SecProbe.io

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June 16, 2005

MAIL STOP 3561

via U.S. mail and facsimile

Michael L. Metter, President
Spongetech Delivery Systems, Inc.
1350 Broadway, Suite 210
New York, NY  10018

Re:      Spongetech Delivery Systems, Inc.
	Form SB-2 filed May 6, 2005
	File No. 333-123015

Dear Mr. Metter:

	We have the following comments on your filing. Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

 	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Our reference to "prior comments" is to those in our letter
dated March 28, 2005.

General
1. Please advise us whether or not your corporation has been
voided
by the State of Delaware because of overdue taxes.  If true,
please
explain the validity of selling corporate shares if there is no
corporation.  If true, include a risk factor regarding the loss of
your corporate status and all the implications, e.g., loss of
limited
liability.  Also, make all appropriate revisions in view of this
history.  In addition, ensure that you take into consideration any
overdue taxes in determining appropriate disclosure throughout the
registration statement, including, but not limited to, the
financial
statements and the "Liquidity and Capital Resources" section under
"Management Discussion and Analysis."
2. We repeat our prior comment 3.
3. File on EDGAR a marked copy of each amendment to the
registration
statement.

Cover Page of the Prospectus
4. The prospectus cover page should be limited to one page and
should
be limited to the information required by Item 501 of Regulation
S-B.
Please revise.
5. Please remove the reference to this offering as a best efforts
offering on an all-or-none basis.  Rather, this offering appears
to
be a best efforts offering on a minimum-maximum basis.  Please
revise
the disclosure accordingly.  Revise similar disclosure in the plan
of
distribution section.
6. We again note the substantial amount of common stock being
registered for resale by officers, directors and affiliates.
Given
the significant level of resales by related parties, we are of the
view that the offering by these individuals is an offering by or
on
behalf of the company.  Rule 415(c) of Regulation C requires that
offerings by or on behalf of the company only be conducted at the
market if they meet the requirements of Rule 415(a)(4) of
Regulation
C.  Since your offering does not appear to satisfy those
provisions,
an "at the market" offering by affiliates is not permissible.
Please
revise the terms of your offering to indicate that the fixed
offering
price will apply throughout the term of the offering for these
individuals.  The prospectus should make clear the fact that these
persons are underwriters of this offering.
7. Please clarify the following statement: "All selling
shareholders
who are affiliates will not sell their shares during the public
offering period."
8. Reconcile the term of the company offering in the first
paragraph
with the disclosure in footnote three.
9. Clarify what you mean that "fractional interests" may be sold
at
your discretion.  Also, clarify how management will determine when
to
issue fractional shares and reconcile this statement with the
disclosure that there is a minimum purchase requirement of
$25,000.
Our Corporate History, page 1
10. Clarify that the independent auditor has raised substantial
doubt
about your ability to continue as a going concern.
11. Please reconcile the accumulated deficit with the financial
statements.

Forward-Looking Statements, page 3
12. Explain the following:  "We base these forward-looking
statements
on information currently available to us, and we assume no
obligation
to update them."  We direct your attention to the undertakings in
part II of the registration statement.

Risk Factors, page 4
13. We reissue prior comment 18.  Please revise the fourth risk
factor subheading to disclose that the going concern risk is that
you
may have to cease operations.
14. We reissue prior comment 20.  Please avoid the generic
conclusion
you reach in several of your risk factors that the risk could
cause
your business to suffer or would have a material adverse affect or
negative affect on your business.  Instead, replace this language
with specific disclosure of how your business and operations would
be
affected.  We direct your attention to risk factors 1, 5, 8, 10,
12,
13, 15, and 17.
15. Please explain the percent ownership after the offering for
control persons in risk factor 18.  We note the significant amount
of
shares being registered for resale by these control persons.
Please
revise accordingly.

Use of Proceeds, page 8
16. Please provide greater disclosure regarding the use of
proceeds
allocated to working capital.
17. Clarify whether any of the proceeds may be used to compensate
management.

