Plaintiff, the United States Securities and Exchange Commission ("SEC" or

iN.i ..
UNITED STATES DISTRICT COURT 
lJ$~ls
EASTERl~ DISTRICT OF NE'V YORK 
SECURITIES AND EXCHANGE 
COMMISSION, 
Plaintiff, 
Civil Action No. 
v. ECF 
MYRON WEINER, 
Defendant. 
COMPLAINT 
Plaintiff, the United States Securities and Exchange Commission ("SEC" or 
"Commission"), alleges 
as follows: 
SUMMARY 
1. Defendant MYTon Weiner (,,\Veiner") sold 8 million shares of Spongetech 
Delivery Systems, Inc. ("Spongetech") stock to the investing public in violation 
of the 
registration requirements 
of Section 5 of the Securities Act of 1933 ("Securities Act"). 
7 Weiner purchased the Spongetech shares from Spongetech affiliate RM 
Enterprises International, Ltd., alk/a RM Enterprises International; Inc., ("Ri\1 Enterprises") on 
June 19,2009 for $400,000, a price ofSO.05 per share. Weiner signed a subscription agreement 
3 days prior to his purchase, in which he acknowledged that his purchase 
of Spongetech stock 
was not covered 
by a registration statement and that a restrictive legend would therefore be 
placed on his share certificates. However, he requested "free-trading" shares that he would be 
able to immediately sell into the public market. RM Enterprises delivered the shares to Weiner 

without restrictive legends. Weiner received the shares in two tranches -  one on July 8, 2009 
and one on July 15,2009. 
3. Weiner sold the shares to the investing public shortly after receiving them, at a 
price 
of $0.20 per share. The transactions were not registered with the Commission, and the 
transactions did not satisfy any exemption from the registration requirements. Weiner's profits 
on these unregistered securities transactions were $1,215,057.96. 
4. By engaging in this conduct, Weiner violated Section 5 of the Securities Act [15 
u.S.c. § 77e]. 
JURISDICTION 
& VENUE 
5. The Commission brings this action pursuant to Section 20(b) of the Securities Act 
of 1933 ("Securities Act") [15 U.S.c. § 77t(b)]. 
6. The Court has jurisdiction over this action pursuant to Section 22(a) of the 
Securities Act [15 
U.S.c. § 77v(a)]. Weiner directly, or indirectly, made use of the means or 
instrumentalities 
of interstate commerce, of the mails, or of the facilities of a national securities 
exchange in connection with the transactions, acts, practices, and courses 
of business alleged in 
this Complaint. 
7. Venue is appropriate in the Eastem District of New York under Section 22( a) of 
the Securities Act [15 U.S.C. § 77v(a)]. Certain of the acts, transactions, practices, and courses 
ofbusiness constituting the violations alleged herein occurred within this district. Weiner 
communicated 
bye-mail with Spongetech's CFO, who resides in this district, about his sales of 
Spongetech stock. 

DEFENDANT 

8. Defendant Myron Weiner, age 69, is a resident of Hoboken, New Jersey. Since 
1973, Weiner has owned and operated a restaurant in New York City. 
9. Previously, Weiner was a registered representative from 1970 to 1975, and was an 
assistant syndicate manager at N ew York brokerage firm, Kenneth Bove 
& Co. ("Kenneth 
Bove") from 1970 
to 1972.   In 1974, the SEC brought an administrative proceeding against 
Kenneth Bove, Weiner, and other employees, alleging they manipulated the price 
of certain 
stocks and violated or aided and abetted the registration, antifraud, and other securities 
provisions. 
In the Matter ojKenneth Bove, Inc., Release No.1 0885, Release No. 34-10885, 4 
S.E.C. Docket 507,1974 WL 163488 (Jun. 27,1974). Weiner settled this matter and agreed 
to 
be barred from association with any broker, dealer, or investment company, with a right to apply 
to become associated with a broker 
or dealer after 18 months. In the Matter oJTimothy JvJurray 
et ai., Release No. 11572, Admin. Proc. File No. 3-4509 (Aug. 5, 1975). 
OTHER RELATED ENTITIES 
10. Spongetech Delivery Systems. Inc. is  a Delaware corporation with its principal 
place 
of business in New York, New York. During the relevant period, Spongetech was a 
publicly-traded corporation that purportedly sold soap-filled sponges. From 2006 until October 
5,2009, Spongetech's common stock was quoted on the Over-the-Counter Bulletin Board as 
"SPNG" and then as "SPNGE." On October 5,2009, the SEC temporarily suspended 
Spongetech trading for 
10 days, after which Spongetech's stock continued to be traded on an 
unsolicited basis in the grey market. In the lVJatter oJSpongetech DelivelY Systems, Inc., Release 
No. 60788, Admin. Proc. File No. 500-1 (Oct. 5,2009). 
2 


11. Rl\1 Enterprises International, Ltd., aIkIa Rl\1 Enterprises International, Inc., is a 
Delaware corporation with its principal place 
of business in New Yark, New Yark. RM 
Enterprises was the majority shareholder 
of Spongetech and was controlled by Spongetech's 
CEO and CFO. 
12. On May 5, 2010, the Commission filed a civil injunctive action against 
Spongetech, RM Enterprises, and others. SEC 
v. Spongetech, et al., 1 0-CV-2031 (E.D.N.Y. 
2010). 
FACTS 
13. Weiner first met Spongetech's CEO in 1970 while working at Kermeth Bove. 
From 1970 to 2009, Weiner maintained contact with Spongetech's CEO, and invested in several 
private placements through him. Weiner became a shareholder 
of Rl\1 Enterprises, Inc. ("RM 
Enterprises") when his real estate business partner gave him 
13 shares as a gift in 2001. At the 
time, he was aware that Spongetech's CEO was involved with RM Enterprises. 
14. On June 16,2009, Weiner signed a subscription agreement with RM Enterprises 
for the purchase 
of 10 million restricted Spongetech shares for S500,000, at a price of SO. 05 per 
share. The subscription agreement provided that the securities were not covered by a registration 
statement, that the securities were being purchased for investment purposes and not with a view 
to distribution or resale, and that a restrictive legend would be placed on the share certificates. 
Nevertheless, Weiner asked Spongetech's CEO for umestricted shares. 
15. Weiner purchased the shares at a discount to the current market price. On June 
16,2009, the closing market price 
of Spongetech stock was SO.17, SO.12 greater than the SO. 05 
per share that Weiner paid. The subscription agreement additionally provided that RM 

Enterprises would increase the number of Weiner's shares by one-third if Spongetech's stock 
price closed below $0.09 on any given day. 
16. On June 19,2009, Weiner wired the purchase price of$500,000 into RM 
Enterprises' account at TD Bank, N.A. The memo field notation on the wire reflected Weiner's 
desire for shares that he could easily and readily sell. The memo field notation reads, "re: myron 
Weiner 
ref purchase 1 OM shares of Spongetech @ 0.05 per share free and clear." 
17. On July 8,2009, Weiner received 5 million restricted Spongetech shares £i'om RM 
Enterprises split between two share certificates. On July 15,2009, 'Weiner received an additional 
5 million restricted Spongetech shares from 
RJV1 Enterplises in one share certificate. The 
restrictive legends had been removed from the share certificates, although the shares were, 
in 
fact, restricted. 
18. On August 19,2009, Weiner opened a brokerage account and deposited the 10 
million Spongetech shares into that account on August 31, 2009. 
19. On September 3,2009, after holding the Spongetech shares for less than 2 
months, Weiner 
solei 8 million of the shares on the Over-the-Counter Bulletin Board for gross 
proceeds 
of approximately $1,615,057. 'Weiner's actual realized net profit on the sale was 
approximately $1,215,057 after subtracting his initial payment 
of S400,000 (8 million shares at a 
price ofSO.05 per share). Weiner's sales 
of Sponge tech stock were not registered with the 
Commission, and no exemption from the registration requirements applied. 
CLAIM FOR RELIEF 
(Violations of Section 5 of the Securities Act) 
20. Paragraphs 1 -
19 are hereby realleged and incorporated by reference. 
4 

21. As alleged above, Weiner has, by engaging in the conduct described above, 
directly or indirectly, through use 
of the means or instruments oftransportation or 
communication in interstate commerce 
of or the mails, offered to sell or sold securities or carried 
or caused such securities to 
be carried through the mails or in interstate commerce, for the 
purpose 
of sale or delivery after sale. 
22. No registration statements were filed with the 
Commission or were in effect in 
connection with sales of, and offers to sell, securities 
of Spongetech by Weiner, and no 
exemption from the registration requirements applied to 
Weiner's sales. 
By reason of the foregoing, Weiner violated Section 5 of the Securities Act [15 
u.S.c. § 77eJ. 
PRAYER FOR RELIEF 

\VHEREFORE, the Commission respectfully requests that this Court enter a judgment: 

(a) pennanently enjoining Weiner from violating Section 5 of the Securities Act [15 
u.S.c. § 77e]; 
(b) ordering Weiner to 
pay disgorgement ofSl,215,057, plus prejudgment interest of 
S80,135, representing the benefit fi-om the conduct alleged herein; 
(c) ordering Weiner to 
pay a civil money penalty of $50,000, pursuant to Section 
20(d) 
ofthe Securities Act [15 U.S.c. § 77t(d)]; 
(d) ordering, pursuant to Section 308 
of the Sarbanes-Oxley Act of2002, that the 
amount 
of civil penalties ordered against and paid by Weiner be added to and 
become part 
of a disgorgement fund for the benefit of the victims ofthe violations 
alleged herein; 
5 

(e) barring Weiner from engaging in any offering of penny stock pursuant to 
Securities Act Section 20(g) [15 U.S.c. § 77t(g)] for a period of one year; and 
(f) granting such other and further relief as this Court deems just and appropriate. 
Dated: November 17,2011 
Of Counsel: 
Antonia Chion 
Lisa Deitch 
Linda Stevens 
Respectfully submitted, 
~w·l~ 

Paul W. Kisslinger (PK0764) 
Assistant 
Chief Litigation Counsel 
Attorney for Plaintiff 
100 F Street, N.E. 
Washington, D.C. 20549-5977 
202-551-4427 
202-772-9292 (FAX) 
6 

iN.i ..UNITED STATES DISTRICT COURT 
lJ$~ls

EASTERl~ DISTRICT OF NE'V YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, Civil Action No. 

v. ECF 

MYRON WEINER, 

Defendant. 

COMPLAINT 

Plaintiff, the United States Securities and Exchange Commission ("SEC" or 

"Commission"), alleges as follows: 

SUMMARY 

1. Defendant MYTon Weiner (,,\Veiner") sold 8 million shares of Spongetech 

Delivery Systems, Inc. ("Spongetech") stock to the investing public in violation of the 

registration requirements of Section 5 of the Securities Act of 1933 ("Securities Act"). 

7 Weiner purchased the Spongetech shares from Spongetech affiliate RM 

Enterprises International, Ltd., alk/a RM Enterprises International; Inc., ("Ri\1 Enterprises") on 

June 19,2009 for $400,000, a price ofSO.05 per share. Weiner signed a subscription agreement 

3 days prior to his purchase, in which he acknowledged that his purchase of Spongetech stock 

was not covered by a registration statement and that a restrictive legend would therefore be 

placed on his share certificates. However, he requested "free-trading" shares that he would be 

able to immediately sell into the public market. RM Enterprises delivered the shares to Weiner 



without restrictive legends. Weiner received the shares in two tranches - one on July 8, 2009 

and one on July 15,2009. 

3. Weiner sold the shares to the investing public shortly after receiving them, at a 

price of $0.20 per share. The transactions were not registered with the Commission, and the 

transactions did not satisfy any exemption from the registration requirements. Weiner's profits 

on these unregistered securities transactions were $1,215,057.96. 

4. By engaging in this conduct, Weiner violated Section 5 of the Securities Act [15 

u.S.c. § 77e]. 

JURISDICTION & VENUE 

5. The Commission brings this action pursuant to Section 20(b) of the Securities Act 

of 1933 ("Securities Act") [15 U.S.c. § 77t(b)]. 

6. The Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.c. § 77v(a)]. Weiner directly, or indirectly, made use of the means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 

exchange in connection with the transactions, acts, practices, and courses of business alleged in 

this Complaint. 

7. Venue is appropriate in the Eastem District of New York under Section 22( a) of 

the Securities Act [15 U.S.C. § 77v(a)]. Certain of the acts, transactions, practices, and courses 

of business constituting the violations alleged herein occurred within this district. Weiner 

communicated bye-mail with Spongetech's CFO, who resides in this district, about his sales of 

Spongetech stock. 



DEFENDANT 


8. Defendant Myron Weiner, age 69, is a resident of Hoboken, New Jersey. Since 

1973, Weiner has owned and operated a restaurant in New York City. 

9. Previously, Weiner was a registered representative from 1970 to 1975, and was an 

assistant syndicate manager at N ew York brokerage firm, Kenneth Bove & Co. ("Kenneth 

Bove") from 1970 to 1972. In 1974, the SEC brought an administrative proceeding against 

Kenneth Bove, Weiner, and other employees, alleging they manipulated the price of certain 

stocks and violated or aided and abetted the registration, antifraud, and other securities 

provisions. In the Matter ojKenneth Bove, Inc., Release No.1 0885, Release No. 34-10885, 4 

S.E.C. Docket 507,1974 WL 163488 (Jun. 27,1974). Weiner settled this matter and agreed to 

be barred from association with any broker, dealer, or investment company, with a right to apply 

to become associated with a broker or dealer after 18 months. In the Matter oJTimothy JvJurray 

et ai., Release No. 11572, Admin. Proc. File No. 3-4509 (Aug. 5, 1975). 

OTHER RELATED ENTITIES 

10. Spongetech Delivery Systems. Inc. is a Delaware corporation with its principal 

place of business in New York, New York. During the relevant period, Spongetech was a 

publicly-traded corporation that purportedly sold soap-filled sponges. From 2006 until October 

5,2009, Spongetech's common stock was quoted on the Over-the-Counter Bulletin Board as 

"SPNG" and then as "SPNGE." On October 5,2009, the SEC temporarily suspended 

Spongetech trading for 10 days, after which Spongetech's stock continued to be traded on an 

unsolicited basis in the grey market. In the lVJatter oJSpongetech DelivelY Systems, Inc., Release 

No. 60788, Admin. Proc. File No. 500-1 (Oct. 5,2009). 

2 




11. Rl\1 Enterprises International, Ltd., aIkIa Rl\1 Enterprises International, Inc., is a 

Delaware corporation with its principal place of business in New Yark, New Yark. RM 

Enterprises was the majority shareholder of Spongetech and was controlled by Spongetech's 

CEO and CFO. 

12. On May 5, 2010, the Commission filed a civil injunctive action against 

Spongetech, RM Enterprises, and others. SEC v. Spongetech, et al., 1 0-CV-2031 (E.D.N.Y. 

2010). 

FACTS 

13. Weiner first met Spongetech's CEO in 1970 while working at Kermeth Bove. 

From 1970 to 2009, Weiner maintained contact with Spongetech's CEO, and invested in several 

private placements through him. Weiner became a shareholder of Rl\1 Enterprises, Inc. ("RM 

Enterprises") when his real estate business partner gave him 13 shares as a gift in 2001. At the 

time, he was aware that Spongetech's CEO was involved with RM Enterprises. 

14. On June 16,2009, Weiner signed a subscription agreement with RM Enterprises 

for the purchase of 10 million restricted Spongetech shares for S500,000, at a price of SO. 05 per 

share. The subscription agreement provided that the securities were not covered by a registration 

statement, that the securities were being purchased for investment purposes and not with a view 

to distribution or resale, and that a restrictive legend would be placed on the share certificates. 

