UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      for the quarterly period ended August 31, 2006

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
      EXCHANGE ACT OF 1934


                         Commission file No. 333-123015

                        Spongetech Delivery Systems, Inc.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                           54-2077231
      ------------------------    ---------------------------------------
      (State of incorporation)    (I.R.S. Employer Identification Number)


                   The Empire State Building, 350 Fifth Avenue
                      Suite 2204, New York, New York 10118
                      ------------------------------------
               (address of principal executive offices) (Zip Code)

                                 (212) 594-4175
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of October 13, 2006 the Company had 34,072,636 shares of common stock issued
and outstanding.




EXPLANATORY NOTE

This quarterly report on Form 10-QSB/A ("Form 10-QSB/A") is being filed to amend
our quarterly report on Form 10-QSB for the quarter ended August 31, 2006 (the
"Original Form 10-QSB"), which was originally filed with the Securities and
Exchange Commission ("SEC") on October 16, 2006. This Form 10-QSB/A is being
filed to revise the disclosure on the cover page to indicate that the registrant
is a shell company. Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, the Form 10-QSB/A contains current dated certifications from
the Principal Executive Officer and the Principal Financial Officer.

We have not updated the information contained herein for events occurring
subsequent to October 16, 2006, the filing date of the Original Form 10-QSB.


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                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

      Dated: October 26, 2006

                                      SPONGETECH DELIVERY SYTEMS, INC.


                                      By: /s/ Micheal L. Metter
                                          -------------------------------------
                                          Michael L. Metter
                                          President and Chief Executive Officer


                                      By: /s/ Steven Moskowitz
                                          -------------------------------------
                                          Steven Moskowitz
                                          Chief Financial Officer, Principal
                                          Accounting Officer and Secretary


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