Form SB-2/A for Commerce Development

SB-2/A 1 commercedevsb2a.htm Form SB-2/A for Commerce Development

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
Amendment No. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMMERCE DEVELOPMENT CORPORATION, LTD.
(Exact name of the registrant as specified in its charter)

Maryland 8742 33-0843696
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

8880 Rio San Diego Drive, 8th Floor 8880 Rio San Diego Drive, 8th Floor
San Diego, California 92108 San Diego, California 92108
(619) 209-6035 (619) 209-6035
(Address and telephone number of principal (Address of principal place of business
executive offices) or intended principal place of business)

Mr. Andrew E. Mercer
8880 Rio San Diego Drive, 8th Floor
San Diego, California 92108
(619) 209-6035 (Office)
(619) 209-6078 (Facsimile)
(Name, address and telephone number of agent for
service)

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement has been declared
effective.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]

CALCULATION OF REGISTRATION FEE
-------------------------------------- ------------------ --------------------- ---------------------- -------------
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount To Offering Price Aggregate Registration
Securities To Be Registered Be Registered Per Share (1) Offering Price Fee
-------------------------------------- ------------------ --------------------- ---------------------- -------------
Common Stock, par value $0.001 per 1,370,450 $1.50 $2,055,675 189.12
share
-------------------------------------- ------------------ --------------------- ---------------------- -------------
Total Registration Fee 189.12
-------------------------------------- ------------------ --------------------- ---------------------- -------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes 714,250 shares being sold by selling stockholders and 656,200
shares being spun-off to shareholders of the Mercer Group, Inc. The shareholders
will offer their shares at $1.50 per share until our shares are quoted on the
OTC Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices. We will not receive proceeds from the sale of shares from the
selling shareholders.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a) may
determine.

PROSPECTUS
COMMERCE DEVELOPMENT CORPORATION, LTD.

Selling shareholders are offering up to 714,250 shares of common stock. We are
also distributing in a spin off 656,200 shares of common stock currently issued
and outstanding and owned by the Mercer Group to shareholders of the Mercer
Group, Inc. Shareholders of Mercer Group will receive one share of our common
stock for each ten shares of Mercer Group common stock that they hold as of the
record date for the distribution. Mr. Andrew Mercer has waived his right to this
distribution. The record date for the distribution will correspond to the
effective date of the registration statement. Distribution of the common stock
to Mercer Group shareholders will be made within 30 days of the date of this
prospectus. These shareholders will offer their shares at $1.50 per share until
our shares are quoted on the OTC Bulletin Board and thereafter at prevailing
market prices or privately negotiated prices. We will not receive proceeds from
the sale of shares from these shareholders.

Prior to this offering, there has been no market for our securities. Our common
stock is not now listed on any national securities exchange, the NASDAQ stock
market, or the OTC Bulletin Board. There is no guarantee that our securities
will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree
of risk and should be considered only by persons who can afford the loss of
their entire investment. There is substantial doubt about our ability to
continue as a going concern. See "Risk Factors" beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

------------------------------- ----------------------- --------------------- ----------------- -----------------
Price to Public (1) Underwriting Estimated Proceeds to
Discounts and Offering Company
Commissions (2) Expenses (3)
------------------------------- ----------------------- --------------------- ----------------- -----------------
Per Share
------------------------------- ----------------------- --------------------- ----------------- -----------------
Until qualified for quotation $1.50 N/A N/A
on bulletin board
------------------------------- ----------------------- --------------------- ----------------- -----------------
After qualified for quotation Prevailing market N/A N/A
on bulletin board prices or privately
negotiated prices
------------------------------- ----------------------- --------------------- ----------------- -----------------
Total $0.0 $0.0 $210,000 $0.0
------------------------------- ----------------------- --------------------- ----------------- -----------------

--------------------------
(1) The offering price has been arbitrarily determined and does not bear any
relationship to our assets, results of operations, or book value, or to any
other generally accepted criteria of valuation. The offering price for the
selling shareholders' shares has been determined solely by management.
(2) There are no underwriting commissions involved in this offering.
(3) We have agreed to pay all the costs of this offering. Selling shareholders
will pay no offering expenses.

The date of this prospectus is ________, 2003.

TABLE OF CONTENTS

SUMMARY INFORMATION AND RISK FACTORS...........................................5
RISK FACTORS................................................................7
Our poor financial condition raises substantial doubt about our ability to
continue as a going concern. You will be unable to determine whether we
will ever become profitable.................................................7

Our management decisions are made by our CEO and President, Mr. Mercer and
our CFO, Mr. Medina; if we lose their services, our ability to generate
revenues may be reduced.....................................................7

Insiders control our activities and may cause us to act in a manner that is
most beneficial to such insiders and not to outside shareholders............7

Because there is not now and may never be a public market for our common
stock, investors may have difficulty in reselling their shares..............8

Certain Maryland corporation law provisions could prevent a potential
takeover of us that could adversely affect the price of our common stock or
deprive you of a premium over the price.....................................8

Because we do not have an audit or compensation committee, shareholders
will have to rely on the entire board of directors, some members of which
are not independent, to perform these functions.............................8
USE OF PROCEEDS................................................................9
DETERMINATION OF OFFERING PRICE................................................9
DILUTION......................................................................10
SELLING SHAREHOLDERS..........................................................10
PLAN OF DISTRIBUTION..........................................................13
THE SPIN-OFF..................................................................14
LEGAL PROCEEDINGS.............................................................16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS.................17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................18
DESCRIPTION OF SECURITIES.....................................................20
INTEREST OF NAMED EXPERTS.....................................................21
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
LIABILITIES...................................................................21
DESCRIPTION OF BUSINESS.......................................................21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................26
DESCRIPTION OF PROPERTY.......................................................29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................29
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......................31
EXECUTIVE COMPENSATION........................................................34
FINANCIAL STATEMENTS.........................................................F-1
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE....................................................................35

SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

The prospectus summary contains a summary of all material terms of the
prospectus. You should carefully read all information in the prospectus,
including the financial statements and their explanatory notes, under the
Financial Statements section beginning on page F-1 prior to making an investment
decision. In addition, you should consult your tax, legal, or business advisor
before making an investment.

Organization

We were incorporated as a Maryland corporation on May 13, 1998 with the name of
Majestic Financial, Ltd. On April 29, 2002, we changed our name to Commerce
Development Corporation, Ltd.

We are a development stage company. From our inception on May 13, 1998 to
September 30, 2003, we have used $ 53,526 in operating activities and $
242,635 in investing activities.

To finance these uses we received $ 175,250 through the sale of common stock,
$15,500 of advances from shareholders, and $107,419 from the Company's former
owner through September 30, 2003. As a result, at September 30, 2003 we had a
net working capital deficit of $13,492.

Business

Our goal is to offer assistance to pre-initial public offering companies seeking
to develop their businesses to the point where a realistic exit strategy of
merger, acquisition or an initial public offering can be achieved. Our overall
objective is to become a highly focused and successful leading business
consulting firm specializing in high quality small to mid-cap companies and
privately-held pre-initial public offering clients that serve large unmet market
demands.

Corporate Information

Our principal executive offices are located at 8880 Rio San Diego Drive, 8th
Floor, San Diego, California 92108. Our telephone number is (619) 209-6035 and
fax number is (619) 209-6078.

The Offering by Selling Stockholders

As of the date of this prospectus, we had 21,365,500 shares of common stock
issued and outstanding, giving effect to a 1 share for 10 share reverse split in
August 2002.

Selling shareholders are offering up to 714,250 shares of common stock. The
selling shareholders will offer their shares at $1.50 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices. We will pay all expenses of registering the
securities, estimated at approximately $210,000. We will not receive any
proceeds of the sale of these securities.

The Spin Off

We are also distributing in a spin off 656,200 shares of common stock currently
issued and outstanding and owned by the Mercer Group to shareholders of the
Mercer Group, Inc. Shareholders of Mercer Group will receive one share of our
common stock for each ten shares of Mercer Group common stock that they hold as
of the record date for the distribution. Mr. Andrew Mercer, who owns 8,000,000
of the 14,562,000 shares of the Mercer Group that are issued and outstanding has
waived his right to this distribution. The record date for the distribution will
correspond to the effective date of the registration statement. Distribution of
the common stock to Mercer Group shareholders will be made within 30 days of the
date of this prospectus.

As a result of the Spin-Off to the stockholders of Mercer Group, we will acquire
approximately 150 stockholders, in addition the stockholders we already have.
This is a desirable goal because in our view the more widely-held our stock, the
better for our stockholders in providing liquidity for our shares. As a result
of the spin-off our common stock may be publicly traded, and we believe that
this will improve our access to the capital markets for additional growth
capital. We can offer no assurances that an active market for our securities
will develop.

Financial Summary

Because this is only a financial summary, it does not contain all the financial
information that may be important to you. Therefore, you should carefully read
all the information in this prospectus, including the financial statements and
their explanatory notes before making an investment decision.

FINANCIAL SUMMARY INFORMATION

The following table sets forth selected financial information, which should be
read in conjunction with the information set forth under "Management Discussion
and Analysis" and the accompanying consolidated Financial Statements of the
Company and related notes includes elsewhere in this prospectus.

Income Statement Data

Nine month period Year ended
ended September 30, 2003 December 31, 2002
(Unaudited) (Audited)

Revenue $ - $ -
------------ ------------
Expenses 98,251 245,857
------------ ------------
Net Profits (Losses) (98,251) (126,042)
------------ ------------

Balance Sheet Data

Nine month period Year ended
ended September 30, 2003 December 31, 2002
(Unaudited) (Audited)

Working Capital (deficit) $ (13,492) $ (3,942)
------------ ------------
Total Assets 7,233 15,915
------------ ------------
Total Liabilities 15,500 13,931
------------ ------------
Shareholder's Equity (Deficit) (8,267) 1,984
------------ ------------

Our auditors have expressed substantial doubt regarding our ability to continue
as a going concern.

RISK FACTORS

In addition to the other information provided in this prospectus, you should
carefully consider the following risk factors in evaluating our business before
purchasing any of our common stock.

Our poor financial condition raises substantial doubt about our ability to
continue as a going concern. You will be unable to determine whether we will
ever become profitable.

We are a development stage company. From our inception on May 13, 1998 to
September 30, 2003, we have used $ 53,526 in operating activities and $ 242,635
in investing activities which represents 296,461. To finance these uses we
received $ 175,250 through the sale of common stock, $15,500 of advances from
shareholders, and $107,419 from the Company's former owner through September 30,
2003. As a result, at September 30, 2003 we had a net working capital deficit of
$13,492.

As of September 30, 2003, we had cash on hand of approximately $2,008, which is
sufficient to satisfy our operating requirements through the next 12 months,
assuming we commence no significant operations. To satisfy our operating
requirements through September 30, 2004, we estimate that we will need an
additional $680,000. If we do not secure this additional debt or equity
financing, we will be unable to develop our business plan. We currently have no
clients and have no commitment for additional debt or equity financing. We have
no plan in place that will eliminate this risk. We intend to raise additional
funds from an offering of our stock in the future. We have not taken any steps
to effect this offering. The offering may not occur, or if it occurs, may not
generate the required funding. We may also consider securing debt financing. We
may not generate operating cash flow or raise other equity or debt financing
sufficient to fund this amount. If we don't raise or generate these funds, the
implementation of our short-term business plan will be delayed or eliminated.

Our ability to continue as a going concern is dependent on our ability to raise
funds to implement our planned development; however we may not be able to raise
sufficient funds to do so. Our independent auditors have indicated that there is
substantial doubt about our ability to continue as a going concern over the next
twelve months. Our poor financial condition could inhibit our ability to achieve
our business plan. Because we are currently operating at a substantial loss with
no operating history and very limited revenues, an investor cannot determine if
we will ever become profitable.

Our management decisions are made by our CEO and President, Mr. Mercer and
our CFO, Mr. Medina; if we lose their services, our ability to generate revenues
may be reduced.

Our success is dependent on the efforts of Andrew Mercer who serves as our CEO
and President and Hector Medina who serves as our CFO. We do not maintain key
person life insurance on Mr. Mercer or Mr. Medina. Because they are currently
essential to our operations, you must rely on their management decisions. Our
CEO and CFO will continue to control our business affairs in the future. We
have an employment agreement with Mr. Mercer only. If we lose their services, we
may not be able to hire and retain another CEO or CFO with comparable
experience.

Insiders control our activities and may cause us to act in a manner that is most
beneficial to such insiders and not to outside shareholders.

Our officers and directors and their affiliates control at least 85% of our
common stock. As a result, these insiders effectively control all matters
requiring director and stockholder approval, including the election of
directors, the approval of significant corporate transactions, such as mergers
and related party transaction. Our insiders also have the ability to block, by
their ownership of our stock, an unsolicited tender offer. This concentration of
ownership could have the effect of delaying, deterring or preventing a change in
control of our company that you might view favorably.

Because there is not now and may never be a public market for our common stock,
investors may have difficulty in reselling their shares.

Our common stock is currently not quoted on any market. No market may ever
develop for our common stock, or if developed, may not be sustained in the
future. Accordingly, our shares should be considered totally illiquid, which
inhibits investors' ability to resell their shares.

Sales of our common stock under Rule 144 could reduce the price of our stock.

As of October 31, 2003, there are 3,315,500 shares of our common stock held by
non-affiliates and 18,000,000 shares of our common stock held by affiliates that
Rule 144 of the Securities Act of 1933 defines as restricted securities. We are
registering 714,250 of these shares in this registration statement. We are also
registering 656,200 of our shares to be issued to shareholders of the Mercer
Group in a spin-off transaction. No Shares have been sold pursuant to Rule 144
of the Securities Act of 1933; and as of October 31, 2003, there are no shares
held by affiliates eligible for resale under 144.

Once this registration statement is effective, the shares of our common stock
being offered by our selling shareholders will be freely tradable without
restrictions under the Securities Act of 1933, except for any shares held by our
"affiliates," which will be restricted by the resale limitations of Rule 144
under the Securities Act of 1933.

In addition to the shares available for resale under this registration
statement, as a result of the provisions of Rule 144, all restricted securities
could be available for sale in a public market, if developed, beginning 90 days
from the effective date of this registration statement. These share would have
to be sold under the volume and transaction limitations of Rule 144, however.
The availability for sale of substantial amounts of common stock under Rule 144
could reduce prevailing prices for our securities.

Certain Maryland corporation law provisions could prevent a potential takeover
of us that could adversely affect the price of our common stock or deprive you
of a premium over the price.

We are incorporated in the State of Maryland. Certain provisions of Maryland
corporation law could adversely affect the price of our common stock. Because
Maryland law governing control-share acquisitions requires board approval of a
transaction involving a change in our control; it would be more difficult for
someone to acquire control of us. Neither our Articles nor our Bylaws contain
any similar provisions.

Because we do not have an audit or compensation committee, shareholders will
have to rely on the entire board of directors, some members of which are not
independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent
directors. Indeed, we do not have any audit or compensation committee. These
functions are performed by the board of directors as a whole. Some members of
the board of directors are independent directors. Thus, there is a potential
conflict in that board members who are management will participate in
discussions concerning management compensation and audit issues that may affect
management decisions.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this prospectus are "forward-looking statements."
These forward-looking statements involve certain known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by these forward-looking statements. These
factors include, among others, the factors set forth above under "Risk Factors."
The words "believe," "expect," "anticipate," "intend," "plan," and similar
expressions identify forward-looking statements. We caution you not to place
undue reliance on these forward-looking statements. We undertake no obligation
to update and revise any forward-looking statements or to publicly announce the
result of any revisions to any of the forward-looking statements in this
document to reflect any future or developments. However, the Private Securities
Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.

USE OF PROCEEDS

Not applicable. We will not receive any proceeds from the sale of shares offered
by the selling shareholders.

DETERMINATION OF OFFERING PRICE

Our management has determined the offering price for the selling shareholders'
shares. The offering price has been arbitrarily determined and does not bear any
relationship to our assets, results of operations, or book value, or to any
other generally accepted criteria of valuation. Prior to this offering, there
has been no market for our securities.

DILUTION

Not applicable. We are not offering any shares in this registration statement.
All shares are being registered on behalf of our selling shareholders.

SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities. The table
assumes that all of the securities will be sold in this offering. However, any
or all of the securities listed below may be retained by any of the selling
shareholders, and therefore, no accurate forecast can be made as to the number
of securities that will be held by the selling shareholders upon termination of
this offering. These selling shareholders acquired their shares by purchase or
for services rendered in assisting us in developing our business plan, exempt
from registration under section 4(2) of the Securities Act of 1933. We believe
that the selling shareholders listed in the table have sole voting and
investment powers with respect to the securities indicated. We will not receive
any proceeds from the sale of the securities by the selling shareholders. No
selling shareholders are broker-dealers or affiliates of broker-dealers.

Selling Shareholders

Sales by the Selling Stockholders

Shares Shares
Beneficially Percentage Beneficially Percentage
Owned Before Amount Owned After
Stockholder Before Sale Sale (1) Offered After Sale Sale (1)
Alexander & Wade, Inc. (2) 850,000 3.9 50,000 800,000 3.6
Francis A. Zubrowski (3) 510,000 2.3 50,000 460,000 2.1
A2A Industries Corporation (4) 100,000 * 25,000 75,000 *
Lisar, Inc. (5) 50,000 * 12,500 37,500 *
Ultra International, Inc. (6) 50,000 * 12,500 37,500 *
Advanced Century Corporation (7) 50,000 * 12,500 37,500 *
Capri International, Inc. (8) 50,000 * 12,500 37,500 *
A. G. Spencer Corporation (9) 25,000 * 6,250 18,750 *
USM Capital Group, Inc. (10) 580,000 2.7 50,000 530,000 2.5
Lawrence Holland (11) 35,000 * 8,750 26,250 *
James R. Deveney II (12) 35,000 * 8,750 26,250 *
Norman T. Reynolds (13) 25,000 * 6,250 18,750 *
Lolita Gatchalian 25,000 * 6,250 18,750 *
Connie White-Castellanos (14) 10,000 * 2,500 7,500 *
Kurt Baum 100,000 * 100,000 - -
Daniel Beresford 50,000 * 50,000 - -
Borrelli, Peter and Lorretta, JTWROS 30,000 * 30,000 - -
John Haley 1,500 * 1,500 - -
Betty Jean Cowan 2,000 * 2,000 - -
Hart, Stanford L., Trustee 2,000 * 2,000 - -
Ed Heimrich 10,000 * 10,000 - -
John Jason 28,000 * 28,000 - -
Lane Family Trust, The 16,000 * 16,000 - -
Carl Ludwig 10,000 * 10,000 - -
Stephen Noel 10,000 * 10,000 - -
Kevin Palumbos 10,000 * 10,000 - -
John M. Rosick, Jr. 10,000 * 10,000 - -
Victor Salvo 35,000 * 35,000 - -
June M. Swanson 25,000 * 25,000 - -
Joseph F. Thorne, Sr. 6,000 * 6,000 - -
Michael T. Williams, Esq. (15) 200,000 100,000
David Weinberg 5,000 5,000 - -
--------- ---------- ------- --------- -------
Total 2,945,500 13.5 714,250 2,231,250 10.2
========= ========== ======= ========= =======

* Less than one percent
(1) Based on 20,500,000 shares of our common stock outstanding on the date of
this prospectus.
(2) The controlling stockholders are Francis A. Zubrowski, Lawrence Holland,
and James R. Deveney II.
(3) Mr. Zubrowski is a controlling stockholder of Alexander & Wade, Inc., and
is our former chairman, chief executive officer, and president.
(4) The controlling stockholder is William Woo, whose address is 555 Pierce,
Suite 5, Albany, California 94706.
(5) The controlling stockholder is Clayton Lee, whose address is 555 Pierce,
Suite 5, Albany, California 94706.
(6) The controlling stockholder is Lolita Gatchalian, whose address is 555
Pierce, Suite 5, Albany, California 94706.
(7) The controlling stockholder is Chung F. Han, whose address is 555 Pierce,
Suite 5, Albany, California 94706.
(8) The controlling stockholder is Lolita Gatchalian, whose address is 555
Pierce, Suite 5, Albany, California 94706.
(9) The controlling stockholder is Danny Lee, whose address is 555 Pierce,
Suite 5, Albany, California 94706.
(10) The controlling stockholders are Robert C. Brehm, Conrad Nagel, and Roger
K. Knight. The address for each of these stockholders is c/o USM Capital
Group, Inc., 5922-B Farnsworth Court, Carlsbad, California 92008.
(11) Mr. Holland is a controlling stockholder of Alexander & Wade, Inc., whose
address is c/o Alexander & Wade, Inc., 8880 Rio San Diego Drive, 8th Floor,
San Diego, California 92108.
(12) Mr. Deveney is a controlling stockholder of Alexander & Wade, Inc., whose
address is c/o Alexander & Wade, Inc., 8880 Rio San Diego Drive, 8th Floor,
San Diego, California 92108.
(13) Mr. Reynolds is a partner in Glast, Phillips & Murray, P.C., the former
legal counsel to Commerce Development Corporation, Ltd., whose address is
c/o Glast, Phillips & Murray, P.C., 815 Walker Street, Suite 1250, Houston,
Texas 77002.

(14) Ms. White-Castellanos is an employee of Mr. Zubrowski, a controlling
stockholder of Alexander & Wade, Inc. and Commerce Development Corporation,
Ltd., whose address is c/o Alexander & Wade, Inc., 8880 Rio San Diego
Drive, 8th Floor, San Diego, California 92108.

(15) Michael T. Williams is the principal of Williams Law Group, P.A., Tampa FL
our special securities counsel.

Blue Sky

Thirty-five states have what is commonly referred to as a "manual exemption" for
secondary trading of securities such as those to be resold by selling
stockholders under this registration statement. In these states, so long as we
obtain and maintain a listing in Standard and Poor's Corporate Manual, secondary
trading can occur without any filing, review or approval by state regulatory
authorities in these states. These states are: Alaska, Arizona, Arkansas,
Colorado, Connecticut, Maryland, District of Columbia, Maryland, Hawaii, Idaho,
Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi,
Missouri, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah,
Washington, West Virginia, and Wyoming. We cannot secure this listing, and thus
this qualification, until after this registration statement is declared
effective. Once we secure this listing, secondary trading can occur in these
states without further action.

We have been advised by the state of Pennsylvania that our securities will be
automatically qualified for secondary trading in Pennsylvania without any
filing, review or approval after this registration statement is declared
effective.

We will need to secure a qualification or exemption for secondary trading in the
following additional states: Alabama, California, Florida, Illinois, Minnesota,
New York, Virginia and Wisconsin. We are in the process of contacting these
states and will make all necessary filings prior to the effective date of this
registration statement.

All our shareholders currently reside in these states or outside the U.S.

We currently do not intend to and may not be able to qualify securities for
resale in other states which require shares to be qualified before they can be
resold by our shareholders.

PLAN OF DISTRIBUTION

Selling shareholders are offering up to 714,250 shares of common stock. The
selling shareholders will offer their shares at $1.50 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices. We will not receive proceeds from the sale of
shares from the selling shareholders. We will pay all expenses of registering
the securities. Our shares do not have priority for sale over the shares of our
selling shareholders.

The securities offered by this prospectus will be sold by the selling
shareholders without underwriters and without commissions. The distribution of
the securities by the selling shareholders may be effected in one or more
transactions that may take place in the over-the-counter market or privately
negotiated transactions.

Any of the selling shareholders, acting alone or in concert with one another,
may be considered statutory underwriters under the Securities Act of 1933, if
they are directly or indirectly conducting an illegal distribution of the
securities on behalf of our corporation. For instance, an illegal distribution
may occur if any of the selling shareholders were to provide us with cash
proceeds from their sales of the securities. If any of the selling shareholders
are determined to be underwriters, they may be liable for securities violations
in connection with any material misrepresentations or omissions made in this
prospectus. In addition, the selling shareholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933.

The selling shareholders may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan transactions, and the securities may
be resold pursuant to the terms of such pledges, margin accounts or loan
transactions. Upon default by such selling shareholders, the pledge in such loan
transaction would have the same rights of sale as the selling shareholders under
this prospectus. The selling shareholders may also enter into exchange traded
listed option transactions, which require the delivery of the securities listed
under this prospectus. After our securities are qualified for quotation on the
OTC Bulletin Board, the selling shareholders may also transfer securities owned
in other ways not involving market makers or established trading markets,
including directly by gift, distribution, or other transfer without
consideration, and upon any such transfer the transferee would have the same
rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by
the applicable provisions of the Securities Exchange Act of 1934, including,
without limitation, Regulation M, which may limit the timing of purchases and
sales of any of the securities by the selling shareholders or any such other
person.

Upon this registration statement being declared effective, the selling
shareholders may offer and sell their shares from time to time until all of the
shares registered are sold; however, this offering may not extend beyond two
years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of
the securities. In various states, the securities may not be sold unless these
securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to
the various agreements we have with the selling shareholders, we will pay all
the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters
concerning the selling shareholders, or us we will file a Rule 424(b) prospectus
disclosing such matters.

Blue Sky

Thirty-five states have what is commonly referred to as a "manual exemption" for
secondary trading of securities such as those to be resold by selling
stockholders under this registration statement. In these states, so long as we
obtain and maintain a listing in Standard and Poor's Corporate Manual, secondary
trading can occur without any filing, review or approval by state regulatory
authorities in these states. These states are: Alaska, Arizona, Arkansas,
Colorado, Connecticut, Maryland, District of Columbia, Maryland, Hawaii, Idaho,
Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi,
Missouri, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah,
Washington, West Virginia, and Wyoming. We cannot secure this listing and thus
this qualification until after this registration statement is declared
effective. Once we secure this listing, secondary trading can occur in these
states without further action.

All our shareholders currently reside in these states or outside the U.S.

We currently do not intend to and may not be able to qualify securities for
resale in other states which require shares to be qualified before they can be
resold by our shareholders.

THE SPIN-OFF

Record Date

Shareholders of Mercer Group, Inc. will receive one share of Commerce
Development Corporation common stock for each ten shares of Mercer Group common
stock owned of record on the date of this prospectus. Mercer Group currently
owns 4,660,000 shares of our common stock.

Record Holders

Mercer Group currently has approximately 150 shareholders of record and Commerce
Development currently has 33 shareholders of record. Following the distribution,
Commerce Development will have approximately 188 shareholders of record.

Prospectus

A copy of this prospectus will accompany each certificate being distributed to
the Mercer Group shareholders on the distribution date.

Distribution Date

656,200 shares of Commerce Development common stock will be delivered by Mercer
Group to Pacific Stock Transfer, Inc., the distribution agent within ten days of
the date of this Prospectus. and the distribution agent will distribute the
share certificates to Mercer Group shareholders (along with a copy of this
prospectus), within thirty days thereafter.

Listing and Trading

There is currently no public market for our shares. Upon completion of this
distribution, our shares will not qualify for trading on any national or
regional stock exchange or on the NASDAQ Stock Market. We will attempt to have
one or more broker/dealers agree to serve as market makers and qualify our
shares for quotation on the OTC Bulletin Board. However, we have no present
arrangement or agreement with any broker/dealer to serve as market maker for our
common shares, and we can offer no assurances that any market for our common
shares will develop. Even if a market develops for our common shares, we can
offer no assurances that the market will be active, or that it will afford our
common shareholders an avenue for selling their securities. Many factors will
influence the market price of our common shares, including the depth and
liquidity of the market which develops, investor perception of our business,
general market conditions, and our growth prospects.

Background and reasons for the spin-off.

We believe that the spin-off will meaningfully enhance value for the
stockholders of the Mercer Group by diversifying the risks associated with the
business strategy the Mercer Group through adding an additional business
opportunity, particularly in that the Mercer Group intends to abandon the
business that Commerce Development intends to develop.

The spin-off will leave the Mercer Group with 4,180,925 shares of Commerce
Development. Mercer Group anticipates that it will continue to hold this block
of Commerce Development stock for investment purposes.

Mechanics of completing the spin-off.

Within ten days of the date of this prospectus, Mercer Group will deliver
656,200 shares of our common stock to the distribution agent, Pacific Stock
Transfer, to be distributed to the shareholders of Mercer Group on a one share
of Commerce Development for ten shares of Mercer Group basis.

If you hold your Mercer Group shares in a brokerage account, your Commerce
Development shares of common stock will be credited to that account. If you hold
you're your Mercer Group shares in certificated form, a certificate representing
shares of your common stock will be mailed to you by the distribution agent. The
mailing process is expected to take about thirty days.

No cash distributions will be paid. Because the distribution ratio is one for
ten, any fractional shares that would result from this distribution will be
rounded down and no fractional shares will be issued. No holder of Mercer Group
shares is required to make any payment or exchange any shares in order to
receive our common shares in the spin-off. Mercer Group will bear all of the
costs of the distribution, and Commerce Development is bearing the costs of this
registration statement.

Tax consequences of the spin-off.

We have not requested and do not intend to request a ruling from the Internal
Revenue Service or an opinion of tax counsel that the distribution will qualify
as a tax free spin-off under United States tax laws. Under the U.S. Tax Code,
Mercer Group would need to control at least 80% of our outstanding capital stock
to qualify as a tax free spin-off. Mercer Group does not meet this requirement
and consequently, we do not believe that the distribution by Mercer Group of our
stock to its shareholders will qualify for tax free spin-off status.

Because we have not been engaged in an actual trade or business for a period of
five years before the distribution of the Spin-Off Shares (we were only
incorporated on May 13, 1998), the distribution of our shares to the
stockholders of the Mercer Group will not qualify as tax free under Section 355
of the Internal Revenue Code of 1986, as amended. We believe, based upon the
advice of our tax adviser, Williams Law Group, P.A., that the distribution will
be a taxable event to the Mercer Group and to each of their stockholders
receiving any of the spin-off Shares. Gain, but not loss, would be recognized by
the Mercer Group under Section 311 of the Internal Revenue Code for any excess
of the fair market value of Commerce Development stock on the date of actual
distribution over the tax basis to the Mercer Group of our stock.

As for the stockholders of the Mercer Group who receive spin-off shares, we take
the view that the fair market value of the spin-off shares on the date of the
spin-off should be essentially zero, not having increased over the negligible
book value of the shares as reflected in our financial statements, being
approximately $0.006 per share.

The Mercer Group has no current or accumulated earnings, and the distribution is
being made from excess capital. Each stockholder of the Mercer Group should
reduce the adjusted basis of his stock by the fair market value of the
distribution to him, and any remaining portion will be treated as capital gain
in the same manner as a sale or exchange of the stock. This fair market value is
assumed to be $0.006 per share, the estimated book value of Commerce Development
on the dividend date. We have undertaken to advise our stockholders in 2003
should we deem the fair market value of any of the distributed spin-off shares
on the date of distribution to have been different than $0.006 per share or
should we discover that the Mercer Group have had earnings in 2002, which would
cause the distribution, to the extent of such earnings, to be taxed as a
dividend and as ordinary income.

The federal income tax consequences set forth above may not be pertinent to
stockholders who receive spin-off shares through the exercise of employee stock
options or otherwise as compensation or who are subject to special treatment
under the Internal Revenue Code. All stockholders should consult their own tax
advisers as to the particular tax consequences which may be relevant to them,
including the applicability and effect of state, local, and foreign tax laws.

LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The Board of Directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill vacancies. Each director
shall be elected for the term of one year, and until his successor is elected
and qualified, or until his earlier resignation, death, or removal. Our
directors and executive officers are as follows:

Name Age Position Director Since
Andrew E. Mercer 55 Chairman, President, and Chief Executive Officer September 2002
Hector Medina 28 Chief Financial Officer, Chief Accounting Officer, N/A
Secretary and Treasurer
Frederick A. Manger 52 Director January 2003
Martin J. Capdevilla 57 Director February 2003

Andrew E. Mercer became our chairman, president, and chief executive officer in
September, 2002. Mr. Mercer has served as chairman, chief executive officer and
president of Mercer Group, Inc. since 1997. Mercer Group is a privately held
corporation offering business management and consulting services to companies
which have not filed registration statements covering the initial public
offerings of their securities. Mercer Group specializes in offering consulting
for corporate structuring, business plan development, corporate document
preparation other similar services. However, the Mercer Group is not accepting
new clients. All candidates for the consulting services to be offered by
Commerce Development will retain Commerce Development and not Mercer Group in
the future. He plans to devote substantially all of his time to our business.

Hector Medina has been our chief financial officer, chief accounting officer,
secretary and treasurer since October 2002. Mr. Medina also serves as
vice-president of business development for Mercer Group; a position he has
occupied since July 2001. Prior to serving in his current capacities with
Commerce Development and Mercer Group, Mr. Medina was investor relations
coordinator from October 2000 to July, 2001 with The IR Solution, Inc., a San
Diego-based company. Mr. Medina attended National University starting September
1997 prior to joining The IR Solution. He plans to devote substantially all of
his time to our business.

Frederick A. Manger has been a private investor and independent financial
consultant since July, 1998. Consulting projects have included analysis,
facilitation of debt repurchases and transactions, and advising the development
and manufacture of a patent-pending, energy-efficient commercial lighting
fixture. Since September, 2000, Mr. Manger continues in the roles of founder and
secretary of a multi-media company, Paradox Entertainment, Inc., which
specializes in promoting high-quality concerts and pay-for-view events.

Martin J. Capdevilla has over 20 years of corporate experience in consumer
product advertising and marketing with Pfizer from 1966-1978 as U.S. marketing
development director and from 1978-1982 as Pfizer-Mexico commercial director
sales and marketing. Mr. Capdevilla worked for General Foods-Mexico from
1982-1986 as marketing director. In 1986, Mr. Capdevilla formed his own U.S.
distribution company, Frontier Trading, Inc. located in San Diego, California.
He continues to serve as president of Frontier Trading which supplies grocery
products to Mexico, Central America and South America through Distriburo MJC,
S.A. de C.V. located in Tijuana, Mexico.

Directors serve for a one-year term. Our Bylaws provide that the Board of
Directors shall be composed of not less than the minimum number required by
Section 2-402 of the Maryland General Corporation Law, which is one, nor more
than fifteen members.

Board Committees

Compensation Committee. Our board of directors has created a compensation
committee. However , no members to the committee have been appointed and the
committee has not been formally organized. The compensation committee will make
recommendations to the board of directors concerning salaries and compensation
for our executive officers and employees.

Audit Committee. Our board of directors has created an audit committee which is
directly responsible for the appointment, compensation, and oversight of the
work of any registered public accounting firm employed by us (including
resolution of disagreements between our management and the auditor regarding
financial disclosure) for the purpose of preparing or issuing an audit report or
related work. The audit committee will also review and evaluate our internal
control functions. The members of the audit committee are Messrs. Manger and
Capdevilla. Mr. Manger is the chairman of the audit committee.

Copies of the charters for the compensation committee and the audit committee
are attached as exhibits to the registration statement to which this prospectus
relates.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

We are not aware that any officer, director, or persons nominated for such
positions, promoter or significant employee, has been involved in legal
proceedings that would be material to an evaluation of our management.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this Supplement,
of our common stock by each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge, the persons
named have sole voting and investment power with respect to such shares, except
as otherwise noted. There are not any pending or anticipated arrangements that
may cause a change in control.

The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. Unless otherwise indicated,
the address for each of these stockholders is c/o Commerce Development
Corporation, Ltd., 8880 Rio San Diego Drive, 8th Floor, San Diego, California
92108.

------------------------------------- ----------------------------------- --------------- -----------------
Shareholder Position with Company # of Shares Percentage
------------------------------------- ----------------------------------- --------------- -----------------
Andrew Mercer [1] President and CEO 18,000,000 85%
------------------------------------- ----------------------------------- --------------- -----------------
All directors and named executive 18,000,000 85%
officers as a group (2 persons)
------------------------------------- ----------------------------------- --------------- -----------------

[1] The shares owned by Mr. Mercer include 13,340,000 shares owned by him
directly, and 4,660,000 shares owned by Mercer Group, Inc., a company controlled
by Mr. Mercer. Mr. Mercer has the sole voting and dispositive power for the
shares owned by Mercer Group.

This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Except as set forth above, applicable
percentages are based upon 21,365,500 shares of common stock outstanding as of
September 30, 2003.

DESCRIPTION OF SECURITIES

We are authorized to issue 300,000,000 shares of common stock with $.0001 par
value per share. The following description as a summary of the material terms of
the provisions of our Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws have been filed as exhibits to the registration
statement of which this prospectus is a part.

Common Stock

As of the date of this registration statement, there were 21,365,500 shares of
common stock issued and outstanding, giving effect to a 1 share for 10 share
reverse split in August 2002. Our stock is held by 34 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or
by proxy, at meetings of shareholders. The holders are not permitted to vote
their shares cumulatively. Accordingly, the shareholders of our common stock who
hold, in the aggregate, more than fifty percent of the total voting rights can
elect all of our directors and, in such event, the holders of the remaining
minority shares will not be able to elect any of the such directors. The vote of
the holders of a majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any,
as may be declared by the Board of Directors out of funds legally available. We
have not paid any dividends since our inception, and we presently anticipate
that all earnings, if any, will be retained for development of our business. Any
future disposition of dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription
rights, conversion rights, redemption or sinking fund provisions. Upon our
liquidation, dissolution or winding up, the holders of our common stock will be
entitled to share ratably in the net assets legally available for distribution
to shareholders after the payment of all of our debts and other liabilities.
There are not any provisions in our Articles of Incorporation or our Bylaws that
would prevent or delay change in our control.

INTEREST OF NAMED EXPERTS

Our financial statements for the period from inception through December 31, 2002
included in this prospectus have been so included in reliance on the report of
Russell Bedford Stefanou Mirchandani LLP, certified public accountants, given on
that firm's authority as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being
passed upon by Williams Law Group, P.A., Tampa, Maryland. Michael T. Williams,
principal of Williams Law Group, P.A., owns 200,000 shares of our common stock,
of which 100,000 shares are being registered under this registration statement.
We have also agreed to issue Mr. Williams an additional 400,000 shares of common
stock for representation on 1934 Act and general securities issues for a period
of one year following the effective date of this registration statement.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Maryland Corporation Law, contain
provisions which allow the corporation to indemnify any person against
liabilities and other expenses incurred as the result of defending or
administering any pending or anticipated legal issue in connection with service
to us if it is determined that person acted in good faith and in a manner which
he reasonably believed was in the best interest of the corporation. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our directors, officers and controlling persons, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Business Development

We were incorporated as a Maryland corporation on May 13, 1998 as a wholly-owned
subsidiary of The Majestic Companies, Ltd., a publicly-held company, with the
name of Majestic Financial, Ltd. On March 31, 2002, The Majestic Companies, Ltd.
sold 17,500,000 shares, or 87.5 percent, of our stock to Alexander & Wade, Inc.,
a San Diego, California investment service firm controlled by Mr. Francis A.
Zubrowski, our former chairman and president from 1998 until 2002. Mr. Zubrowski
was our sole officer and director from the time of our incorporation until
September 1, 2002.

As originally planned, Majestic Financial, Ltd. expected to engage in the
business of financing leases. We only engaged in limited number of transactions
during the period of 1998 to 2000, after which our operations became dormant. We
were acquired by Alexander & Wade who desired to have us acquire a going
business and thereafter spin-off our shares to the stockholders of The Majestic
Companies, Ltd., and thereby become a publicly-held company. Subsequent to our
acquisition by Alexander & Wade, the planned spin-off to the stockholders of The
Majestic Companies, Ltd. was cancelled due to changes in market conditions.
While we were controlled by Alexander & Wade we did not engage in any business.

On April 29, 2002, we changed our name to Commerce Development Corporation, Ltd.
to reflect the change in the Company's planned operations On August 31, 2002,
our stockholders effected a one for ten reverse split of our common stock. On
September 1, 2002, Andrew E. Mercer, chairman and president of Mercer Group,
Inc., entered into an employment agreement to act as our president and chief
executive officer, in return for 13,340,000 shares of our stock

During the times discussed above, there has been no change in the control of
Alexander & Wade or Mercer Group. As for The Majestic Companies, Mr. Zubrowski
resigned as its chairman and president on July 12, 2003. He had served in those
capacities since 1998. Its remaining officer and director, Paul S. Hewitt,
resigned on July 12, 2002. Mr. Hewitt had served in those capacities since
December 23, 1998 As of the date of this prospectus, The Majestic Companies does
not conduct any operations and has no officers or directors other than Lyle J.
Mortensen, its corporate secretary, who does not own any shares of The Majestic
Companies. The offices of The Majestic Companies are located at 1340 S. Main
Street, Suite 190, Grapevine, Texas 76051. There is no one who owns five percent
or more of the issued and outstanding stock of The Majestic Companies.

Neither Mr. Zubrowski, Mr. Mortensen, nor Mr. Mercer. have previous involvement
with blank check companies.

Since our formation, we have generated only minimal revenues, have had only
minimal liquid assets, have incurred losses, and have had no operations.
Consequently, we are a development stage company.

Strategic Business Planning

The purpose of Strategic Business Planning is to help businesses and
associations improve their prospects for success by enabling them to better
target the applications of their scarce resources: time, effort, and money; in
other words, accomplishing more with the resources they have.

In general, Strategic Business Planning is a methodical process for:

o identifying the essential core description of the endeavor,
o identifying and documenting underlying assumptions about the elements
of operating business environment that directly impact a business
operation, but over which the business may have no substantive
influence,
o selecting, prioritizing, and documenting the principal goals that a
business or association wants to achieve,
o selecting, prioritizing, and documenting the strategies that a business
expect to use in achieving each goal, and
o developing detailed integrated action plans that will be used both as a
basis to allocate resources to business needs, and also to assess
movement your business goals.

