of shares issued to these private financing agreements. These financing agreements represent majority ownerships and thus would require a 10% or above filing. Because these firms are also under the control of the corporate officers, they should be considered insider share holdings.
In July 2009 the executives of SpongeTech published a PR claiming the purchase of shares to pump the market but form 4 changes in beneficial ownership has not been filed.
This is a very close network of con men where a majority of their public filings are associated with a change in the stock of this company. Whether it is to increase the authorized shares or execute Reverse splits, forward spits, or stock dividends, the focus is on shares and how to maximize the profits off those shares they issue to themselves.
This is a first attempt at looking into this complicated network of people. I can not even guarantee that I touched all bases of which they are involved. The various financing arms they use can not be found in internet searches where they have been involved in any dealings outside of dealing with themselves. That certainly is a red flag.
David Patch
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