UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE


Mail Stop 3561

                              April 14, 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 Two to Registration Statement on Form SB-2
      Filed April 12, 2006
      File No. 333-130930
      Form 10-KSB/A for Fiscal Year Ended December 31, 2005
      Filed April 12, 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. 2 to Registration Statement on Form SB-2

1. We note that the number of shares issued to the existing
shareholders of People`s Liberation, Inc. disclosed on pages 2 and
13
do not agree to the number of shares issued to existing
shareholders
disclosed on pages F-6 and F-17.  Please advise or revise as
necessary.


Financial Statements, page F-1

General

2. We note the restatement of your financial statements and
revisions
to your disclosures in response to our letter dated March 16, 2006
and our telephonic discussions on April 7, 2006.  Please remove
the
"as restated" footnotes and label each appropriate column "As
Restated."  In addition, please revise your statements of
operations
to:

* Remove "pro forma basic and diluted loss per common share" and
"pro
forma basic and diluted weighted average common shares
outstanding"
assuming that the conversion of the preferred stock and exchange
transaction occurred at the beginning of the years presented; and

* Reflect only adjustments to income taxes in "pro forma net loss"
and "pro forma net loss available to common shareholders."

Notes to Consolidated Financial Statements, page F-7

Note 3 - Earnings Per Share, page F-13

3. Please disclose the assumptions you used to compute pro forma
income taxes and pro forma earnings per share presented in the
statements of operations.

Note 8 - Stockholders` Equity, page F-15

4. Please disclose the significant terms and preferences of the
Series A Preferred Stock.  Please also disclose the authorized
number
of shares of preferred stock.  Additionally, either tell us where
you
have filed the amended and restated certificate of incorporation
that
was approved by the Board of Directors on May 27, 2005 and filed
with
the Secretary of State on June 28, 2005 or file this document as
an
Exhibit.

Note 19 - Restatement of Financial Results

5. Please revise the disclosure in the table on page F-24 to
conform
to the revised statements of operations.  Refer to comment 2
above.
Specifically, please remove the "pro forma basic and diluted loss
per
common share" and "pro forma basic and diluted weighted-average
common shares outstanding" line items and revise the "pro forma
net
loss available to common shareholders" line item to include only
the
effect of the pro forma income tax benefit.

Form 10-KSB for the 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) 474-8602

Mr. Daniel Guez
People's Liberation, Inc.
April 14, 2006
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