We develop and implement strategic plans both through our management and a
network of professional business development specialists. The particular
business development specialists retained for each engagement will depend upon
the nature of the business of the client and specific needs we identify in our
consulting process. Our activities will encompass management, financial,
organizational, and developmental processes, with the idea of enabling our small
business clients to maximize their growth and profitability.

We have created a four-phase process designed to generate small businesses
growth. Under Phase One, we will meet with the management of client and assess
the needs and scope of the proposed engagement. Thereafter, we will:

o Review financials and forecasts, and analyze business strategy, plan
and goals.

o Appraise organizational needs.

o Evaluate assets, intellectual property and good will.

o Compile a matrix of company strengths and weaknesses and compare
against the client's competition.

Under Phase Two, we will outline a plan of action with the client's senior
management, and reach agreement on milestones and timeframe. Thereafter, we will

o Determine optimum vehicle(s) for growth.

o Assemble team members for execution of plans.

o Deploy resources in the form of technology, consultants, and partners.

Under Phase Three, we will establish reporting and accountability procedures,
and monitor progress weekly with written feedback. Thereafter, we will have
bi-weekly meetings with senior management for detailed review and to adjust
programs as needed.

Under Phase Four, we will provide measurement analysis for key aspects of the
programs, create reporting structures for ongoing monitoring of success/impact,
and generate detailed programs report for senior management review.

We will not do any of the following:

o Accept stock for services

o Acquire any businesses

o Form, manage or invest in blank check companies

o Have any other involvement with blank check companies, except that if a
client is approached by a blank check company to be acquired, we may
advise our client, the operating company, in the transaction.

This is a policy adopted by our board of directors. We know of now reasons why
this policy can change.

The Majestic Companies, Ltd.

The Majestic Companies, Ltd., which has its shares quoted on the OTC Bulletin
Board under the symbol "MJXC," was incorporated under the laws of the State of
Nevada on December 3, 1992 under the name of Rhodes, Wolters & Associates, Inc.
In May 1998, the Majestic Companies changed its name to SkyTex International,
Inc., and in December 1998, merged with The Majestic Companies, Ltd., a Delaware
corporation ("Majestic Delaware"). The Majestic Companies had no material
operations during the period prior to this merger. Majestic Delaware had
operations and formerly did business as Majestic Motor Car Company, Ltd. and,
prior to that, Majestic Minerals, Ltd. Majestic Motor Car Company, Ltd. was a
British Columbia corporation. In March 1998, Majestic Motor Car Company merged
with and into Majestic Delaware for the purpose of reincorporating under the
laws of the State of Delaware. As a part of the merger of the Majestic Companies
and Majestic Delaware, the Majestic Companies' corporate name was changed to The
Majestic Companies, Ltd.

The Majestic Companies, through its below described wholly owned subsidiaries,
has conducted the following operations:

Majestic Safe-T-Products, Ltd. This company designed and marketed transportation
related safety equipment for the school bus market. The Majestic Companies sold
80.3 percent of its ownership in Majestic Safe-T-Products on June 30, 2002. On
that date, Majestic Safe-T-Products issued 10,000,000 shares of its common stock
to The Majestic Companies, in order to extinguish approximately $817,748 of
inter-company debt owing to The Majestic Companies. Additionally, Majestic
Safe-T-Products assumed approximately $163,517 in debt from The Majestic
Companies owed to the following parties in the amounts indicated:

o Francis A. Zubrowski, $11,883, which was paid in exchange for 1,188,300
shares of Majestic Safe-T-Products common stock;

o Gail Bostwick, the wife of Mr. Zubrowski, $126,634, which continued as
an obligation of Majestic Safe-T-Products on its financial statements;

o William Woo, $10,000, which was paid in exchange for 1,000,000 shares
of Majestic Safe-T-Products common stock; and

o A2A Industries Corporation, $15,000, which was paid in exchange for
680,000 shares of Majestic Safe-T-Products common stock.

Majestic Financial, Ltd. On March 31, 2002, The Majestic Companies sold 87.5
percent of our stock to Alexander & Wade, Inc., as discussed above. In September
2002, the 87.5 percent of our stock owned by Alexander & Wade was acquired by
Mercer Group, Inc., a California corporation specializing in business
development. In November 2002, the remaining 12.5 percent of our stock owned by
The Majestic Companies, Ltd. was sold to Mr. Zubrowski.

Majestic Modular Buildings, Ltd. In December 2001, The Majestic Companies
completed the sale of its wholly owned modular manufacturing subsidiary to
Global Diversified Holdings, Inc. (formerly Global Foods Online, Inc.).

North American Industrial Vehicles, Inc. The Majestic Companies is the sole
stockholder of North American Industrial Vehicles, Inc., a Delaware corporation.
This corporation was incorporated on November 17, 1997 and has never been active
or provided operations of any kind.

None of the former or current subsidiaries of The Majestic Companies is a
reporting company.

Mercer Group, Inc.

Mercer Group, Inc., a California corporation, has been providing to smaller
businesses services similar to those we propose to provide since 1997. Mercer
Group specializes in offering consulting for corporate structuring, business
plan development, corporate document preparation other similar services.
However, the Mercer Group is not accepting new clients for the services we
offer. All candidates for the consulting services to be offered by Commerce
Development will retain Commerce Development and not Mercer Group in the future.

Alexander & Wade, Inc.

Alexander & Wade, Inc., a California corporation, was incorporated on Oct. 13,
2000. It is a privately held corporation controlled and managed by Francis A.
Zubrowski, our former chairman and chief executive officer. Mr. Zubrowski also
formerly held the same positions with The Majestic Companies, Ltd. Alexander &
Wade offers business management and financial consulting services.

USM Financial Solutions, Inc.

On September 24, 2002, we entered into a capital stock exchange agreement with
U.S. Microbics, Inc. and USM Capital Group, Inc. Under the terms of the
agreement, U.S. Microbics, Inc. and USM Capital Group, Inc., as sellers,
exchanged with us all 2,000,000 shares of the common stock owned by them in USM
Financial Solutions, Inc., a Nevada corporation, incorporated on September 17,
2002, in exchange for 800,000 shares of our common stock. Our stock was
delivered 320,000 shares to U.S. Microbics and 480,000 shares to USM Capital
Group. On January 27, 2003, USM Capital Group sold 100,000 of our shares to U.S.
Microbics. Following the exchange, USM Financial Solutions, Inc. became our
wholly-owned subsidiary. Before our acquisition of USM Financial Solutions, it
had no business activity. As of the date of this prospectus, we are exploring
business opportunities for our new subsidiary.

We entered into the agreement with U.S. Microbics and USM Capital Group in order
to obtain the stockholder base of U.S. Microbics by means of a Spin-Off. As a
result of the Spin-Off to the stockholders of U.S. Microbics, we would have
acquired approximately 1200 stockholders, in addition the stockholders we
already have. We felt this could be a desirable goal, since in our view the more
widely-held our stock, the better for our stockholders in providing liquidity
for our shares. However, we have determined that we can accomplish the same
objective in a spin off to shareholders of the Mercer Group only although we may
in the future determine it is desirable to spin off our shares to shareholders
of U.S. Microbics.

The exchange for USM Financial Solutions was intended to comply with all of the
provisions of Section 351 of the Internal Revenue Code. The agreement provided
that certain of the shares of our stock delivered to U.S. Microbics would be
spun-off to the stockholders of U.S. Microbics pursuant to a registration
statement which we intend to do in the future. We had no relationship with
either U.S. Microbics or USM Capital Group, prior to the stock exchange
agreement.

Marketing

We will focus the marketing of our services to private small businesses with
yearly revenues between $3,000,000 and $50,000,000. Through a series of
seminars, we plan to develop a network within the financial industry from which
we hope to derive the significant majority of our referrals. In addition to this
ongoing networking strategy, we intend to create recognition by visiting
underwriters, attorneys, accounting firms, and by providing presentations about
our services. Furthermore, certain members of our management team will attend
venture capital seminars to further market our services.

Employees

As of the date of this prospectus, we have three full-time employees, two in
management and one in support.

Legal Proceedings

As of the date of this prospectus, we are not involved in any legal proceedings.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial
statements, including the notes thereto, appearing elsewhere in this prospectus.
The discussions of results, causes and trends should not be construed to imply
any conclusion that these results or trends will necessarily continue into the
future.

