Spongetech Delivery Systems, Inc. (fka SPNGQ)

[printmail01]

Last time SPNG attempted to register shares thru a prospectus filing they failed. The SEC had a long long list of disclosure questions and SPNG could not come up with satisfactory answers.

Here is some info from last time SPNG tried to register shares.

I suggest you review ALL of the Uploads from last attempt:
http://www.sec.gov/cgi-bin/browse-edgar?type=upload&dateb=&owner=include&count=40&action=getcompany&CIK=0001201251

Here are the SPNG CORRESP
http://www.sec.gov/cgi-bin/browse-edgar?type=CORRESP&dateb=&owner=include&count=40&action=getcompany&CIK=0001201251


Here is link to some of the questions the SEC wanted answered:
http://www.sec.gov/Archives/edgar/data/1201251/000000000006025971/filename1.txt

I only included some of the questions , see link above for complete document:

Re: Spongetech Delivery Systems, Inc.
Form SB-2, Amendment 5 filed December 20, 2006
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.

Disclose how your plan to retain the groups in the various
geographic regions. Will there be regional offices? How will
these
sales groups be overseen? Estimate the number of employees you
anticipate hiring for each group. State whether they will be
employees or contractors. Also, clarify whether they will devote
their full time to your business or whether they will also devote
time to other sales opportunities.

Clarify whether the agreement with Dicon would
allow you to enter into licensing arrangements.
16. Disclose the estimated costs associated with a licensing
agreement to use another company`s logos and trademarks and the
expected source(s) of funding.

Summary Compensation Table
18. It appears that Mr. Lazauskas should be included in the
executive
compensation section. We direct your attention to Item
402(a)(2)(iii) of Regulation S-B.
19. Reconcile the number of shares issued to Mr. Moskowitz with
the
disclosure in the certain relationships and related transaction
section.
20. Please advise us as to Mr. Rubin`s role with the company. It
appears that Mr. Rubin may be required to be included in the
executive compensation table, pursuant to Item 402(a)(2)(iii) of
Regulation S-B.

21. Given the relationship between certain officers of the company
and RM Enterprises, it would appear the stock issued to RM
Enterprises in January 2005 should be included in the executive
compensation table. This would appear to be indirect compensation
to
those control persons.

Recent Sales of Unregistered Securities, page II-2
22. We reissue prior comment 26 from our letter dated December 20,
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 whether
another available exemption may be relied upon.
23. Disclose the exemption relied upon in the July 2002 issuance
to
RM Enterprises.

Exhibits
24. In light of the change made to the subscription agreement as a
result of our prior comment 31 from our letter dated December 12,
2005, please file the revised subscription agreement as an
exhibit.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies