






Mail Stop 3561
      March 10, 2006

Robert H. Tomlinson, Jr.
President and Chief Executive Officer
uBid.com Holdings, Inc.
8550 West Bryn Mawr, Suite 200
Chicago, IL 60631

      Re:	uBid.com Holdings, Inc.
      Registration Statement on Form S-1
      Filed February 10, 2006
		File No. 333-131733

Dear Mr. Tomlinson:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document 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.

      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.

General

1. Please update the financial statements and related financial
information as required by Rule 3-12(b) of Regulation S-X.

Selected Historical Financial Information, page 36

2. Please revise to clearly label each column in the table as
either
audited or unaudited.  Also make conforming revisions to your
Summary
Financial Data.

Note (5), page 36

3. We assume that in your next amendment to Form S-1, the pro
forma
balance sheet information presented here will no longer be
presented,
as all of the transactions to which you give pro forma effect will
be
included in your historical balance sheet as of December 31, 2005.
To the extent you continue to present pro forma earnings per share
giving effect to the private offerings, and the merger with Cape
Coastal Trading Corporation and related transactions, please
revise
your disclosure to make it transparent exactly what adjustments
are
made in arriving at pro forma earnings per share, including the
specific adjustments made to both the numerator and the
denominator
in the computation.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 38

Executive Commentary, page 39

4. Based on your disclosure that order fulfillment costs are
classified as general and administrative expenses, we assume that
front-end inventory costs such as purchasing and receiving costs,
inspection costs, internal transfer and warehousing costs are
included in general and administrative expenses.  If this is the
case, please provide cautionary disclosure that your gross margins
may not be comparable to others, since some entities include the
costs related to order fulfillment in cost of revenues while
others
like you exclude all or a portion of them from gross margin,
including them instead in a line item such as general and
administrative expenses.  To the extent the excluded costs are
material to your operating results, also quantify these amounts in
your Management`s Discussion & Analysis.  If you determine that
these
amounts are immaterial for disclosure, please provide us with your
qualitative and quantitative assessment of materiality for all
periods presented.

Liquidity and Capital Resources, page 47

5. Please revise to discuss the reasons for the significant
increase
in inventories and accounts payable year over year.  Ensure you
address in your revisions why there is such a significant amount
of
merchandise in transit included in inventory as of the latest
balance
sheet date.


uBid, Inc. Audited Financial Statements as of December 31, 2004
and
2003

General

6. In your next amendment to Form S-1, please ensure you provide
for
the continuing reporting entity one complete set of financial
statements, with three full annual audited periods and no lapse in
the periods presented.  The periods presented at predecessor
versus
successor basis should be marked accordingly.  In this regard, it
is
not appropriate to present the primary financial statements as
though
the date of the change in control was the inception of the
continuing
reporting entity, and then to provide separate financial
statements
for the predecessor entity.  As a related matter, please have your
independent accountants revise their audit report so as not to
refer
to the change in control date as the inception of the audited
entity.

Balance Sheets, page F-3

7. In your next amendment to Form S-1, please ensure the changes
in
your capital structure as a result of the merger with Cape Coastal
Trading Corporation are given retroactive effect in all balance
sheets presented.  The recapitalization should likewise be given
retroactive effect in your earnings per share presentation for
each
historical period.  It is not sufficient to show the effects of
the
recapitalization on a pro forma basis.  Please make conforming
revisions to your Summary and Selected Financial Data, as
applicable.
Refer to paragraph 54 of SFAS 128 and SAB Topics 4:C and 4:D for
guidance.

Statements of Cash Flows, page F-6

8. Please tell us your basis in GAAP for classifying as financing
cash flows payments on your Flooring Facility with IBM.  Based on
your disclosures on page F-15, it seems to us that payments under
this facility represent cash outflows to acquire inventory, thus
we
would expect these cash outflows to be reported within cash flows
from operating activities.  If you disagree, please advise us in
detail as to the basis for your position.

Notes to Financial Statements

Note 2. Summary of Significant Accounting Policies, page F-7

9. In light of your disclosures throughout the document regarding
common shares and warrants issued in exchange for services, such
as
the common shares issued to your financial advisor and the
warrants
issued to your placement agents, please

disclose the value at which you recorded each of these exchanges
as
well as your methodology for determining fair value.  With respect
to
the warrants in particular, please ensure your disclosures address
each of the significant assumptions used in determining fair
value.
Refer to paragraphs 47(c) and (d) of SFAS 123.

Shipping and Handling Costs, page F-10

10. We note the disclosure of your policy regarding the
classification of shipping costs in the statements of operations.
As
required by paragraph 6 of EITF 00-10, please revise to also
disclose
your policy regarding the classification of handling costs, as
that
term is contemplated in paragraph 3 of EITF 00-10.  To the extent
handling costs are classified outside of cost of revenues, please
disclose the amount of such costs included in each statements of
operations line item for each period presented.

Merchandise Return Policy, page F-10

11. Please disclose information related to your allowance for
product
returns in Schedule II -Valuation and Qualifying Accounts or tell
us
why believe no such disclosure is required. Alternatively, you may
disclose the information in the notes to the financial statements.
See Rules 5-04 and 12-09 of Regulation S-X.

12. If material, please disclose how you account for restocking
fees
related to merchandise returns, including the line item on the
statements of operations where such fees are included.

New Accounting Pronouncements, page F-11

13. Please revise to also discuss your pending adoption of SFAS
123(R).

Unaudited Interim Financial Statements, page F-41

Note 5.  Subsequent Events, page F-48

14. Reference is made to your disclosures here as well on pages 2,
48, 51, 75, and 76 regarding your extinguishment of $15.5 million
in
debt, effected by the issuance of common stock, redeemable common
stock, and warrants.  Citing relevant accounting guidance, please
tell us in detail how you accounted for these transactions,
including
whether you recognized a gain or loss on the exchanges and why or
why
not and how the gains or losses were calculated.  Your
explanation of how the gains or losses were calculated should be
clear in terms of

how you arrived at the value of the consideration given to effect
the
extinguishment.  Please ensure your response addresses your
consideration of APB 26 and FTB 80-1, as applicable.   Also ensure
your response is clear in terms of the impact on your accounting,
if
any, of the related party nature of certain of the exchange
transactions.  Revise your footnote disclosures in your next
amendment to provide a complete description of the exchange
transactions and how you accounted for them.  Such revised
disclosures should include all of the pertinent terms of the
common
stock, redeemable common stock, and warrants issued in the
exchanges,
such as the strike price of the warrants and the redemption rights
and obligations of the redeemable common stock.

Undertakings, II-7
15. Please revise your undertakings to include the undertakings of
Item 512(a)(5) and (h) of Regulation S-K.

Exhibit 2.2

16. Please provide us with Schedule 3.1(m) to your Merger
Agreement
and Plan of Reorganization.

Exhibit 5.1
17. Given the language in the sixth paragraph that the opinion is
"as
of the date hereof" (February 10, 2006), it will be necessary for
counsel to file an opinion dated as of the effective date or to
remove the modifying language.  Further, with your revised
counsel`s
opinion please include the registration statement`s file number.
18. We note the language in the seventh paragraph of the legal
opinion, which states that the opinion is "only" for the benefit
of
the board of directors.  The legal opinion should not contain
disclaimers of responsibility that in any way state or imply that
investors are not entitled to rely on the opinion, or other
limitations on whom may rely on the opinion.  Please delete this
disclaimer from the legality opinion.

***

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your 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 your amendment and
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 Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      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 Anthony W. Watson, Accountant, at (202) 551-3318
or
Robyn L. Manuel, Senior Accountant, at (202) 551-3823 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Scott Anderegg, Staff Attorney, at (202)
551-3342, or David Mittelman, Legal Branch Chief at (202) 551-3241
me
at (202) 551-3720 with any other questions.


      					Sincerely,



      					H. Christopher Owings
      Assistant Director



cc:  Rachel W. Mantz, Esq.
      McGuire Woods LLP
      VIA FAX (312) 548-2175


Robert H. Tomlinson, Jr.
uBid.com Holdings, Inc.
March 10, 2006
Page 7



