UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 7, 2008
COMMERCE GROUP CORP.
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(Exact name of registrant as specified in its charter)
Wisconsin 1-7375 39-6050862
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
of incorporation)
6001 North 91st Street, Milwaukee, Wisconsin 53225-1795
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 462-5310
fax: (414) 462-5312
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
____ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
____ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
____ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS
The following news release was issued on March 7, 2008:
COMMERCE GROUP CORP. AND MANTI HOLDINGS LLC ENTER AGREEMENT TO FUND THE
SAN SEBASTIAN GOLD MINES
MILWAUKEE--(BUSINESS WIRE)--March 7, 2008--Commerce Group Corp.
(Commerce) (OTCBB: CGCO) and Manti Holdings LLC (Manti), a private
company based in Corpus Christi, Texas, announced that Commerce has given
Manti an exclusive thirty-day option to conduct a review of Commerce's
San Sebastian property, with a view toward a pre-defined transaction. At
the conclusion of the thirty-day option period, and subject to the
approval of Commerce's shareholders, Manti, or a subsidiary company, will
have the right to purchase 1,300,000 shares of Commerce's common stock by
means of a private placement at $1.00 per share. The proceeds of the
purchase will be used to conduct resource evaluation, development
drilling, evaluation work, and to provide Commerce with working capital
over the next six months. At the end of the six months, Manti will have
the right to acquire Commerce's interest in its mining venture for a
combination of cash and a percentage of the net smelter return, provided
that Manti maintains a minimum level of guaranteed expenditures for the
project over the following two years.
This press release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934 as amended. Such
forward-looking statements include, among others, feasibility and
drilling studies related to potential open pit mining design for the
Company's gold project, mineralized material estimates, reserves
estimates, potential capitalized and operating costs, drilling capability
and the potential construction of the Company's gold project. Factors
that could cause actual results to differ materially from these
forward-looking statements include, among others: the volatility of gold
prices; potential operating risks of mining, development and expansion;
the uncertainty of estimates of reserves, mineralized material and gold
deposits; and environmental and governmental regulations; availability of
financing; the outcome of litigation, as well as judicial proceedings and
force majeure events and other risk factors as described from time to
time in the Company's filings with the Securities and Exchange
Commission. Most of these factors are beyond the Company's ability to
control or predict.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMERCE GROUP CORP.
(Registrant)
/s/ Edward A. Machulak
Date: March 7, 2008 ______________________________________
By: Edward A. Machulak, President
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