SecProbe.io

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March 28, 2005

MAIL STOP 0511

via U.S. mail and facsimile

Michael L. Metter, President
Spongetech Delivery Systems, Inc.
The Empire State Building
350 Fifth Ave., Suite 2204
New York, NY  10018

Re:      Spongetech Delivery Systems, Inc.
	Form SB-2 filed February 25, 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 April 14, 2004.

General

1. Please note that the financial statements must be updated after
April 14, 2005 to comply with Item 310g of Regulation S-B.
2. Include a currently dated consent of the independent auditor
with
any amendment to the registration statement.
3. Please revise your disclosure to clarify whether the primary
offering by the company and selling security holder offering will
run
concurrently.  If they will, also revise your disclosure
explaining
how the two offerings will be managed.  In this regard, it appears
that persons selling on behalf of the issuer also will be selling
for
themselves as selling security holders.  Disclose how will these
individuals and prospective investors determine when they sell or
purchase in the primary offering as opposed to the selling
security
holder offering.

Cover page of the Registration Statement

4. We note the reference to "Common Stock includable in Class A
Warrants."  Please revise this to clarify, if true, that you are
referencing the common stock which is a part of each unit.
5. Please reconcile the number of shares registered for resale by
selling shareholders on the registration statement cover page with
the disclosure on the prospectus cover page.

Cover Page of the Prospectus

6. Please state on the cover page that the selling shareholders
who
are affiliates must conduct their offering at the fixed price for
the
duration of the offering, rather than just the period before the
securities become quoted on a securities market, such as the OTC
Bulletin Board.  Please revise all appropriate sections of your
prospectus.
7. We note that the funds will be held in escrow until the minimum
offering amount is reached.  Please file the escrow agreement as
an
exhibit.  Also, please disclose the material terms of the escrow
agreement in the plan of distribution.
8. The prospectus cover page should be limited to the disclosure
required by Item 501 of Regulation S-B.  Therefore, please remove
the
reference to par value and relocate the second paragraph
discussing
the possible use of registered broker-dealers to the plan of
distribution section.
9. We note the disclosure on the prospectus cover page and
throughout
the prospectus that the company may engage broker-dealers to sell
the
shares in the offering.  If a broker-dealer is added to the
transaction prior to the effectiveness of the registration
statement,
please amend the Form SB-2 to include the disclosure required by
Item
508 of Regulation S-B.  Also, please confirm that if a broker-
dealer
is added to the transaction you will file a post-effective
amendment
to include the information required concerning the addition of a
broker-dealer.  Additionally you should be aware and confirm your
awareness that prior to any involvement of any broker-dealer in
the
offering, such broker-dealer must seek and obtain clearance of the
underwriting compensation and arrangements form the NASD Corporate
Finance Department.
10. Please disclose any minimum purchase requirements, as required
by
Item 501(a)(9)(iii) of Regulation S-B.
11. Please include the table required by Item 501(a)(9)(iv) of
Regulation S-B.

Inside Front and Outside Back Cover Page

12. Please include the dealer prospectus delivery obligation
required
by Item 502(b) of Regulation S-B on the outside back cover page of
the prospectus.

Prospectus Summary

13. Please explain the reason for the acquisition with Nexgen
Acquisitions VIII Inc.

The Offering, page 2

14. We note the disclosure that you will issue a press release to
allow the separate trading of the warrants prior to 90 days by
issuing a press release.  It would appear necessary to file a
post-
effective amendment to the registration statement if you wish to
change the date the warrants become separately tradeable.  Please
revise the disclosure accordingly.

Selected Financial Data, Page 3

15. Revise to present only condensed operating data.  The balance
sheet data should be expanded to include current and total assets
and
liabilities and should reflect that total assets are the same as
total liabilities plus stockholders deficiency.  The revised data
should reflect that the company had significant working capital
deficiencies at 5/31/2004 and 11/30/2004.  Note that the
Statements
of Cash Flow on pages four and five can be deleted since they are
not
required.
16. Revise to delete the sentence that states that the selected
financial data were prepared in accordance with generally accepted
accounting principles since only condensed data should be
presented.
Also delete the duplicated second paragraph.

Risk Factors, page 6

17. Please revise the first, second, sixth, seventh, fifteenth,
nineteenth, and twenty-third risk factor subheadings to state the
risk to your company and/or investors.
18. Please revise the fourth risk factor, as the going concern
risk
also includes the possibility that you may have to cease
operations.
19. The fifth, sixth, twentieth, and twenty-fourth risk factors
are
generic risks that should be removed.  Consider relocating the
information regarding penny stock to the plan of distribution
section.
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.
21. The seventh and eighth risk factor subheadings indicate the
same
risk.  The seventh risk factor subheading should be revised to
reflect the narrative disclosure discussing past defaults and the
possible termination of your license if you default again.
22. In risk factor eleven, disclose the percent of revenues
attributable to TurtleWax.
23. Please explain the statement in the sixteenth risk factor that
"the price of our units is subject to change due to market
conditions
and other factors."  Clarify whether you are referring to the
offering price by the company or the price investors may receive
upon
resale of the units.  We may have further comment.
24. Consider combining the sixteenth, twenty-first and twenty-
second
risk factors, as they discuss the lack of a market.

Use of Proceeds, page 11

25. Include in the table the use of proceeds at various levels
between the minimum and maximum offering.
26. Please comply with Instruction 1 to Item 504 of Regulation S-B
regarding disclosure of proceeds going to debt.

