[Company Letterhead]
June 13, 2007
VIA FACSIMILE TO (202) 772-9205 AND EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Kathleen Krebs
| Re: | CommercePlanet, Inc. |
| | Registration Statement on Form SB-2 |
| | File No. 333-141375 |
Dear Ms. Krebs:
Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, CommercePlanet, Inc. (the “Company”), hereby requests that the above-captioned Registration Statement on Form SB-2 (the “Registration Statement”) be accelerated to Thursday, June 14, 2007 at 3:00 pm EST or as soon as practicable thereafter. The Company undertakes to include the information in the SEC response letter dated June 12, 2007 in a Rule 424 Prospectus. The Company acknowledges that:
| · | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The cooperation of the staff in meeting our request is very much appreciated. Please call Amy Trombly at (617) 243-0060 if you have any questions or if we can otherwise be of assistance to you.
| | Very truly yours, |
| | |
| | |
| | /s/ Michael Hill |
| | Michael Hill |
| | Chief Executive Officer |
cc: Amy Trombly, Esq.
