Exhibit Complete

Case 1:10-cv-02031-DLI -JMA Document 45

Filed 06/18/10 Page 1 of 3

EXHIBITS

October

2009 Order of Suspension of Trading

Excerpts

from l0-Q

filing

for the quarterly

period

ended February

28

2009

Selected

press releases

issued

by Spongetech

between

April 2007

and December

2007

regarding

SA

Trading

Selected

press releases

issued

by Spongetech

between

March 2008 and August

2008

Excerpts

from

0-KSB

filing

for the

year

ended

May 31

2008

September

2009 press release

issued

by Spongetechended February

Excerpts

from 10-Q

filing

for

the quarterly

period

28

2009

May

2010 screenshot

of Spongetechs

filings

on the

SEC

EDGAR

system

October 16 2009

subpoena

issued

to

TD Bankfrom April 2008to

Spongetech

bank

account statements

September

2009

October

27

2004 bank

account

opening documentation

for

RM

Enterprises

Excerpts

from

0-KSB

filing

for the

year

ended

May 31and

2008

April 2009

Spongetech

bank

account

statements

detail

July 2009

Spongetech

bank

account

statements

and

detail

November

13 2007 Spongetechtransfer

bank

account business

signature card

Worldwide Stockissued

agentto

registrar

control book

showing Spongetech

shares

from June

2009

March 24 2009control

Olde

Monmouth

transfer

agent

registrar to

book showing Spongetech

shares

issued

from December

2002

June

2009

February

2009 press release issued by Spongetech

Olde

Monmouth

transfer

agent

master transaction journal 2002to

showing 2009

Spongetech

shares issued

and cancelled

from December

June



Worldwide Stockshares issued

transfer

agent

registrar

control journal

showing

Spongetech

and cancelled

from June

2009

to

December 10 2009 AlT

Bank

account

business

signature cards for Asset

Management

Enterprises

Capital

and Wesley

Equities

Pensley attorney opinion

letters dated

March 15 2007

April

23 2007 May 18

2007 and June 19 2007from Olde Monmouthshares issued

Excerpts

transfer

agent

master transaction journalto

showing

Spongetechletters

and cancelledApril

pursuant

Pensley attorney opinion and June 19 2007

dated

March 15 2007

23 2007 May 18 2007for transfer

Olde Monmouth

transfer to

agent

documentation

of shares

to

Mazuma

Corp

pursuant

Pensley

attorney opinion

letter

dated

March

15 2007sale of dated

Excerpts

from

Mazuma Corp

brokerage accountto

statements

showing

Spongetech

shares received

pursuant

Pensley attorney opinion

letter

March 15 2007of the testimony of Pensley on November

Excerpts

2009

AABB CC

Excerpts

from Pensley brokerage account statementspursuantto

showingletters

sale of Spongetech

shares received

various

attorney opinion

Excerpt from Worldwide of sharesto

Stock transfer agent

transfer journal

showing

issuance

RM RM

Enterprises on June

24

2009

Excerpt

from Worldwide

Stock transfer agentto

transfer journal

showing

transfer

ofto

shares from Halperin

Enterprises opinion

Maremmano Corpon June

and Diomede Corp pursuant

attorney

letter

24

2009

DDEE

Excerpts

of the testimony

of Halperin

on November

19 2009sale

Excerpts

from Acacia Investorsshares received

LLC

brokerage accountto

statements

showingletters

of Spongetech

pursuant

various

attorney opinion

FF

July

2009

RM

Enterprises bank

account

statements

GO HH

August 2009

RM RM

Enterprises bank

account statements

Excerpt

from Worldwide

Stock transfer agentto

transfer journalparties

showingto

transfer

of

shares from opinion

Enterprises

various

third

pursuant

Halperin

attorney

letter

on July

2009



II

Excerpt

from Worldwide

Stock transfer agentEnterprisesto

transfer

journal

showing transfer of

shares from Asset Halperin attorney

Managementopinionletter

Acacia Investors

LLC

pursuant

to

on July

21

2009

JJ

Excerpt of shares

from Worldwideto

Stock transfer

agent

transfer journal

showing

issuance

Asset Management

Enterprises on June Enterprisesto

25

2009

and transfer of thosepursuant

shares from Assetto

Managementopinion

Cobble Creek Consulting 2009

Halperin

attorney

letter

on July

29

KKLL

July

29

2009 Halperin

attorney opinion

letter

re Cobble

Creek Consulting

Wiredebit

transfers

from Cobble Creek Consulting from Asset Management bankstatement

to

Asset Managementto

Enterprises

memos

Enterprises

RM

Enterprises

and July

2009

RM

Enterprises

MM

Excerpt of shares

from Worldwideto

Stock transfer on June

agent

transfer journal

showing

issuance

Wesleyto

Equities

25

2009 and transfer of those shares frompursuantto

Wesleyletter

Equities

Clearview

Investments

Halperin

attorney opinion

on July

29

2009

NN00PP

July

29

2009 Halperin

attorney

opinion

letter re

Clearview

Investments

December 19 2007 Department ofWire transferEnterprisesto

Justice press release

Wesley

Equities

debit

memo

from Wesleystatement

Equities

to

RM

and July 2009

RM

Enterprises

bank

QQ

Excerpt of shares

from Worldwideto

Stock transfer agent

transfer journal

showing issuance

AlT

Capital on June

25

2009 and transfer of those shares from AlTto

Capital to

Double

Trading

pursuant

Halperin

attorney opinion

letter

on July

29

2009

RRSS

July

29

2009 Halperin

attorney

opinion

letter re

Double

Trading

Wire transfer and July 2009

to

AlT

Capital

debit

memo

from AlT Capital

to

RM

Enterprises

RM

Enterprises bank

statement

TT

2009 wires from

RM RM RM

Enterprises

to

Mindy MoskowitzTiburon

UU VV

2009 wires from

Enterprises

to

Capital

2009 wires from

Enterprises

to

DL

Investments

Case 1:10-cv-02031-DLI -JMA Document 45-1


UNITED STATES DISTRICT

COURT FOR THE EASTERN DISTRICT OF NEW YORK

UNITED STATES SECURITIES AND

EXCHANGE

COMMISSIONPlaintiff

CV-1O-2031

SPONGETECH DELIVERY SYSTEMS INC RM ENTERPRISES INTERNATIONAL INCSTEVEN

MOSKOWITZ

MICHAEL METTER GEORGE SPERANZA JOEL PENSLEY and JACK HALPERINDefendants

Exhibits

annexed

to

and submitted with

the

DECLARATION OF CHARLES

DAVIS JR

EXHIBIT



UNITED STATES OF AMERICABeforethe

SECURITIES

AND EXCHANGE COMMISSIONOctober 2009

IN

THE MATTER OF DELIVERY

SPONGETECH

SYSTEMS INC ORDER OF SUSPENSIONOF TRADING

File

No

500-1

It

appears

to

the

Securities

and Exchange

Commission

that

there

is

lack

of

current

and

accurate

infonnation

concerning

the securities

of SpongeTech

Delivery

Systems Inc

SpongeTechto

because

questions

have

arisen

regarding

the

accuracy

of

assertions

in press releases

investors

and

in periodic reports

filed with

the

Commission

concerning

among

other things

the

amount of

sales

and

customer

orders received

by

the

company

the

companys

investment

agreements and

the

companysfiled any

revenues

as reported

in its fmancial

statements

In addition

SpongeTech has not

periodic

reports

with the Commission since

the period

ended February

28 2009andthe protection

The

Commission

is

of the opinion

that

the public

interest

of

investors

require

suspension

of trading

in the

securities

of the above-listed

companySecurities

THEREFOREExchange Act of 1934

IT IS

ORDEREDin the

pursuant

to

Section

12k

of the

that

trading

securities

of the above-listed

company

is

suspended

for the period

from 930 a.m

EDT

on October

2009 through

1159 p.m

EDT

on October

16 2009

By

the

Commission

Elizabeth Secretary

Murphy






EXCHANGE COMMISSIONPlaintiff

CV-1O-2031


MOSKOWITZ


Exhibits

annexed

to

and submitted with

the


DAVIS

JR.

