SecProbe.io

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                      SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                ATTORNEYS AT LAW

                                                                 October 7, 2005

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549

Attention:        John Reynolds, Assistant Director
                  Susann Reilly, Attorney
                  Office of Emerging Growth Companies

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

Ladies and Gentlemen:

         The following responses address the comments of the reviewing Staff of
the Commission (the "Staff") as set forth in its letters dated August 1, 1005
and August 3, 2005 relating to the Registration Statement on Form SB-2 (the
"Registration Statement") of Spongetech Delivery Systems, Inc. ("Spongetech" or
the "Company"). On behalf of the Company, we respond as follows.

 General

1.       Please provide us supplementally with the documentation indicating your
         franchise taxes have been paid and that you have been reinstated as a
         corporation in Delaware. Include disclosure in the business section
         regarding your prior non-compliance and add a risk factor discussing
         the risk to the company if this were to occur again. Also, please
         disclose the period during which you were delinquent in your taxes and
         discuss the impact being voided by the state of Delaware had on your
         corporation. Were any shares of common stock issued while you were
         voided? If so, what is the status of those shares under state law. We
         may have further comment.

Response

         The Company has added a disclosure in the business section regarding
its failure to pay its franchise taxes and its subsequent payment of the
outstanding amounts. In addition the

                                      SRFF
             1065 AVENUE OF THE AMERICAS | NEW YORK, NEW YORK 10018
                 T 212 930 9700 | F 212 930 9725 | WWW.SRFF.COM

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Company has added a risk factor discussing the risks if this were to occur
again. We are furnishing you supplementally with the documentation evidencing
payment of the outstanding franchise taxes in Delaware. An aggregate of
17,758,636 shares were issued during the period when the Company was delinquent
in the payment of its franchise taxes. Pursuant to Section 312(e) of the
Delaware Corporation Law, the filing of the Certificate of Renewal and Revival
of The Certificate of Incorporation of Spongetech, renewed and revived the
Company with the same force and effect as if its Certificate of Incorporation
was not voided. Such reinstatement validated all contracts, acts, and matters,
done and performed by the officers and agents of the Company within the scope of
its Certificate of Incorporation during the time the Company was voided.

2.       Please advise us of the reasons for the differences in the following
         statements, make any necessary revisions to the prospectus and indicate
         in your response letter the location of each revision. The first and
         second are in Amendment 5 of your previous SB-2 filing (333-10925),
         which you subsequently withdrew. The first is on page 25 under "Certain
         Related Party Transactions." The second is on page 27 under "Principal
         Stockholders?' The third is in this July 5, 2005 Amendment 2 on page 23
         in footnote 4 under "Certain Relations and Related Transactions":

         "Mr. Cohen, on March 1, 2004, transferred his interest in Nexgen
         Holdings to Joel Pensley";

         "(4) Joel Pensley owns 775,000 shares of our common stock and is the
         beneficial owner of Renegade Consulting, Inc. which owns 100,000 shares
         and Nexgen Holdings, Inc. which owns 2,791,000 shares"; and

         "Mr. Cohen, on November 22, 2004, transferred his interest in Nexgen
         Holdings to The Rubin Family irrevocable Stock Trust."

         Also, ensure that you include in the disclosure in this prospectus any
         required information regarding Joel Pensley, or anyone else, including,
         but not necessarily limited to, that which is required even for persons
         no longer affiliated with the registrant, such as the following: a
         person who is not an executive officer but who is expected by the small
         business issuer to make a significant contribution to the business; or
         a promoter whose transactions with the registrant must be disclosed in
         this filing. See Item 401(b) and Item 404(d) of Regulation S-B.

Response

         The following statement which appears in the subject Registration
Statement is factually accurate and is supported by the stock certificates and
transfer documentation maintained by the Company's Transfer Agent:

         "Mr. Cohen, on November 22, 2004, transferred his interest in Nexgen
         Holdings to The Rubin Family irrevocable Stock Trust."

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         The prior statements which were contained in the Registration Statement
(333-10925) which was subsequently withdrawn by the Company, was prepared by
prior counsel (upon information and belief) but were incorrect, as the transfer
to Joel Pensley never occurred.

         There are no other persons with respect to whom the Company is required
to make disclosure pursuant to Item 401(b) and Item 404(d) of Regulation S-B.
Messrs Pensley and Cohen do not have ongoing relationships with the Company. Mr.
Pensley was prior counsel to Mr. Cohen and Nexgen Acquisitions VIII before the
merger of Nexgen Acquisitions, VIII and the Company in 2002. Such persons have
no role with the Company at this time, nor is it contemplated that they will in
the future. Management, as disclosed in the Prospectus consists of Messrs.
Moskowitz, Metter, Lazauskas and Monahan.

3.       Throughout the registration statement, please distinguish between the
         shares of the registrant in this offering and those of the selling
         shareholders. For example, it is necessary to revise foot note "1" to
         the table on the cover page, in view of the fact that a part of this
         offering" consists of selling shareholder sales:

         "1) No underwriting discount or commission will be paid to any person
         in connection with this Offering. Upon completion of this Offering, the
         entire proceeds of this Offering will be received by the Company."

Response

         The Registration Statement has been revised in accordance with your
comment.

Cover Page

4.       We reissue prior comment 4. Please limit the prospectus cover page to
         one page, including the footnotes. Also, please avoid repetition.

Response

         The Registration Statement has been revised in accordance with your
comment.

5.       Explain the reference in the table to the maximum of $500,000 and the
         minimum of $2 million.

Response

         The Registration Station has been revised to reflect a minimum of
$500,000 and a maximum of $2,000,000.

6.       We note the statement that the company in is sole discretion may accept
         subscriptions for less than $25,000. Please explain the criteria to be
         used in making

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         this determination. Also, please explain how you have a minimum
         subscription amount if management may accept less. We may have further
         comment.

Response

         The Registration Statement has been revised to reflect that the Company
will not accept subscriptions of less than $5,000 from each investor.

7.       Please provide footnotes one and two in the table directing readers to
         the footnotes, as you have done for footnote three.

Response

         The Registration Statement has been revised to insert footnotes one and
two in the table in accordance with your comment.

8.       Highlight the cross-reference to the risk factors section by prominent
         type or in another manner, as required by Item 501(a)(5) of Regulation
         S-B.

Response

         The Registration Statement has been revised in accordance with your
comment to highlight the cross reference to the risk factors section by
prominent type.

Our Corporate History, page 1

9.       Please disclose the following in this section, in the "Corporate
         Background" section on page 11, in the "Business" section, on page 16,
         and elsewhere, as appropriate: the date your corporation was voided by
         the State of Delaware for overdue taxes and the date it was reinstated.

Response

         Disclosure has been made in the "Corporate Background" section on page
11, in the "Business" section, on page 16, the date the Corporation was voided
by the State of Delaware and the date it was reinstated.

Risk Factors, page 4

10.      We reissue prior comment 14. 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 operations would be affected. We direct your
         attention to risk factors 1, 3, 5, 8, 10, 12, 13, 15, and 18.

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Response

         We have revised the risk factors in accordance with your comment.

11.      Revise risk factor 17 to discuss the risk that if your common stock is
         listed on the OTC Bulletin Board and selling shareholders can sell at
         market prices, they may undercut the price the company is offering its
         shares, which must be sold at a fixed price for the duration.

Response

         Risk factor 17 has been revised in accordance with your comment.

Use of Proceeds, page 8

12.      We repeat our prior comment 16. Please provide greater disclosure
         regarding the use of proceeds allocated to working capital.

Response

         We have revised the Registration Statement to provide greater
disclosure of the use of proceeds allocated to working capital.

Dilution, page 9

13.      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.

Response

         The Registration Statement has been revised to disclose that all
calculations are based upon an offering price of $.25.

Management Discussion and Analysis, page 11
Liquidity and Capital Resources, page 14

14.      We reissue prior comment 19. Please consider providing an executive
         overview to focus on the known trends, events and uncertainties that
         are critical to your business.

Response

         The Registration Statement has been revised.

Plan of Operations, page 13

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15.      Please cite the publication or report which contains the Clean link
         information. Also, provide us with copies of the report supplementally.

Response

         The Registration Statement has been revised in accordance with your
comment. We are providing you with the Cleanlink information supplementally.

16. In the second paragraph of this section provide the estimated expenses.

Response

         The second paragraph of the Plan of Operations has been revised to
include the estimated costs to the Company of (A) attending the auto show in Las
Vegas, Nevada in November 2005, (B) engaging sales representatives between the
date of the Registration Statement and November 2005; and (C) pursuing licensing
arrangements between the date of the Registration Statement and May 2006.

17.      Please provide in greater detail the milestones the company plans to
         take in the next twelve months to commence sales.

Response

         The Registration Statement has been revised to provide greater detail
of the Company's current plans to commence sales in the next twelve months.

18.      We note the statement on page 30 that management believes its products
         provide significant benefits compared to current competitive offerings
         due to the fact that they provide customers with the option of
         purchasing an all-in-one, multi-use product." Disclose the basis for
         this statement or remove.

Response

         The Registration Statement has been revised to disclose that management
believes its products provide significant benefits compared to current
competitive offerings based upon the fact the Company's products are the only
products that provide customers with an all in one product that can be used
several times. Current competitive offerings provide products which are for one
time use only.

19.      We note the disclosure that officers, directors and affiliates may
         provide funding until the offering is completed. Disclose whether any
         individuals have agreed to provide such finding. If so, disclose the
         material terms of the arrangement and file any written agreements as
         exhibits. Also, state whether there is a maximum amount that may be
         provided.

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Response

         The officers, directors and affiliates of the Company have agreed to
pay all costs which are incurred by the Company in connection with the filing of
the Registration Statement. There are no formal agreements with respect to the
advance of such costs to the Company. Also, there is no maximum amount that may
be provided to the Company but its officers, directors and affiliates.

20.      We reissue prior comment 26. Please disclose your plan of operations if
         you arc unable to raise even the minimum in this offering.

Response

         The Registration Statement has been revised to disclose that if the
Company is unable to raise even the minimum in this offering, the Company will
be forced to curtail or cease our business and operations.

21.      You have stated that your licensor has orally agreed to manufacture the
         children's bath foam sponge. Please disclose the material terms of the
         agreement.

Response

         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.

Liquidity and Capital Resources, page 14

22.      Please update the current cash balance as of the most recent
         practicable date. Also, please disclose the date of the cash balance.

Response

         The current cash balance has been updated as of October 6, 2005.

23. We reissue prior comment 27. Please disclose how long you can currently
satisfy your cash requirements.

Response

         The Registration Statement has been revised to disclose that the
Company can satisfy its cash requirements for the next twelve months.

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Legal Proceedings, page 19

24.      Please explain your relationship to Westgate. We note the statement
         that Westgate was your former "factor." Please clarify. Also, please
         explain the facts underlying the proceeding.

Response

         The Registration Statement has been revised to disclose the nature of
the Company's relationship to Westgate and to explain the facts underlying the
proceeding.

Management, page 19

25.      We note the Forms 8-K filed by Azurel Ltd. filed June 16, 2004, July
         26, 2004 and July 26, 2005 which is signed by Mr. Moskowitz as the CEO.
         Please revise the d