As originally planned, Majestic Financial, Ltd. expected to engage in the
business of financing leases. We only engaged in a limited number of
transactions during the period of 1998 to 2000, after which our operations
became dormant. We were acquired by Alexander & Wade who desired to have us
acquire a going business and thereafter spin-off our shares to the stockholders
of The Majestic Companies, Ltd., and thereby become a publicly-held company.
Subsequent to our acquisition by Alexander & Wade, the planned spin-off to the
stockholders of The Majestic Companies, Ltd. was cancelled due to changes in
market conditions. While we were controlled by Alexander & Wade we did not
engage in any business.

On April 29, 2002, we changed our name to Commerce Development Corporation, Ltd.
to reflect the change in the Company's planned operations. On August 31, 2002,
our stockholders effected a one for ten reverse split of our common stock. On
September 1, 2002, Andrew E. Mercer, chairman and president of Mercer Group,
Inc., entered into an employment agreement to act as our president and chief
executive officer, in return for 13,340,000 shares of our stock.

Strategic Business Planning

We are currently focusing on developing a strategic business planning business.

In general, Strategic Business Planning is a methodical process for:

o identifying the essential core description of the endeavor,
o identifying and documenting underlying assumptions about the elements
of operating business environment that directly impact
a business operation, but over which the business may have no
substantive influence,
o selecting, prioritizing, and documenting the principal goals that a
business or association wants to achieve,
o selecting, prioritizing, and documenting the strategies that a business
expect to use in achieving each goal, and
o developing detailed integrated action plans that will be used both as a
basis to allocate resources to business needs, and also to assess
movement your business goals.

Results of operations

Fiscal year end December 31, 2002 vs. December 31, 2001

For the twelve month period ending December 31, 2002, we incurred an operating
loss of ($126,042) compared to and an operating profit of $2,711 for the period
ending December 31, 2001.

Net Sales. There were no sales recognized from operations for the years ended
December 31, 2002 and 2001.

Cost of Sales. There were no cost of sales from operations for the years ended
December 31, 2002 and 2001.

General and Administrative. General and administrative expenses were $245,233
for the 12 month period ending December 31, 2002 compared to $37,439 for the 12
month period ending December 31, 2001. The $207,794 increase was primarily a
result of legal and professional and consulting fees of which approximately
$146,700 was paid for with our common stock.

Other Expenses. Depreciation and amortization expense for the period ending
December 31, 2002 was $624. The expense was a result of the acquisition of
office furniture and equipment in 2002. There was no depreciation and
amortization expense for the same period ending in 2001.

Other Income. Other income increased from $40,150 for the 12 month period ending
December 31, 2001, to, $119,815 for the same period ending 2002. The increase
was largely a result of the recognition of $107,419 of former inter-company debt
that was forgiven by The Majestic Companies, Ltd.

Nine months ended September 30, 2003 vs. September 30, 2002

For the nine month period ending September 30, 2003, we incurred an operating
loss of ($98,251) compared to an operating loss of ($91,472) the period ending
September 30, 2002. The increase, of $6,779 was largely a result of the costs of
preparing our registration statement.

Net Sales. There were no sales recognized from operations for the periods ended
September 30, 2003 and 2002.

Cost of Sales. There were no cost of sales from operations for the
nine month periods ended September 30, 2003 and 2002.

General and Administrative. General and administrative expenses were
$97,549 for the 9 month period ending September 30, 2003 compared to $210,897
for the 9 month period ending September 30, 2002. Due to a decrease in liquidity
and resources, we experienced a reduction in operating activities, which are
reflected in lower general and administrative expenses.

Other Expenses. Depreciation and amortization expense for the nine month
period ending September 30, 2003 was $702 vs. $390 for the nine months ending
September 30, 2002. The expense was a result of the acquisition of office
furniture and equipment.

Other Income. Other income decreased to $0 for the nine month period
ending September 30, 2003 as compared to $119,815 for the nine month period
ending September 30, 2002. The decrease was largely a result of the recognition
of inter-company debt that was forgiven by The Majestic Companies, Ltd. in 2002.

Milestones

During the next 12 months, we intend to undertake the following, assuming we
have sufficient financial resources:

o Retain an outside direct marketing firm within the first month after we
secure sufficient funding. The anticipated cost for this task is
$25,000.

o Evaluate project management software within the second month after we
secure sufficient funding. The anticipated cost for this task is
$15,000.

o Test market and launch first marketing programs within the first 2-3
months after we secure sufficient funding. The anticipated cost for
this task is $35,000.

o Develop a web site within the first 2-4 months after we secure
sufficient funding. The anticipated cost for this task is $20,000.

o Acquire project management software within the second month after we
secure sufficient funding. The anticipated cost for this task is
$30,000.

o Test our first seminar within the second month after we secure
sufficient funding. The anticipated cost for this task is $25,000.

o Implement our marketing programs between the fourth and twelfth months
after we secure sufficient funding. The anticipated cost for this task
is $55,000.

o Conduct 19 seminars between the fourth and twelfth month after we
secure sufficient funding. The anticipated cost for this task is
$475,000.

Liquidity and Capital Resources

We are a development stage company. From our inception on May 13, 1998 to
September 30, 2003, we have used $ 53,526 in operating activities and $ 242,635
in investing activities which represents $291,960. To finance these uses we
received $ 175,250 through the sale of common stock, $15,500 of advances from
shareholders, and $107,419 from the Company's former owner through September 30,
2003. As a result, at September 30, 2003 we had a net working capital deficit of
$ 13,492.

As of September 30, 2003, we had cash on hand of approximately $ 2,000, which is
sufficient to satisfy our operating requirements through the next 12 months,
assuming we commence no significant operations. To satisfy our operating
requirements through September 30, 2004, we estimate that we will need an
additional $680,000. If we do not secure this additional debt or equity
financing, we will be unable to develop our business plan. We currently have no
clients and have no commitment for additional debt or equity financing. We have
no plan in place that will eliminate this risk.

We intend to raise additional funds from an offering of our stock in the future.
We have not taken any steps to effect this offering. The offering may not occur,
or if it occurs, may not generate the required funding. We may also consider
securing debt financing. We may not generate operating cash flow or raise other
equity or debt financing sufficient to fund this amount. If we don't raise or
generate these funds, the implementation of our short-term business plan will be
delayed or eliminated.

The effect of inflation on our revenue and operating results was not
significant. Our operations are located primarily in North America and there are
no seasonal aspects that would have a material effect on our financial condition
or results of operations.

Our independent certified public accountants have stated in their report dated
March 12, 2003 included herein, that we have had difficulty in generating
sufficient cash flow to meet its obligations, and that we are dependent upon
management's ability to develop profitable operations. These factors among
others may raise substantial doubt about our ability to continue as a going
concern.

New Accounting Pronouncements

In March 2000, the FASB issued interpretation No. 44 ("FIN 44"), "Accounting for
Certain Transactions Involving Stock Compensation, an Interpretation of APB
Opinion No. 25". FIN 44 clarifies the application of APB No. 25 for (a) the
definition of employee for purposes of applying APB No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequences of various modifications to previously fixed stock
options or awards, and (d) the accounting for an exchange of stock compensation
awards in a business combination. FIN 44 is effective July 2, 2000 but certain
conclusions cover specific events that occur after either December 15, 1998 or
January 12, 2000. The adoption of FIN 44 did not have an affect on the Company's
financial statements but may impact the accounting for grants or awards in
future periods.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations (FAS 141), and FAS
142, Goodwill and Other Intangible Assets (FAS 142). FAS 141 addresses the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination. FAS 142 addresses the initial recognition
and measurement of intangible assets acquired outside of a business combination,
whether acquired individually or with a group of other assets, and the
accounting and reporting for goodwill and other intangibles subsequent to their
acquisition. These standards require all future business combinations to be
accounted for using the purchase method of accounting. Goodwill will no longer
be amortized but instead will be subject to impairment tests at least annually.
The Company is required to adopt FAS 141 and FAS 142 on a prospective basis as
of January 1, 2002; however, certain provisions of these new standards may also
apply to any acquisitions concluded subsequent to June 30, 2001. The Company
does not believe that the adoption of FAS 141 or 142 will have a material impact
on its financial statements.