EXHIBIT


Filed 06/18/10 Page 2 of 3Pageof 35

l0-Q

v146656_lOq.htm

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington

DC

20549

FORMNI

1O-QACT OF1934

QUARTERLYfor the

REPORT PURSUANTperiod ended

TO SECTION28 2009

13

OR 15D OF THE SECURITIES EXCHANGE

quarterly

February

TRANSITION

REPORT PURSUANT

TO SECTIONCommission

13

OR

IS

OF THE SECURITIES333-123015

EXCHANGE

ACT OF

1934

file

No

Spongetech Delivery Systems IncExact nameof registrantas specified inits

charter

DelawareState of incorporation

54-2077231

I.R.S Employerrd

Identification

Number

43

West

33

Street

Suite

600

New York New Yorkaddress of principal executive

10001

offices

Zip

Code

212Registrants telephone

695-7850 including area code

number

The EmpireSuite

State

Building

350

Fifth

Avenue10118

2204

New York Newexecutive

York

former address mark whetherAct of 1934

of principal

offices

Zip

Codeby Sectionthe 13

Indicate Securities

by check

the

registrant the past

has filed 12 months

all

reports for

required to be filedshorter past

or 15

of thetofile

Exchangeand

duringto

or

suchfor the

period 90

that

registrant

was required

such

reports

has been

subject

such

filing

requirements

days

YesIXl

NoDby check mark whether company12b-2 Large See of thethe the registrant definitionsis

Indicate

large

accelerated

filer

an accelerated accelerated

filer

non-accelerated

filer

or

smaller reporting

of large accelerated

filer

filer and

smaller reporting

company

in

Rule

Exchangefiler

ActAccelerated Smaller reportingfiler

accelerated

Non-accelerated

filer

company

RI

Indicate

by check

mark whether

the

registrant

is

shell

company

as defined

in

Rule

2b-2

of the

Exchange

Act

YesDAs of April 16

NoNI2009the

Company

had 722866061

shares of

common

stock

issued and

outstanding

http//www

sec.gov/Archives/edgar/data/

1201251/000114420409021409/v

146656_i Oq.htm

5/5/2010


Filed 06/18/10 Page 3 of 21 3Page

of3S

Additionally Specifically orders These

priorin

to

the

last

fiscal

year

weofin

had

historically

dependedto

on

one

customer represented

for

almost

all

of

our

sales of our

2003sales

weto

sold an

aggregateresulted

183000net

spongessales

TurtleWax

which

approximatelythe

75%

TurtleWaxthe

of

approximately

S29 1000six large

during ended

year February

ended

2003

Commencingdeveloped other accounts

during

fiscal

year

ended

May

2007

and on

the

months

May 28 2008our sales

weby

significantly

our business bothin the

and and

sales

reduced

our dependence

one

customer

and

diversified

adding

U.S

overseas

We

have

also

historically

manufacturer operationsin

was 2007

H.HIn

depended primarily on Brown Shoe Technologiesan investment

one

manufacturer Inc dlb/a

for

the

production

of

our

cleaning

products

Such

2007recently

companywereinstead

bought

which closed its Technologies manufacturing from H.H .Brown Shoe Technologies Inc Dicon TechnologiesDiconin

From

that

time

until

some

products

manufactured of technology

Chinato

by

partners

of

our

manufacturer

under

an

oral are

agreement being

using encapsulation

technology under anoral

relating

hydrophilicsales

sponges Currentlyare

our products manufactured

manufactured

by Dicon

agreement

To handle

our growing

our products

being

by

multiple manufacturers

Weetcare

may still Howeverunableto

usethere

Chinais

facilities significant

for

Pacific

Rim

distribution

South

lead time requiredin the

on

products States delivery

manufacturedthere in shortis

Korea Japan abroad Asassurancethat

China

Thailandthe

Vietnamthat

result to

extent

we

obtain on

products

manufacturedtofulfill

Unitedrequire

no

weare

will

beto

able to

maintain

sufficient to

inventory timely

hand

orders which

time frames If

we

unable

deliver products

customers

we mayfiscal

lose

these customers

During

the

last

two

years

weHadthe

received

somecharged

essential forall

services

at

no

chargethese

due

to

certain

businessreflected as

relationships

established our financial

by

our management statements

we

been

these

services

costs

wouldbut

beare

expensesart

in

Some

of

areas

where

thesethat

services

were

providedwill

includeat

not limited tothe

workfiscal

packagingyearIf

design

andthis

consulting arrangement

We

anticipate

this

arrangement

continuewill

least

through

current

and

when

ceases

we

expect

that

our costs

of doing

business

increase

Our businessdevotegetting this their

modelefforts to

is

to

outsource and

our operationsselling

when

possible

We

intend to

look

to

outsourcedistributors there

our

sales

team

whothat

will

promotingthe

our productsretailers

andas

fostering

relationships

with

whois

can

assist

us with with

our productssales

on

shelves

of large

such

Wal-Mart

and

Costco

However

no guarantee

outsourced

team

our businesses

will

be profitable

Marketing

We

are

making

strong

effort

to

increase

the

domestic chains

sales

in

automotivestores

storesspecialty

retail

stores

home improvementefforts

storesin Inin

convenience shipments additionto

stores

mass

CVSare

markets catalogs Kroger Ace Hardwarein

drug

dollar

andStrauss

stores

These

have

resulted

Bashaslocal

Price national

Choppertrade

Auto

Walgreensthe

andto

other

distributors

we

participating as

numerous

and

shows

throughout

USA

promote

our products

business-to-business

well

as

business-to-consumer

sales

events

We2009Care

have

developed support

new

TV

Spots

in

HD Highretail will also

Definition and

mode

and

for

radio

spots

whichfor

began

running

on

March

23the

Theyand

our growing

domestic

efforts

provideto

productto

information

our Car Care duringspecial

Child events

Care Homesuch events Cleaneras

Pet Care

cleaning

products

Wewe

continue

seek

promote

our products andto

Marchspecial

Madnessproduct

NCAAoffers

basketballIn

tournament expanded

the

Westminster

Dog

Showline

sponsor

regional of the

marketing Pet Bowl

with

addition

our Pet Care product

with the

introduction

Furthersection

in

March more

2009

we

further

improvedstore

our

Spongetech

website

with

better

graphics and

layout

an

enhanced

investor

and

versatile

e-commerce

selling

our products

Also wethe

have

Neware

York

expanded our 2009 sponsorship and Mets New York Yankees

ofthe

MLBSt

professional

baseball

sports

teams

by enteringAll-Star

into

agreements

with of

Louis

Cardinals

site of the

2009

MLB

game

the terms

which

follows

On

February

2009

we

entered and

into for

an

advertising advertising

agreementrights

with during

theall

Queens

Ballpark

Companypractices

QBConin

to

advertise

our cleaning

products

certain the

games includingof the

or workouts the

played opening

by

the

Newif

York 2009

Mets duringBaseball Season

term and

of

the

day

of the

expires on

Agreement Decemberthe

The term

agreement

commenced

31 2011representations asits

The Agreementand

may

be

terminated

bytheif

either

party

the

other

party

materially to

breaches another

warranties

contained

Agreement

ii the Mets

permanently

relocates

facility

primary

baseball facility

by

QBC

http

//www.sec.gov/Archives/edgar/data/

1201251/000114420409021409/v

146656

Oq.htm

5/5/2010







CV-lO-2031


MOSKOWITZ


Exhibits

annexed

to

and submitted with

the


DAVIS JR

EXHIBIT

Case 1:10-cv-02031-DLI -JMA Document 45-3West law4/30/07


NRoomPage

BWIRE 100000

4/30/07

Bus Wire

100000WireBusiness

Business Copyright

2007

Wire

April

30

2007

Spongetech

Signs

Letter

of

Intent

to

Sell

1500000

Biodegradable

Car Wash

and Car Wax

Sponges

to

South

America

Business

Editors

MULTIMEDIAInc

AVAILABLE

ht

tp//www.businesswire.com/cgi-bin/mmg.cgieid53894492007--SpongetechIntent

NEW YORKis

-BUSINESSthey have

WIRE--Aprilsigned Letter

30of

Deliverysell

Systems

OTCBB SPNGand Car Waxto

pleasedto

to

announce

LOlis

to

1500000 Car Washof automotive

sponges

exporter All terms and

SA

Trading

Group Corp SAare subject wellas to

Trading Trading fact

Group

an

exporter

products

South

Americain

of the

LOIas

SA

Groups approvaloryin

of translating within reach

the products three years Central

packaging

Spanish

Portuguese

establishing

South

Americaspongesto

The companyandthe

anticipates

distribution

and

sales

of the cutting-edge

bio

degradable

America

Caribbean

Islands

Steven oursales

Moskowitz

Chief look

Financial forward Southto

Officer

of Spongetech our

Delivery withfurther

Systems

stated

This

is

an

exciting

time

for

company Weanddistribution

finalizing

agreement

SA

Trading

Groupcontinue

Corpto

and

beginning strong

our global

into for

America

Mrwash

Moskowitzand

stated

We

receive eliminate

interest

and demand and allows

our biodegradablethe ability to

Car Washand

Car Wax

Sponges

Our sponges

the use of

bucket

customers

wax

eight or more

cars

The

companiesofthe

specially configured sponge containsthe

sponges

contain formulated

an

outer contact and

layer

and anthe to

inner

matrix Withinis

this

in

ner matrix with

specially

soaps

wax

When

sponge

applied

to

surfaceis

minimal pressure

soap matrixas

or soap holdsas

andthe

waxsoap

are

simultaneouslyit

applied

the surfacethe

WhenThis

the sponge

not in use allows each

the hydrophilic

so that

does

not leak

out of

sponge

no leak system

sponge

to

wash

many

eight cars

For more

informationte

please

contact

Investor

Relations

at

973

351-3868

for

Stephen

Taylor

or visit

the

com

pany

websi

at

www.spongetech.com

About

Spongetech

Delivery

Systems

Spongetechutes

Delivery products

Systemsfor

is

developmentuse utilizing matricesis

stage

company

which

designsto

producessponges

markets containing

and

distrib

cleaning

vehicular

patented

technology

relating are

hydrophilic with an outer

liquid contact

absorbinglayer andthe

foam polyurethaneanis

The

Companyswithspecially

sponges

specially

configured

inner

matrix whichto

loaded minimal

formulated

soaps

and

wax

that

are released designed

when

sponge

applied

surface

with

pressure

The

Companys

products

are currently

2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works

Case 1:10-cv-02031-DLI -JMA Document 45-34/30/07

Filed 06/18/10 Page 3 of 11Page

BWIRE

100000

specifically

for for

vehicularthe

cleaning

use

Howeverfor

the

Company

is

exploringfor

the

possibility

of using bath

its

patented

technology soapsfor

development usesas

of spongesas for

other uses childrens

including bath

use with

anti-bacterial

and kitchen

household

well

use as

foam sponge

Safe

Harbor Statementrelate in to the

Under The companys

Private

Securities

Litigation regardto

Reformthe

Act of 1995impact

The

statements

in

the press

release that

expectations

with

future the

on the companysof the Private

results

fromLitig

newation

products

development

are forward-lookingresults

statements

withinall

meaning

Securities

ReformAdditional

Act of 1995risks

The

anticipatedare set

by any orin

of

these

forward-looking Report onfor

statements

may

notfor

octhe

curyear

and

uncertainties the

forth

the

Companys AnnualReport on

Formthefirst

l0-KSBquarter

ended

December

31 2005

Companysno made

Quarterlyto

Formrelease

0-QSRthe result after

endedthese

March

31 2006 The Companystatementsthat

undertakes

obligationto reflect

publicly

of anythe

revisions hereof

to

forward-lookingflect the

may

be

eventsin

or circumstances

date

or to

re

occurrence

of unanticipated

events

or changes

the

Companys

plans or expectations

MULTIMEDIA

AVAILABLE

http//www.businesswire.com/cgi-bin/mmg.cgieid

5389449

CONTACT973-351-3868

Spongetech

Delivery

Systems

Inc

Investor

Relations

Stephen

Taylor

[email protected]

KEYWORDINDUSTRY

NEW YORK INTERNATIONAL LATIN AMERICA KEYWORD AUTOMOTIVE CONSUMER/HOUSEHOLDPHOTO PHOTOWIREDelivery

RETAIL

PRODUCT

MARKETING

AGREEMENTS

SOURCE Spongetech PHOTO 94112

Systems

Inc

INDEX

REFERENCESINCSales

COMPANY NEWS

SPONGETECHBusiness

DELIVERY

SYSTEMS

SUBJECTMergers

Management

BU42Corporate

Marketing

1C029

Acquisitions

1ME39Polishes

Groups

Ownership

IMA51 1X009

Contracts

Orders

INDUSTRY REGION

Chemicals

CHO4

P007

AmericasSouth

1AM92

North

America

1N039

Latin

America

ILA15

USA 1US73

New

York

1NE72Language

America

1S003

EN

OTHER

INDEXING

TRADING

GETECHMoskowitzSteven

SA LOI OTCBB SPNG SA TRADING DELIVERY SPON SPONGETECH SYSTEMS GROUP CORP DELIVERY STEPHEN TAYLOR TAYLOR Business Editors SYSTEMS INC STEPHEN RETAIL PRODUCT MARKETING AGREEMENTS PHOTO Safe Spongetech Signs Letter

CAR5A

CAR

WAX

CAR

WAX SPONGES

TRADING

GROUP

Moskowitz

KEYWORDS

NEW

YORK INTERNATIONAL

LATIN

AMERICA

AUTOMOTIVE

CONSUMER/

2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works



BWIRE

100000

HOUSEHOLDTICKER

RETAIL

PRODUCT

MARKETING

AGREEMENTS

PHOTO PHOTOWIRE

SYMBOL833

OTCBBSPNG

Word Count4/30/07

BWIRE

100000

END OF DOCUMENT

2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works


BWIRE

100000

Filed 06/18/10 Page 5 of 11Pageof

More

Like This

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Like Selected

Text

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Wire

100000Business Copyright Wire

2007 Business Wire

June

18 2007

SpongetechBusinessEditors

CEO

Updates

Shareholders

on

Company

Progress

NEW YORK--BUSINESSStevencredit of

OTCBB SPNG CEO$3000000confirmationletter

18 2007--Spongetech Delivery Systems Inc announce the company has been provided with Moskowitz pleased based on the order in South America After the company got theWIRE--Juneis

to

online

the Januaryof

through

April order for South

Americait

they

were approvedcontinuing

for the

$3000000Steven funding

credit This

gives the companyOfficer of

the funds

needs

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growth

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Young or

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company

at www.spongetech.com

About Spongetech Delivery Systems

Spongetechanddistributes

Delivery Systems cleaning

is

development stage companyfor vehicular useutilizing

which

designs

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markets

products

containingspecially

hydrophilic

liquid absorbing with an

configured soaps

sponges matrices foam polyurethane The Companys sponges are outer contact layer and an inner matrix which is loaded with speciallypatented technology

formulated pressure

and wax

Thethe

Howeverfor

Companys Companyof

products

is

when the sponge is applied to surface with minimal for vehicular cleaning use are currently specifically designed for the exploring the possibility of using its patented technologythat are released

developmenthousehold

sponges

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uses

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use bath

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uses as well Statementrelease that from