Dilution, page 9
18. Please explain the reference to an "assumed public offering
price
per share."  The shares being offered by the company must be sold
at
a fixed price for the duration of the offering since the company
is
not eligible to sell its shares at market prices pursuant to Rule
415(a)(4) of Regulation C.

Management`s Discussion and Analysis, page 10
19. We reissue prior comment 30.  The Management`s Discussion and
Analysis ("MD&A") section is one of the most critical aspects of
Form
SB-2.  As such, we ask that you revise this section to discuss the
events, trends, and uncertainties that management views as most
critical to the company`s revenues, financial position, liquidity,
plan of operations and results of operations.  In an effort to
assist
you in this regard, please refer to the Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm.   This guidance is
intended to elicit more meaningful disclosure in MD&A in a number
of
areas, including the overall presentation and focus of MD&A, with
general emphasis on the discussion and analysis of known trends,
demands, commitments, events and uncertainties, and specific
guidance
on disclosures about liquidity, capital resources and critical
accounting.  Consider providing an executive overview to discuss
these material matters.
20. We repeat our prior comment 33.  Also, reinsert the deleted
disclosure.

Results of Operations - Fiscal Years Ended May 31, 2004 and 2003,
page 11
21. Please include the first paragraph of your response to our
prior
comment number 67 in the comparative discussion of annual results
of
operations to explain to investors the type of services provided
in
exchange for the share-based compensation.  Until you establish an
objectively verifiable measure of fair value for your common
stock,
as evidenced by quoted market prices in active markets, stock-
based
transactions should be measured using the best information
available
in the circumstances using one or more of the techniques cited in
paragraphs 9-10 of SFAS 123.  Please confirm to us that you will
do
so.

Plan of Operations, page 12
22. Please explain the reference to "a year of minimal sales."  It
appears that you have not had any revenues in the past year.
23. Please discuss in greater detail the "number of actions"
management intends to take in the next year.  Disclose the time
frame
for each action to be taken and the estimated expenses.
24. Provide the basis for your belief that "there is a substantial
market for effective, non-toxic cleaning products."  Also provide
the
basis for your belief that your products "provide significant
benefits compared to current competitive offerings."
25. Discuss the current status of the distribution and marketing
arrangements you are exploring with third parties.  If you have
entered into any agreements, preliminary or otherwise, please
discuss
the material terms and file as exhibits.
26. Discuss your plan of operation if you are unable to raise any
proceeds from the company offering.

Liquidity and Capital Resources, page 13
27. Discuss how long you can currently satisfy your cash
requirements.
28. You have stated that you paid $1,894.51 to Dicon in December
2003
in connection with the missed quantity requirements.  Disclose how
much you paid in 2004, if any.
29. We repeat our request in our prior comment 38 that you update
the
status of negotiations with the importer to South and Central
America.

Business, page 14
30. Please expand the history of your sales to TurtleWax, to
discuss
the current status of this business relationship.  If TurtleWax is
no
longer a customer please disclose.  We note your statement that
TurtleWax has indicated an interest in purchasing additional
sponges.
Please explain the reason no revenues have been generated from
TurtleWax since 2003.  Also, revise the ninth risk factor.

Legal Proceedings, page 17
31. Please add the following to your disclosure regarding the
lawsuit
by Westgate Financial Corporation:  the date of the commencement
of
the lawsuit; the principal parties and the description of the
facts
underlying the proceedings.

Background of Officers and Directors, page 18
32. Consider adding a risk factor discussing the prior performance
of
management in the periodic reporting requirements of a public
company.
33. Please revise the disclosure about Michael Metter and Azurel
in
order to clarify which dates go with which events.
34. In the discussion of Steven Moskowitz` background and his
relationship to Azurel, please repeat the disclosure that Azurel
was
delinquent in its reporting requirements with the SEC from October
2002 to February 2003, if accurate.