Dilution, page 12

27. Please explain the reference to "assumed" public offering
price
per share.

Capitalization, Page 12

28. Revise to present in a separate column the pro forma effect of
the transactions disclosed in Note 8 to the audited financial
statements.  Note that each pro forma adjustment should be
separately
described and factually supported.  Please refer to Item 310(d) of
Regulation S-B for further guidance.
29. Similarly, revise the Selected Financial Data to reflect the
pro
forma effect of the transactions in Note 8 on current liabilities
as
well as stockholders` equity under balance sheet data.

Managements Discussion and Analysis of Financial Condition and
Results of Operation, page 13

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.
31. We note your response to our prior comment 9.  Please add back
disclosure regarding the dispute with Paradigm and the terms of
settlement.

Results of Operations, page 14
Six Months Ended November 30, 2004 and 2003, page 14

32. In the first paragraph you refer to having "minimal" sales,
but
it appears that you had no sales in the six months ended 11/30/04.
Please advise or revise.  Also, discuss the reason(s) for no
sales.
33. In this section you state:  "We have consistently depended on
one
customer for almost all of our sales."  You have indicated that
customer is TurtleWax. Disclose the history of sales to TurtleWax,
including the date of the last sale to TurtleWax.  Discuss whether
TurtleWax, your primary customer, has placed any orders with the
company since the financial statements.  Explain whether you
compensate Paradigm for sales to TurtleWax.

Fiscal Years Ended May 31, 2004 and 2003, page 14

34. Revise to provide expanded information on the $1,953,631
indicated for consulting expense and officers` services for the
fiscal year ended 5/31/2004.   Indicated how the shares issued for
each of the transactions were valued; also quantify the amount for
each component.  Please refer to the staff`s comment regarding
Note 8
to the financial statements.

Liquidity and Capital Resources, page 15

35. We reissue prior comment 8.  Please disclose the cash balance
as
of the most recent practicable date.
36. We note the extension of the agreement with Dicon until July
2006.  Please file the extension as an exhibit.
37. Please disclose the fee paid to Dicon for the annual period
ended
2003 and 2004.  The terms of the agreement indicate the annual
period
ends on June 30.  Also, we note that the period ended 2004
required
the minimum purchase of 1 million RSI sponge products or the
payment
of $.20 per product less than the minimum.  Lastly, we note the
statement that you paid the fee in connection with the missed
quantity requirements in December 2003.  The terms of the
agreement
require the fee to be paid within 30 days of the end of the annual
period to maintain the exclusive nature of the agreement.  Please
discuss the impact this may have upon the agreement.  We may have
further comment.
38. Revise to update the status of negotiations with a major
importer
to South and Central America, in view of the fact that the third
quarter has now ended.

Business, page 16

39. Since TurtleWax has been a major customer to date, please
disclose the history of your sales to TurtleWax.  Also, disclose
the
dispute with Paradigm and its outcome.

Supply and Requirements Agreement, page 16

40. Please add disclosure on page 16 indicating the ending date
for
each annual period, the amount you purchased during that time
period,
and any amounts paid for not meeting the minimum purchase
requirements.
41. We note the reference to Home Shopping Network on page 18.
Please discuss their relationship with your company or remove.
42. Please add disclosure regarding governmental regulations on
your
business.  We note the discussion in risk factor 14.

Description of Property, page 18

43. Disclose the principal terms of the sublease.  Include any
terms
of the underlying lease if needed to understand the sublease.
Clarify the period of leasing time for which you have paid 60,000
shares.

Legal Proceedings, page 20

44. We note the commencement of a lawsuit by Westgate Financial
Corp.
Please provide the information required by Item 103 of Regulation
S-
B.

Management, page 19

45. Please provide the disclosure required by Item 401(d)(1) of
Regulation S-B.  We note the bankruptcy of Azurel Inc. in 2004 and
Messrs. Metter and Moscowitz` involvement with the company.  Also,
add disclosure regarding the delinquency of Azurel in its
reporting
requirements.
46. We note the removal of the disclosure regarding Mr. Moskowitz`
involvement with Tiburon Capital Group and ERC Corp.  Please add
back
this disclosure or explain supplementally.

Certain Related Party Transactions, page 21

47. We reissue prior comment 12.  Please disclose whether RM
Enterprises was paid any interest or other fees on the amount
loaned.
48. The individuals deemed the control persons of RM Enterprises
should be deemed the beneficial owners of the entire amount owned
by
RM Enterprises.  Please revise the disclosure accordingly.
49. Please revise the percent owned by Messrs. Metter, Moskowitz
and
Lazauskas.

Description of Securities, page 24

50. Please reconcile the amount of common stock outstanding in
this
section with disclosure elsewhere in the prospectus, such as the
summary.

Selling Stockholders, page 26

51. Supplementally advise us how, and when, the selling
stockholders
not named in the "Recent Sales of Unregistered Securities" section
received their shares.  We may have further comment.
52. Please reconcile the number of shares being registered on the
prospectus cover page with the number of shares listed in the
table,
17,266,837.
53. Please disclose the control person(s) for DDK and Co. LLC, A&N
Enterprises LLC, Reed Smith LLC, Ahava Investments Inc., DL
Investments Inc., and Touchdown Capital Inc.
54. Please state whether any of the selling shareholders are
broker-
dealers or affiliates of broker-dealers.  We may have further
comment.

Plan of Distribution, page 28

55. Please clarify that your offering is being made on a best
efforts, minimum-maximum basis.  Reconcile the statement that "the
units will be offered to the public on a "best-efforts, all-or-
none"
basis as to the minimum number of shares" with disclosure
elsewhere
in the prospectus.
56. Please name each officer and director who will be
participating
in this offering by the company.  Please disclose how they will
satisfy each element of Rule 3a4-1.
57. Please correct the typographical error, "an on-interest," in
the
third from the last paragraph on page 29.
58. Please explain the statement:  "Subscribe