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Under Therelate to

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development are forward-looking statements Reform Act of 1995 The results anticipated by any or all meaning of the Private Securities Litigation of these not occur Additional risks and uncertainties are set forth in forward-looking statements mayresults

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products

impact on within the

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obligation

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be

made

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hereof or

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events

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plans

or expectations

CONTACT

Spongetech wayoungs5aol.com

Delivery Systems

Inc Investor Relations

Bill

Young

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com

pany

website

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2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works



BWIRE 132000

About

Spongetech

Delivery

Systems

Spongetech cleaning liquid contact

Delivery productsfor

Systems

is

developmentuseutilizing

stage

company

which

designsto

producessponges

markets

and

distributes

vehicular

patented

technology

relating are

containing configured

hydrophilic withare

absorbinglayer andthe

foamanis

polyurethane

matricesis

The

Companyswith

sponges

specially

an

outer

inner applied

matrix whichto

loaded

specially formulated

soaps

and

wax

that

released

when

spongefor for

surface with

minimal pressurethe

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are currently designed of using bathits

specifically

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use

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technology soapsfor

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Statenientrelate in to

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Reformto the

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statements

in

the

press release that

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expectations

with

regard

future the

impact

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results

from new productsLitigation not occur

development 1995and

are forward-lookingresults

statements

withinall

meaning

of the Private

Securities

Reform

Act ofrisks

The

anticipatedare set forth

by anyin the

or

of

these

forward-looking Reportfor

statements

Additional

uncertaintiesthe

Companys Annualon

on Formthe first

may 0-KSB forendedthese

the year ended

December

31 2005

Companys

Quarterlyto

Report publicly

Form

0-QSBthe result after

quarterto

March


undertakes

no obligationto reflect

release

of anythe

revisions hereof


may

be

made

eventsin the

or circumstances

date

or to

re

occurrence

of unanticipated

events

or changes

Companys


SpongetechInvestorBill

Delivery

Systems

Inc

Relations -877-776-6438

Young

[email protected]

