Mail Stop 3561

                              March 16, 2006


Mr. Daniel Guez
Chief Executive Officer, President and Secretary
People`s Liberation, Inc.
150 West Jefferson Boulevard
Los Angeles, CA 90007

      Re:	People`s Liberation, Inc.
Amendment One to Registration Statement on Form SB-2
      Filed March 9, 2006
      File No. 333-130930
      Form 10-KSB for Fiscal Year Ended December 31, 2005
      Filed March 7, 2006
		File No. 0-16075

Dear Mr. Guez:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Amendment No. 1 to Registration Statement on Form SB-2

Financial Statements, page F-1

General

1. Since the acquisition of Versatile Entertainment, Inc. and
Bella
Rose LLC is accounted for as recapitalization and is equivalent to
the issuance of stock by the operating enterprises for the net
assets
of the shell corporation, please revise the historical statement
of
changes in stockholders` equity to:

* reflect the equivalent number of shares of Series A preferred
stock
of People`s Liberation received by the stockholders of Versatile
and
members of Bella Rose in the exchange for each period presented,
including equivalent shares related to equity transactions during
the
periods;

* separately present the retroactive conversion of the Series A
preferred stock to common stock on a post-split basis; and

* separately present the issuance of common stock to the
shareholders
of the shell corporation for its net monetary assets.

Please also disclose in Note 1 to the financial statements that
the
capital structure of the consolidated enterprise, being the
capital
structure of the legal parent, is different from that appearing in
the combined financial statements of the legal subsidiaries in
earlier periods due to reverse merger accounting.

Consolidated Statement of Operations, page F-4

2. Please present pro forma tax expense and earnings per share
data
assuming Versatile was a C Corporation and Bella Rose was
consolidated for each of the years presented.  Please also
disclose
your assumptions regarding the pro forma computations in the notes
to
financial statements.

Note 3 - Earnings Per Share, page F-13

3. Please tell us how you determined the weighted-average number
of
shares used to compute basic and diluted loss per share for each
year
presented.  A summary of
your calculations may be useful to our understanding.  Please also
tell how your computations of basic and diluted earnings per share
comply with FAS 128 given that the conversion of the Series A
preferred stock became effective after the latest balance sheet
date.
The earnings per share computations appear to represent pro forma
information.  If so, please revise to present basic and diluted
loss
per share information in accordance with FAS 128 in addition to
the
pro forma information and revise the statements of operations as
appropriate.

Note 8 - Stockholders` Equity, page F-15

4. It appears that the effective conversion price of the Series A
preferred stock is less than the fair market value of your common
stock at the date of issuance.  Please tell us whether you
recognized
the beneficial conversion in your financial statements.  If so,
please tell us how you measured and recorded the beneficial
conversion feature and how you are accounting for the discount
resulting from the allocation of proceeds to the beneficial
conversion feature.  If not, please explain to us in detail why a
beneficial conversion feature should not be recognized citing the
relevant authoritative literature that supports your position.
Otherwise, please revise your financial statements accordingly.
Refer to EITF 98-5 and EITF 00-27.

5. Please tell us your basis in GAAP for presenting pro forma
information assuming the conversion of the Series A preferred
stock
occurred as of the beginning of the respective accounting periods.
Please refer to the comment above regarding earnings per share.

Form 10-KSB for the Fiscal Year Ended December 31, 2005

6. Please amend your filing to address the above comments.

***

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the
amendments to expedite our review.  Please furnish a letter with
your
amendments that keys your responses to our comments and provides
any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your amendments and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Yong Kim at (202) 551-3323 or William
Thompson
at (202) 551-3344 if you have any questions regarding these
comments.
Please contact me at (202) 551-3716 with any other questions.


									Sincerely,



									William Choi
									Accounting Branch
Chief


John McIlvery, Esq.
Stubbs Alderton & Markiles
FAX (818) 444-4520


Mr. Daniel Guez
People's Liberation, Inc.
March 16, 2006
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