-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lw/cchDCiXTziAz7FmHr+8L2Ete4LoaTDvEuxUyF3CjWKrCGALKXKvKNcVPzPDqd 3sWzpcAQHAjP4hueodg+MQ== 0000109757-05-000012.txt : 20051021 0000109757-05-000012.hdr.sgml : 20051021 20051021153440 ACCESSION NUMBER: 0000109757-05-000012 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCE GROUP CORP /WI/ CENTRAL INDEX KEY: 0000109757 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 391942961 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07375 FILM NUMBER: 051149678 BUSINESS ADDRESS: STREET 1: 6001 N 91ST ST CITY: MILWAUKEE STATE: WI ZIP: 53225-1795 BUSINESS PHONE: 4144625310 MAIL ADDRESS: STREET 1: 6001 N 91ST ST CITY: MILWAUKEE STATE: WI ZIP: 53225 10-Q/A 1 rajun04.txt FORM 10-Q FOR THE QUARTERLY PERIOD ENDED 6/30/2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 or ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From __________ To __________ Commission file number 1-7375 COMMERCE GROUP CORP. (Exact name of registrant as specified in its charter) WISCONSIN 39-6050862 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 6001 North 91st Street Milwaukee, Wisconsin 53225-1795 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 462-5310 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 22,794,091 common shares of the Company's common stock, $0.10 par value, were issued and outstanding as of June 30, 2004. SUBSEQUENT EVENT The financial statements included in this report were reviewed as required under Section 102 of the Sarbanes-Oxley Act of 2002 by an independent public accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB). The purpose for filing this SEC Form 10-Q/A is because the Company's previous independent public accountant was not registered with the PCAOB prior to October 22, 2003. Reference is made to the Company's Form 8-Ks filed on January 21, 2005 and May 6, 2005. 1 COMMERCE GROUP CORP. FORM 10-Q/A FOR THE FIRST QUARTER ENDED JUNE 30, 2004 INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements The following unaudited consolidated financial statements have been prepared by Commerce Group Corp. ("the Company") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company's Form 10-K/A for the year ended March 31, 2004. Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Shareholders' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Unaudited Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 3. Quantitative and Qualitative Disclosures About Market Risk 46 Item 4. Controls and Procedures 47 Item 5. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 PART II. OTHER INFORMATION Item 1. Legal Proceedings 49 Item 2. Changes in Securities 49 Item 3. Default Upon Senior Securities 49 Item 4. Submission of Matters to a Vote of Security Holders 49 Item 5. Other Information 49 Item 6. Exhibits and Reports on Form 8-K 50 Exhibit Index 50 Registrant's Signature Page 51 Ex-31.1 Certification of CEO/CFO pursuant to Section 302 52 Ex-31.2 Certification of Exec. V.P./Secretary pursuant to Section 302 53 Ex-32.1 Certification of CEO/CFO pursuant to Section 906 54 Ex-32.2 Certification of Exec. V.P./Secretary pursuant to Section 906 55 2 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE CONSOLIDATED BALANCE SHEETS June 30, 2004 March 31, 2004 (Unaudited) (Audited) -------------- -------------- ASSETS ------ Current assets Cash $ 35,947 $ 30,348 Other current assets 219,098 219,098 Accounts receivable, related 584,011 584,011 Accounts receivable, other 24,658 24,658 Mining supplies 39,562 39,562 Prepaid items and deposits 97,680 95,794 ----------- ----------- Total current assets 1,000,956 993,471 Property, plant and equipment, net 4,336,425 4,333,128 Mining resources investment 29,585,733 29,092,782 ----------- ----------- Total assets $34,923,114 $34,419,381 =========== =========== LIABILITIES ----------- Current liabilities Accounts payable $ 280,499 $ 262,704 Accounts payable - related 226,915 225,885 Notes and accrued interest payable to related parties 9,851,488 9,400,682 Notes and accrued interest payable to others 252,963 247,579 Accrued salaries 2,918,378 2,871,128 Accrued legal fees 327,015 327,015 Other accrued expenses 658,279 646,523 ----------- ----------- Total liabilities 14,515,537 13,981,516 Commitments and contingencies (Notes 2, 4, 5, 6, 7, 8, 10, & 12) SHAREHOLDERS' EQUITY -------------------- Preferred Stock Preferred stock, $0.10 par value: Authorized 250,000 shares; Issued and outstanding 2004-none; 2003-none 0 0 Common stock, $0.10 par value: Authorized 50,000,000 shares; Issued and outstanding: 06/30/2004-22,794,091 2,279,409 03/31/2004-22,681,591 2,268,159 Capital in excess of par value 19,285,247 19,274,597 Retained earnings (deficit) (1,157,079) (1,104,891) ----------- ----------- Total shareholders' equity 20,407,577 20,437,865 ----------- ----------- Total liabilities and shareholders' equity $34,923,114 $34,419,381 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 3 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE FIRST QUARTER ENDED JUNE 30 2004 2003 ----------- ----------- Revenues: $ 0 $ 0 Expenses: General and administrative 52,188 49,873 ----------- ----------- Net profit (loss) $ (52,188) $ (49,873) Credit (charges) for income taxes 0 0 ----------- ----------- Net income (loss) after income tax credit (charge) $ (52,188) $ (49,873) =========== =========== Net income (loss) per share basic and diluted $ (.00) $ (.00) =========== =========== Weighted av. basic and diluted common shares outstanding 22,720,575 20,447,732 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 4 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY THROUGH THE THREE MONTH PERIOD ENDED JUNE 30, 2004 (UNAUDITED) Common Stock ---------------------------------------------- Capital in Retained Number of Excess of Earnings Shares Par Value Par Value (Deficit) ---------- ---------- ----------- ----------- Balances March 31, 2001 15,794,008 $1,579,401 $18,760,849 $(330,988) Net income (loss) for FY March 31, 2002 (303,466) Common stock issued for: Dir./off./employee/ services comp. 1,154,000 115,400 5,260 Payment of debt 250,000 25,000 12,500 Cash 270,000 27,000 13,500 ---------- ---------- ----------- ----------- Balances March 31, 2002 17,468,008 $1,746,801 $18,792,109 $(634,454) Net loss for FY March 31, 2003 (232,647) Common stock issued for: Dir./off./employee/ services comp. 693,221 69,322 85,848 Payment of debt 1,435,200 143,520 85,805 Cash 811,000 81,100 33,650 ---------- ---------- ----------- ----------- Balances March 31, 2003 20,407,429 $2,040,743 $18,997,412 $(867,101) Net (loss) for FY March 31, 2004 (237,790) Common stock issued for: Dir./off./employee/ services comp. 630,862 63,086 92,014 Payment of debt 928,300 92,830 138,657 Stock options exercised for cash 230,000 23,000 6,500 Cash 485,000 48,500 63,350 Reversal of stock transaction (23,336) ---------- ---------- ----------- ----------- Balances March 31, 2004 22,681,591 2,268,159 19,274,597 (1,104,891) Net loss for the three months ended June 30, 2004 (52,188) Common stock issued for: Dir./off./employee/ services comp. 22,500 2,250 2,250 Cash 90,000 9,000 8,400 ---------- ---------- ----------- ------------ Balances June 30, 2004 22,794,091 $2,279,409 $19,285,247 $(1,157,079) The accompanying notes are an integral part of these consolidated financial statements. 5 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FIRST QUARTER ENDED JUNE 30 2004 2003 ---------- ---------- OPERATING ACTIVITIES: Net loss $ (52,188) $ (49,873) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Common stock issued for services rendered 4,500 (285) Changes in assets and liabilities: Decrease (increase) in accounts receivable and other current assets 0 0 Decrease (increase) in prepaid items and deposits (1,886) 30 Increase (decrease) in accounts payable and other accrued expenses 30,581 (34,730) Increase (decrease) in accrued salaries 0 0 Increase (decrease) in accrued legal fees 0 74 --------- --------- Net cash provided by (used in) operating activities (18,993) (84,784) INVESTING ACTIVITIES: Investment in mining resources and property, plant and equipment (56,585) 2,437 --------- --------- Net cash used by investing activities (56,585) 2,437 FINANCING ACTIVITIES: Notes payable-related parties 63,777 42,251 Common stock issued for cash 17,400 10,040 Reversal of stock transaction 0 23,336 --------- --------- Net cash provided by financing activities 81,177 75,627 Net increase (decrease) in cash and cash equivalents 5,599 (6,720) Cash - beg. of year 30,348 28,004 --------- --------- Cash - end of year $ 35,947 $ 21,284 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. 6 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (UNAUDITED) Supplemental disclosures of non cash information: Three Months Ended June 30 2004 2003 ------------------- ----------------- A. Non cash information Shares Amount Shares Amount -------- ---------- -------- -------- 1. Accrued interest capitalized 0 $ 392,413 0 $ 334,584 2. Interest expense paid in cash 0 0 0 0 3. Income taxes paid 0 0 0 0 B. Non cash investing and financing Common stock issued for: 1. Director fees, officer compensation, employee benefits and services 22,500 $ 4,500 0 0 2. Related party notes payable 0 0 250,000 $ 62,500 3. Share loan payable 0 0 14,700 $ 3,087 C. Other supplemental disclosures 1. Other current assets consist of securities held by Commerce for the Commerce Group Corp. Employee Benefit Account, which are stated at a cost of $86,650 as of June 30, 2004. The funds are to be used to pay the El Salvadoran employee medical benefits and pension benefits as required by the El Salvadoran Government. The El Salvadoran vacation and Christmas bonus payments are due when earned while the severance pay is due and payable at such time when the employee has been discharged, retired, permanently laid off, dies or when incapable of working due to permanent health/work related conditions. The Company has sole control and jurisdiction over this account and to the best of the Company's knowledge, there is absolutely no condition, right, or requirement by the El Salvadoran authorities to have such funds segregated in any form of a reserve. Also included in other current assets are certain precious stones and jewelry stated at cost of $132,448 as of June 30, 2004. 7 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (UNAUDITED) 2. The accounts receivable-related consist of advances to Mineral San Sebastian S.A. (Misanse), which is 52% owned by the Company. These advances are an offset for the past and future Misanse rental charges that are included in the accounts payable. An accounting, as of June 30, 2004, is as follows: Misanse Others Total ------- ------ ----- Accounts receivable $584,011 $ 24,658 $608,669 Accounts payable $226,915 $280,499 $507,414 On January 14, 2003, at a Misanse shareholders' meeting held at the Company's office, located in the City of San Miguel, El Salvador, the shareholders and the Directors approved, confirmed and ratified the amount that Misanse owed the Company for advances and other obligations the Company incurred on behalf of Misanse. The amount due to Misanse at that time was also approved, ratified and confirmed. The Company is of the opinion, as of June 30, 2004, that it is appropriate to record the fact that Misanse owes the Company $584,011 and that the Company owes Misanse $226,915 as Misanse is not consolidated with the Company's financial records, because the Company does not control the election of the Directors; 60% of the directors must be El Salvadoran shareholders. When gold production commences, the 5% royalty payable to Misanse for rent of the San Sebastian Gold Mine property based on the gross proceeds from the sale of gold and the accounts payable offset will reduce this receivable until it is paid in full. 3. Mining supplies consist of consumable items used in processing gold ore, which are stated at the average cost. The accompanying notes are an integral part of these consolidated financial statements. 8 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 SUBSEQUENT EVENT The financial statements included in this report were reviewed as required under Section 102 of the Sarbanes-Oxley Act of 2002 by an independent public accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB). The purpose for filing this SEC Form 10-Q/A is because the Company's previous independent public accountant was not registered with the PCAOB prior to October 22, 2003. Reference is made to the Company's Form 8-Ks filed on January 21,2005 and May 6, 2005. THE COMPANY AND BASIS OF PRESENTATION OF FINANCIAL STATEMENTS - ------------------------------------------------------------- (1) BASIS OF PRESENTATION - -------------------------- Commerce Group Corp. ("Commerce," the "Company" and/or "Registrant") and its 82 1/2%-owned subsidiary, San Sebastian Gold Mines, Inc. ("Sanseb") both United States corporations, have formed the Commerce/Sanseb Joint Venture ("Joint Venture") for the purpose of performing gold mining, the sale of gold, and related activities, including, but not limited to, exploration, exploitation, development, extraction and processing of precious metals in the Republic of El Salvador, Central America. Gold bullion, currently the Joint Venture's principal product, was produced (but not on a full production basis) in El Salvador and refined and sold in the United States. Expansion of exploration is a goal at the San Sebastian Gold Mine ("SSGM") which is located near the city of Santa Rosa de Lima. Expanded exploration is being curtailed at other mining projects until adequate funding is obtained under acceptable terms and conditions. All of the mining projects are located in the Republic of El Salvador, Central America. On March 3, 2003, the Company received an exploration license from the Government of El Salvador (GOES) dated February 24, 2003, for the exploration of minerals in an area encompassing the SSGM, consisting of 42 square kilometers, which is hereafter referred to as the "New SSGM Exploration Concession/License" or the "New SSGM." This expanded area provides the Company with an opportunity to increase its gold and silver ore reserves. Included in this area are three formerly- operated gold and silver mines: the La Lola Mine, the Santa Lucia Mine and the Tabanco Mine. As of March 31, 2000, the Joint Venture had temporarily suspended the San Cristobal Mill and Plant ("SCMP") operations (operations ceased on December 31, 1999) until such time as it has adequate funds to retrofit, rehabilitate, restore and expand these facilities and until there is certainty that the price of gold will be stabilized at the current or a higher selling price. 