Steven Moskowitz and Michael Metter are selling Restricted SPNG 144 stock held by RME and lying about it to investors.
Steven & Michael Are Selling RME Restricted Shares to Private Investors 3-Mar-09 09:21 am Steven Moskowitz and Michael Metter are selling Restricted RME 144 Stock and lying about it to investors. I already know of cases where this has happened. This stock is going into the float and a Form 144 is not being filed. I believe this is how they are doing it:
Steven Moskowitz and Michael Metter gave themselves Restricted 144 Stock to RME as an affiliate (They own this company which makes it an affiliate) . These shares were given to RME at a discount in the tranches(40% of market price). As affiliates of Spongetech , Steven and Michael through RME then sold the RME restricted 144 Stock to accredited investors.
The investors then hold the stock for 6 months. They can then go to the Transfer agent and have the "restricted" legend removed and the stock is freely tradable. These investors do not have to file a Form 144 with the SEC to sell the restricted stock because they are not affiliates of the company (See SEC rules attached below)
I am already aware Steven and Michael selling RME Restricted 144 Stock to private investors and have been in contact with the investors about this. I have seen the language in the stock subscription agreement from RME to the investors. The investors that I am personally aware of have already had their "restricted" legend removed at the transfer agent and this stock has been added to the float and to my understanding has been mostly to completely sold. A form 144 was not filed for the sale of securities because the accredited investors are not affiliates of the company. I have provided the SEC material below:
If I Am Not an Affiliate of the Issuer, What Conditions of Rule 144 Must I Comply With? If you are not (and have not been for at least three months) an affiliate of the company issuing the securities and have held the restricted securities for at least one year, you can sell the securities without regard to the above conditions. If the issuer of the securities is subject to the Exchange Act reporting requirements and you have held the securities for at least six months but less than one year, you may sell the securities as long as you satisfy the current public information condition.
What are the above conditions mentioned and what is important? Well since they are not an affiliate they can bypass needing to file a form 144 with the SEC when they sell them.
What Are the Conditions of Rule 144? If you want to sell your restricted or control securities to the public, you can follow the applicable conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:
Omitted First 4 conditions for brevity- Feel free to look it up
5. Filing a Notice of Proposed Sale With the SEC. If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale must take place within three months of filing the Form and, if the securities have not been sold, you must file an amended notice.
The Mazuma Purchase Agreement was legitimate 3-Mar-09 09:25 am If you remember this was posted on the MB months back and Steven quickly said that it was a forgery. Email me at alaninvestor30@hotmail.com if you want the Mazuma Holding purchase agreement from RME. I am not aware of whether this purchase was completed and it was not what I was referring to in the last post.
This document was not a forgery however. Here is the email thread from Steven to the individual that received it. My next post will show steven's lying response back to Doug Furth.
From: steven moskowitz [mailto:symoskowitz@msn.com] Sent: Tuesday, September 23, 2008 1:58 PM To: (Omitted) Subject: FW: Scan Data from [XRX0000AAA275A1]
Thank you,
Steven Y Moskowitz
COO Spongetech Delivery System Inc. 43 WEST 33RD STREET Suite 600 New York NY, 10001 Tele: 212-695-7850 ext: 210 Fax: 212-594-4172 Cell: 917-685-4958 symoskowitz@msn.com www.spongetech.com
From: steven@spongetech.com To: symoskowitz@msn.com Subject: FW: Scan Data from [XRX0000AAA275A1] Date: Tue, 23 Sep 2008 16:51:56 -0400
mazuma
Thank you,
Steven Y Moskowitz
COO
Spongetech Delivery Systems Inc.
43 West 33RD Street, Suite 600
New York NY 10001
Tele: 212-695-7850 ext: 210
Fax: 212-695-9342
Cell: 917-685-4958
steven@spongetech.com
www.spongetech.com
From: xeroxscanner@anlicensing.com [mailtoeroxscanner@anlicensing.com] Sent: None To: steven@spongetech.com Subject: Scan Data from [XRX0000AAA275A1]
No virus found in this outgoing message. Checked by AVG. Version: 7.5.524 / Virus Database: 270.7.1/1686 - Release Date: 9/23/2008 7:38 AM Rating : (5 Ratings) Rate it:
alaninvesto...
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=================== Re: The Mazuma Purchase Agreement was legitimate 3-Mar-09 09:27 am ------------------------------------------------------- ------------------------- From: symoskowitz@msn.com To: j926@aol.com Sent: 11/11/2008 1:18:16 P.M. Eastern Standard Time Subj: RE: What is this?????
we know who did it ben savage
Thank you,
Steven Y Moskowitz
COO Spongetech Delivery System Inc. 43 WEST 33RD STREET Suite 600 New York NY, 10001 Tele: 212-695-7850 ext: 210 Fax: 212-594-4172 Cell: 917-685-4958 symoskowitz@msn.com www.spongetech.com
From: J926@aol.com Date: Tue, 11 Nov 2008 13:14:26 -0500 Subject: Re: What is this????? To: symoskowitz@msn.com
Dear Steve,
Are you saying that this is a fake? And that it is not real? And that it never happened?
Regards,
Doug
In a message dated 11/11/2008 1:13:06 P.M. Eastern Standard Time, symoskowitz@msn.com writes: were not its not even my signature its not signed it looks like a cut and paste
Thank you,
Steven Y Moskowitz
COO Spongetech Delivery System Inc. 43 WEST 33RD STREET Suite 600 New York NY, 10001 Tele: 212-695-7850 ext: 210 Fax: 212-594-4172 Cell: 917-685-4958 symoskowitz@msn.com www.spongetech.com
----------------------------------------------------- --------------------------- From: J926@aol.com Date: Tue, 11 Nov 2008 11:15:08 -0500 Subject: Fwd: What is this????? To: symoskowitz@msn.com
Dear Steve,
Please comment.....
Regards,
Doug
----------------------------------------------------- --------------------------- From: alaninvestor To: J926@aol.com Sent: 11/11/2008 11:13:41 A.M. Eastern Standard Time Subj: What is this?????
This has now been posted publicly on the yahoo message board.
Why is RME selling shares to Mazuma Holding Corp way under market value at .015? They are selling them as unrestricted shares with no option attached.
Who is Mazuma and who is Curt Kramer? Rating : (6 Ratings) Rate it:
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=========== Re: Steven & Michael Are Selling RME Restricted Shares to Private Investors 4-Mar-09 11:43 am Ever since I started posting the truth about this company in the middle of the day on Monday the volume has been almost non-existant.
I wonder which stock manipulators got scared and stopped. This market in SPNG is completely manipluated outside of the retail investors. That seems to be the most obvious thing.
It's probably Steven sitting at his desk behind his level 2 screens trying to figure out what to do next. Everyone knows your lies now Steven. Rating : (5 Ratings) Rate it: