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):~~December~~ 26April 4, ~~2007~~2008

COMMERCE PLANET, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

UTAH	333-34308	87-052057
(State or Other Jurisdiction of Incorporation of Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

30 South La Patera Lane, Suite 8

Goleta, California 93117

(Address of Principal Executive Offices)

(805) 964-9126

(Registrant’s Telephone Number, Including Area Code)

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):

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 1~~Item 8.01 ~~ENTRY~~Other ~~INTO A MATERIAL DEFINITIVE AGREEMENT~~Events.

~~ITEM~~As 2previously reported by Commerce Planet, Inc.03 ~~CREATION~~(the OF“Registrant”) Ain ~~DIRECT~~its ~~FINANCIAL~~Current ~~OBLIGATION~~Report ORon ANForm ~~OBLIGATION~~8-K ~~UNDER~~filed ANwith ~~OFF~~the Securities and Exchange Commission (the “SEC”) on March 5, 2008, on February 28, 2008, after consultation with its current independent registered public accounting firm, the board of directors of the Registrant determined that a restatement of its annual financial statements contained in its annual report for the fiscal year ended December 31, 2006 filed on Form 10-~~BALANCE~~KSB ~~SHEET~~on ~~ARRANGEMENT~~March OF1, 2007, Aand ~~REGISTRANT~~amended on August 24, 2007 (the “2006 Annual Report”), is necessary to correct an error as it relates to the Registrant’s accounting for share-based payments, in such financial statements as addressed in Accounting Principles Board Opinion No. 20. On February 28, 2008, the board of directors of the Registrant also determined that each of the periods in all of the quarterly reports on Form 10-QSB in its fiscal year ended December 31, 2006 and 2007 needed to be restated as well (together with the Annual Report, the “2006 Annual Report and 2006 and 2007 Quarterly Reports”). Based on discussions held with its current independent registered public accounting firm on February 27 and February 28, 2008, the board of directors of the Registrant concluded that the accounting errors in the 2006 Annual Report and 2006 and 2007 Quarterly Reports were material enough to require restatement of each of the annual 2006 and quarterly 2006 and 2007 financial statements and determined that it should take this action to prevent future reliance on previously issued financial statements set forth in the 2006 Annual Report and 2006 and 2007 Quarterly Reports. As a result, such financial statements included within the 2006 Annual Report and 2006 and 2007 Quarterly Reports should no longer be relied upon.

On ~~December~~ 26or about March 4, ~~2007~~2008, the Registrant’s ~~Company~~independent ~~entered~~registered ~~into~~public aaccounting ~~Share~~firm ~~Repurchase~~advised ~~Agreement~~the (board of directors that the Registrant’s prior independent registered public accounting ~~“Agreement”)~~firm ~~with~~was ~~Charles~~unable ~~Gugliuzza,~~to ~~the~~provide ~~former~~their ~~President~~work ~~and~~papers ~~current~~for ~~director~~review that adequately documented its audit of the ~~Company.~~2006 ~~Pursuant~~audited tofinancial statements; as a result of which the ~~Agreement,~~current independent registered public accounting firm is unable to satisfy itself as to the ~~Company~~opening ~~purchased~~balances anfor ~~aggregate~~the Registrant’s annual financial statements for the fiscal year ended December 31, 2007. As a result of the 1foregoing,~~800,000~~ ~~shares~~after ofconsultation ~~common~~with ~~stock~~its ofcurrent independent registered public accounting firm, the ~~Company~~board ~~from~~of ~~Mr.~~directors ~~Gugliuzza~~of atthe aRegistrant ~~per~~authorized its current ~~share~~independent ~~price~~registered ~~equal~~public accounting firm to ~~$0.34~~re-audit the financial statements set forth in ~~exchange~~the ~~for~~2006 aAnnual ~~cash~~Report. ~~payment~~The ~~equal~~Registrant towill ~~$185,000~~then file an ~~and~~ amendment to the ~~issuance~~2006 ofAnnual aReport, ~~promissory~~as ~~note~~well (as restate the ~~“Note”)~~financial statements set forth in the ~~principal~~2006 ~~amount~~and of2007 Quarterly Reports and file amendments to the 2006 ~~$427,000~~and 2007 Quarterly Reports.

~~The principal~~In ~~amount~~addition, ~~and~~as ~~all~~a ~~accrued~~result ~~and~~of ~~unpaid~~the requirement ~~interest~~that ~~under~~ the ~~Note~~Registrant’s is2006 ~~due and payable~~financial bystatements ~~the~~be ~~Company~~re-audited, on April ~~June 30~~4, ~~2008~~2007 (the ~~“Maturity~~Registrant, ~~Date”);~~upon ~~provided~~consultation ~~that,~~with its current independent ~~the~~registered ~~Company~~public ~~has~~accounting ~~the~~firm, ~~option~~determined tothat ~~extend~~it ~~the~~will ~~Maturity~~not ~~Date~~be able to complete ~~December~~by 31April 14, 2008 ~~in exchange~~, ~~for~~the anaudits ~~extension~~of ~~fee~~both ofthe ~~$10,625. The~~2006 ~~Company~~and ~~shall~~2007 ~~repay~~annual ~~$90,400~~financial ofstatements ~~the~~and ~~principal~~will ~~amount~~not ~~due~~be ~~under~~able ~~the~~to ~~Note~~file byits ~~February~~Form ~~15,~~10-KSB ~~2008.~~Annual ~~The~~Report ~~Note~~for ~~pays~~fiscal ~~interest~~year atended aDecember ~~rate~~31, ~~equal~~2007 to(the 8%“2007 ~~per~~Annual ~~annum,~~Report”) ~~however,~~by ~~the~~April ~~interest rate~~14, ~~shall~~2008. The ~~increase~~Registrant, toupon ~~13%~~consultation ~~per~~with ~~annum~~its ~~from~~current ~~June~~independent registered 30public accounting firm, ~~2008~~advised toits ~~December~~board ~~31,~~of ~~2008~~directors if that the ~~Company~~audited ~~elects~~financial statements to ~~extend~~be contained in the ~~Maturity~~2007 ~~Date. The~~Annual ~~Company~~Report ~~has~~and the ~~right~~ torestatement ~~prepay~~of ~~all~~the or2006 ~~any~~audited ~~portion~~financial ofstatements, as well as the ~~outstanding~~restated financial ~~principal~~statements ~~amount~~in ~~and~~the ~~all~~2006 ~~accrued~~ and ~~unpaid~~2007 ~~interest~~Quarterly ~~due~~Reports, ~~under~~is ~~the~~tentatively anticipated ~~Note~~to atbe ~~any~~completed ~~time~~on ~~without~~or ~~penalty~~about May 31, 2008.

~~ITEM~~ Item 9.01 ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(d) Exhibits.

Exhibit Number	Description
10.1	Share Repurchase Agreement dated December 26, 2007 by and between Commerce Planet, Inc. and Charles Gugliuzza.
10.2	$427,000 Promissory Note of Commerce Planet, Inc dated December 26, 2007 issued to Charles Gugliuzza.

None.

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.

Date: January 7, 2008		By: /s/ Tony Roth
Date: April 9, 2008		COMMERCE PLANET, INC. By: /s/ Tony Roth
		Name: Tony Roth
		Title: Chief Executive Officer

Filing Compare · Commerce Planet