9 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 The Company continues to be cognizant of its cash needs until such time as it is able to produce adequate profits from its SSGM gold production. It will continue to attempt to obtain sufficient funds to assist the Joint Venture in placing the SSGM into production as the anticipated profits from the existing SCMP operation (unless accumulated over a period of time) appear insufficient to meet the SSGM capital and the other mining exploration requirements. In order to continue to follow its goal to conduct the Joint Venture's exploration, exploitation, development expansion programs, and the production of gold from the SSGM open-pit, heap-leaching operation, it is necessary for the Company to obtain funds from other sources. The Company may have to borrow funds by issuing open-ended, secured, on- demand or unsecured promissory notes, by selling its shares to its directors, officers and other interested accredited investors, or by entering into a joint venture, merging, or developing an acceptable form of a business combination with other companies. The Company's directors and officers, with the aid of investment bankers and finders, are aggressively seeking a compatible financial or business arrangement. The verbal and written proposals or arrangements received were not acceptable by the Company primarily due to the terms and conditions. The Joint Venture plans to begin its open-pit, heap-leaching process on the SSGM site when adequate funding becomes available, and if the price of gold maintains the current price level. It also plans to continue its SSGM site preparation, the expansion of its exploration and exploitation targets, and the enlargement and development of its gold ore reserves. Furthermore, it plans to explore the potential of other gold mine exploration prospects in El Salvador. Concurrently, it is in the process of obtaining necessary funding for each of these separate programs while its Joint Venture is performing minor retrofit and rehabilitation work at the SCMP. It commenced an exploration program on the New SSGM. During interim periods, Commerce Group Corp. and its subsidiaries (collectively "Commerce," the "Company" and/or "Registrant") follow the accounting policies set forth in Commerce's Annual Report to Shareholders and in Commerce's Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission, except as modified for appropriate interim financial statement presentation. These financial statements should be read in conjunction with the financial statements and notes thereto which are included in Commerce's Annual Report filed with the U.S. Securities and Exchange Commission on Form 10-K/A for its fiscal year ended March 31, 2004. These interim results are not necessarily indicative of the results that may be achieved in the future. 10 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (2) MANAGEMENT ESTIMATES AND ASSUMPTIONS - ----------------------------------------- Certain amounts included in or affecting the Company's financial statements and related disclosures must be estimated, requiring that certain assumptions be made with respect to values or conditions which cannot be made with certainty at the time the financial statements are prepared. Therefore, the reported amounts of the Company's assets and liabilities, revenues and expenses, and associated disclosures with respect to contingent assets and obligations may be affected by these estimates. The Company evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from the Company's estimates. (3) SIGNIFICANT ACCOUNTING POLICIES - ------------------------------------ CONSOLIDATED STATEMENTS The Joint Venture and the following subsidiaries are all majority-owned by the Company and are included in the consolidated financial statements of the Company. All significant intercompany balances and transactions have been eliminated. The Company does not have corporate control of Misanse as the majority of Misanse's elected directors are El Salvadoran shareholders. % Owner- Charter/Joint Venture ship Place Date ----- ----------- ---------- Included in the Consolidated Statements - --------------------------------------- Homespan Realty Co., Inc. ("Homespan") 100.0 Wisconsin 02/12/1959 Ecomm Group Inc. ("Ecomm") 100.0 Wisconsin 06/24/1974 San Luis Estates, Inc. ("SLE") 100.0 Colorado 11/09/1970 San Sebastian Gold Mines, Inc. ("Sanseb") 82.5 Nevada 09/04/1968 Universal Developers, Inc. ("UDI") 100.0 Wisconsin 09/28/1964 Commerce/Sanseb Joint Venture ("Joint Venture") 90.0 Wisconsin & 09/22/1987 El Salvador Not included in the Consolidated Statements - ------------------------------------------- Mineral San Sebastian, S.A. de C.V. ("Misanse") 52.0 El Salvador 05/08/1960 MINORITY INTEREST During the periods ended June 30, 2004 and 2003, there were no material expenses in the entities wherein minority interests existed. Minority interest as a whole is immaterial in these financial statements and therefore has not been presented. 11 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 OTHER CURRENT ASSETS Other current assets consist of securities held as nominee for the Commerce Group Corp. Employee Benefit Account, and are stated at cost. Other current assets also include certain precious stones and jewelry also stated at cost. ACCOUNTS RECEIVABLE - RELATED The accounts receivable-related consist of advances to Misanse, a 52%-owned subsidiary, which will be offset for the Misanse future rental charges and by the amount in the accounts payable-related account. INTERCOMPANY BALANCES All intercompany balances and transactions have been eliminated in the consolidated financial statements. MINING SUPPLIES Mining supplies consist of consumable supplies used in connection with processing ore, and are stated at cost, which is believed to be lower than the market value. DEFERRED MINING COSTS The Company, in order to avoid expense and revenue unbalance, capitalizes all costs directly associated with acquisition, exploration and development of specific properties, until these properties are put into operation, sold or are abandoned. Gains or losses resulting from the sale or abandonment of mining properties will be included in operations. The Joint Venture capitalizes its costs and expenses and will write off these cumulative costs on a units of production method at such time as it begins producing gold derived from the gold ore on a full production basis. If the prospect of gold production, due to different conditions and circumstances becomes unlikely, all of these costs may be written off in the year that this occurs. The Company regularly evaluates its carrying value of exploration properties in light of their potential for economic mineralization and the likelihood of continued work by either the Company or a joint venture partner. The Company may, from time to time, reduce its carrying value to an amount that approximates fair market value based upon an assessment of such criteria. REVENUE RECOGNITION Revenue from the sale of gold will be recognized when delivery has occurred, title and risk of loss passes to the buyer, and collectability is reasonably assured. Gold sales will be made in accordance with sales contracts where the price is fixed or determinable. 12 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment is stated at the lower of cost or estimated net realizable value. Mining properties, development costs and plant and equipment will be depreciated when full production takes place using the units of production method based upon proven and probable reserves. Until the Company suspended its mining operations, the assets were depreciated using the straight-line method over estimated useful lives ranging from three to ten years. Depreciation and amortization expenses include the amortization of assets acquired, if any, under capital leases. Replacements and major improvements are capitalized. When in operation, maintenance and repairs will be charged to expense based on average estimated equipment usage. Interest costs incurred while in a standby position or in the construction or acquisition of property, plant, and equipment are capitalized and amortized over the useful lives of the related assets. Since the Company suspended its gold processing operations effective March 31, 2000, it also ceased to depreciate its fixed assets. MINERAL EXPLORATION AND DEVELOPMENT COSTS Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures for the development of new mines, to define further mineralization at and adjacent to existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on the units of production basis over proven and probable reserves. Management's estimates of gold and other metal prices, recoverable proven and probable reserves, operating, capital, and reclamation costs are subject to certain risks and uncertainties which may affect the recoverability of the Company's investment in property, plant, and equipment. Although management has made its best estimate for these factors based on current conditions, it is reasonably possible that changes could occur in the near-term which could adversely affect management's estimate of the net cash flows expected to be generated from its mining properties. 13 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 IMPAIRMENTS The Company evaluates the carrying value of its properties and equipment when events or changes in circumstances indicate that the properties or equipment may be impaired and then at that time it plans to apply the provisions of Statement of Financial Accounting Standards No. 121 (SFAS 121), Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. Estimated future net cash flows, on an undiscounted basis, from each property are calculated using estimated recoverable ounces of gold (considering current proven and probable reserves and mineral resources expected to be converted into mineral reserves. The inclusion of mineral resources is based on various circumstances, including but not limited to, the existence and nature of known mineralization, location of the property, results of drilling; and analysis to demonstrate the ore is commercially recoverable), estimated future gold price realization (considering historical and current prices, price trends and related factors); and operating, capital and site restoration costs. Reduction in the carrying value of property, plant and equipment, with a corresponding charge to income, are recorded to the extent that the estimated future net cash flows are less than the carrying value. INTEREST CAPITALIZATION Interest costs are capitalized as part of the historical cost of facilities and equipment, if material. INCOME TAXES The Company files a consolidated federal income tax return with its subsidiaries (See Note 11). The Joint Venture files a U.S. partnership return. EARNINGS (LOSS) PER COMMON SHARE The Company has in the past years reported its "Earnings per Share" (EPS) which presently complies with the provisions of Statement of Financial Accounting Standards No. 128 (SFAS No. 128). As required by this standard, the Company, if applicable, could report two earnings per share amounts, basic net income and diluted net income per share. Basic net income per share is computed by dividing income or loss reportable to common shareholders (the numerator) by the weighted average number of common shares outstanding (the denominator). The computation of diluted net income or loss per share is similar to the computation of basic net income per share except that the denominator is increased to include the dilutive effect of the additional common shares that would have been outstanding if all convertible securities, stock options, rights, share loans etc. had been converted to common shares. 14 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 However, the computation of diluted EPS shall not assume conversion, exercise, or contingent issuance of securities that would have an antidilutive effect on earnings per share. Shares issued on actual conversion, exercise, or satisfaction of certain conditions for which the underlying potential common shares were antidilutive shall be included in the computation as outstanding common shares from the date of conversion, exercise, or satisfaction of those conditions, respectively. Therefore, at this time, there is no difference in the losses, earnings or the number of basic or diluted shares. The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. Net Loss Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- ------ For the three months ended June 30, 2004: Basic/Diluted EPS Net loss to common Shareholders $ (52,188) 22,720,575 $(.00) ========= ========== ========= For the three months ended June 30, 2003: Basic/Diluted EPS Net loss to common Shareholders $ (49,873) 20,447,732 $(.00) ========= ========== ========= FOREIGN CURRENCY The Company conducts the majority of its operations in the Republic of El Salvador, Central America. Currently, El Salvador is on the U.S. dollar system and therefore all receipts and expenditures since January 1, 2001 are in U.S. dollars. RECLASSIFICATIONS Certain reclassifications have been made to prior year amounts to conform to the current year presentations. The Company changed the amounts classified as general & administrative expense from amounts previously recorded as mining resources. (4) NEW ACCOUNTING STANDARDS - ----------------------------- The Company became subject to the accounting and reporting requirements of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (SFAS No. 143). SFAS No. 143 establishes accounting and reporting standards for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period 15 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 in which it is incurred if a reasonable estimate of fair value can be made. Fair value is determined by estimating the retirement obligations in the period an asset is first placed in service and then adjusting the amount for estimated inflation and market risk contingencies to the projected settlement date of the liability. The result is then discounted to a present value from the projected settlement date to the date the asset was first placed in service. The present value of the asset retirement obligation is recorded as an additional property cost and as an asset retirement liability. The amortization of the additional property cost (using the units of production method) will be included in depreciation, depletion and amortization expense and the accretion of the discounted liability will be recorded as a separate operating expense, when applicable, in the Company's Statement of Operations. At this time, the Company believes that there is no financial impact. In April 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149") to provide, amend and clarify financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The changes in this statement improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly to achieve more consistent reporting of contracts as either derivative or hybrid instruments. SFAS No. 149 has been adopted by the Company and will be applied prospectively for contracts, if any, entered into or modified after June 30, 2003. The adoption of this statement, as of this date, has not had a material effect on Commerce's consolidated financial position or results of operations as the Company has not entered into any transactions of this type. In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS No. 150") which clarifies the classification as liabilities for certain financial instruments including equity shares that are mandatorily redeemable, or a financial instrument other than equity shares that has an obligation to repurchase the instrument with equity shares, including a conditional obligation to settle the financial instrument with equity shares. SFAS No. 150 is effective for financial instruments entered into after May 31, 2003. The adoption of this statement has not had a material effect on the Company's consolidated financial position or results of operations. The Emerging Issues Task Force is in the process of forming a committee to evaluate certain mining industry accounting issues, including issues arising from the implementation of Statement of Financial Accounting Standards No. 141 and Statement of Financial Accounting Standards No. 142 to business combinations within the mining industry and accounting for goodwill and other intangibles. Although such committee has not yet been formed, and no formal agenda has been set, the issues related to the business combinations within the mining industry and accounting for goodwill and other intangibles may be addressed along with the related question of whether mineral interests conveyed by leases and/or concessions represent tangible or intangible assets and the amortization of such assets. While the Company believes that its accounting for its mineral interests conveyed by leases and/or concessions is in accordance with generally accepted accounting principles, the Company cannot predict whether the deliberations of this committee will ultimately modify or otherwise result in new accounting standards or interpretations thereof that differ from its current practices. 16 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (5) INVESTMENT IN PROPERTY, PLANT, EQUIPMENT AND MINING RESOURCES - ----------------------------------------------------------------- The following is a summary of the investment in property, plant, equipment, mining resources and development costs: June 30, 2004 June 30, 2003 --------------------------- --------------------------- Accumulated Accumulated Cost Amortization Net Cost Amortization Net ---- ------------ --- ---- ------------ --- Mineral Proper- ties and Deferred Develop- ment $29,585,733 0 $29,585,733 $27,725,592 0 $27,725,592 Property, Plant and Equip- ment 6,588,568 2,252,143 4,336,425 6,535,214 2,252,143 4,283,071 ----------- ----------- ----------- ----------- ---------- ----------- $36,174,301 $ 2,252,143 $33,922,158 $34,260,806 $2,252,143 $32,008,663 =========== =========== =========== =========== ========== =========== Vehicles, office, mining and laboratory equipment, buildings, etc. are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to ten years. Maintenance and repairs are charged to expense as incurred. Since the Joint Venture suspended operations effective March 31, 2000 in view of the weak price of gold and the need to expand and rehabilitate production facilities, no depreciation has been recorded. The Company is maintaining the property and the equipment and will begin to depreciate these assets once its operation commences. (6) COMMERCE/SANSEB JOINT VENTURE ("JOINT VENTURE") - --------------------------------------------------- The Company is in a joint venture with and owns 82 1/2% of the total common stock (2,002,037 shares) of Sanseb, a U.S. State of Nevada chartered (1968) corporation. The balance of Sanseb's stock is held by approximately 180 non-related shareholders, including the President of the Company who owns 2,073 common shares. Sanseb was formed in 1968 to explore, exploit, research, and develop adequate gold reserves. Sanseb produced gold from the SSGM from 1972 through February 1978. On September 22, 1987, the Company and Sanseb entered into a joint venture agreement to formalize their relationship with respect to the mining venture and to account for the Company's substantial investment in Sanseb. Under the terms of the agreement, the Company is authorized to supervise and control all of the business affairs of the Joint Venture and has the authority to do all that is necessary to resume mining operations at the SSGM on behalf of the Joint Venture. The net pre-tax profits of the Joint Venture will be distributed as follows: Company 90%; and Sanseb 10%. Since the Company owns 82 1/2% of the authorized and issued shares of Sanseb, the Company in effect has over a 98% interest in the Joint Venture activities. 17 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 The joint venture agreement further provides that the Company has the right to be compensated for its general and administrative expenses in connection with managing the Joint Venture. Any agreements signed by the Company for the benefit of the Joint Venture create obligations binding upon the Joint Venture. The Joint Venture is registered to do business in the State of Wisconsin and in the Republic of El Salvador, Central America. INVESTMENTS IN JOINT VENTURE As of June 30, 2004, the Company's investments, including charges for interest expense to the Joint Venture, were $45,338,278 and three of the Company's subsidiaries' advances were $590,265 for a total of $45,928,543. INVESTMENT IN EL SALVADOR MINING PROJECTS During this fiscal period, the Company has advanced funds, performed services, and allocated its general and administrative costs to the Joint Venture. As of June 30, 2004 and 2003, the Company, Sanseb and three of the Company's subsidiaries have invested (including carrying costs) the following in its Joint Venture: 2004 2003 ---- ---- The Company's advances (net of gold sale proceeds) since 09/22/87 $45,338,278 $41,161,345 The Company's initial investment in the Joint Venture 3,508,180 3,508,180 Sanseb's investment in the Joint Venture 3,508,180 3,508,180 Sanseb's investment in the mining projects and amount due to the Company 36,887,241 34,695,080 ----------- ------------ Total: 89,241,879 82,872,785 Advances by the Company's three subsidiaries 590,265 590,265 ----------- ----------- Combined total investment $89,832,144 $83,463,050 =========== =========== SSGM ACTIVITY The Company had no significant activity at the SSGM site from February 1978 through January 1987 due to the civil unrest in El Salvador. The present status is that, the Company, since January 1987, and thereafter, the Joint Venture, since September 1987, have completed certain of the required mining pre-production preliminary stages in the minable and proven gold ore reserve area, and the Company is active in attempting to obtain adequate financing for the proposed open-pit, heap-leaching operations at the SSGM. The Joint Venture plans to resume its 18 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 exploration and expansion program to develop additional gold ore reserves in the area surrounding the minable gold ore reserves. Presently, it is completing the erection of its cone crushing system and performing minor rehabilitation repairs to its San Cristobal Mill and Plant. On February 24, 2003, the Ministry of Economy's Director of El Salvador Department of Hydrocarbons and Mines (DHM) granted an exploration concession referred to as the "New SSGM" which area includes and encompasses the existing SSGM. Reference is made to Mineral San Sebastian S.A. de C.V. (c) for information on the exploitation and a second exploration concession. Presently the Company is in the process of exploring three of the formerly operated gold mines. MINERAL SAN SEBASTIAN S.A. DE C.V. ("MISANSE") (a) MISANSE CORPORATE STRUCTURE The SSGM real estate is owned by and leased to the Joint Venture by Misanse, a Salvadoran-chartered corporation. The Company owns 52% of the total of Misanse's issued and outstanding shares. The balance is owned by approximately 100 El Salvador, Central American, and United States' citizens. (b) SSGM MINING LEASE On January 14, 2003, the Company entered into an amended and renewed 30-year lease agreement with Mineral San Sebastian Sociedad Anomina de Capital Variable (Misanse) pursuant to the approval of the Misanse shareholders and Misanse directors at a meeting held on January 12, 2003. The renewed lease is for a period of thirty (30) years commencing on the date that the Company received its Renewed San Sebastian Gold Mine Exploitation Concession/License, hereinafter identified as the "Renewed SSGM," from the DHM. The lease is automatically extendible for one or more equal periods. The Company will pay to Misanse for the rental of this real estate the sum of five percent of the net sales of the gold and silver produced from this real estate, however, the payment will not be less than $343.00 per month. The Company has the right to assign this lease without prior notice or permission from Misanse. This lease is pledged as collateral for loans made to related parties (Note 9). (c) THREE CONCESSIONS: ONE EXPLOITATION AND TWO EXPLORATION MINERAL CONCESSIONS/LICENSES RENEWED SAN SEBASTIAN GOLD MINE EXPLOITATION CONCESSION/LICENSE UNDER EL SALVADOR AGREEMENT NUMBER 591 DATED MAY 20, 2004 AND DELIVERED ON JUNE 4, 2004 (RENEWED SSGM) - APPROXIMATELY 1.2306 SQUARE KILOMETERS (304 ACRES) LOCATED IN THE DEPARTMENT OF LA UNION, EL SALVADOR, CENTRAL AMERICA On September 6, 2002, at a meeting held with the El Salvadoran Minister of Economy and the DHM, it was agreed to submit an application for the Renewed SSGM for a 30-year term and to simultaneously cancel the concession obtained on July 23, 1987. On September 26, 2002, the Company filed this application. On February 28, 2003 (received March 3, 2003) the DHM admitted to the receipt of the application and the Company 19 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 proceeded to file public notices as required by Article 40 of the El Salvadoran Mining Law and its Reform (MLIR). On April 16, 2003, the Company's El Salvadoran legal counsel filed with the DHM notice that it believed that it complied with the requirements of Article 40, and that there were no objections; and requested that the DHM make its inspection as required by MLIR Article 42. An inspection by the DHM was made. The Company then provided a bond which was required by the DHM to protect third parties against any damage caused from the mining operations, and it simultaneously paid the annual surface tax. On August 29, 2003 the Office of the Ministry of Economy formally presented the Company with a twenty-year Renewed SSGM which was dated August 18, 2003. On May 20, 2004 (delivered June 4, 2004) the Government of El Salvador under this Agreement Number 591 extended the exploitation concession for a period of thirty (30) years. This Renewed SSGM replaces the collateral that the same parties held with the previous concession. NEW SSGM EXPLORATION CONCESSION/LICENSE UNDER EL SALVADOR RESOLUTION NUMBER 27 (New SSGM) - APPROXIMATELY 40.7694 SQUARE KILOMETERS (10,070 ACRES) LOCATED IN THE DEPARTMENTS OF LA UNION AND MORAZAN, EL SALVADOR, CENTRAL AMERICA On October 20, 2002, the Company applied to the Government of El Salvador through the DHM for the New SSGM, which covers an area of 42 square kilometers and includes approximately 1.2306 square kilometers of the Renewed SSGM. The New SSGM is in the jurisdiction of the City of Santa Rosa de Lima in the Department of La Union and in the Nueva Esparta in the Department of Morazan, Republic of El Salvador, Central America. On February 24, 2003, the DHM issued the New SSGM for a period of four years starting from the date following the notification of this resolution which was received on March 3, 2003. The New SSGM may be extended for two two-year periods, or for a total of eight years. Besides the San Sebastian Gold Mine, the following three other formerly operative gold and silver mines included in the New SSGM are being explored: the La Lola Mine, the Santa Lucia Mine, and the Tabanco Mine. NUEVA ESPARTA EXPLORATION CONCESSION/LICENSE (NUEVA ESPARTA) - 45 SQUARE KILOMETERS (11,115 ACRES) On or about October 20, 2002, the Company filed an application with the Government of El Salvador through the DHM for the Nueva Esparta, which consists of 45 square kilometers north and adjacent to the New SSGM. This rectangular area is in the Departments of La Union (east) and Morazan (west) and in the jurisdiction of the City of Santa Rosa de Lima, El Salvador, Central America. On May 25, 2004 (received June 4, 2004) the Government of El Salvador under Resolution Number 271 issued the exploration concession for a period of four years with a right to request an additional four year extension. An important observation is that these mines form a belt of mineralization following a fault line from the SSGM to the Montemayor Mine for a distance of approximately five miles. Included in the Nueva Esparta are eight other formerly operated gold and silver mines known as: the Grande Mine, the Las Pinas Mine, the Oro Mine, the Montemayor Mine, the Banadero Mine, the Carrizal Mine, the La Joya Mine and the Copetillo Mine. 20 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 El SALVADOR MINERAL PRODUCTION FEES As of July 2001, a series of revisions to the El Salvador Mining Law offer to make exploitation more attractive. The principal change is that the fee has been reduced to two percent of the gross gold and silver receipts. The Company believes that it is in compliance with the new law, and plans to file applications for all of the mining concessions in which it has an interest. SCMP LAND AND BUILDING LEASE On November 12, 1993, the Joint Venture entered into an agreement with Corporacion Salvadorena de Inversiones ("Corsain"), an El Salvadoran governmental agency, to lease for a period of ten years, approximately 166 acres of land and buildings on which its gold processing mill, plant and related equipment (the SCMP) are located, and which is approximately 15 miles west of the SSGM site. The basic annual lease payment was U.S. $11,500, payable annually in advance, unless otherwise amended, and subject to an annual increase based on the annual United States' inflation rate. As agreed, a security deposit of U.S. $11,500 was paid on the same date and this deposit was subject to increases based on any United States' inflationary rate adjustments. On April 26, 2004, a three-year lease, which includes an automatic additional three-year extension subject to Corsain's review, was executed by and between Corsain and the Company. This lease is retroactive to November 12, 2003 and the monthly lease payments are $1,418.51 plus the El Salvadoran added value tax. The lease is subject to an annual increase based on the U.S. annual inflationary rate adjustments. The SCMP is strategically located to process ore from other mining projects. MODESTO MINE - REAL ESTATE The Company owns 63 acres of land which are a key part of the Modesto Mine that is located near the city of El Paisnal, El Salvador. This real estate is subject to a mortgage and promissory note and is pledged as collateral to certain parties described in Note 9. SAN FELIPE-EL POTOSI MINE ("POTOSI") - REAL ESTATE LEASE AGREEMENT The Joint Venture entered into a lease agreement with the San Felipe-El Potosi Cooperative ("Cooperative") of the city of Potosi, El Salvador on July 6, 1993, to lease the real estate encompassing the San Felipe-El Potosi Mine consisting of 675 acres based on a royalty payment for a period of 30 years and with an option to renew the lease for an additional 25 years, for the purpose of mining and extracting minerals. MONTEMAYOR MINE - LEASE AGREEMENT The Joint Venture has leased approximately 175 acres of land that it considers to be the key mining property. The terms of the various leases are one year with automatic renewal rights. This property is located 14 miles northwest of the SCMP, six miles northwest of the SSGM, and about two miles east of the city of San Francisco Gotera in the Department of Morazan, El Salvador. 