Security Ownership of Certain Beneficial Owners and Management,
page
22
35. We reissue prior comment 49.  Please revise the percent owned
by
Messrs. Metter, Moskowitz and Lazauskas.  Each are deemed to own
all
of the shares owned by RM Enterprises as well as the shares owned
individually.  This would result in percentages greater than RM
Enterprises owns individually.

Selling Stockholders, page 25
36. Please reconcile the number of shares being registered on the
prospectus cover page with the number of shares listed in the
table,
16,736,334.
37. Disclose the relationship between selling shareholders and the
officers and directors.  We direct your attention to Norman
Moskowtiz
and Deborah Metter.
38. Please revise the footnotes to the table to correspond to the
appropriate selling shareholder.
39. We reissue prior comment 54.  Disclose whether any of the
selling
shareholders are broker-dealers or affiliates of broker-dealers.

Shares Eligible for Future Sale, page 27
40. We note the business combination with Nexgen Acquisitions.
Please disclose whether Nexgen was a blank check company.  If so,
please note that this Division has issued an interpretative letter
to
the NASD-Regulation which indicates that we believe that those
securities held by promoters or affiliates of a blank check
company
and their transferees can be resold only through a registered
offering.  See letter to Ken Worm dated January 21, 2000.  Please
confirm your understanding and revise your disclosure as
appropriate.

Plan of Distribution, page 27
41. Clarify this section to indicate that the offering of
securities
by the company will only be conducted through those individuals
specifically named in this section/.
42. In response to our prior comment 56 you have not disclosed
whether the officers and directors participating in this offering
by
the company are subject to a statutory disqualification, as that
term
is defined in section 3(a)(39) of the Act, at the time of their
participation.  Please do so.
43. Please disclose whether any of the officers and directors
participating in this offering by the company is an associated
person
of a broker or dealer.

44. We note that Messrs. Metter and Moskowitz are selling
shareholders in this offering, in addition to offering the
securities
on behalf of the company.  Please supplementally provide us with
your
analysis as to whether the Rule 3a4-1 safe harbor is available for
this offer.  See Rule 3a4-1(a)(4)(ii)(C).
45. Clarify whether officers and directors purchasing securities
in
this offering will be purchasing with investment intent and not
with
an intent to distribute.
46. In the first full paragraph at the top of page 28, please
state
that you will file a post-effective amendment if you retain a
broker
who may be deemed an underwriter.
47. It appears that you have not disclosed the effect the
concurrent
selling shareholder offering may have upon the company`s offering
of
its stock, in response to our prior comment 59.  In addition, we
requested that you consider adding a risk factor in this regard.
48. Please disclose how the offering expenses will be paid if the
minimum is not reached in the offering by the company.
Note 6 -Commitments and Contingencies
49. Revise this note to discuss the judgment and damages in the
amount of $11,050 and how you have accounted for this matter.
General
50. Include a currently dated consent of the independent auditor
with
any amendment to the registration statement.  You should also be
mindful of the updating requirements of Item 310g of Regulation S-
B.

Item 26. Recent Sales of Unregistered Securities, page II-2
51. Please disclose all issuances within the past three years.  We
note your supplemental response to prior comment 51 indicates the
issuance of shares to 33 individuals from February to May 2002.
Please disclose.
52. We note the reliance upon Section 504 of Regulation D.  Please
disclose the facts supporting your reliance upon this exemption.
53. Please disclose the value of the consideration provided when
shares were issued for services.
54. Given the lack of business activities in 2004 and 2005, please
explain in greater detail the types of services provided in
January
2005 for which the individuals were issued securities.

Exhibits
55. Please file a validly executed escrow agreement.
56. We note in paragraph six that the execution of the
subscription
agreement is an irrevocable offer to purchase the number of shares
covered by the subscription agreement.  Advise us how, under
applicable state law, the offer to subscribe to purchase shares
can
legally be an irrevocable offer to purchase those shares.  We may
have further comment.

Closing Comments

As appropriate, please amend your registration statement in
response
to these comments.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand