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.
2
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
3