SecProbe.io

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Room 4561
								August 8, 2005

Steven A. Flagg
President and Chief Executive Officer
Purchasesoft, Inc.
2091 Business Center Drive, Suite 100
Irvine, CA  92612

Re:	Purchasesoft, Inc.
Form 8-K filed on July 28, 2005
	File No. 0-11791

Dear Mr. Flagg:

      We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
filing in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
revisions unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental 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.
1. Revise to state whether the former accountant resigned,
declined
to stand for re-election or was dismissed, as required by Item
304(a)(1)(i) of Regulation S-B.  It is not sufficient to state
that
"it was in the best interest" of the Company to change its
auditors,
as such wording is unclear to a reader.
2. Revise to state the date on which the events being reported
occurred.  It is not sufficient to state that such events occurred
"in July, 2004."
3. We note that during your "fiscal years 2001-2003, and during
the
interim period from June 1, 2003 through the date February 29,
2004,
there have been no past disagreements" with Spector & Wong, LLP.
Please revise your disclosures to state whether during your two
most
recent fiscal years and any subsequent interim period through the
date of resignation, declination or dismissal there were any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports.  In the event of disagreement(s) and/or
reportable
event(s), provide the specific disclosures required by Item
304(a)(1)(iv) of Regulation S-B.
4. Item 304(a)(1)(ii) of Regulation S-B requires a statement
regarding the accountant`s report on the financial statements for
the
past two years.  Revise accordingly.
5. With regard to the appointment of Mendoza Berger & Company,
LLP,
Item 304(a)(2)(IV) of Regulation S-B requires that you provide
disclosures for certain consultations occurring during the two
most
recent years and any subsequent interim period prior to
engagement.
Revise your disclosures accordingly.
6. Revise to file a letter from your former accountant, indicating
whether or not they agree with the disclosures in your Form 8-K.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of
Regulation
S-T.  Please furnish a cover letter with any amendment that keys
your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
any
amendment and 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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 filing or in
response to our comments on your filing.

	You may contact Tamara Tangen, Staff Accountant, at (202)
551-
3443 or me at (202) 551-3226 with any questions.

Sincerely,

      Craig D. Wilson
      Senior Assistant Chief Accountant
Steven A. Flagg
Purchasesoft, Inc.
August 8, 2005
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