SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
November 10, 2005

MAIL STOP 3561

via U.S. mail and facsimile

Michael L. Metter, President
Spongetech Delivery Systems, Inc.
The Empire State Building
350 Fifth Avenue, Suite 2204
New York, New York 10118

Re:      Spongetech Delivery Systems, Inc.
	Form SB-2, Amendment 3 filed October 7, 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.

General
1. The staff attempted to contact Mr. Metter at the telephone
number,
212-594-4175, which you have placed on the cover of your
registration
statement as the number of your principal executive offices.
Based
on the response of the individual who answered the telephone,
please
confirm the location of your operations and to confirm that your
operations are ongoing.

Prospectus Cover Page
2. Reconcile the estimated offering expenses on the cover page
with
the disclosure on page 8 and in part II of the registration
statement.

Prospectus Summary, page 1
3. Reconcile the net loss and the accumulated deficit for the
fiscal
year ended May 31, 2005 with the financial statements.
4. In discussing the delinquent franchise taxes, clarify the total
amount that was delinquent, state the total amount paid, including
any penalties or interest, and disclose when this amount was paid
in
full.

Spongetech Delivery Systems, Inc., page 1
5. You have stated in this section:
"We have also designed and started to test market, but have not
yet
produced or sold, products using the same hydrophilic technology
for
bath and home use. We license the rights to manufacture and sell
our
products from H.H. Brown Shoe Technologies, Inc. (d/b/a Dicon
Technologies),  the holder of  the relevant patents relating to
the
hydrophilic sponges."

However, you have responded to comment number twenty-one of our
prior
letter dated August 1, 2005 as follows:

"There is no formal agreement with the Company`s licensor to
manufacture the children`s bath foam sponge. The product is still
in
the research and development state. Management contemplates that
it
will enter into an agreement with Dicon upon finalization of the
bath
sponge."

Please reconcile this disclosure.  In addition, clarify wherever
applicable, which entity has, or will, design, test, produce, and
sell products from which you intend to gain revenues.

Selected Financial Data, page 3
6. Reconcile net loss for the fiscal year ended May 31, 2005 with
the
financial statements.  Revise similar disclosure in risk factor
one.

Risk Factors, page 4
7. We reissue prior comment 10.  Please avoid the generic
conclusion
you reach in several 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
8.
operations would be affected.  We direct your attention to risk
factors 1, 3, 5, 8, 10, 12, 14, 16, and 19.
9. Revise risk factor four to refer to the going concern in the
most
recent audited financial statements, May 31, 2005.
10. Please revise the subheading for the fifth risk factor, to
reflect the risks that will result if you fail to pay franchise
taxes
and/or fail to file a renewal of your certificate of incorporation
in
the future.

Use of Proceeds, page 8
11. We reissue comment number twelve of our prior letter dated
August
1, 2005.  Please provide greater disclosure regarding the use of
proceeds allocated to working capital.

Dilution, page 9
12. Please explain the statement that you assume the offering
price
of $.25 for all calculations in the dilution section.  Also,
please
revise similar disclosure in the capitalization section.

Management Discussion and Analysis, page 11
13. We reissue prior comment 14.  Please consider providing an
executive overview to focus on the known trends, events and
uncertainties that are critical to your business.

Results of Operations, page 13
14. Reconcile operating expenses and net loss for the year ended
May
31, 2005 with the financial statements.

Fiscal Years Ended May 31, 2005 and 2004, page 13
15. Please disclose the basis for the statements that your all-in-
one
product can be used several times, but the current products of
other
companies can be used one time only, thereby making your product
competitive with them.  Explain how this is a significant benefit.
Supplementally provide any reports, studies, etc.  We may have
further comment.

Plan of Operations, page 13
16. Provide a detailed plan of operations for the next twelve
months.
Provide in greater detail the milestones the company plans to take
in
the next twelve months to commence sales.  Discuss the anticipated
time frame for each milestone, the estimated costs and the
anticipated source of funding.
17. We continue to note the disclosure that officers, directors
and
affiliates may provide funding until the offering is completed.
Disclose whether they are legally obligated to provide such
funding.
If not, discuss how you plan to finance your business plan if
these
individuals do not loan the company funds.
18. We note the oral agreement with a sales group from Virginia to
Vermont.  Disclose the material terms of the agreement.  State
when
the agreement was entered into, name the sales group and disclose
whether any sales have been generated to date pursuant to this
agreement.
19. You continue to state that your licensor has orally agreed to
manufacture the children`s bath foam sponge.  Please disclose the
material terms of the agreement.  Also, please reconcile with the
statement that there is no formal agreement.
20. As we previously requested in comment number 15 of our prior
letter dated August 1, 2005, please cite the source of the Clean
Link
information.

