SecProbe.io

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Mail Stop 3561

      							August 16, 2005

Via U.S. Mail and Fax
Mr. Douglas C. Lloyd,
Principal Financial Officer
Orbit E-Commerce, Inc.
14845 Yonge Street
Aurora, Ontario  L4G 6H8

	RE:	Orbit E-Commerce,  Inc.
      Form 10-K for Fiscal Year Ended July 31, 2004
		Filed December 21, 2004
		Forms 10-Q for Fiscal Quarters Ended October 31, 2004,
January 31, 2005 and
      April 30, 2005
		File No. 1-03323

Dear Mr. Lloyd:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future 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 or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      Form 10QSB for the quarter ended January 31, 2005
      Note 5 - Investment in IPTV Assets

1. It appears that you acquired Purenet`s Internet Protocol TV
(IPTV)
business.  Tell us why you did not account for the acquisition as
the
purchase of a business in accordance with SFAS 141 and include the
results of operations subsequent to the acquisition in your
financial
statements.

      Form 8K filed January 3, 2005

2. In connection with the acquisition of Purenet`s IPTV, please
provide audited historical financial statements and pro-forma
information as required by Rule 3-05 of Regulation S-X within 75
days
of the closing of the acquisition.   We may have further comments
after the review of this financial information.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR.  Please understand that
we
may have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773 or Terry French, Accountant Branch Chief, at (202) 551-
3828
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

      /s/  Terry French
      for Larry Spirgel
								Assistant Director
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Mr. Douglas Lloyd
Orbit E-Commerce, Inc.
August 16, 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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