UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~ 9November 6, 2009 (November 5, 2009)

SPONGETECH DELIVERY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		333-100925		54-2077231
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10 West 33rd Street, Suite 518

New York, New York 10001

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (212) 695-7850

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.01 ~~Changes~~ Entry ~~In Registrant's~~Into ~~Certifying~~a ~~Accountant.~~Material Definitive Agreement

On ~~October~~November 135, 2009, ~~Deloitte~~SpongeTech &Delivery ~~Touche~~Systems, ~~LLP~~Inc. (“~~D&T~~SpongeTech”) ~~resigned~~and ~~as the~~R.M. ~~independent~~Enterprises ~~registered~~International ~~public~~Inc. ~~accounting~~(an ~~firm~~entity ~~for~~in which SpongeTech’s ~~Delivery~~directors ~~Systems~~and officers hold direct and/or indirect ownership interests, and of which certain ~~Inc.~~of SpongeTech’s officers and directors serve as officers and/or directors) (“~~SpongeTech~~RM”) ~~for~~ ~~the~~entered ~~year~~into ~~ending~~a ~~May~~Settlement 31Agreement (the “Settlement Agreement”) with GetFugu, ~~2010~~Inc. ~~During~~ ~~the~~(“GetFugu”). By way of ~~fiscal~~background, ~~years~~on ~~ended~~September ~~May 31~~8, 2009, SpongeTech announced that it intended to invest $4 million into GetFugu`s mobile-based web search and ~~2008~~e-commerce technology. An aggregate of $1,750,000 ~~and~~was ~~during~~advanced ~~any~~to ~~subsequent~~GetFugu ~~period~~in ~~through~~anticipation of the ~~date~~entry ~~hereof,~~into ~~D&T~~a ~~did~~definitive ~~not~~investment ~~issue~~agreement. ~~any~~On ~~reports~~September 24, on2009, SpongeTech~~’s consolidated~~ ~~financial~~announced ~~statements.~~the ~~During~~rescission ~~the~~of ~~fiscal~~investment ~~years~~plans ~~ended~~in ~~May 31, 2009~~GetFugu and that ~~2008,~~GetFugu ~~and~~had ~~during~~advised ~~any~~SpongeTech ~~subsequent~~that ~~period~~it ~~through~~currently ~~the~~did ~~date~~not ~~hereof,~~have ~~there~~the funds to ~~were~~repay nothe ~~disagreements~~$1,750,000 ~~with~~and ~~D&T~~that onit ~~any~~was ~~matter~~seeking ofalternative ~~accounting~~financing ~~principles~~sources orto ~~practices,~~fund ~~financial~~a ~~statement~~reimbursement. On ~~disclosure~~September 30, or2009, ~~auditing~~SpongeTech ~~scope~~filed ora ~~procedure,~~lawsuit ~~which~~in ~~disagreement(s),~~the ifUnited ~~not~~States ~~resolved~~District toCourt for the ~~satisfaction~~Southern District of ~~D&T~~New ~~would~~York ~~have~~against ~~caused~~GetFugu it(the to“Lawsuit”). ~~make~~The ~~reference~~complaint toalleged ~~the~~breach ~~subject matter~~ of ~~the~~contract, ~~disagreement(s)~~breach inof ~~connection~~fiduciary ~~with~~duty, ~~its~~common ~~reports~~law fraud, conversion, willful misconduct and ~~(ii)~~unlawful appropriation ~~there~~of ~~were~~funds noby ~~“reportable~~GetFugu ~~events”~~and ~~as defined~~sought into ~~Item~~recover ~~304(a)(1)(v)~~the offunds ~~Regulation~~which ~~S-K~~were previously delivered to GetFugu.

~~The~~Pursuant ~~decision~~to the Settlement Agreement, the parties agreed to ~~change~~an ~~SpongeTech’s~~immediate ~~auditors~~dismissal ~~was~~of ~~made~~the Lawsuit bywith ~~D&T~~prejudice, and ~~therefore~~each noof SpongeTech and RM released GetFugu, and ~~approval~~GetFugu released each of SpongeTech’s ~~Board~~and RM, from any claims, rights, damages or obligations against the other, including without limitation and causes of ~~Directors~~action that either were asserted or ~~Audit~~could ~~Committee~~have ~~was~~been asserted in the Lawsuit. In ~~obtained~~addition, GetFugu agreed to issue to SpongeTech and RM an aggregate of 5,250,525 shares of common stock of GetFugu (the “Shares”) in consideration for the $1,750,000 which GetFugu had previously received, and granted piggy-back registration rights with respect to the Shares. SpongeTech will also be placed on GetFugu’s mobile search platform.

