8-K

                               UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                                FORM 8-K

                             CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported) March 7, 2008

                          COMMERCE GROUP CORP.
     ---------------------------------------------------------------
         (Exact name of registrant as specified in its charter)

     Wisconsin                     1-7375                  39-6050862
- -------------------------------------------------------------------------
(State or other           (Commission File Number)       (IRS Employer
 jurisdiction of                                      Identification No.)
of incorporation)

         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
                                               fax:  (414) 462-5312


                             Not Applicable
- -------------------------------------------------------------------------
      (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:

____  Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)

____  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

____  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

____  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

                                   1



ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Commerce Group Corp. and Manti Holdings LLC entered into an agreement on
March 7, 2008.  The general terms of the understanding reached between
Commerce Group Corp. and Manti Holdings LLC are stated in Exhibit 99.1
attached hereto and incorporated herein by reference.

Item 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

           (d)  Exhibits.

                 99.1  General terms of the agreement by and between
                       Commerce Group Corp. and Manti Holdings LLC dated
                       March 7, 2008.


                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed  on its behalf by the
undersigned hereunto duly authorized.


                              COMMERCE GROUP CORP.
                              (Registrant)

                              /s/ Edward A. Machulak
Date:  March 11, 2008         _____________________________________
                              By:  Edward A. Machulak, President

                                   2

EX-99

                          MANTI HOLDINGS, INC.

March 7, 2008

Mr. Edward A. Machulak, President
Commerce Group Corp.
6001 North 91st Street
Milwaukee, Wisconsin 53225-1795

Dear Ed:

The purpose of this letter is to state the general terms of the
understanding reached between Manti Holdings LLC ("Manti") and Commerce
Group Corp. ("Commerce").

1.   $30,000 Option Payment:
     -----------------------
     Manti Resources will pay Commerce the sum of $30,000 for an
     exclusive 30 day option period to conduct a more detailed review of
     the San Sebastian Property.

2.   $1,300,000 Equity Investment in Commerce:
     -----------------------------------------
     At the conclusion of the 30 day Option period Manti (or a
     subsidiary) will have the right, subject to the approval of
     Commerce's shareholders, to purchase 1,300,000 shares of Commerce's
     common stock at $1.00 per share, or a total of $1,300,000.  Manti
     understands that these shares will be restricted pursuant to the
     rules of the SEC.  The $1,300,000 payment would be made in
     installments spread over six months, and will include:

     a.  $150,000 ($25,000 per month) for 6 months of Commerce's project
         holding costs (in El Salvador),

     b.  $150,000 ($25,000 per month) for 6 months of Commerce's working
         capital, at Commerce Group's discretion, and

     c.  $1,000,000 for short term project evaluation expenditures.
         Manti will direct Commerce's use of these funds and in addition,
         will provide project management resources.  Manti expects that
         these funds will be used for resource evaluation/development
         drilling ($625,000), contract geologic services and management
         ($100,000), technical evaluation of Commerce's San Cristobal
         Mill ($25,000), land tenure and political risk review and
         assessment ($25,000), permits and environmental regulations
         review ($25,000), metallurgical studies ($25,000),
         prefeasibility scoping study ($75,000), district scale geologic
         evaluation, ($50,000), and district scale geophysics, air photo
         & satellite imaging ($50,000).

3.   Manti's Option after Six Month Evaluation:
     ------------------------------------------
     By the end of the six months described in paragraph 2, Manti will
     decide whether to acquire the San Sebastian assets owned by
     Commerce.  These assets include Commerce's interests in San
     Sebastian Gold Mine, Inc, the New San Sebastian Gold Mine
     Exploitation Concession/license, the New San Sebastian Gold Mine
     Exploration Concession, the Nueva Esparta Exploration Concession,
     the mill facilities, the SCMP lease, real estate at the Modesto and
     Montemayor Mines and any other related El Salvadoran assets held by
     Commerce.  In order to exercise this second option Manti will pay
     Commerce the sum of $2,000,000 and commit to the following:

     a.  Manti will spend $4,000,000 over a period of two years after
         exercising the option to purchase to secure a positive bankable
         feasibility study.  If Manti fails to spend this $4,000,000 over
         the two year period after exercising the option to purchase, the
         balance would be paid to Commerce.  Commerce will not be obliged
         to contribute to Manti's expenditures.


P.O. Box 2907 . Corpus Christi, Texas 78403 . Office:  (361) 888-7708 .
Fax:  (361) 866-8059 . info@mantires.com





     b.  Manti will pay Commerce 10% of the Net Smelter Return ("NSR")
         paid from initial production up to the sum of $15,000,000;

     c.  Manti will pay Commerce 3% NSR paid after the initial royalty of
         $15,000,000 is reached.  This royalty will increase to 4% NSR at
         such a time when the gold price exceeds $1,200 per ounce,
         indexed by the current gold price and a mutually agreed to cost
         index

4.   Manti has already sent Commerce a check in the amount of $30,000.
     Within the next 30 days, Manti will be sending you a Letter of
     Intent for your shareholder approval.

Best Regards.

David Fraser

/s/ David Fraser