21 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (7) SYNOPSIS OF REAL ESTATE OWNERSHIP AND LEASES - ------------------------------------------------- The Company's 52%-owned subsidiary, Misanse, owns the 1,470 acre SSGM site located near the city of Santa Rosa de Lima in the Department of La Union, El Salvador; on January 14, 2002, it entered into an agreement to lease the premises for a period of thirty years. Other real estate ownership or leases in El Salvador are as follows: the Company owns approximately 63 acres at the Modesto Mine; and the Joint Venture leases the SCMP land and buildings on which its mill, plant and equipment are located. In addition, the Joint Venture has entered into a lease agreement to lease approximately 675 acres based on the production of gold payable in the form of royalties with a mining prospect in the Department of San Miguel and it previously leased approximately 175 acres in the Department of Morazan in the Republic of El Salvador. The Company also leases on a month-to-month basis approximately 4,032 square feet of office space in Milwaukee, Wisconsin. (8) NOTES PAYABLE AND ACCRUED INTEREST - --------------------------------------- 06/30/04 06/30/03 -------- -------- Related Parties Mortgage and promissory notes to related parties, interest ranging from one percent to four percent over prime rate, but not less than 16%, payable monthly, due on demand, using the Misanse lease, the Renewed SSGM Concession issued on August 18, 2003, the New SSGM Concession issued on February 24, 2003, and the Nueva Esparta Concession issued on May 25, 2004, gold ore reserves, real estate and all other assets owned by the Company, its subsidiaries and the Joint Venture as collateral. (Note 7) $ 9,851,488 $ 8,423,537 Other Short-term notes and accrued interest (June 30, 2004, $117,963 and June 30, 2003, $96,307) issued to creditors and other non related parties, interest rates of varying amounts, in lieu of actual cash payments and includes a mortgage on a certain parcel of land pledged as collateral located in El Salvador. 252,963 231,307 ----------- ---------- Total: $10,104,451 $8,654,844 =========== ========== 22 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (9) RELATED PARTY TRANSACTIONS - ------------------------------- The Company, in an attempt to preserve cash, had prevailed on its President to accrue his salary for the past 24 years and three months, including vacation pay, for a total of $2,856,515 and $2,677,765 at June 30, 2004 and 2003 respectively. In addition, with the consent and approval of the Directors, the President of the Company, as an individual and not as a Director or Officer of the Company, entered into the following financial transactions with the Company, the status of which is reflected as follows: The amount of cash funds which the Company has borrowed from its President from time to time, together with accrued interest, amounts to $6,866,170 and $5,790,875 at June 30, 2004 and 2003 respectively. To evidence this debt, the Company has issued to its President a series of open-ended, secured, on-demand promissory notes, with interest payable monthly at the prime rate plus two percent, but not less than 16% per annum. The Company had borrowed an aggregate of $952,577 and $858,210 at June 30, 2004 and 2003 respectively, including accrued interest, from the Company's President's Rollover Individual Retirement Account (ELM RIRA). These loans are evidenced by the Company's open-ended, secured, on-demand promissory note, with interest payable monthly at the prime rate plus four percent per annum, but not less than 16% per annum. In order to satisfy the Company's cash requirements from time to time, the Company's President has sold or pledged as collateral for loans, shares of the Company's common stock owned by him. In order to compensate its President for selling or pledging his shares on behalf of the Company, the Company has made a practice of issuing him the number of restricted shares of common stock equivalent to the number of shares sold or pledged, plus an additional number of shares equivalent to the amount of accrued interest calculated at the prime rate plus three percent per annum and payable monthly. The Company receives all of the net cash proceeds from the sale or from the pledge of these shares. The Company did not borrow any common shares during this fiscal period. The share loans, if any, are all in accordance with the terms and conditions of Director-approved, open-ended loan agreements dated June 20, 1988, October 14, 1988, May 17, 1989, and April 1, 1990. On February 16, 1987, the Company granted its President, by unanimous consent of the Board of Directors, compensation in the form of a bonus in the amount of two percent of the pre-tax profits realized by the Company from its gold mining operations in El Salvador, payable annually over a period of twenty years commencing on the first day of the month following the month in which gold production commences. The President, as an individual, and not as a Director or Officer of the Company, presently owns a total of 467 Misanse common shares. There are a total of 2,600 Misanse shares issued and outstanding. 23 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 Also with the consent and approval of the Directors, a company in which the President has a 55% ownership, General Lumber & Supply Co., Inc. (GLSCO), entered into the following agreements, and the status is reflected as of June 30, 2004: The Company leased approximately 4,032 square feet on a month-to-month basis for its corporate headquarters' office; the monthly rental charge was $2,789. The same related company provides administrative services, use of its vehicles, and other property, as required by the Company. In lieu of cash payments for the office space rental and for the consulting, administrative services, etc., these amounts due are added each month to this related company's open-ended, secured, on-demand promissory note issued by the Company. In addition, this related company does from time to time use its credit facilities to purchase items needed for the Joint Venture's mining needs. This related company has been issued an open-ended, secured, on-demand promissory note which amounts to $1,348,383 and $1,191,235 at June 30, 2004 and 2003 respectively; the annual interest rate is four percent plus the prime rate, but not less than 16%, and it is payable monthly. The Company's Directors have consented and approved the following transactions of which the status of each are reflected as follows: The President's wife's Rollover Individual Retirement Account (SM RIRA) has the Company's open-ended, secured, on-demand promissory note in the sum of $524,224 and $446,749 at June 30, 2004 and 2003 respectively, which bears interest at an annual rate of prime plus three percent, but not less than 16% and the interest is payable monthly. The Directors also have acknowledged that the wife of the President is to be compensated for her consulting fees due to her from October, 1, 1994 through September 30, 2000 or 72 months at $2,800 a month, and thereafter at $3,000 per month. The Company owes her as an individual and as a consultant, the sum of $336,600 and $300,600 at June 30, 2004 and 2003 respectively, for services rendered from October 1994. The Law Firm which represents the Company in which a son of the President is a principal is owed the sum of $327,015 for 1,767.65 hours of legal services rendered from July 1980 through June 30, 2004. By agreement on the date of payment, these fees are to be adjusted to commensurate with the hourly fees charged by the Law Firm. The son of the President and his son's wife have the Company's open-ended, on-demand promissory note in the sum of $160,134 and $136,468 at June 30, 2004 and 2003, respectively, which bears interest at an annual rate of 16% payable monthly. 24 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 The Directors, by their agreement, have deferred cash payment of their Director fees beginning on January 1, 1981, until such time as the Company's operations are profitable. Effective from October 1, 1996, the Director fees are $1,200 for each quarterly meeting and $400 for attendance at any other Directors' meeting. The Executive Committee Director fees are $400 for each meeting. The Directors and Officers have an option to receive cash at such time as the Company has profits and an adequate cash flow, or to exchange the amount due to them for the Company's common shares. As of June 30, 2004, the Company owes $4,400 for Director fees and $61,863 for the accrued Officers'/employee compensation (President excluded). The Company advances funds, allocates expenses, and charges for disbursements made to the Joint Venture. The Joint Venture in turn capitalizes all of these advances, allocations, expenses, and disbursements. The Company has adopted a policy to maintain a separate accounting of the amount due to it from Sanseb and the Joint Venture. This independent accounting will be maintained by the Company to reflect its investment and the amount due to it. This record will become the official document for future Joint Venture cash distributions. All of the advances and interest earned will be paid to the Company before the distribution to others of any of the Joint Venture's profits or cash flow. The Company maintains a separate accounting for the funds or credits advanced to the Joint Venture and for the interest charged which is at the prime rate quoted on the first business day of each month plus four percent and said interest is payable monthly. These advances, together with interest, are to be paid to the Company prior to the distribution of any of the Joint Venture profits, and are reflected as follows: COMPANY NET ADVANCES TO THE JOINT VENTURE - ----------------------------------------- 2004 2003 ---- ---- Total Interest Total Interest Advances Charges Advances Charges ----------- ----------- ----------- ----------- Beginning balances $44,295,126 $27,200,167 $40,181,015 $23,751,735 Advances through June 30 1,043,152 890,345 980,330 833,146 ----------- ----------- ----------- ----------- Total Company advances 45,338,278 28,090,512 41,161,345 24,584,881 Advances by three of the Company's subsidiaries 590,265 0 590,265 0 ----------- ----------- ----------- ----------- Total net advances June 30 $45,928,543 $28,090,512 $41,751,610 $24,584,881 =========== =========== =========== =========== 25 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 INTERCOMPANY TRANSACTIONS AND OTHER TRANSACTIONS In addition to the transactions between the Company and General Lumber, and certain individuals who also are Directors and Officers of the Company and between the Company and its Officers, Directors and affiliates, the Company has had transactions with its subsidiaries, San Luis Estates, Inc., Universal Developers, Inc., Homespan Realty Co., Inc., Ecomm Group Inc., San Sebastian Gold Mines, Inc., Mineral San Sebastian S.A. de C.V., and substantial transactions with the Commerce/Sanseb Joint Venture. (10) COMMITMENTS - ---------------- Reference is made to Notes 2, 4, 5, 6, 7, 8, 9, 10 and 12. (11) INCOME TAXES - ----------------- At March 31, 2003, the Company and its subsidiaries, excluding the Joint Venture, have estimated net operating losses remaining in a sum of approximately $5,063,150 which may be carried forward to offset future taxable income; the net operating losses expire at various times to the year of 2018. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. June 30, 2004 2003 ---------- ---------- Deferred Tax Assets: Net operating loss carry-forwards $ 1,720,000 $ 1,720,000 Valuation allowance for deferred tax assets (1,720,000) (1,720,000) ---------- ---------- Net deferred tax assets: - - ========== ========== 26 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (12) DESCRIPTION OF SECURITIES - ------------------------------- a. COMMON STOCK The Company's Wisconsin Certificate of Incorporation effective as of April 1, 1999 authorizes the issuance of 50,000,000 shares of common stock, $0.10 par value per share of which 22,794,091 shares were issued and outstanding as of June 30, 2004. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock have no cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company's common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock. All of the issued and outstanding shares of common stock are validly issued, fully paid and non-assessable. b. PREFERRED STOCK There were no preferred shares issued and outstanding for the periods ending June 30, 2004 or 2003. The Company's Wisconsin Certificate of Incorporation authorizes the issuance of 250,000 shares of preferred stock, $0.10 par value. The preferred shares are issuable in one or more series. If issued, the Board of Directors is authorized to fix or alter the dividend rate, conversion rights (if any), voting rights, rights and terms of redemption (including any sinking fund provisions), redemption price or prices, liquidation preferences and number of shares constituting any wholly unissued series of preferred shares. c. STOCK OPTION ACTIVITY: 06/30/04 03/31/04 ------------------ ---------------- Weighted Weighted Option Average Option Average Shares Price Shares Price ------ ----- ------ ----- Outstanding, beg. yr. 210,000 $0.23 960,000 $0.21 Granted Exercised (500,000) N/A Forfeited (60,000) N/A Expired (40,000) (190,000) N/A --------- ----- ---------- ----- Outstanding, 06/30/04 170,000 $0.22 210,000 $0.23 ========= ===== ========== ===== 27 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 A summary of the outstanding stock options as of June 30, 2004, follows: Weighted Average Weighted Range of Amount Remaining Average Exercise Prices Outstanding Contractual Life Exercise Price - --------------- ----------- ---------------- -------------- Up to $2.99 170,000 .2018 years $0.22 There were no options issued to any Director, Officer, or employee. d. STOCK RIGHTS - TO THE PRESIDENT Reference is made to Note 9, Related Party Transactions, of the Company's financial statements which disclose the terms and conditions of the share loans to the Company by the President and the interest which is payable to him by the Company's issuance of its restricted common shares. Any share interest payable to the President is for shares loaned to the Company and/or for such shares loaned or pledged for collateral purposes, or for unpaid interest, from time to time, all in accordance with the terms and conditions of Director-approved, open-ended loan agreements dated June 20, 1988, October 14, 1988, May 17, 1989 and April 1, 1990. e. SHARE LOANS - OTHERS In the past, a series of borrowings of the Company's common shares were made from time to time under the provision that the owners would sell said shares as the Company's designee, with the proceeds payable to the Company. In exchange, the Company agreed to pay these shares loaned within 31 days or less by issuing its restricted common shares, together with interest payable in restricted common shares payable at a negotiated rate of interest normally payable in advance for a period of one year. As of June 30, 2004, there were no shares due to other parties for shares borrowed or due for interest payment. f. S.E.C. FORM S-8 REGISTRATION On June 10, 2002, the Company filed its fifth Securities and Exchange Commission Form S-8 Registration Statement No. 333-90122 under the Securities Act of 1933, and it registered 1,500,000 of the Company's $0.10 par value common shares for the purpose of distributing shares pursuant to the plan contained in such registration. From the 1,500,000 shares registered 704,959 shares were issued, and 795,041 shares remain to be issued as of June 30, 2004. g. COMMERCE GROUP CORP. EMPLOYEE BENEFIT ACCOUNT (CGCEBA) This account was established for the purpose of compensating the Company's employees for benefits such as retirement, severance pay, and all other related compensation that is mandatory under El Salvadoran labor regulations, and/or as determined by the Officers of the Corporation. The Directors provided the Officers of the Company with the authority to issue its common shares to the CGCEBA on an as needed basis. Under this plan, payment can be made to any employee of the Company or the Company's subsidiaries. The CGCEBA has sold some of the shares issued to this account from time to time to meet its obligations to its El Salvadoran employees. As of June 30, 2004, 385,000 shares remained in the account. 28 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (13) CERTAIN CONCENTRATIONS AND CONCENTRATIONS OF CREDIT RISK - -------------------------------------------------------------- The Company is subject to concentrations of credit risk in connection with maintaining its cash primarily in two financial institutions for the amounts in excess of levels. One is insured by the Federal Deposit Insurance Corporation. The other is an El Salvadoran banking institution which the Company uses to pay its El Salvadoran expenses and obligations. The Company considers the U.S. institution to be financially strong and does not consider the underlying risk at this time with its El Salvadoran bank to be significant. To date, these concentrations of credit risk have not had a significant effect on the Company's financial position or results of operations. The Company is not subject to credit risk in connection with any hedging activities as it has not hedged any of its gold production. If the Company changes its policies, then it will only use highly-rated credit worthy counterparties, therefore it should not anticipate non-performance. (14) COMMITMENTS AND CONTINGENCIES - ---------------------------------- Environmental Compliance Based upon current knowledge, the Company believes that it is in compliance with the U.S. and El Salvadoran environmental laws and regulations as currently promulgated. However, the exact nature of environmental control problems, if any, which the Company may encounter in the future cannot be predicted, primarily because of the increasing number, complexity and changing character of environmental requirements that may be enacted or of the standards being promulgated by governmental authorities. Environmental Guarantees In connection with the issuance of environmental permits, the Company has provided the Government of El Salvador with the following guarantees on September 27, 2002: three-year guarantees were issued by the Banco Agricola, S.C. on behalf of the Company to the Ministry of Environment and Natural Resources; Guarantee No. 1901-0000059-8 was issued for the San Cristobal Mill and Plant in the sum of $771.49; and Guarantee No. 1901-0000058-7 was issued for the Renewed SSGM Exploitation Concession/License in the sum of $14,428.68. In connection with the Renewed SSGM Exploitation Concession/License, on July 15, 2003 a one-year, third party liability guarantee (bond) in the sum of $42,857.14 was issued by Compania Anglo Salvadorena de Seguros, S.A. (Anglosal) on behalf of the Company to the Ministry of Economy's Office of the Department of Hydrocarbons and Mines. The Company pledged its SSGM laboratory real estate as collateral to Anglosal for the issuance of the bond. 29 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 The El Salvadoran Environmental Law, Decree No. 233, 1998 and the General Regulation of the Environmental Law specify the following: - - An environmental permit from the Ministry of Environment and Natural Resources (MARN) based on the approval of an Environmental Impact Assessment, is required for exploration, exploitation and industrial processing of minerals and fossil fuels; - - The environmental permit requires the company to implement prevention, minimization or compensation measures established in the environmental management program, which is a component of the Environmental Impact Assessment; - - A financial security (bond) is required that covers the total cost of the facilities or investment required to comply with the environmental management plans included in the Environmental Impact Assessment. Numeric standards for ambient air quality; emissions from fixed sources; maximum environmental noise levels; water quality and effluent limits are specified in various norms and regulation, including the Special Regulation of Technical Norms for Environmental Quality Decree No. 40, and the Special Regulations of Wastewater Decree No. 39. The El Salvadoran Department of Hydrocarbons and Mines (DHM) requires environmental permits to be issued in connection with the application of the Renewed SSGM. The issuance of these permits is under the jurisdiction of the El Salvador Ministry of Environment and Natural Resources Office (MARN). On October 15, 2002, MARN issued an environmental permit under Resolution 474-2002 for the SCMP. On October 20, 2002, MARN issued an environmental permit under Resolution 493-2002 for the Renewed SSGM Exploitation area. Lease Commitments The month-to-month lease of its offices is described in note (9) Related Party Transactions of the Notes to the Consolidated Financial Statements. The lease of the SCMP and other mining leases are described in note (6) Commerce/Sanseb Joint Venture ("Joint Venture") and in note (7) Synopsis of Real Estate Ownership and Leases of the Notes to the Consolidated Financial Statements. Confirmation Agreements The Company, with Directors' approval, as of the end of each fiscal year, enters into confirmation agreements with Edward L. Machulak as an individual, and not as a Director or Officer of the Company, the Edward L. Machulak Rollover Individual Retirement Account, General Lumber & Supply Co., Inc., and Sylvia Machulak as an individual and for the Sylvia Machulak Rollover Individual Retirement Account, to acknowledge the amount due, the collateral pledged, and other pertinent facts and understandings between the parties. These agreements are filed annually as exhibits to the SEC Form 10-K. 30 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (15) BUSINESS SEGMENTS - ---------------------- The Statement of Financial Accounting Standards No. 131 (SFAS 131), Disclosures about Segments of an Enterprise and Related Information became effective for fiscal years beginning after December 15, 1997. SFAS 131 establishes standards for the way that public business enterprises determine operating segments and report information about those segments in annual financial statements. SFAS 131 also requires those enterprises to report selected information about operating segments in interim financial reports issued to shareholders. SFAS 131 further establishes standards for related disclosure about products and services, geographic areas, and major customers. The Company presently has two reportable segments: mining and other. The mining segment was engaged in the exploration and production of precious metals. The mining processing is temporarily suspended. The other segments are those activities that are combined for reporting purposes. There were no reportable activities in the Internet business; no income and no expenses were recorded. Reference is made to other sections in the annual financial statements for details. The following is a tabulation of unaudited quarterly operating results for 2004 and 2003: Per Share Basic/Diluted Net Fiscal year ended 3/31/04 Operating Revenues Net (Loss) Income/Loss - ------------------------- ------------------ ---------- ----------- First quarter 06/30/04 $0 $(52,188) $(.00) Per Share Basic/Diluted Net Fiscal year ended 03/31/03 Operating Revenues Net (Loss) Income/(Loss) - ------------------------- ------------------ ---------- ------------- First quarter 06/30/03 $0 $(49,873) $(.00) 31 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 (16) UNCERTAINTIES - ------------------- The Company has experienced recurring operating losses since the gold extraction operations have been placed on a hold status. The Company has had no revenues during this phase and is therefore dependent upon raising capital to continue operations. Since the Company has suspended gold production operations as of March 31, 2000, the Company and its shareholders and officers have been able to provide the capital necessary to continue the operations of the Company and the maintenance of the mine and related equipment. However, there is no guarantee that the Company can continue to provide required capital to keep the Company's assets maintained. If the Company was unable to raise sufficient funds, the Company would be unable to pay the employees maintaining its mining equipment in El Salvador, which could result in loss of assets or impairment thereof. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes it has sufficient reserves through loans from its principal officer and through interested accredited investors to continue operations for the coming year. Management is also entertaining joint venture opportunities, and other financing in order to generate sufficient capital to begin the open pit heap leaching operation at the San Sebastian Gold Mine or to process gold at its San Cristobal Mill and Plant. (17) UNAUDITED FINANCIAL STATEMENTS - ------------------------------------ The consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial information included herein is unaudited; however, the Company believes that the information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary to be a fair presentation of the financial position, results of operations, and cash flows for the interim periods. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in connection with the financial statements and the notes thereto included in the Company's latest annual report and the filing of the required Securities and Exchange Commission annual Form 10-K/A. 32 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------ SUBSEQUENT EVENT The financial statements included in this report were reviewed as required under Section 102 of the Sarbanes-Oxley Act of 2002 by an independent public accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB). The purpose for filing this SEC Form 10-Q/A is because the Company's previous independent public accountant was not registered with the PCAOB prior to October 22, 2003. Reference is made to the Company's Form 8-Ks filed on January 21, 2005 and May 6, 2005. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The matters discussed in this report on Form 10-Q/A, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others, the speculative nature of mineral exploration, gold and silver prices, production and reserve estimates, litigation, environmental and government regulations, general economic conditions, conditions in the financial markets, political and competitive developments in domestic and foreign areas in which the Company operates, availability of financing, force majeure events, technological and operational difficulties encountered in connection with the Company's mining activities, labor relations, other risk factors as described from time to time in the Company's filings with the Securities and Exchange Commission and other matters discussed under this reporting category. Many of these factors are beyond the Company's ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise. Should one or more of those risks or uncertainties materialize, or should any underlying assumption prove incorrect, actual results or outcomes may vary materially from those described herein as anticipated, believed, estimated, expected or intended. Management's discussion and analysis ("MD&A") of the financial condition and results of operations of the Company should be read in conjunction with the latest audited consolidated financial statements and the notes thereto. The Company prepares and files its consolidated financial statements and MD&A in United States ("U.S.") dollars and in accordance with U.S. generally accepted accounting principles ("GAAP"). The following discussion provides information on the results of operations, the financial condition, liquidity and capital resources for the first quarter periods ended June 30, 2004 and 2003. The financial statements of the Company and the notes thereto contain detailed information that should be referred to in conjunction with this discussion. 33 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) Overview - -------- The Company is in the precious metals exploration, exploitation, development, production business with at least four formerly operated mines that are located in the Republic of El Salvador, Central America. The Company's objective is to increase shareholder value by increasing its gold and silver ore reserves within the concession/license areas granted to the Company by the Government of El Salvador (GOES) and by processing these reserves to produce gold and silver at an above average profit. Substantial capital expenditures are required to explore, develop and process gold and silver ore. The Company's geologists and engineers believe that its existing precious metal reserves can be substantially increased by continuous exploration. The Company is determined to obtain the capital it requires to produce gold and silver at its San Cristobal Mill and Plant (SCMP) facilities and to construct an open-pit, heap-leach operation on its San Sebastian Gold Mine site which is located approximately two and one half miles off of the Pan American highway northwest of the City of Santa Rosa de Lima in the Department of La Union, El Salvador. The Company has no revenues because it is not in production and it requires funds to purchase the necessary equipment, inventory and working capital to commence processing the 15 million ton ore reserves which should contain approximately 1.5 million ounces of gold. The Company is determined to raise sufficient capital to enter into production. Its alternative is to joint venture, merge, be acquired or enter into a business combination that will benefit all parties concerned. THREE CONCESSIONS: ONE EXPLOITATION AND TWO EXPLORATION MINERAL CONCESSIONS/LICENSES All of the Company's mines and exploration targets are located in the Republic of El Salvador, Central America. The GOES has issued three concessions/licenses to the Company, which are described as follows: RENEWED SAN SEBASTIAN GOLD MINE EXPLOITATION CONCESSION/LICENSE UNDER EL SALVADOR AGREEMENT NUMBER 591 DATED MAY 20, 2004 AND DELIVERED ON JUNE 4, 2004 (RENEWED SSGM) - APPROXIMATELY 1.2306 SQUARE KILOMETERS (304 ACRES) LOCATED IN THE DEPARTMENT OF LA UNION, EL SALVADOR, CENTRAL AMERICA On September 6, 2002, at a meeting held with the El Salvadoran Minister of Economy and the DHM, it was agreed to submit an application for the Renewed SSGM for a 30-year term and to simultaneously cancel the concession obtained on July 23, 1987. On September 26, 2002, the Company filed this application. On February 28, 2003 (received March 3, 2003) the DHM admitted to the receipt of the application and the Company proceeded to file public notices as required by Article 40 of the El Salvadoran Mining Law and its Reform (MLIR). On April 16, 2003, the Company's El Salvadoran legal counsel filed with the DHM notice that it believed that it complied with the requirements of Article 40, and that there were no objections; and requested that the DHM make its inspection 34 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) as required by MLIR Article 42. An inspection by the DHM was made. The Company then provided a bond which was required by the DHM to protect third parties against any damage caused from the mining operations, and it simultaneously paid the annual surface tax. On August 29, 2003 the Office of the Ministry of Economy formally presented the Company with a twenty-year Renewed SSGM which was dated August 18, 2003. On May 20, 2004 (delivered June 4, 2004) the Government of El Salvador under this Agreement Number 591 extended the exploitation concession for a period of thirty (30) years. This Renewed SSGM replaces the collateral that the same parties held with the previous concession. NEW SSGM EXPLORATION CONCESSION/LICENSE UNDER EL SALVADOR RESOLUTION NUMBER 27 (New SSGM) - APPROXIMATELY 40.7694 SQUARE KILOMETERS (10,070 ACRES) LOCATED IN THE DEPARTMENTS OF LA UNION AND MORAZAN, EL SALVADOR, CENTRAL AMERICA On October 20, 2002, the Company applied to the Government of El Salvador through the DHM for the New SSGM, which covers an area of 42 square kilometers and includes approximately 1.2306 square kilometers of the Renewed SSGM. The New SSGM is in the jurisdiction of the City of Santa Rosa de Lima in the Department of La Union and in the Nueva Esparta in the Department of Morazan, Republic of El Salvador, Central America. On February 24, 2003, the DHM issued the New SSGM for a period of four years starting from the date following the notification of this resolution which was received on March 3, 2003. The New SSGM may be extended for two two-year periods, or for a total of eight years. Besides the San Sebastian Gold Mine, the following three other formerly operative gold and silver mines included in the New SSGM are being explored: the La Lola Mine, the Santa Lucia Mine, and the Tabanco Mine. NUEVA ESPARTA EXPLORATION CONCESSION/LICENSE (NUEVA ESPARTA) - 45 SQUARE KILOMETERS (11,115 ACRES) On or about October 20, 2002, the Company filed an application with the Government of El Salvador through the DHM for the Nueva Esparta, which consists of 45 square kilometers north and adjacent to the New SSGM. This rectangular area is in the Departments of La Union (east) and Morazan (west) and in the jurisdiction of the City of Santa Rosa de Lima, El Salvador, Central America. On May 25, 2004 (received June 4, 2004) the Government of El Salvador under Resolution Number 271 issued the exploration concession for a period of four years with a right to request an additional four year extension. An important observation is that these mines form a belt of mineralization following a fault line from the SSGM to the Montemayor Mine for a distance of approximately five miles. Included in the Nueva Esparta are eight other formerly operated gold and silver mines known as: the Grande Mine, the Las Pinas Mine, the Oro Mine, the Montemayor Mine, the Banadero Mine, the Carrizal Mine, the La Joya Mine and the Copetillo Mine. 35 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) HISTORICAL INFORMATION The Company is a U.S. Wisconsin chartered corporation engaged in exploration, exploitation, development and gold and silver production with its primary asset being the San Sebastian Gold Mine (SSGM). The SSGM is located in the Republic of El Salvador, Central America and produced over one million ounces of gold during the 1900-1917 period. The Company became involved as an investor and then as a majority owner. Gold and silver was produced by the Company from mid-1972 through the first quarter of 1978. The suspension was caused by the El Salvador civil unrest which peace pact was entered into in December 1992 conditioned upon meeting the terms during a three-year period. Production of gold and silver commenced on April 1, 1995 and the operations were suspended during the first quarter of 2000 due to the low selling price of gold at that time and the need to retrofit, restore and expand the San Cristobal Mill and Plant (SCMP). The Company presently is seeking funds to restore the SCMP and to set up an open-pit, heap-leach operation at the SSGM site. Its alternative is to joint venture or to enter into a merger or business combination. CRITICAL ACCOUNTING POLICIES AND ESTIMATES - ------------------------------------------ The ensuing discussion and analysis of financial condition and results of operations are based on the Company's unaudited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America and contained within this report on S.E.C. Form 10-Q/A. Certain amounts included in or affecting the Company's financial statements and related disclosures must be estimated, requiring that certain assumptions be made with respect to values or conditions which cannot be made with certainty at the time the financial statements are prepared. Therefore, the reported amounts of the Company's assets and liabilities, revenues and expenses, and associated disclosures with respect to contingent assets and obligations could be affected by these estimates. The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates and units-of-production amortization determination; recoverability and timing of gold production from the heap-leaching process; environmental, reclamation and closure obligations; asset impairments (including estimates of future cash flows); useful lives and residual values of intangible assets; fair value of financial instruments; valuation allowances for deferred tax assets; and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following significant assumptions and estimates affect its more critical practices and accounting policies used in the preparation of its consolidated financial statements. A critical accounting policy is one that is important to the portrayal of the Company's financial condition and results, and requires the Company to make difficult subjective and/or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. The Company believes the following accounting policies are critical policies; accounting for its gold ore reserves, environmental liabilities, income taxes and asset retirement obligations. 36 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions for the reporting period and as of the financial statement date. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Actual results could differ from those amounts. Gold ore reserves include reserves that represent estimated quantities of gold in which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reserves under existing economic and operating conditions. The gold ore reserves are based on estimates prepared by geology and mining consultants and are used to calculate depreciation, depletion and amortization (DD&A) and determine if any potential impairment exists related to the recorded value of the Company's gold ore reserves. Decline in the market price of gold may render certain reserves containing relatively lower grade of mineralization uneconomic to mine. Changes in capital and operating costs including other factors could materially and adversely affect ore reserves. The Company reviews, on an as needed basis, its estimates of costs of compliance with environmental laws and the cleanup of various sites, including sites in which governmental agencies have designated the Company as a potentially responsible party. When it is probable that obligations have been incurred and where a minimum cost or a reasonable estimate of the actual costs of compliance or remediation can be determined, the applicable amount is accrued. Actual costs can differ from estimates due to changes in laws and regulations, discovery and analysis of site conditions and changes in technology. The Company makes certain estimates, which may include various tax planning strategies, in determining taxable income, the timing of deductions and the utilization of tax attributes, which can differ from estimates due to changes in laws and regulations, discovery and analysis of site conditions and changes in technology. Management is required to make judgments based on historical experience and future expectations on the future abandonment cost, net of salvage value, of its mining properties and equipment. The Company reviews its estimate of the future obligation periodically and will accrue the estimated obligation based on the SFAS No. 143 "Account for Asset Retirement Obligations." From time to time, the Company estimates its ore reserves when it is in production. There are a number of uncertainties inherent in estimating quantities of reserves, including many factors beyond the control of the Company. Ore reserve estimates are based upon engineering evaluations of assay values derived from samplings of drill holes and other openings. Additionally, declines in the market price of gold may render certain reserves containing relatively lower grades of mineralization uneconomic to mine. Further, availability of permits, changes in operating and capital costs, and other factors could materially and adversely affect ore reserves. The Company uses its ore reserve estimates in determining the unit basis for mine depreciation and closure rates, as well as in evaluating mine asset impairments. Changes in ore reserve estimates could significantly affect these items. 37 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) The Company at least annually plans to assess its properties and undeveloped mineral claims and leases, if any, for impairment when events or changes in circumstances indicate that the properties may be impaired. For producing properties and equipment, an impairment is recognized when the estimated future cash flows (undiscounted and without interest) expected to result in the use of the asset are less than the carrying amount of that asset. Measurement of the impairment loss is based on discounted cash flows. Undeveloped mineral claims and leases are measured on a fair value basis. Fair value with respect to such mineral interest, pursuant to Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, effective January 1, 2002, would generally be assessed with reference to comparable property sales transaction in the market place. The expected values associated with potential property development are estimated using the traditional net present value analysis of revenues, costs and capital investment cash flow projections discounted at a risk-adjusted rate reflective to the time periods associated with each possible outcome. Assumptions underlying future cash flow estimates are subject to risks and uncertainties. Also, the occurrence of past market transactions does not mean that such comparable amounts would be applicable to the Company's situation. Any differences between significant assumptions and market conditions could have a material effect on the fair value estimate. The amended financial statements for the fiscal year ended March 31, 2004, and prior years reflect and include Commerce Group Corp.'s subsidiaries and the Commerce Group Corp./Sanseb Joint Venture (Joint Venture) on a consolidated basis. Previously, the Company reported the investment in the Joint Venture as advances to the Joint Venture and the Company's advances included the interest earned on these advances in anticipation of the interest being reimbursed. Now these advances are restated and combined with the Company's Consolidated Financial Statements. Although the elimination of interest income reduces the retained earnings, it does not eliminate the interest charged by and earned by the Company which is due and payable to it and which is maintained additionally with a separate accounting. At such time when the profits from the gold mining operation are distributed, the interest earned on these advances will be paid first to the Company pursuant to an agreement entered into by the joint venture parties. GOLD ORE RESERVES The Company's geologists have defined the following San Sebastian Gold Mine gold ore reserves: Tons Average Grade Ounces ---- ------------- ------ Virgin ore 14,404,096 0.081 1,166,732 Stope fill estimated 1,000,000 0.340 340,000 ---------- --------- Totals 15,404,096 1,506,732 The estimated recoverable ounces by processing through the San Cristobal Mill and Plant ranges from 85% to 95%; the recovery of gold from the heap-leaching operations should range from 60% to 70%. 38 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) PRECIOUS METAL MINING STRATEGY The Company has produced gold from 1972 through March 1978 at the SSGM site and from March 31, 1995 through December 31, 1999 at its SCMP. Its SCMP consisted primarily of used equipment that had been installed at its leased site by a previous mining company. The used processing equipment was acquired by the Joint Venture on February 23, 1993, and the SCMP operations were officially suspended as of March 31, 2000. During this period, the price of gold suffered a severe decline. Although while in operation at the SCMP site the Company has on a continuous basis repaired, maintained, modified, and restored the equipment, it presently lacks sufficient funds to retrofit and to expand the SCMP facilities. The Company has temporarily suspended its gold processing until such time as it has adequate funds for the retrofitting, rehabilitation, restoration, overhauling, and most importantly for the expansion of the SCMP facilities. During the last two fiscal periods, the price of gold has increased to a level to place the SCMP into a profitable position. The Company has a number of non-exclusive independent consulting agreements for the purpose of raising the sum of up to U.S. $20 million. The funds are to be used to purchase and install equipment, perform site development, working capital for the SSGM open-pit, heap-leaching operation, and for the retrofit and expansion of the Joint Venture's SCMP. The predominant obstacle in negotiations is to prevent a substantial dilution of the existing shareholders' equity position. Through December 1999, the Joint Venture produced gold primarily from processing the SSGM tailings and from the virgin ore it was excavating from its SSGM open pit. The gold was processed at its SCMP facility which is located approximately 15 miles from the SSGM site. It is contemplating the installation of a pilot open-pit, heap-leaching gold-processing system on the SSGM site. The cone crushing system is being maintained at this site. It also is continuing its SSGM site preparation, the expansion of its exploration and exploitation targets, and the enlargement and development of its gold ore reserves. The Modesto Mine has been placed on a standby exploration program basis pending the advice from its legal counsel relative to the filing of applications for concessions (licenses) on the real estate that it owns in this area. All of the mining properties are located in the Republic of El Salvador, Central America. The Joint Venture will continue its attempts to commence its production of gold from the SSGM site. Its objectives are to have an expanded complementary operation while continuing its endeavor to obtain sufficient funds for the SSGM open-pit, heap-leach operation. The Company's main objective and plan, through the Joint Venture, is to operate at the SSGM site, a moderate tonnage, low-grade, open-pit, heap-leaching, gold-producing mine. It intends to commence this gold-mining operation as soon as adequate funding is in place and providing the gold price remains at or above the current price level. Dependent on the grade of gold ore processed and the funds it is able to obtain, it then anticipates producing annually approximately 10,000 ounces of gold from the SCMP operation and eventually up to 113,000 ounces of gold from its SSGM open-pit, heap-leaching operation. The Joint Venture continues on a limited basis to conduct an exploration program to develop additional gold ore reserves at the SSGM. Since it has the New SSGM and the Nueva Esparta Exploration Concession/License, it is exploring the La Lola Mine, the Tabanco Mine and the Santa Lucia Mine. 39 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) The Company produced gold at the SSGM site from 1972-1978 and the Joint Venture produced gold from March 1995 through December 1999 at the SCMP through a start-up or preliminary operation, which was a forerunner of its greater goals. The Company's revenues, profitability and cash flow are greatly influenced by the price of gold. Gold prices fluctuate widely and are affected by numerous factors which will be beyond the Company's control, such as, expectations for inflation, the strength of the U.S. dollar, overproduction of gold, global and regional demand, acts of terrorism, or political and economic conditions, or for that matter, many other reasons. The combined effect of these and other factors is difficult; perhaps impossible to predict. Should the market price of gold fall below the Company's production costs and remain at such level for any sustained period, the Company could experience losses. The Company believes that neither it, nor any other competitor, has a material effect on the precious metal markets and that the price it will receive for its production is dependent upon world market conditions over which it has no control. RESULTS OF OPERATION FOR THE THREE-MONTH FISCAL PERIOD ENDED JUNE 30, 2004 COMPARED TO THE PERIOD ENDED JUNE 30, 2003 - ------------------------------------------------------------------------ There are no revenues as the Company has suspended its gold production until it is able to procure the funds it requires to rehabilitate, retrofit, overhaul, and expand its SCMP and/or when it has funds to commence an open-pit, heap-leach operation at the SSGM site. The price of gold has stabilized at a price level that could assure a profitable operation. The Company recorded a net loss of $52,188 or $.00 cents per share for the first three months ended June 30, 2004. This compares to a net loss of $49,873 or $.00 cents per share for the fiscal period ended June 30, 2003. There was no current or deferred provision for income taxes during this fiscal period ended June 30, 2004 or 2003. Additionally, even though the Company has an operating tax loss carryforward, the Company has previously recorded a net deferred tax asset due to an assessment of the "more likely than not" realization criteria required by the Statement of Financial Accounting Standards No. 109, Accounting for Taxes. Inflation did not have a material impact on operations in the fiscal periods ended June 30, 2004 or 2003. The Company does not anticipate that inflation will have a material impact on continuing operations during this next fiscal year. Accrued interest expense in the sum of $392,413 was capitalized by the Joint Venture during this fiscal period compared to $334,584 which was capitalized for the same period in 2003, and it was eliminated by reducing the interest income earned from the Joint Venture. Almost all of the costs and expenses incurred by the Company are allocated and charged to the Joint Venture. The Joint Venture capitalizes these costs and expenses and will continue to do so until such time when it is in full production. At the time production commences, these capitalized costs will be charged as an expense based on a per unit basis. If the prospect of gold production becomes unlikely, all of these costs will be written off in the year that this occurs. 40 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) FINANCING ACTIVITIES, LIQUIDITY AND CAPITAL RESOURCES - ----------------------------------------------------- As of December 31, 1999 (effective March 31, 2000), the Joint Venture suspended its SCMP operations until such time as it has adequate funding to repair, retrofit, overhaul and expand the mill to process its gold ore, and at such time that the price of gold will stabilize at a higher price. After almost five years of 24-hour-per-day operation with used equipment, the plant requires a major overhaul. At that time the low price of gold did not provide an adequate cash reserve for these needs. Additional equipment has to be purchased, delivered and installed. The Company will endeavor to commence an open-pit, heap-leaching operation at the SSGM as there is a substantial amount of gold ore that grades less than 0.04 ounces per ton. The Company's engineers had determined that a 2,000 ton-per-day open-pit, heap-leach, start-up operation may produce 1,280 ounces of gold per month. It is necessary to raise adequate funds from outside sources for this operation; the amount required is dependent on the targeted daily volume of production. 41 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) The Company estimates that it will need up to U.S. $17 million to start a 2,000 ton-per-day open-pit, heap-leaching operation. Eventually the production capacity would be increased in stages to 6,000 tons per day so that annual production could be 113,000 ounces of gold at the SSGM. The use of the $17,000,000 proceeds is as follows: $8,250,000 for mining equipment and the completion of erecting a crushing system; $3,783,548 for the processing equipment and site and infrastructure costs; and a sum of $4,966,452 is to be used for working capital. The once depressed price of gold has substantially increased during the last two years. The Company's current incredibly low common share market price is a major deterrent in raising funds for the Company's needs. The Company continues to be cognizant of its cash liquidity until it is able to produce adequate profits from its SSGM gold production. It will attempt to obtain sufficient funds to assist the Joint Venture in placing the SSGM into production as the anticipated profits from the existing SCMP operation (unless accumulated over a period of time) appear insufficient to meet the SSGM capital and the other mining exploration requirements. In order to continue obtaining funds to conduct the Joint Venture's exploration, exploitation, development, expansion programs, and the production of gold from the SSGM open-pit, heap-leaching operation, it is necessary for the Company to obtain funds from other sources. In order for the Company to reach its goal of gold production, it may have to borrow funds by issuing open-ended, secured, on-demand or unsecured promissory notes, by selling its shares to its directors, officers and other interested accredited investors, or by entering into a joint venture, merging, or developing an acceptable form of a business combination with other companies. During the past, the Joint Venture was engaged in exploration, exploitation and development programs designed to increase its gold ore reserves. The prospects of expanding the gold reserves with the recent acquired concession/license are extremely positive. The Company believes that the past invested funds significantly contributed to the value of the SSGM and to the value of its other mining prospects as the results of the exploratory efforts evidence the potential for a substantial increase of gold ore reserves. The Company was unable to obtain sufficient funds during this fiscal period to complete the modification and expansion of the SCMP or for its open-pit, heap-leach operation. However, the Company did invest funds during this fiscal period which were used for a limited exploration program to progress the erection of the cone crushing system, and to maintain the SCMP. The Company continues to rely on its directors, officers, related parties and others for its funding needs. The Company believes that it may be able to obtain such short-term and/or equity funds as are required from similar sources as it has in the past. It further believes that the funding needed to proceed with the continued exploration of the other exploration targets for the purpose of increasing its gold ore reserves 42 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) will be greatly enhanced if the price of gold continues to increase. These exploration programs will involve airborne geophysics, stream chemistry, geological mapping, trenching, drilling, etc. The Joint Venture believes that it may be able to joint venture or enter into other business arrangements to share these exploration costs with other entities. From September 1987 through June 30, 2004, the Company has advanced the sum of $45,338,278 to the Joint Venture (which includes interest charges payable to the Company), and three of the Company's subsidiaries have advanced the sum of $590,265, for a total of $45,928,543. This investment includes the charge of $28,090,512 for interest expense during this period of time. The funds invested in the Joint Venture were used primarily for the exploration, exploitation, and development of the SSGM, for the construction of the Joint Venture laboratory facilities on real estate owned by the Company near the SSGM site, for the operation of the laboratory, for the purchase of a 200-ton per day used SCMP precious metals' cyanide leaching mill and plant, for the initial retrofitting, repair, modernization and expansion of its SCMP facilities, for consumable inventory, for working capital, for exploration and holding costs of the San Felipe-El Potosi Mine, the Modesto Mine, the Hormiguero Mine, and the Montemayor Mine, for SSGM infrastructure, including rewiring, repairing and installation of about two miles of the Company's electric power lines to provide electrical service, for the purchase of equipment, laboratory chemicals, and supplies, for parts and supply inventory, for the maintenance of the Company-owned dam and reservoir, for extensive road extension and preservation, for its participation in the construction of a community bridge, for community telephone building and facilities, for a community place of worship, for the purchase of the real estate on the Modesto Mine, for leasing the Montemayor real estate, for the purchase and erection of a cone crushing system, for diamond drilling at the SSGM, for the purchase of a rod mill and a carbon regeneration system, for holding and standby maintenance costs, for the acquisition of the three concession/licenses, and all other related needs. ACCOUNTING POLICIES AND ESTIMATES - --------------------------------- The ensuing discussion and analysis of financial condition and results of operations are based on the Company's consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America and contained within this report on S.E.C. Form 10-Q/A. Certain amounts included in or affecting the Company's financial statements and related disclosures must be estimated, requiring that certain assumptions be made with respect to values or conditions which cannot be made with certainty at the time the financial statements are prepared. Therefore, the reported amounts of the Company's assets and liabilities, revenues and expenses, and associated disclosures with respect to contingent assets and obligations are necessarily affected by these estimates. The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates and units-of-production amortization determination; recoverability and timing of 43 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) gold production from the heap-leaching process; environmental, reclamation and closure obligations; asset impairments (including estimates of future cash flows); useful lives and residual values of intangible assets; fair value of financial instruments; valuation allowances for deferred tax assets; and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company adopted Statement of Financial Accounting Standards No. 128 (SFAS128), Earnings per Share in prior years. SFAS128's objective is to simplify the computation of earnings per share (EPS) and to make the U.S. standard more compatible with that of other countries and the International Accounting Standards Committee. SFAS128 supersedes APB Opinion 15, replacing the presentation of "primary" and "fully diluted" EPS with "basic" and "diluted" EPS. Reference is made to earnings (loss) per share in the financial statements for details. The financial statements for the quarterly periods ended June 30, 2004 and 2003 and prior years reflect and include Commerce Group Corp.'s subsidiaries and the Commerce Group Corp./Sanseb Joint Venture (Joint Venture) on a consolidated basis. Prior to the fiscal year ended March 31, 1997, the Company reported the investment in the Joint Venture as advances to the Joint Venture and the Company's advances included the interest earned on these advances in anticipation of the interest being reimbursed. Now these advances are restated and combined with the Company's Consolidated Financial Statements. Although the elimination of interest income reduces the retained earnings, it does not eliminate the interest charged by and earned by the Company which is due and payable to it and which is maintained additionally with a separate accounting. At such time when the profits from the gold mining operation are distributed, the interest earned on these advances will be paid first to the Company pursuant to an agreement entered into by the joint venture parties. EMPLOYEES - --------- As of June 30, 2004, the Joint Venture employed between 40 and 50 full-time persons in El Salvador to perform its limited exploration, exploitation, and development programs; to erect the cone crushing system, to provide 24-hour seven-day-a-week security at three different sites; to provide engineering, geology, drafting, and computer-related services; and to handle the administration of its activities. None of these employees are covered by any collective bargaining agreements. It has developed a harmonious relationship with its employees, and it believes that in the past, it was one of the largest single non-agricultural employers in the El Salvador Eastern Zone. Also, the Company employs up to four persons, including part-time help, in the United States. Since the Joint Venture has laid off most of its employees, the Joint Venture had to pay the severance pay and other benefits to its employees and therefore it had to sell and continues to sell the Company's common shares which were issued to the Commerce Group Corp. Employee Benefit Account. El Salvador employees are entitled to receive severance pay, which is based on one month's pay for each year of employment. 