State

Keywords NewKeywordsSpongetech

York ManufacturingDelivery Chemicals/Plastics

Industry

Automotive

Consumer

General

Interest

Source

Systems

Inc

INDEX

REFERENCES

COMPANY

SPONGETECII

DELIVERY

SYSTEMS INCNorth

REGION USA IUS73Language

Americas

1AM92

America

1NO39

New

York

1NE72

EN

OTHER

1NDEXING SYSTEMS

DELIVERYFriendly

CEOCFO OTCBB SPNG SPONGETECH INC STATE KEYWORDS Bill YoungExpandedMichael

DELIVERYBusiness Steven

SYSTEMSEditors

SPONGETECHAmerica NewYork

Call Environmentally North

Media

Campaign

Metter

Safe

Spongetech

Moskowitz

KEYWORDSFunding

Manufacturing

Chemicals/Plastics

Automotive

Consumer

General

Interest

2010 Thomson

Reuters

No

Claim

to

Orig US

Gov Works



BW1RE

132000

TICKER

SYMBOL878

SPNG

Word Count6/28/07

BWIRE

132000

END OF DOCUMENT

2010 Thomson

Reuters

No Claim

to

Orig US Gov

Works

Case 1:10-cv-02031-DLI -JMA Document 45-3West12/20/07

Filed 06/18/10 Page 10 of 11Newsom

Lavv

PRWIRE

140000

Page

12/20/07

PR Newswire

140000 PR NewswireCopyright

2007

PR Newswire 20 2007

December

SpongelechR

Delivery

Systems

Inc

Filled

Initial

South

American

Order

in

September

Now

Re-order

over

$2475000President of

USDhas Only Scratchin the

S.A

Trading

Company

States

that

SpongeTechRParts

Surface

of the After-

Market

Automotive

Industry

Brazil

NEW YORK Dec Inc OTC BulletinTradingjust

20

Board

NEW YORK SPNG todayourdistributor

Dec

20

/PRNewswire-FirstCall/that

--

SpongeTechRthe real first

Delivery re-order

Systemswith

announcedfor

they

have

gotten an

bigin

Companyover

who

is

South

Americato

We

shipped

initial

order

September and they

ordered

240000

units

This total new

order comes

$2475500is

USDgoodparts

Stevenfor

Moskowitzand

CFO

of

SpongeTechRSouth

states

This

re-order

sign that

there

is

significant

room

expansion

growth

in

the

American

after-market

automotive

industry

In

facthis the

Anthonyrather

Gonzalessizable

the

President

of thisthe

S.Afact

Tradingthat

Companyfelt

recently

talked had

to

Mr

Moskowitz

to

confirm

orderthere

andwith

toits

express unique

he

face ofas

market

downour

automotive

cleaning

SpongeTechR In productskeeping ourparts

only

scratched loveis

the sur nearly national

Brazilcars stores

we

our cars

much

as

weus

love

womenbaseextremely

commented whichwellto exists

Mrof

Gonzalesautomotive

and

clean and

nearly

past-time locations

for

Our

client

after-market product

other

similar retail

has responded

the

SpongeTechR

line

For more information

please

contact

Investor

Relations

at

1-877-

SPONGE

for

Bill

Young

or visit

the

com

pany website

at

www.spongetech.com

About

SpongeTech

Delivery

Systems

SpongeTechRuse aneutilizing

Delivery

Systems designsrelating are to

producessponges

markets and

distributes

cleaning

products

for

vehicular

patented

technology

containing configured

hydrophilic withare

liquid

absorbinglayer and spongefor foris

foaman

polyureth matrixto

matricesis

The Companys spongeswith

specially

an

outer contactthe

inner

whichface

loaded


soaps

and

wax

that

released when

applied

sur

with

minimal pressurethe

The Companys productsis

are currently designed of using bathits

specifically

vehicular

cleaning of wellfully

use

Howeverfor

Company

exploringfor

the possibility

patented kitchen

technology soapsfor

the development

spongesas for

other uses childrens andis

including

use with bath

anti-bacterial

and

household

uses sponge

asis

use as

child-safe with

foam

sponge

Each

SpongeTechRand

Delivery

System

biodegradable

designed

their

cutting-edge

technology

environmentally

friendly

2010 Thomson

Reuters

No Claim

to

Orig US Gov

Works



PRWIRE

140000

Safe

Harbor Statement Under Therelate in to the

Private

Securities

Litigation

Reform Act of 1995future the

The statementsthe

in

the

press release that

companysare

expectations forward-looking anticipatedare set

with

regard to the withinall

impact

on

companys

results

from new productsLitigation not occurthe

development 1995and

statements

meaning

of the Private

Securities

Reform

Act ofrisks

The

results

by anyin the

or

of

these

forward-looking Reportfor

statements

mayfor

Additional

uncertainties

forth

Companys Annualon

onthe

Formfirst

10-KSB

year ended

December

31 2005

the

Companys

Quarterlyto

Report publicly

Form

10-QSBresult after

quarter endedto

March


undertakes

no obligationto reflect

release the

ofthe

any date

revisions

these


may

be

made

eventsin the

or circumstances

hereof

or to

re

occurrence

of unanticipated

events

or changes

Companys


SOURCE

SpongeTech

Delivery

Systems Inc

CONTACT

Bill

Young

of

SpongeTechR

Delivery

Systems

Inc 1-877-776-6438

wayoung55aol.com

or

infospongetech.com

INDEX

REFERENCES

COMPANYINDUSTRYTransportation

SPONUETECHLand

DELIVERY

SYSTEMS INCPassenger TransportationParts

Transportation

TR48

Automobiles

1LA43 Manufacturing 1MA74 AU29 AU45 Automotive

1PA35

Automotive

Manufacturing

AU981BR84 1U573 New York 1NE72Brazil

REGION

AmericasSouth

1AM92

North

America

1N039

Latin

America

ILA15

USA

America

1S003

Language

EN

INDEXiNG AMERICAN ORDER DELIVERY DELIVERY SYSTEMS DELIVERY SYSTEMS INC FILLED INITIAL SOUTH OTC BULLETIN BOARD SOURCE SPONGETECH DELIVERY SYS TEMS INC SOUTH AMERICAN SPNG SPONGETECU SPONGETECH DELIVERY SPONGETECHR S.A SPONGETECHR DELIVERY SYSTEMS INC Anthony Gonzales Bill Young Gonzales MoskowitzTradingSteven

OTHER

Moskowitz

Trading

South

America

Brazil

New

York

KEYWORDS

REA AUT OTCDELIVERY

COMPANY TERMS SPONGETECUTICKER

SYSTEMS

INC

SYMBOL NASDAQ-OTCBBSPNG692

Word Count12/20/07

PRWIRE 140000 END OF DOCUMENT

2010

Thomson

Reuters

No Claim

to

Orig US

Gov Works




EASTERN DISTRICT

COURT FOR THE OF NEW YORK


EXCHANGE

COMMISSIONPlain tiff

CV-1O-2031


MOSKOWITZ


Exhibits

annexed

to and submitted

with the


DAVIS JR

EXHIBIT

Case 1:10-cv-02031-DLI -JMA Document 45-4VVesttaw3/4/08

Filed 06/18/10 Page 2 of 7NewsRoom

PRWIRE

140000

Page

3/4/08

PR Newswire


2008

PR Newswire2008

March

SpongeTech

DeIiery Systems

Inc

Gets

$275000010uouUnits

Re-order Sold of

fromin

its

U.S

Asia

Distribution

Company

Inc

First

Outits

25

Daysby U.S Asia Distribution

SpongeTech

Reports

re-order

of 250000

units

Auto Care Products

NEW YORKBulletin

March

NEW YORKNewsInc 25

Marchtoday

/PRNewswire-FirstCall/the

--

SpongeTechof ofits

Delivery Carein

Systemsfrom

Inc

OTCAsia had

Board

SPNG

announced

re-order

of

$2750000delivery products

Auto

Products

U.S

Distribution

Companythrough

The Distribution Company days Theydistributed the

had

the

first

10000to to

units

December

2007 andfor

93%units bution

sell

in just for

SpongeTech 2008

325

outlets

The re-orderof

250000Distri expects

is

scheduled

deliverythere

between August

and Decemberand

Accordingofthe

Tom

Chang CEOAutoCare

U.S

Asia

Companyenthusiasm

Incas

was

great acceptanceselling the

enthusiasm

SpongeTech

Products

He

the same

they begin

products

on

TV

in

Australia

Steven and

Moskowitzour

growto

COO We Company

ofare

SpongeTechalso in the

commentedprocess with of

We

are the

pleased

with

this

re-order

as

we

continuePals in

to

expandand

testing

SpongeTechas

Pet

Sponge

and

Puddle

Asia

hope

see the same

acceptance

and

enthusiasm

these

products

well

For

more

information

please

contact

Investor

Relations

at

1-877-SPONGE

or

visit

the

company

website

at

www.spongetech.com

About

SpongeTech

Delivery

Systems

SpongeTeching products

Deliveryfor

Systems

is

developmentpatented

stage

company

whichto

designs sponges

producescontaining with an

markets

and

distributes

clean

vehicular

use utilizing

technologyare

relating

hydrophilic contactis

liquid

absorbingan inner

foam polyurethane matrix whichwiththeis

matrices loaded with

The

Companys

sponges soapsare

specially configured

outer

layer and appliedto


and

wax

that

are

released whenspecifically for the for

the sponge vehicular offor

surface

minimal

pressureis

The Companys productsthe possibility

currently designed patented soaps technologyfor

cleaning sponges use as

use Howeverfor

Companyfor

exploring

of

using and

its

developmentas

other

usesbath

including

use with

anti-bacterial

bath

kitchen

household

uses

well

as

childrens

foam sponge

Safelease that

Harbor Statement Under The Privaterelate in to the

Securities

Litigation

Reformthe future

Act

of

1995 on

The

statements

in

the press re

Companysare

expectations

with

regard

to

impact of the

the

CompanysSecurities

results

from new Reformrisks

products

development Theresults

forward-looking

statements orall

within

the

meaning

Private

Litigation

Act of

1995

anticipated

by any

of

these

forward-looking

statements

may

not occur

Additional

2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works



PR WIRE

140000

and uncertaintiesthe

are

set

forth

in the

Companys AnnualFormresult

Reportthe first to

on

Form

0-KSB

for

the

year ended

December

31 2005undertakes

Companysto

Quarterly publicly

Report

on

0-QSBof any hereof

for

quarter these

ended

March

31 2006statements

The Companythat

no obligationflect

release theafter

revisions or to

forward-looking

may

be

made

to in

rethe

events

or circumstances

the date

reflect

the occurrence

of unanticipated

events

or changes

Companys


ContactBill Young

SpongeTechR1-877-776-6438

Delivery

Systems

Incor

Investor

Relations

[email protected]

[email protected]

SOURCE

SpongeTech

Delivery

Systems

Inc

CONTACT

Investors

Bill

Young

SpongeTech

Delivery

Systems

Inc 1-877-776-6438

wayoung55ao1.com

or

[email protected]

INDEX

REFERENCES

COMPANY

SPONGETECH

DELIVERY

SYSTEMSNorth

INC

REGION USA 1U573Language

Americas

1AM92

America

1NO39

New

York

1NE72

EN

DELIVERY SYS OTHER INDEXING DELIVERY SYSTEMS INC INVESTORS BILL YOUNG SPONGETECH TEMS INC OTC BULLETIN DELIVERY SYSTEMS INC SPNG NEWS BOARD SOURCE SPONGETECH DELIVERY SYS SPONGETECH SPONGETECH AUTO CARE SPONGETECH DELIVERY SPONGETECH

