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): August 8, 2006

                              COMMERCE PLANET, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Utah                     333-34308                87-0520575
- ------------------------------     ------------------       -------------------
  (State  or  other jurisdiction    (Commission File         (IRS Employer of
     of  incorporation)                  Number)          Identification Number)

        30  S.  LaPatera  Lane,  Suite  7  Goleta,  CA         90802
        ----------------------------------------------     -------------
         (Address  of  principal  executive  offices)       (Zip  Code)

                                 (805)  964-9126
                             ----------------------
                        (Registrant's  telephone  number)


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  (see  General  Instruction  A.2.  below):

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

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

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

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

ITEM  1.02  TERMINATION  OF  A  MATERIAL  DEFINITIVE  AGREEMENT

On  August 8, 2006, we paid our final $500,000 debt repayment ahead of schedule.
We  are  now  free  of  any  long  term  debt  obligations.

This  report  may  contain  forward-looking  statements  that  involve risks and
uncertainties, including, without limitation, statements concerning our business
and  possible  or  assumed  future results of operations. We generally use words
such  as  "believe,"  "may,"  "could," "will," "intend," "expect," "anticipate,"
"plan,"  and  similar  expressions  to  identify forward-looking statements. You
should  not place undue reliance on these forward-looking statements. Our actual
results  could  differ  materially from those anticipated in the forward-looking
statements  for  many  reasons  including:  our  ability  to continue as a going
concern, adverse economic changes affecting markets we serve; competition in our
markets  and industry segments; our timing and the profitability of entering new
markets;  greater  than  expected  costs, customer acceptance of our products or
difficulties  related  to  our integration of the businesses we may acquire; and
other risks and uncertainties as may be detailed from time to time in our public
announcements and SEC filings. Although we believe the expectations reflected in
the  forward-looking statements are reasonable, they relate only to events as of
the  date  on  which  the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do not
intend  to  update  any of the forward-looking statements after the date of this
document  to  conform  these  statements  to actual results or to changes in our
expectations,  except  as  required  by  law.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                              COMMERCE PLANET, INC.
                                -----------------
                                   Registrant


Date:  August  10,  2006         By:   /s/  Michael  Hill
                                    -------------------------
                                    Michael  Hill
                                    Chief  Executive  Officer