CORRESP 1 filename1.txt LEGAL & COMPLIANCE, LLC LAURA ANTHONY, ESQUIRE STUART REED, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM DIRECT E-MAIL: LANTHONY@LEGALANDCOMPLIANCE.COM July 24, 2006 VIA ELECTRONIC FILING Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Michele M. Anderson, Legal Branch Chief RE: IELEMENT CORPORATION AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM SB-2 FILED JUNE 6, 2006 FILE NO. 333-131451 FORM 10-KSB FOR YEAR ENDED MARCH 31, 2005 FORM 10-QSB FOR THE QUARTERS ENDED JUNE 30, SEPTEMBER 30 AND DECEMBER 31, 2005 FILE NO. 0-29331 Dear Ms. Anderson: It has come to our attention that Amendment No. 3 to the above referenced Registration Statement inadvertently was missing two pages of the completed financial statements. Accordingly, we have electronically filed herewith on behalf of IElement Corporation (the "Registrant") Amendment No. 4 to the above-referenced Registration Statement. We trust you shall deem Amendment No. 4 and the contents of my correspondence dated July 18, 2006 responsive to your comment letter dated June 19, 2006. Legal & Compliance, LLC By: /S/ LAURA ANTHONY ------------------- Laura Anthony, Esq. 330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401 PHONE: 561-514-0936 o FAX 561-514-0832 OFFICES IN WEST PALM BEACH AND MIAMI BEACH