TEMS SPONGETECH DELIVERY SYSTEMS INC SPONGETECHUS ASIA DISTRIBUTIONPals Steven

PET SPONGE

SPONGETECHRCO INCBill

TOM TVPuddle

US ASIA D1STRIBUTIONAustralia

CO

US ASIA DISTRIBUTION

Young

Moskowitz

New

York

KEYWORDS

AUT HOU OTC CONINC US ASIA DISTRIBUTION CO INC

COMPANY TERMS SPONGETECH DELIVERY SYSTEMSTICKER


Word Count3/4/08

PRWIRE

140000

END OF DOCUMENT

2010 Thomson

Reuters

No Claim

to

Orig US Gov

Works

Case 1:10-cv-02031-DLI -JMA Document 45-4VVest Law5/30/08


PR WIRE

180400

Page

5/30/08

PR Newswire


2008

PR Newswire2008

May 30

SpongeTechR

Delivery

Systems

Inc Receives

NewNew

Additional $2.25

Order Million Order

from

Trading

for

Wal-Mart

South

America

Totaling

SpongeTechR

Announces

Additional

for

Wal-Mart

South

America

NEW YORKBulletin

May

30

NEW YORKNewstheir

May

30


--

SpongeTechRadditional delivery order

Delivery

Systems Trading

Incfor

OTCWal Nor

Board

SPNOand

announced

today million

they receivedfor

new

fromof Puddle

Mart South

America

The order of $2.253-Pack

scheduled

Christmas

consists

Pals Uncle

mans

Pet

Sponges

Car Care Kits

SpongeTechRsica an

COOthis in will

Steven bethe

Moskowitzfirst

said

Weline

are

proud with

to

have

openedretail

the

door

to

Wal-Mart Tradingto

in

South

Amerto

and

we

believe job

of many

major ordersin

our new

partners look forward

continues

do

exceptional

placing

our

exciting

product

South

America

We

continued

world-wide

growth


please

contact

Investor

Relations

at

1-877-

SPONGE-T

and/or

visit

the

Companys

website

at

www.spongetech.com

About

SpongeTechR

Delivery

Systems

Inc

SpongeTechRline

Delivery cleaning

Systemsfor

is

developmentthe

stage

company whichparts

designs

produces

and

markets products

uniqueutilize

of

reusable

products

automotive patent-pending sponges with

aftermarket

industry involving with

These

sponge-based liquid contact

SpongeTechsRandpolyurethanethe latter

proprietary matrices of

patent

and

technologies

hydrophilic an outerthat

absorbingan

foaminner

The comes

Companyspre-loaded with

are specially

configured

layer and

matrixis

whichto

specially

formulated

soaps and wax primary

are releasedline

when

the

sponge spefor

wetted

andfor

applied

surface

minimal

pressure

The

Companysis

product

has

been

designed

cificallyits

automotive/vehicle including an

applications anti-bacterial

however

SpongelechRcleaneras

currently exploringas

additional bath

applications spongefor

technology

kitchen

and bath

well

unique

foaming

chil

dren

Safelease that

Harbor Statement Under Therelate in to the

Private

Securities

Litigation

Reformthe future

Act

of

1995 on

The

statements

in

the press re

Companys

expectations

with

regard

to

impactthe

the

CompanysSecurities not

results

from new Reformrisks

products Act and of

development Theresults

are forward-looking anticipatedforth in the

statements orall

within

the

meaning of

Private

Litigation

1995

by any

of

these

forward-looking on

statementsfor the

may

occur

Additional

uncertainties

are set

Companys Annual

Report

Form I0-KSB

year ended

December

31 2005

2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works



PRWIRE

180400

the

Companysto

Quarterly publicly

Report

on

Formresult

0-QSB

for

the

first

quarter thesethe

ended

March


undertakes

no obligationflect

release theafter

of any revisions hereof or to

to

forward-looking occurrence of

may

be

made

to in

rethe

events

or circumstances plans

the date

reflect

unanticipated

events

or changes

Companys

or expectations

Contact

SpongeTechR

Delivery

Systems

Inc

Investor

Relations

877

776

6438

[email protected]

SOURCE SpongeTechR

Delivery

Systems

Inc

CONTACT

SpongeTechR

Delivery

Systems

Inc

Investor

Relations

1-877-776-6438

[email protected]

INDEX

REFERENCES SPONGETECHMarketing

COMPANY

WAL MART

STORES

INC WAL MART

DELIVERY SYSTEMSBusiness

INC

NEWS SUBJECTINDUSTRY REGION

Contracts

Orders

1C029

Sales

1MA5I

Management

1BU42

General Merchandise

Stores

1GE7OAmerica

Retail

1RE82NewYork

South

America

1SOO3

North

1N039

INE72

Latin

America

1LAI5

Americas

IAM92Language

USA IUS73EN

OTHERSPNG

INDEXING ANNOUNCES DELIVERY PUDDLE PALS UNCLE NORMANS BOARD

NEWS SPONGETECH MART WAL MART SOUTH AMERICA TOTALINGSouth

SYSTEMS INC MART OTC BULLETIN SYSTEMS DELIVERY SOURCE SPONGETECH SOUTH AMERICA SPONGES SPONGETECHR SPONGETECHR DELIVERY SYSTEMS INC WAL WALPET Care KitsSteven

