April 20, 2006 Mail Stop 4561 Andrew Mercer 8880 Rio San Diego Drive 8th Floor San Diego, CA 92108 Re:	Commerce Development Corporation, LTD. 		Form 10-KSB for the year ended December 31, 2004 	Form 10-QSB for the quarters ended March 31, 2005, June 30, 2005 & September 30, 2005 		File No. 333-104647 Dear Mr. Mercer: We have completed our review of your Form 10-KSB and related filings and do not, at this time, have any further comments. You may contact Yolanda Crittendon, Staff Accountant, at (202) 551-3472 or the undersigned at (202) 551-3413 if you have questions. 							Sincerely, Cicely Luckey Branch Chief Andrew Mercer Commerce Development Corporation, LTD. November 30, 2005 Page 1