UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                   (Mark One)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

      FOR THE FISCAL YEAR ENDED MAY 31, 2006

[_]   TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE TRANSITION PERIOD

      FROM __________ TO __________
      COMMISSION FILE NUMBER_______


                        SPONGETECH DELIVERY SYSTEMS, INC.
                        ---------------------------------
                 (Name of small business issuer in its charter)


               Delaware                                54-2077231
   -------------------------------       ------------------------------------
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)


                            The Empire State Building
                          350 Fifth Avenue, Suite 2204
                            New York, New York 10118
               (Address of principal executive offices) (Zip Code)
                    Issuer's telephone Number: (212) 594-4175


                                   Copies to:
                            Richard A. Friedman, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725


Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
[_]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

      State issuer's revenues for its most recent fiscal year. $12,859.

      State the aggregate market value of the voting and non-voting common
equity held by non-affiliates, computed by reference to the average bid and
asked price of such common equity, as of a specified date within the past 60
days. There is currently no public trading market for the issuer's common
equity.

      As of August 28, 2006, the issuer had 34,072,636 outstanding shares of
Common Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

      Transitional Small Business Disclosure Format (check one): Yes [_] No [X]




EXPLANATORY NOTE

This annual report on Form 10-KSB/A ("Form 10-QSB/A") is being filed to amend
our annual report on Form 10-KSB for the fiscal year ended May 31, 2006 (the
"Original Form 10-KSB"), which was originally filed with the Securities and
Exchange Commission ("SEC") on August 29, 2006. This Form 10-KSB/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-KSB/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 August 29, 2006, the filing date of the Original Form 10-KSB.


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                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       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


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                Title                                  Date

                         President, Chief Executive
/s/ Michael L. Metter    Officer and Director                   October 26, 2006
--------------------
Michael L. Metter

                         Chief Financial Officer, Principal
                         Accounting Officer, Secretary and
/s/ Steven Moskowitz     Director                               October 26, 2006
--------------------
Steven Moskowitz


/s/ Frank Lazauskas      Director                               October 26, 2006
--------------------
Frank Lazauskas


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