SecProbe.io

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December 12, 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 4 filed November 21, 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.

Prospectus Summary
1. At the beginning of the summary, when discussing your business,
clearly disclose the limited sales the company has had in the most
recent financial periods.
2. Reconcile the net loss and the accumulated deficit for the
interim
financial period ended August 31, 2005 in this section with the
financial statements.

Selected Financial Data, page 3
3. Please update to include the summary statement of operations
for
the interim financial period of August 31, 2005.

Risk Factors, page 4
4. We partially reissue prior comment 7 from our letter dated
November 10, 2005.  Revise the risk factor subheadings for risk
factors 1, 12 and 16 to remove the generic conclusions, such as
your
business or operations may be negatively affected.  Instead,
clearly
state the risk to the company and/or investors.
5. It appears that certain officers and directors continue to
remain
affiliated with Azurel.  Please revise the disclosure in risk
factor
21 to clearly reflect this fact.  Currently the disclosure
indicates
that they were previously affiliated with Azurel.
6. We note risk factor 22.  Disclose the amount and percent of
time
management devotes to your business.

Dilution, page 8
7. If the deficit as of August 31, 2005 was ($85,557), please
explain
how you arrived at a positive net tangible book value per share of
$.002.  Please revise or advise.
8. Please revise to add disclosure regarding dilution at varying
levels of proceeds from the offering.
9. Provide the disclosure required by Item 506(a) of Regulation S-
B.

Management Discussion and Analysis, page 11
10. We reissue prior comment 13 from our letter dated November 10,
2005.  Please consider providing an executive overview to focus on
the known trends, events and uncertainties that are critical to
your
business.
11. Clarify whether there are or were any outstanding franchise
taxes
for 2004.  If so, clarify when they were paid.  If they have not
been
paid, please explain the impact this may have on your business.
We
may have further comment.
12.
Provide a comparison of the results of operations for the interim
period August 31, 2005 with the prior comparable period in 2004.

Plan of Operations, page 11
13. We reissue prior comment 16 from our letter dated November 10,
2005.  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.
14. Disclose the time frame for your plans to hire sales groups to
market and sell your products.  Disclose any anticipated expenses
associated with this plan.
15. Disclose in greater detail your plan to seek a production
finance
company to fund inventory.  Discuss the anticipated terms of such
arrangement.  Disclose the time frame and anticipated costs
associated with this plan.   Discuss the impact on your business
if
you are unable to enter into such an agreement.
16. Disclose in greater detail the estimated costs of a
warehousing
facility.  Explain the reference to costs not to exceed 4% of
orders.
This disclosure is unclear.
17. Please discuss in greater detail your plans to pursue
licensing
arrangements.  Does the agreement with Dicon allow you to enter
into
these licensing arrangements?
18. Disclose the estimated costs associated with an infomercial
and
the anticipated source(s) of funding.
19. We reissue prior comment 20 from our letter dated November 10,
2005.  Please cite the source of the Clean Link information.  We
note
the number "(1)" that you have inserted, but there is no
corresponding footnote that provides the requested information.
20. Clarify whether any competitors have products that are multi-
use.
If not, provide the basis for the conclusion that your product
does
not have any direct competitors.  We may have further comment.

Liquidity and Capital Resources, page 13
21. Disclose how long you can currently satisfy your cash
requirements.  There is no guarantee you will raise any funding in
this offering.

New Marketing, page 18
22. You have stated that you are currently in negotiations to sell
500,000 vehicular sponges to Hebco, Inc., a Caracas, Venezuela
based
exporter of automotive products to South America, subject to that
entity`s approval of both Spanish and Portuguese language
translations of the product`s packaging.  Clarify whether or not
Hebco has made a verbal commitment to buy the sponges if you
obtain
the translation approvals.  In addition, disclose the principal
terms
of this arrangement.
23. Clarify whether or not the approval by Vanity of the changes
to
the mold are the only remaining condition to an agreement with
Vanity.

Legal Proceedings, page 18
24. Please disclose the date Westgate filed the lawsuit.

Certain Relationships and Related Transactions, page 21
25. Disclose in greater detail the services performed for the
stock
issuance in January 2005.

Plan of Distribution, page 28
26. Please disclose the material terms of the escrow agreement.
Disclose the fees to be paid to the escrow agent.  Please explain
how
you plan to pay these fees, given the current financial condition
of
the company.

Part II

Recent Sales of Unregistered Securities, page II-2

27. We reissue prior comment 33 from our letter dated November 10,
2005.  We again note the stock issuances in 2002.  The stock
purchase
agreement was not entered into until July 2002 and these
transactions
were conducted in March and May 2002.  Therefore, we continue to
note
that the company was a blank check company at the time of these
transactions.  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.
28. Please explain the removal of the May 2002 transaction of
40,000
shares sold to 4 investors or revise to add back the disclosure.
29. We reissue prior comment 34 from our letter dated November 10,
2005.  Disclose the value of the consideration in the January 2005
and February 2005 transactions.
30. The shares issued in the merger transaction should be included
in
this section.

Exhibits
31. We continue to 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 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
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Michael L. Metter, President
Spongetech Delivery Systems, Inc.
Page 1
December 12, 2005

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