UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of Report (Date of Earliest Event Reported): ~~January~~February 302, 2009COMMERCE PLANET, INC.(Exact Name of Small Business Issuer as Specified in Its Charter)

UTAH

333-34308

87-052057

(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):

⃞ 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 5.~~03 Amendments~~02 toDeparture ~~Articles~~ of ~~Incorporation~~Directors or ~~Bylaws~~Certain Officers; ~~Change~~Election ~~in Fiscal~~of ~~Year~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Effective~~On ~~January~~February 302, 2009, Mr. Anthony G. Roth resigned as the President and Chief Executive Officer of Commerce Planet, Inc. (the “Company”), ~~amended~~effective ~~its~~immediately, ~~amended~~citing ~~and~~that ~~restated~~the ~~articles~~sale of ~~incorporation~~the (Company’s wholly owned subsidiaries Consumer Loyalty Group, LLC and Legacy Media, LLC, as reported in the ~~“Articles~~Company’s Current Report on Form 8-K filed with the ofSecurities ~~Incorporation”)~~and byExchange ~~filing~~Commission anon ~~articles~~January 27, 2009, was a sale of substantially ~~amendment~~all (of the assets of the Company (a “~~Amendment~~Change in Control”) that triggered a provision in Mr. Roth’s employment agreement with the ~~Department~~Company, ofdated ~~Commerce~~as of ~~the~~November ~~State~~5, of2007, ~~Utah~~which ~~for~~provides that ~~purposes~~within oftwelve months following a Change in Control in which Mr. ~~effectuating~~Roth’s employment is modified, such modification shall be deemed a Change ~~one-for-twenty~~in ~~reverse~~Control ~~split~~termination of the ~~issued~~agreement. In ~~and~~connection with his ~~outstanding~~resignation ~~shares~~and due to the occurrence of ~~common~~a ~~stock~~Change in Control termination of the ~~Company~~employment agreement, Mr. ~~Article~~ ~~III~~Roth’s ofagreement with the Company is ~~Articles~~terminated, ofeffective ~~Incorporation~~immediately. There was ~~amended~~no todisagreement ~~include~~or dispute between Mr. Roth and the ~~following~~Company ~~provision:~~which led to his resignation.

~~“The~~ In ~~Board~~addition, ofon ~~Directors~~February is2, ~~authorized~~2009 Mr. Jaime Rovelo was terminated as the Company’s Chief Financial Officer, ~~without~~Secretary ~~further~~and Treasurer without ~~approval~~cause, ~~from~~due to the ~~stockholders,~~fact that the board of directors of the Company elected to ~~take~~suspend all ~~steps~~operations ~~necessary~~of tothe ~~effect~~Company’s business, other than orthe inoperations ~~its~~of ~~discretion~~Iventa, ~~not~~LLC, and to ~~effect,~~suspend athe ~~reverse~~employment ~~split~~ of all of the ~~common~~Company’s ~~stock~~employees, as further described in this Current Report ofunder ~~the~~Item ~~Corporation~~8.01 onbelow. ~~the~~There ~~basis~~was ofno adisagreement ~~ratio~~or ofdispute ~~twenty~~between ~~pre-split shares~~Mr. ~~for~~Rovelo ~~every~~and ~~one~~the ~~post-split~~Company ~~share~~which ofled ~~common~~to ~~stock~~his ~~effective~~termination. In connection with his termination, Mr. Rovelo’s employment agreement, dated as of January 301, ~~2009~~2008, ~~(the~~is ~~“Reverse~~terminated, ~~Split”)~~effective immediately. Under his employment agreement, ~~and~~Mr. ~~further~~Rovelo ~~that~~is ~~the~~entitled ~~Board~~to receive severance payments from the ofCompany ~~Directors~~equal beto ~~authorized~~100% toof ~~take~~his ~~all~~base ~~other~~salary ~~actions~~for ~~necessary~~a ~~and~~period of six months, ~~appropriate~~representing an amount equal to ~~effect~~$93,750, ~~such~~in ~~Reverse~~cash ~~Split~~or in restricted shares of common stock. However, ifMr. soRovelo ~~required~~has not requested any severance payments as of the date of this Current Report.”

~~The~~Mr. ~~foregoing~~Roth iswill aremain ~~summary~~as the sole member of the ~~Amendment~~board of directors of the Company. ~~Accordingly,~~ He will not be compensated for his services as the ~~foregoing~~sole isdirector ~~qualified~~of inthe ~~its~~Company. In ~~entirety~~addition, byMessrs. ~~reference~~Roth and Rovelo will continue to serve as advisors to the ~~full~~Company ~~text~~on a consulting basis to resolve certain remaining legal and operating matters of the Company, ~~Amendment~~including, ~~attached~~but not limited to, ~~this~~pursuing ~~Current~~potential ~~Report~~strategic onalternatives for ~~Form~~the ~~8-K~~Company’s insole ~~Exhibit 3.1~~remaining wholly owned subsidiary and operating ~~incorporated~~business, ~~herein~~Iventa, ~~by reference~~LLC.

Item 9 1.~~01 Financial~~02 ~~Statements~~Termination ~~and~~of ~~Exhibits~~a Material Definitive Agreement.

~~(a)~~The ~~Financial~~disclosure ~~statements~~set offorth ~~businesses~~in ~~acquired~~Item 5.02 to this Current Report is incorporated into this item by reference.

~~Not~~Item ~~applicable~~8. 01 Other Events.

~~(b)~~On ~~Pro~~February ~~forma~~2, ~~financial~~2009, ~~information~~the board of directors of the Company elected to suspend all operations of the Company’s business, other than the operations of Iventa, LLC, the Company’s sole remaining wholly owned subsidiary and operating business. In connection with the Company’s suspension of operations, the Company has suspended the employment of all of its employees, including the employees of Iventa, LLC. However, Iventa, LLC will continue to operate with some key personnel on a consulting basis. As instructed by the board of directors, the Company intends to resolve certain remaining legal and operating matters of the Company, including, but not limited to, pursuing potential strategic alternatives for Iventa, LLC.

~~Not~~ On ~~applicable~~February 2, 2009, the Company issued a press release announcing the events described in Items 5.02 and 8.01 of this Current Report on Form 8-K. A copy of the Company’s press release is attached as Exhibit 99.1 and incorporated herein by reference.

~~(c)~~Item ~~Shell~~9.01 ~~company~~Financial ~~transactions~~Statements and Exhibits.

~~Not~~ (a) ~~applicable~~Financial statements of businesses acquired.

~~(d)~~Not ~~Exhibits~~applicable.

Exhibit Number		Description
3.1		Articles of Amendment to the Articles of Incorporation of Commerce Planet, Inc.

(b) Pro forma financial information.

~~SIGNATURES~~Not applicable.

~~Pursuant~~(c) ~~to the~~Shell ~~requirements~~company ~~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~~transactions.

Date:	January 30, 2009	COMMERCE PLANET, INC.
		By:	/s/ Tony Roth
		Name:	Tony Roth
		Title:	Chief Executive Officer

Not applicable.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of Commerce Planet, Inc. dated as of February 2, 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.

Date:	February 4, 2009	COMMERCE PLANET, INC.


		By:	/s/ Tony Roth
		Name:	Tony Roth
		Title:	Chief Executive Officer

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