As filed with the Security and Exchange Commission on August 24, 2006
Registration No. 333-123015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1
to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPONGETECH DELIVERY SYSTEMS, INC.
(Name of small business issuer in its charter)
Delaware 2840 54-2077231
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
The Empire State Building, 350 Fifth Avenue,
Suite 2204, New York, New York 10118
(212) 594-4175
(Address and telephone number of principal executive offices)
Michael L. Metter, President
Spongetech Delivery Systems, Inc.
The Empire State Building
350 Fifth Avenue, Suite 2204
New York, New York 10118
(212) 594-4175
(Name, address and telephone number of agent for service)
COPIES TO:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Tel: (212) 930-9700
Fax: (212) 930-9725
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this registration statement becomes effective.
If any securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
DEREGISTRATION OF SECURITIES
Spongetech Delivery Systems, Inc. (the "Company") filed a registration statement
on Form SB-2 (File No. 333-123015) which was declared effective by the SEC on
April 13, 2006 in connection with a public offering on a "best-efforts, minimum
2,000,000 Units, maximum 8,000,000 Units" basis, at an offering price of $.25
per unit. The Company has not sold any of the Units and is filing this
Post-Effective Amendment No.1 to the Registration Statement to deregister the
Units.
SIGNATURES
Pursuant to the requirements of the Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirement for filing on
Form SB-2 and has duly caused this Post-Effective Amendment No.1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on August 24, 2006.
SPONGETECH DELIVERY SERVICES, INC.
By: /s/ Michael Metter
-------------------------------------
Michael L. Metter
President and Chief Executive Officer
By: /s/ Steven Moskowitz
-------------------------------------
Steven Moskowitz
Chief Financial Officer, Principal
Accounting Officer and Secretary
In accordance with the requirements of the Securities Act, this Post-Effective
Amendment No.1 to the Registration Statement has been signed below by the
following persons on behalf of the Company in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
President, Chief Executive Officer
/s/ Michael L. Metter and Director August 24, 2006
---------------------
Michael L. Metter
Chief Financial Officer, Principal
Accounting Officer, Secretary and
/s/ Steven Moskowitz Director August 24, 2006
---------------------
Steven Moskowitz
/s/ Frank Lazauskas Director August 24, 2006
---------------------
Frank Lazauskas