Moskowitz

NEW YORK

South

America

America

New York

KEYWORDS

AUT HOU OTCDELIVERY

COMPANY TERMS SPONGETECHTICKER

SYSTEMS

INC WAL MART SOUTH

AMERICA


Word Count5/30/08

PRWIRE

180400

END OF DOCUMENT

2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works

Case 1:10-cv-02031-DLI -JMA Document 45-4VVest8/4/08


Law134500

PRW1RE

Page

8/4/08

PR Newswire


2008

PR Newswire2008

August

SpongeTechR

Delivery

Systems

Inc Receives

Secondfrom

Re-order

in

Excess

of

$4250000

Patented

Sponge

Products

Dubaifrom

SpongeTechR

Re-order

of 210000

Auto

Care

Kits Sponges and Bath

Dubai

and

New

Order

of Test

Unit

of Our

New

Kitchen

Sponges Inc

NEW YORK Aug NEW YORK Aug Bulletin Board to announce SPNG pleasedis


--

SpongeTechR Company10000in

Delivery

Systemshas of second

OTC

the Dubai products newestthis

Export and

Import

Dubaitest units

re-order

and new

it

is

for

210000andto

units

of our patented

Auto

Care

NEW

order ofin the

SpongeTechRsproduct priorto

kitchen

bath an

spongesorderin

whichof

is

the companys

product

line

householdwill

cleaningin full

division shipping

This translates

excessits

$4250000

from

We

expect

to

ship this order

in

entirety

by December

15

company 2008

This

order

be

paid

SpongeTechRsThefirst

COO

Steven

Moskowitzunits the

said second

We

are

very

pleasedunits in to

with

the third

and

biggest

order

of 210000

units

in to

Novemberour productslines

wasin

11000

was 55000us anare

April andthe

now we

this will

one Whatbe seeing

showin the

of positive of

response our

Dubai

This provides

indication confidentits

as that

success

launching

new

productas

fromto

our other divisions

Weis

our customers

will

order

our other

SpongeTechR

products

they come

market SpongeTechR

on

way

to

becoming

worldwide household

brand


please

contact

Investor

Relations

at

1-877-SPONGE-T

and/or

visit

the

Companys

website

at

www.spongetech.com

About

SpongeTecbR

Delivery

Systems

Inc

SpongeTechRof reusable

Delivery

Systemsfor

is

development use

stage

company which

designs

produces

and markets

unique

line

cleaning

products

house-hold

These

sponge-based liquid

products

utilize

SpongeTechRsRand polyurethanethe latter

proprietary matrices

patent

and

patent-pending sponges withare

technologiesspecially

involving with and

hydrophilic an outerthat are line for

absorbing foaman inner sponge

The

Companyspre-loaded with

configured soaps

contact

layer and

matrixgets

of whichto

comessurface


wax

releasedis

when

the for

wet andPet

applied

minimalis

pressure

The

Companys

current

product

designed technology

Car Carean

and

Care

howeverkitchen

Sponand bath

geTechRcleaneras

currently exploringas

additional bath

applicationsfor

its

including

anti-bacterial

well

unique

foaming

sponge

children

Safelease that

Harborrelate in

Statement Under Theto the

Private

Securities

Litigation

Reformthe future

Act of 1995impact of the on

The statements

in the results

press re

Companys

expectations

with

regard

to

the

CompanysSecurities

from

new

products

development

are forward-looking

statements

within

the meaning

Private

Litigation

Reform

2010

Thomson

Reuters

No

Claim

to

Orig US Gov

Works



PRWIRE

134500

Act ofandthe

1995

The

results

anticipatedforth in the

by any

or

all

of

these

forward-looking on

statements

mayyear

not occur

Additional

risks

uncertainties

are set Quarterly publicly

Companys AnnualFormresult

Report thefirst

Form

0-KSB

for

the

ended

December

31 2005undertakes

Companysto

Report

on

0-QSBof any

for

quarter thesethe

ended

March


no obligationflect

release theafter

revisions or to

to

forward-looking occurrence

may

be

made

to in

rethe

events

or circumstances

the date

hereof

reflect

of unanticipated

events

or changes

Companys


Contact tionsBill

SpongeTechR Young1-877-776-6438

Delivery

Systems

Incor

Investor

Rela

[email protected]

[email protected]

SOURCE SpongeTechR

Delivery

Systems

Inc

CONTACT

Bill

Young

Investor

Relations

SpongeTechR

Delivery

Systems

Inc

1-877-776-6438

wayoung55aol.com

or infospongetech.com

INDEX

REFERENCESTrade

NEWS SUBJECTREGIONUnited

Intellectual

Property

11N75Arab

Economics

1EC26

Patents

Trademarks

1PA79

Arab

Emirates

1UA66Dubai

States

1AR46Americas

Middle East

1M123

Gulf

States

1GU47

North

AmericalNO39 NewLanguage

York

INE72

1DU43

IAM92

USA lUS73

EN INDEXING

DELIVERY SYSTEMS INC DUBAL EXPORT IMPORT CO OTC DELIVERY SYSTEMS BULLETIN BOARD SOURCE SPONGETECH SPNG SPONGETECH SPONGETECHR SPONGETECHR DELIVERY SYSTEMS INC Auto Care Bath Sponges Bill Young Care Pet Care Steven Moskowitz NEW YORK

OTHER

Dubai Dubal New York

KEYWORDS

HOU OTC READELIVERY SYSTEMS INC DUBAI EXPORT IMPORT CO

COMPANY TERMS SPONGETECIRTICKER

SYMBOL711

NASDAQ-OTCBBSPNG

Word Count8/4/08

PRWIRE

134500

END OF DOCUMENT

2010

Thomson

Reuters

No Claim

to

Orig US Gov

Works







CV-lO-2031


MOSKOWITZ


Exhibits

annexed

to

and submitted with

the


DAVIS JR

EXHIBIT


Filed 06/18/10 Page 2 of 13 of 64Page

1OKSB

v12532410ksb.htm

SECURITIES

UNITED STATES AND EXCHANGE COMMISSION D.C 20549 WashingtonForm 0-KSB

Mark

One

ANNUAL REPORT UNDER

SECTION 13 OR 15d OF THE FOR THE FISCAL YEAR ENDED MAY 31 2008

SECURITIES

EXCHANGE

ACT OF

1934

REPORT UNDER SECTIONI3 OR 15d OF THE SECURITIES FOR THE TRANSITION PERIOD FROM _______ TO _______TRANSITION

EXCHANGE

ACT OF

1934

COMMISSION

FILE

NUMBER_______________________ SPONGETECH Name DELIVERY

SYSTEMSJNCinits

of small business

issuer

charter

DelawareState or other jurisdiction of incorporationor

54-2077231 organization

I.R.S Employer

Identification

No

43

West

33rd

Street

Suite

600

NewAddress

York New Yorkexecutive

10001 and Zip

of principal

offices

Code

Registrants

telephone

number

including

area code

212

695-7850

The EmpireSuite

Sate Building

350

Fifth

Avenue

2204

New York Newif

York 10118since last

Former name or former address

changed

report

Copies Richard Sichenzia 61 Ross

to Esq

FriedmanFriedman 32nd

Ference Floor 10006

LLP

Broadway

New York NewPhone Fax

York

212 212 930-9725Act None

930-9700

Securities

registered

under

Section

12b l2g

of the

Exchange

Securities

registered

under

Section

of the

Exchange

Act None

Check

whether

the for

issuer

filed

all

reports that the

required to beregistrant

filed

by Sectiontofile

13

or

15dreports

of the and

Exchange

Act

during the

past

12 monthsfiling

or

suchfor

shorter the

period

was required

such

has been

subject to such

requirements

past 90

days

Yes

No Li

Check

if there will

is

no

disclosureto

of delinquentthe best

filers in

response

to

Item 405

of Regulation proxy

S-B contained

in this

form and noincorporated

disclosure

be

containedIll

of registrants knowledgeor

in definitive this

or information

statements

by reference

in Part

of this Form

l0-KSB

any amendment

to

Form l0-KSB

http

//www.sec.gov/Archives/edgar/data/1

201251/000114420408050704/v

125324

Oksb.htm

5/5/2010


Filed 06/18/10 Page 3 of 13 of 64Page

Indicate

by check

mark whether

the

registrant

is

shell

company

as defined

in

Rule

l2b-2

of the

Exchange

Act

Yes

State

issuers

revenues

for

its

most recent

fiscal

year

$5633084

The aggregateaverage

market asked

valueprice

of the of such

voting

and

non-voting equityas

commonof August

equity held by non-affiliates

computed by reference

to the

bid and

common

28 2008

is

$10387731.24

As of August 28 2008

the

issuer

had

521085873

outstanding

shares of

Common Stock

DOCUMENTS INCORPORATEDTransitional

BY REFERENCE

NONEYes

Small Business

Disclosure

Format

cheek

one

No

http//www.sec.gov/Archives/edgar/data/1

201251/000114420408050704/v

125324

Oksb.htm

5/5/2010


Filed 06/18/10 Page 4Page13 of of

64

We

have

also

developedare

prototypes being or nottested the

of household

cleaning

products

that

are

infused

with anti-bacterialits

bath logo and product

and

kitchen

soaps cannotthe

The productspredict

by

national

detergent manufacturerwill

for

possible use underifit

brandwill

Wein

whether

manufacturer

purchase

our sponges

and

does whether

the

succeed

marketplace

To datemarkets packaging

weIn

have

developed

II

products

using our technology appropriate packaging Thereare

that for also

are the

currently

for to

sale

in the the

automotive products

and

pet care

additionas

we

are

developing display packaging

products

promote

in individual

well

as

in storeall

arrangements of our Auto

additional

productsto

under separate

developmentpackages Uncleall

We

are

re-examining

the

Care products Packagingis

andalso

plan

market

for the

Car

SpongePetearth-

Detail/Degreaser

Spongethe

and

EliminatorTM PaI5TM

Chamois

beingare

developed

for the to

NormansTM

Spongefriendly

Line and

Puddleto

packaging

lines In addition processesto

efforts in

being

made

makeand

of our packagingearly

We

expect

complete

these packaging

ship

time for end

of 2008

the

2009

Customers

We

have

historically

dependedTurtle

on one customer which representedduringthe

for

almost

all

of our sales Specifically

in

2003sales

weto

sold an TurtleWax

aggregateresulted

ofin

183000sales

sponges

to

Wax

approximately

75%

of our orders

These

net

of approximately

$291000

year ended

May 31 2003

Betweenfocused

June on

12004

and

the

fiscal

year ended

May 31 2006

we had

minimal

sales

an

aggregate

of$15768

and

instead

product

development

Duringlargest

the

fiscal

year ended duringthe

May 31 2008fiscal

three

customers

for are

an

aggregate Trading

of approximately

70.5% of our sales Our Trading and Dubai

three

customers

year ended

May 31 2008

SA

Company US

Asia

Export

Import

Company

Sales

and

Marketing

We

have

historically

marketed

and and

sold our automotive channels and includingadvertising

cleaning through channelsas

and

polishing salessales

products

in the

New

York region and beyondthroughfully trade

through

number of methodsand through

direct as the

representative forth

organizations Furtheras

show

media

sponsorship

morefocus

fully

set

belowand

moreto

described products

belowin

we

plan to expand our productin the

lines as well

of our marketing

promotion

cleaning

other sectors

coming

fiscal

year and

beyond

Direct

Sales

We

initially

launched

our website throughthe

www.spongetech.comfiscal

in

Febmary 2004

to

sell

our vehicular

cleaningkits for

kit

directly

to sales

the

publicprice the the

From inceptionof approximately

year endedthe

May 31 2008 wehostinginto

sold approximately Harbor with Enterprises

2400an

aggregate

$37900 WeInternet

pay

website

companycontract

average Either

of

20%

royalty from terminate

sales

price

onat

all

sales

We

have

not enteredto

Harbor

Enterprises

party

may

relationship

any time

We

ship

directly

customers

Sales

Representatives

Wethese

utilize

the servicesis

of salesset forth

representative

organizations

to

assist

with our product

sales

efforts

summary of each

of

arrangements

below

On

July

2005

we

entered with and

into

an

oral sales

agreement

with

Lidel Fitzmaurice

Inc

sales will the

group

that

targets

sales

fromsales

Virginia to which

Vermont

elevenwill

representativestenth

Theof the

sales

representatives

receivein

seven

7% ofthe sales

netare

they generate

be

paid on the

day

month following

month

which

http

//www.sec.gov/Archives/edgar/data/1

201251/000114420408050704/v

125324_i Oksb.htm

5/5/2010


Filed 06/18/10 Page Page 13 of 5 of 19

64

To

the

extent that outlookthe

statements objectives

in the future

report

is

not strictly plans

historical

including goals

statementsfinancial

as

to

revenue

projectionsfuture

business

strategy

milestones

intentions events

future

conditionsor

collaboration or otherwise whetheras

agreementsto future

success such

of the

Companys developmentare

conditioned

on

stockholder

other approval

events

statementsthe

forward-lookingare

All

forward-looking

statements

whether andto the

written or oral and any other cautionary

made by or on behalf ofstatementsPrivate to

companythe

expressly

qualified

by

the

cautionary andare

statements

which may accompanyLitigation

forward-looking

statements

made pursuant

safe

harbor provisions annualreport are

of the

Securities risks

Reform Act of 1995that

The forward-lookingactual to differ results to differ

statementsmaterially

contained from

in this

subject

certain

and

uncertainties

could

cause

the statements businessability to

made

Other andretain

important

factors

that

could

cause

actual

results

materially

include the competitiveforth

following factors

conditionsattract

the

amount of growthpersonnel includingthe price

in the

Companys industry Companysits

and and

general economythe risk factors setits

and

of the

stockreport

from time to time in thereports

Companys SEC

reports on the

but not limited toIn

annual

on Form 10-KSB any obligationreflect to

quarterly

on Forms l0-QSB and any any forward-lookingthe

reports inall

Form 8-K

addition

the

companyand

disclaimsfilings to

update

or correct after

statements

Companys

annual

reports

SEC

events

or circumstances

date hereof

Overview

We

designto

producesponges

market andcontaining

distribute

cleaningor liquid

products absorbing

primarily

for

vehicular

use utilizing

patented

technology

relating

hydrophilie

foam polyurethaneare

matrices and core of thefor

other technologies then gradually

Ourreleased using

products during

can

be pre-loaded

with

detergents andare

waxes

which

absorbed andhealth

in the

sponge

use

We

have

designed andsell

and

conductingfor

additional

research

development and beautythat

products

and applicationspet

hydrophilic intend tosell

technology and

other technologiespart

kitchen and

bathis

auto medial andwill

use which weable to market and

marketfor

as

of our producthealth

offering There beauty auto

no

assurance

we

successfully

be

products

kitchen

and

bath

and

medial

andlor pet

use

Events

and

Uncertainties

that

are critical

to

our business

From our inception throughcertain

the

fiscal

year ended

May 31

2006

we

had and

limited

operations

and

like

all

new businessesin

faced with

uncertainties operations

including including

expensescapitalin

difficulties

complications andthe

delays frequentlypotential

encountered

connection

conducting costs

requirements 1999 through

managementsfiscal

underestimation

of initial and ongoingsales

Specifically June

from

our inceptionthe fiscal

year ended had

May 31 2003sales

we had

of

$342019andinstead

Betweenfocused

12004

and

year endedfiscal

May 31 2006year ended

we

minimal

an

aggregate

of$l576Xand incurred

on product

development

For the

May 31 2007

we

had

sales

of $55112

net losses

of

$817217

Additionally aggregateresultedin

we

have

historically

dependedTurtle

on

one

customer

for

almost

all

of our sales

Specifically

in

2003sales

weto

sold an Turtle

of

183000

sponges

to

Wax$291000

which representedduringthe

approximately

75%

of our orders

These

Wax

net sales

of approximately

year ended

May 31 2003

For thefiscal large the

fiscal

year ending

May 31 2008 we wehave

had

sales

of

$5633084

and

net

income andit

of

$1244455

Accordingly

during

the

year ended

May 31 2008and have

significantly

developed

our business While

sales reducedis

our dependence cunent

on onethat

customersignificant

diversified

our sales

by addingthe

other accountsfiscal

managements

expectation

increase in sales operationswill

experiencedinto

duringthe

year ended

May 31 2008canor

and the relatedthat this will

development continue

of our

business

and

continue

next fiscal year

no assurance

be

given

or that

we

would

not incur

any setbacks

delays or other interruptions

of our business

operations

WeH.Han

have

historically

depended

primarily on Inc dlb/a

one Dicon

manufacturer

for

the

production closed Shoeits

of our products manufacturing Inc.

Such manufactureroperationsin

wasIn

Brown

Shoe Technologies companybought

TechnologiesfromH.I-I

and

2007

2007recently

investment

Dicon Technologiesin

.Brown

Technologies under an oral

From

that

time until

some products

were manufactured

China

by

partners

of our manufacturer

agreement

using encapsulation

http//www sec

gov/Archives/edgar/data/1

201251/000114420408050704/v

125324_i Oksb.htm

5/5/2010


Filed 06/18/10 Page Page 13 6 of 22

of 64

Results

of Operations

Year

Ended

May 31

2008

Compared

to

Year

Ended

May 31 2007

Revenues

We

hadan

sales

of

$5633084

for the

fiscal

year ended

May 31 2008this increase

as

comparedto the

to

$55112

for

the

fiscal

year ended

May 31

2007

increase ofsales

$5577972its

Management

attributes

Companys

improved

marketing

campaign

including

from

website

Documents

Exhibit Complete