Nevertheless, Weiner asked Spongetech's CEO for umestricted shares. 

15. Weiner purchased the shares at a discount to the current market price. On June 

16,2009, the closing market price of Spongetech stock was SO.17, SO.12 greater than the SO. 05 

per share that Weiner paid. The subscription agreement additionally provided that RM 



Enterprises would increase the number of Weiner's shares by one-third if Spongetech's stock 

price closed below $0.09 on any given day. 

16. On June 19,2009, Weiner wired the purchase price of$500,000 into RM 

Enterprises' account at TD Bank, N.A. The memo field notation on the wire reflected Weiner's 

desire for shares that he could easily and readily sell. The memo field notation reads, "re: myron 

Weiner ref purchase 1 OM shares of Spongetech @ 0.05 per share free and clear." 

17. On July 8,2009, Weiner received 5 million restricted Spongetech shares £i'om RM 

Enterprises split between two share certificates. On July 15,2009, 'Weiner received an additional 

5 million restricted Spongetech shares from RJV1 Enterplises in one share certificate. The 

restrictive legends had been removed from the share certificates, although the shares were, in 

fact, restricted. 

18. On August 19,2009, Weiner opened a brokerage account and deposited the 10 

million Spongetech shares into that account on August 31, 2009. 

19. On September 3,2009, after holding the Spongetech shares for less than 2 

months, Weiner solei 8 million of the shares on the Over-the-Counter Bulletin Board for gross 

proceeds of approximately $1,615,057. 'Weiner's actual realized net profit on the sale was 

approximately $1,215,057 after subtracting his initial payment of S400,000 (8 million shares at a 

price ofSO.05 per share). Weiner's sales of Sponge tech stock were not registered with the 

Commission, and no exemption from the registration requirements applied. 

CLAIM FOR RELIEF 

(Violations of Section 5 of the Securities Act) 

20. Paragraphs 1 - 19 are hereby realleged and incorporated by reference. 

4 



21. As alleged above, Weiner has, by engaging in the conduct described above, 

directly or indirectly, through use of the means or instruments of transportation or 

communication in interstate commerce of or the mails, offered to sell or sold securities or carried 

or caused such securities to be carried through the mails or in interstate commerce, for the 

purpose of sale or delivery after sale. 

22. No registration statements were filed with the Commission or were in effect in 

connection with sales of, and offers to sell, securities of Spongetech by Weiner, and no 

exemption from the registration requirements applied to Weiner's sales. 

By reason of the foregoing, Weiner violated Section 5 of the Securities Act [15 

u.S.c. § 77eJ. 

PRAYER FOR RELIEF 


\VHEREFORE, the Commission respectfully requests that this Court enter a judgment: 


(a) pennanently enjoining Weiner from violating Section 5 of the Securities Act [15 

u.S.c. § 77e]; 

(b) ordering Weiner to pay disgorgement ofSl,215,057, plus prejudgment interest of 

S80,135, representing the benefit fi-om the conduct alleged herein; 

(c) ordering Weiner to pay a civil money penalty of $50,000, pursuant to Section 

20(d) ofthe Securities Act [15 U.S.c. § 77t(d)]; 

(d) ordering, pursuant to Section 308 of the Sarbanes-Oxley Act of 2002, that the 

amount of civil penalties ordered against and paid by Weiner be added to and 

become part of a disgorgement fund for the benefit of the victims of the violations 

alleged herein; 

5 



(e) barring Weiner from engaging in any offering of penny stock pursuant to 

Securities Act Section 20(g) [15 U.S.c. § 77t(g)] for a period of one year; and 

(f) granting such other and further relief as this Court deems just and appropriate. 

Dated: November 17,2011 

Of Counsel: 
Antonia Chion 
Lisa Deitch 
Linda Stevens 

Respectfully submitted, 

~w·l~ 

Paul W. Kisslinger (PK0764) 
Assistant Chief Litigation Counsel 
Attorney for Plaintiff 
100 F Street, N.E. 
Washington, D.C. 20549-5977 
202-551-4427 
202-772- 9292 (FAX) 

6