44 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) RELATED PARTY LOANS, OBLIGATIONS AND TRANSACTIONS - ------------------------------------------------- The related party transactions are included in detail in the Notes to the Consolidated Financial Statements. COMPANY ADVANCES TO THE JOINT VENTURE - ------------------------------------- Since September 1987 through June 30, 2004, the Company, and three of its subsidiaries, have advanced to the Joint Venture $45,928,543. Included in the total advances is the interest charged to the Joint Venture by the Company which amounts to $28,090,512 through June 30, 2004. The Company furnishes all of the funds required by the Joint Venture. This interest expense charge has been eliminated from these financial statements. EFFORTS TO OBTAIN CAPITAL - ------------------------- Since the concessions were granted, and through the present time, substantial effort is exercised by the Directors and Officers in attempting to secure funding through various sources, all with the purpose to refurbish and expand the operations of the SCMP, to construct an open-pit heap-leach operation at the SSGM site, and to continue the exploration of its other mining prospects. The Company, Sanseb, and the Joint Venture consider the past political situation in the Republic of El Salvador to have been unstable, and believe that the final peace declaration on December 16, 1992, has put an end to the conflict. Even though many years have passed, the stigma of the past unfavorable political status in the Republic of El Salvador exists and therefore certain investors continue to be apprehensive to invest the funds required. However, as explained in this report, the Company was able to obtain a sum of funds to invest in the expansion and retrofitting of its SCMP and for the exploration of its other mining prospects. The decline in the Company's stock market price places the Company in a situation of substantially diluting its common shares if it wants to raise equity capital via the sale of its shares. The Company believes that it will be able to obtain adequate financing to conduct its operations from the same sources as in the past. There are no assurances that funds will be available, except at this time, there is a greater world-wide interest in the ownership of gold. The price of gold has increased substantially during this past fiscal year which should encourage investors to invest in gold mining companies. ENVIRONMENTAL REGULATIONS - ------------------------- The Company's operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which the Company operates. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, product safety, occupational health and the production, handling, storage, use and disposal of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. However, some risk of environmental or other damage is inherent in the business of the Company, as it is with other companies engaged in similar businesses. 45 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) The DHM requires environmental permits to be issued in connection with the application of the Renewed SSGM. The issuance of these permits are under the jurisdiction of the El Salvador Ministry of Environment and Natural Resources Office (MARN). On October 15, 2002, MARN issued an environmental permit under Resolution 474-2002 for the SCMP. On October 20, 2002, MARN issued an environmental permit under Resolution 493-2002 for the Renewed SSGM Exploitation area. GUARANTEES - ---------- The Company has provided the Government of El Salvador with the following guarantees on September 27, 2002: three-year guarantees were issued by the Banco Agricola, S.C. on behalf of the Company to the Ministry of Environment and Natural Resources; Guarantee No. 1901-0000059-8 was issued for the San Cristobal Mill and Plant in the sum of $771.49; and Guarantee No. 1901-0000069-7 was issued for the Renewed SSGM in the sum of $14,428.68. On July 10, 2003 a one-year third party liability guarantee in the sum of $42,875.14 expiring July 10, 2004 was issued by Compania Anglo Salvadorena de Seguros, S.A. on behalf of the Company to the Ministry of Economy's Office of the Department of Hydrocarbons and Mines. DIVIDENDS - --------- For the foreseeable future, it is anticipated that the Company will use all of its earnings to finance its growth and expansion, therefore, dividends will not be paid to shareholders. IMPACT OF INFLATION - ------------------- The impact of inflation on the Company has not been significant in recent years because of the relatively low rates of inflation and deflation experienced in the United States. RECENTLY ISSUED ACCOUNTING DEVELOPMENTS - --------------------------------------- Reference is made to Note 4 in the financial statements included with this report. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - ------------------------------------------------------------------- COMMODITY PRICES - ---------------- When in production, the Company's earnings and cash flow will be significantly impacted by changes in the market price of gold. Gold prices can fluctuate widely and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, and the strength of the U.S. dollar relative to other currencies. During the last five years, the average annual market price of gold has fluctuated between $270 per ounce and $375 per ounce. The Company has not been engaged in any hedging contracts whatsoever. 46 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) DEBT OWED TO RELATED PARTIES - ---------------------------- As of June 30, 2004, the Company's debt secured and payable to related parties was $9,851,488 and to others $252,963, compared to June 30, 2003, when the Company's debt payable to related parties was $8,423,537 and to others $231,307. All of the debt is subject to interest at a rate of two to four percent over the prime rate, but not less than sixteen percent, payable monthly and as more fully described in the financial statements. FOREIGN CURRENCY - ---------------- The Company conducts the majority of its operations in the Republic of El Salvador, Central America. Currently, El Salvador is on the U.S. dollar system, and therefore all receipts and expenditures since January 1, 2001 are in U.S. dollars. ITEM 4. CONTROLS AND PROCEDURES - -------------------------------- Evaluation of Disclosure Controls and Procedures The Company maintains a system of disclosure controls and procedures. The term "disclosure controls and procedures," as defined by regulations of the Securities and Exchange Commission ("SEC"), means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Securities Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits to the SEC under the Act is accumulated and communicated to the Company's management, including its principal executive officer and its principal financial officer, as appropriate to allow timely decisions to be made regarding required disclosure. The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K and have concluded that the Company's disclosure controls and procedures are effective as of the date of such evaluation. Changes in Internal Control Over Financial Reporting The Company also maintains a system of internal controls. The term "internal controls," as defined by the American Institute of Certified Public Accountants' Codification of Statement on Auditing Standards, AU Section 319, means controls and other procedures designed to provide reasonable assurance regarding the achievement of objectives in the reliability of the Company's financial reporting, the effectiveness and efficiency of the Company's operations and the Company's compliance with applicable laws and regulations. There have been no changes in the Company's internal controls or in other factors during this first fiscal quarter that could significantly affect the Company's internal control over financial reporting. 47 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q/A - JUNE 30, 2004 PART I - FINANCIAL INFORMATION (CONTINUED) ITEM 5. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------------------------------------------------------------------------ SUBSEQUENT EVENT The financial statements included in this report were reviewed as required under Section 102 of the Sarbanes-Oxley Act of 2002 by an independent public accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB). The purpose for filing this SEC Form 10-Q/A is because the Company's previous independent public accountant was not registered with the PCAOB prior to October 22, 2003. Reference is made to the Company's Form 8-Ks filed on January 21, 2005 and May 6, 2005. There has been a change in the Company's certified public accountant which resulted from the previous certified public accountant who audited and certified the Company's March 31, 2004 financial statements not being registered with the Public Company Accounting Oversight Board (PCAOB) as is required by Section 102 of the Sarbanes-Oxley Act of 2002. Therefore, the financial statements for the Company's fiscal year ended March 31, 2004 were regarded as being incomplete. In order to correct the deficiency the Company on January 18, 2005 engaged a certified public accountant from Las Vegas, Nevada. The Company on January 21, 2005 filed an 8-K notifying that the previous accountant resigned and that the Company engaged its new independent accountant. The March 31, 2004 audit report prepared by the previous accountant did not contain an adverse opinion or was qualified or modified as to uncertainty audit scope or accounting principles. There were no disagreements with the previous accountant on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. After a lapse of time and upon preliminary review of the Company's financial records the new Las Vegas accountant explained that his firm did not have the capacity and time to audit the Company's financial statements within the due date time frame. This CPA firm referred the Company to Chisholm, Bierwolf & Nilson, LLC, Certified Public Accountants. on May 6, 2005, the Company filed with the U.S. Securities and Exchange Commission a Form 8-K explaining that on May 2, 2005 it engaged the accounting firm of Chisholm, Bierwolf & Nilson, LLC as independent certified accountants and simultaneously accepted the resignation of the Las Vegas accounting firm. For more details, reference is made to the SEC Form 8-Ks filed on January 21, 2005 and May 6, 2005. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - ------------------------------------------------------------------------ Some of the statements contained in this report are forward-looking unaudited statements, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements by reason of factors such as production at the Company's mines, changes in operating costs, changes in general economic conditions and conditions in the financial markets, changes in demand and prices for the products the Company produces, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments in areas in which the Company operates and technological and operational difficulties encountered in connection with mining. Many of these factors are beyond the Company's ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise. 48 COMMERCE GROUP CORP., ITS SUBSIDIARIES, AND THE JOINT VENTURE S.E.C. FORM 10-Q - JUNE 30, 2004 PART II - OTHER INFORMATION Item 1. Legal Proceedings None pending. Item 2. Changes in Securities Reference is made to the financial statements which explain the number of common shares and stock options issued during this three-month period ended June 30, 2004. Item 3. Default Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None, except the routine business matters included in the proxy statement to be submitted to the shareholders of record as of August 18, 2004 relating to an annual meeting of shareholders to be held on October 15, 2004. Reference is made to the proxy statement filed with the Securities and Exchange Commission on July 26, 2004 for disclosure of the details. Item 5. Other Information The financial statements included in this report were reviewed as required under Section 102 of the Sarbanes-Oxley Act of 2002 by an independent public accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB). The purpose for filing this SEC Form 10-Q/A is because the Company's previous independent public accountant was not registered with the PCAOB prior to October 22, 2003. Reference is made to the Company's Form 8-Ks filed on January 21, 2005 and May 6, 2005. Also, reference is made to Part I, Item 5. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 49 Item 6(a). Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description of Exhibit ----------- ----------------------- 31.1* Certification of President, Treasurer, Chief Executive, Operating and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Executive Vice President and Secretary pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of President, Treasurer, Chief Executive, Operating and Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of the Executive Vice President and Secretary pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *Filed herewith (b) Reports on Form 8-K On June 14, 2004 a Form 8-K was filed with the Securities and Exchange Commission to report that the Company was granted two additional concessions/licenses from the El Salvador Government. 50 SIGNATURE --------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant/Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMERCE GROUP CORP. Registrant/Company /s/ Edward L. Machulak Date: October 21, 2005 ______________________________________ Edward L. Machulak President, Chief Executive, Operating and Financial Officer and Treasurer 51 EX-31 2 ex311604.txt EXHIBIT 31.1 - CERT. OF CEO (SECTION 302) EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE, OPERATING AND FINANCIAL OFFICER PURSUANT TO RULE 13(a)-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward L. Machulak, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Commerce Group Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 21, 2005 /s/ Edward L. Machulak ----------------------------------- Edward L. Machulak Chairman, President, Treasurer, Chief Executive, Operating and Financial Officer 52 EX-31 3 ex312604.txt EXHIBIT 31.2 - CERT. OF EXEC. V.P./SEC. (SECTION 302) EXHIBIT 31.2 CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND SECRETARY PURSUANT TO RULE 13(a)-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward A. Machulak, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Commerce Group Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 21, 2005 /s/ Edward A. Machulak --------------------------- Edward A. Machulak Executive Vice President, and Secretary 53 EX-32 4 ex321604.txt EXHIBIT 32.1 - CERT. OF CEO (SECTION 906) EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE, OPERATING AND FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Quarterly Report of Commerce Group Corp. (the "Company") on Form 10-Q for the first quarterly period ending June 30, 2004 (the "Report") for the purpose of complying with Rule 13a-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. I, Edward L. Machulak, Chairman, President, Treasurer, Chief Executive, Operating and Financial Officer of Commerce Group Corp., (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. the Form 10-Q of the Company for the first quarterly period ended June 30, 2004, (the "Form 10-Q"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: October 21, 2005 /s/ Edward L. Machulak ----------------------------- Edward L. Machulak Chairman, President, Treasurer, Chief Executive, Operating and Financial Officer 54 EX-32 5 ex322604.txt EXHIBIT 32.2 - CERT. OF EXEC. V.P./SEC. (SECTION 906) EXHIBIT 32.2 CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND SECRETARY PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Quarterly Report of Commerce Group Corp. (the "Company") on Form 10-Q for the first quarterly period ending June 30, 2004 (the "Report") for the purpose of complying with Rule 13a-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. I, Edward A. Machulak, Executive Vice President and Secretary of Commerce Group Corp., (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. the Form 10-Q of the Company for the first quarterly period ended June 30, 2004, (the "Form 10-Q"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: October 21, 2005 /s/ Edward A. Machulak ------------------------------ Edward A. Machulak Executive Vice President, and Secretary 55 -----END PRIVACY-ENHANCED MESSAGE-----