Liquidity and Capital Resources, page 14
21. Given the current cash balance of $912.  Pplease explain how
you
believe you can satisfy your cash requirements for the next twelve
months.  This should not assume you raise the minimum funds in
this
offering, since there is no guarantee you will raise this amount.
We
may have further comment.

Business, page 17
22. Update the status of negotiations with Hebco Inc. and Vanity
Events.  We may have further comment.

Management, page 19
23. Please supplementally provide us with the control person(s)
for
Azurel Ltd. and disclose any affiliation, direct or indirect, with
the officers, directors and control persons of Spongetech.  We may
have further comment.

Legal Proceedings, page 21
24. With regard to the Westgate lawsuit, please disclose the name
of
the court or agency where the proceeding is pending, the date the
proceeding began and all principal parties, as Item 103 of
Regulation
S-B requires.  In addition, please update the disclosure in this
section, as appropriate.

  Security Ownership of Certain Beneficial Owners and Management,
page 24
25. Please update the disclosure in this section as of the most
recent practicable date.

Certain Relationships and Related Transactions, page 24
26. Please reference the sixth paragraph of this section, which
paragraph states:
"In January 2005,  we issued and  aggregate of 12,030,000  shares
of
our common stock to our officers, directors and related parties,
as
compensation for services performed on our behalf."
Please ensure that you provide, for these issuances, all the
information which Item 404 of regulation S-B requires.  Disclose
the
value of the consideration.  Also, explain why this issuance was
not
included in the executive compensation table, since it was for
services performed.  We may have further comment.

Plan of Distribution, page 29
27. We note the statement that if you do not raise the minimum you
anticipate officers and directors providing the expenses
associated
with this offering but that there are no formal or written
agreements.  Please clarify, if true, that these individuals are
not
legally obligated to provide such funding.  Discuss the impact
this
would have upon your company if these individuals did not provide
this funding.  How would you pay these expenses?

Additional Information, page 37
28. Please update the address of the Commission.  The Commission`s
new address is:
	100 F Street, NE
	Washington, DC 20549.
29. We note the following statement:
"All selling shareholders who are affiliates will not sell their
shares during the public offering period. Thereafter, they may
sell
their shares in public or private transactions, at prevailing
market
prices or at privately negotiated prices."

It does not appear any affiliates are selling shareholders.
Please
revise to name the affiliates or explain supplementally.

Financial Statements, page F-1
30. Revise to include updated financial statements as required by
Item 310(g) of Regulation S-B.

Note 6 - Commitments and Contingencies, page F-14
31. Revise to disclose the amount or range of the possible loss
from
the litigation or a statement that an estimate cannot be made.
Also,
revise to disclose the status of the contingency in the updated
financial statements.  See paragraph 10 of SFAS 5.

Exhibit 23.1 - Accountant`s Consent
32. The consent refers to a report dated January 15, 2005, and
there
is no such report in the amended registration statement.  Please
include a currently dated consent that refers to the appropriate
audit report.

Recent Sales of Unregistered Securities, page II-2
33. We note the issuances in 2002.  It appears the company was a
blank check company at that time.  Rule 504 of Regulation D is not
available to blank check companies.  Please revise the disclosure
to
discuss the available exemption.  Also, state the facts supporting
reliance upon the exemption.  We may have further comment.
34. Disclose the consideration received in each transaction.
Exhibits
35. Please file a validly executed escrow agreement.  We repeat
our
prior comments 55 and 56.  All exhibits are subject to staff
review
and should be filed as soon as practicable to allow sufficient
time
for such review.

Signatures
36. Please note that Form SB-2, "Instructions for signatures,"
number
1 requires the signature of the controller or principal accounting
officer.

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 that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Terence O`Brien at (202) 551-3355 if you
have
questions
regarding comments on the financial statements and related
matters.
Please contact Susann Reilly at 202) 551-3236 with other
questions.

Sincerely,

John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc:  Richard A. Friedman, Esq.
      By facsimile (212) 930-9725
??

??

??

??

Michael L. Metter, President
Spongetech Delivery Systems, Inc.
Page 7
November 10, 2005

</TEXT>
</DOCUMENT>