~~SpongeTech~~The ~~provided~~foregoing ~~D&T~~summary ~~with a copy~~ of the ~~foregoing~~agreements ~~disclosures~~ and ~~requested~~transactions ~~from D&T~~described ain ~~letter~~above ~~addressed to the U.S. Securities and Exchange Commission~~is ~~stating~~qualified ~~whether~~in itits ~~agrees~~entirety ~~with~~by ~~such~~reference ~~statements,~~to ~~and,~~the ifdefinitive ~~not,~~transaction ~~stating the~~documents, ~~respects~~copies inof which itare ~~does~~attached ~~not~~as ~~agree.~~exhibits ~~The letter from D&T will be filed by an amendment~~ to the this Current Report on Form 8-K ~~when it becomes available~~.

AThe Company announced this event by press release on November 6, 2009, a copy of ~~D&T’s~~which ~~notification letter~~ is attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

On October 9, 2009, a putative class action lawsuit asserting claims under the Securities Exchange Act of 1934, as amended (the “1934 Act”), was filed by The Rosen Law Firm, P.A., in the United States District Court for the Southern District of New York against SpongeTech, and Spongetech officers and directors, Michael L. Metter, Steven Moskowitz, Frank Lazauskas, as well as RM Enterprises International, Inc. (an entity in which SpongeTech’s directors and officers hold direct and/or indirect ownership interests, and of which Mr. Moskowitz and Mr. Lazauskas serve as officers and/or directors). The lawsuit was brought on behalf of all those who purchased SpongeTech common stock during the putative class period from April 15, 2008 to October 5, 2009, and alleges violations of Sections 10(b) and 20(a) of the 1934 Act and Rule 10b-5 promulgated thereunder. In particular, the complaint alleges that during the putative class period, SpongeTech engaged in a scheme to deceive the market and a course of conduct that artificially inflated SpongeTech’s stock price, and made false and misleading statements and/or omissions about SpongeTech’s financial condition and business prospects. The lawsuit seeks, among other relief, unspecified damages, costs and expenses.

On October 12, 2009, The Brualdi Law Firm, P.C. issued a press release announcing that it commenced a lawsuit in the United States District Court for the Southern District of New York on behalf of all purchasers of SpongeTech stock between April 15, 2008 and October 5, 2009, inclusive. As of the date of this report, SpongeTech has not seen a copy of the complaint.

Spongetech believes the allegations set forth in the complaint filed by The Rosen Law Firm are meritless and intends to defend these actions vigorously.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Notification letter of Deloitte & Touche LLP
10.1		Settlement Agreement dated November 5, 2009 by and between SpongeTech Delivery Systems, Inc., R.M. Enterprises International, Inc. and GetFugu, Inc.
99.2		Press Release, dated October 16, 2009.
10.2		Form of Subscription Agreement dated November 5, 2009 by and between SpongeTech Delivery Systems, Inc., R.M. Enterprises International, Inc. and GetFugu, Inc.
99.1		Press Release dated November 6, 2009.

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 hereunto duly authorized.

	Spongetech Delivery Systems, Inc.
	SpongeTech Delivery Systems, Inc.
Date: October 16, 2009	By:	/s/ Michael Metter
Date: November 6, 2009	By:	/s/ Steven Moskowitz
		Michael Metter
		Steven Moskowitz
		Chief Executive Officer
		Chief Operating Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Notification letter of Deloitte & Touche LLP
10.1		Settlement Agreement dated November 5, 2009 by and between SpongeTech Delivery Systems, Inc., R.M. Enterprises International, Inc. and GetFugu, Inc.
99.2		Press Release, dated October 16, 2009.
10.2		Form of Subscription Agreement dated November 5, 2009 by and between SpongeTech Delivery Systems, Inc., R.M. Enterprises International, Inc. and GetFugu, Inc.
99.1		Press Release dated November 6, 2009.

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