In October 2001, the Financial Accounting Standards Board issued FAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144). FAS
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets. This statement supersedes FAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
(FAS 121) and related literature and establishes a single accounting model,
based on the framework established in FAS 121, for long-lived assets to be
disposed of by sale. The Company is required to adopt FAS 144 no later than
January 1, 2002. The Company does not believe that the adoption of FAS 144 will
have a material impact on its financial statements.

DESCRIPTION OF PROPERTY

We lease approximately 150 square feet of office space in San Diego, California
for an annual rental of approximately $14,544. The lease expires June 30, 2004.

We believe that our facilities are adequate for our present purposes and that
additional facilities, if required, will be available to us on reasonably
acceptable terms.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Officers, Directors and Security Holders

On March 31, 2002, The Majestic Companies, Ltd., for a purchase price of
$120,490.31, consisting of $10,000, in cash, and the forgiveness of indebtedness
owed by us to Francis A. Zubrowski totaling $110,490.31, sold 17,500,000 shares,
or 87.5 percent, of our stock to Alexander & Wade, Inc., a firm controlled by
Mr. Zubrowski, our former chairman, president, and chief executive officer. Mr.
Zubrowski owns or controls 1,360,000 shares of our common stock.

On September 1, 2002, we entered into a client service agreement with The Mercer
Group, Inc. Under the terms of the agreement, The Mercer Group provided us with:

o Financial strategies for mergers, spin-offs, and other related activities;

o Business development consulting for private companies seeking additional
capital and pre-initial public offering strategic business planning; and

o Consulting for management on running a public company.

Pursuant to the service agreement, we paid The Mercer Group, as compensation,
3,160,000 shares of our common stock, valued at $0.006 per share. The Mercer
Group is controlled by Andrew E. Mercer, our current chairman, president and
chief executive officer. Mr. Mercer owns or controls 18,000,000 shares of our
common stock.

On September 24, 2002, we entered into a capital stock exchange agreement with
U.S. Microbics, Inc. and USM Capital Group, Inc. Under the terms of the
agreement, U.S. Microbics, Inc. and USM Capital Group, Inc., as sellers,
exchanged with us all 2,000,000 shares of the common stock owned by them in USM
Financial Solutions, Inc., a Nevada corporation, incorporated on September 17,
2002, in exchange for 800,000 shares of our common stock. Our stock was
delivered 320,000 shares to U.S. Microbics and 480,000 shares to USM Capital
Group. Following the exchange, USM Financial Solutions, Inc. became our
wholly-owned subsidiary.

On September 1, 2002, we entered into a 16-month employment contract with our
president and chief executive officer and director, Andrew E. Mercer, for the
period beginning September1, 2002, and ending December 31, 2003. The contract
provides for a salary of $80,040 during its term, which was paid in advance in
the form of 13,340,000 shares of our common stock, valued at $0.006 per share.
Mr. Mercer has agreed to a confidentiality agreement and a covenant not to
compete for 16 months following the termination of the agreement.

On September 1, 2002, we entered into a client service agreement with USM
Capital Group, Inc. Under the terms of the agreement, USM Capital Group provided
us with:

o Financial strategies for mergers, spin-offs, and other related activities;

o Business development consulting for private companies seeking additional
capital and pre-initial public offering strategic business planning; and

o Consulting for management on running a public company.

Pursuant to the service agreement, we paid USM Capital Group, as compensation,
200,000 shares of our common stock, valued at $0.006 per share.

Transactions with Promoters

The promoters of Commerce Development are Alexander & Wade, Inc., Francis A.
Zubrowski, U.S. Microbics, Inc., USM Capital Group, Inc., The Mercer Group,
Inc., and Andrew E. Mercer. All of the promoters, with the exception of Mr.
Mercer, have received shares of our stock as set forth below. Mr. Mercer only
received a beneficial interest in our shares due to his ownership interest in
The Mercer Group. See "Business."

Number of Consideration Received
Shares by
Name Received Commerce Development
_________________________ __________ _____________________________________
Alexander & Wade, Inc. 850,000 Advice and proceeds for sale of stock
Francis A. Zubrowski 510,000 Advice and proceeds for sale of stock
U.S. Microbics, Inc. 420,000 Share exchange and purchase of stock
USM Capital Group, Inc. 580,000 Share exchange and services
The Mercer Group, Inc 3,160,000 Advice and purchase of stock
Andrew E. Mercer 13,340,000 Employment services
----------
Total 18,860,000
==========

Other than the cash consideration for our stock and the exchange of our shares
in the acquisition of USM Financial Solutions, Inc., we have not received, and
we do not expect to receive, any assets from any of the promoters.

Other than the above transactions, we have not entered into any material
transactions with any director, executive officer, and nominee for director,
beneficial owner of five percent or more of our common stock, or family members
of such persons. Also, we have not had any transactions with any promoter. We
are not a subsidiary of any company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular
trading market may not develop, or if developed, may not be sustained. A
shareholder in all likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for public resales.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops. We have no plans, proposals, arrangements, or understandings with any
person with regard to the development of a trading market in any of our
securities.

Options, Warrants, Convertible Securities

There are no options, warrants or convertible securities outstanding.

Penny Stock Considerations

Our shares will be "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to
anyone other than an established customer or accredited investor must make a
special suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000, or annual income exceeding $100,000 individually or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required to:

o Deliver, prior to any transaction involving a penny stock, a disclosure
schedule prepared by the Securities and Exchange Commissions relating
to the penny stock market, unless the broker-dealer or the transaction
is otherwise exempt;
o Disclose commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;
o Send monthly statements disclosing recent price information pertaining
to the penny stock held in a customer's account, the account's value
and information regarding the limited market in penny stocks; and
o Make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement to the transaction, prior to conducting any penny stock
transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt to sell shares of our common stock, which may affect the ability of
selling shareholders or other holders to sell their shares in the secondary
market and have the effect of reducing the level of trading activity in the
secondary market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders will,
in all likelihood, find it difficult to sell their securities.

OTC Bulletin Board Considerations

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market.
NASDAQ has no business relationship with issuers of securities quoted on the OTC
Bulletin Board. The SEC's order handling rules, which apply to NASDAQ-listed
securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the
high quality of its issuers, and can delist issuers for not meeting those
standards, the OTC Bulletin Board has no listing standards. Rather, it is the
market maker who chooses to quote a security on the system, files the
application, and is obligated to comply with keeping information about the
issuer in its files. The NASD cannot deny an application by a market maker to
quote the stock of a company. The only requirement for inclusion in the bulletin
board is that the issuer be current in its reporting requirements with the SEC.

Investors may have greater difficulty in getting orders filled because it is
anticipated that if our stock trades on a public market, it initially will trade
on the OTC Bulletin Board rather than on NASDAQ. Investors' orders may be filled
at a price much different than expected when an order is placed. Trading
activity in general is not conducted as efficiently and effectively as with
NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities.
Investors do not have direct access to the bulletin board service. For bulletin
board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulletin board,
they are conducted via telephone. In times of heavy market volume, the
limitations of this process may result in a significant increase in the time it
takes to execute investor orders. Therefore, when investors place market orders
- an order to buy or sell a specific number of shares at the current market
price - it is possible for the price of a stock to go up or down significantly
during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be
lower trading volume than for NASDAQ-listed securities.

Holders

As of the date of this registration statement, we had 34 shareholders of record
of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payments of dividends will depend on our earnings and financial position
and such other facts, as the Board of Directors deems relevant.

Reports to Shareholders

As a result of this offering, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934 and will file
periodic reports, proxy statements, and other information with the Securities
and Exchange Commission. We will voluntarily send an annual report to
shareholders containing audited financial statements.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 statement. For further information about us and the
shares of common stock to be sold in the offering, please refer to the
registration statement and the exhibits and schedules thereto. The registration
statement and exhibits may be inspected, without charge, and copies may be
obtained at prescribed rates, at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
registration statement and other information filed with the SEC are also
available at the web site maintained by the SEC at http://www.sec.gov.

EXECUTIVE COMPENSATION

The following table sets forth summary information concerning the compensation
received for services rendered to us during the fiscal years ended December 31,
2002 and 2001 by our CEO's.

--------------------------- --------------------- ----------- --------------- ----------------------- -----------------------
Name Position Year Salary Dollar Value of Value of other
Stock-Based Compensation
Compensation
--------------------------- --------------------- ----------- --------------- ----------------------- -----------------------
Francis Zubrowski CEO 2002 0 0 0
--------------------------- --------------------- ----------- --------------- ----------------------- -----------------------
2001 0 0 0
--------------------------- --------------------- ----------- --------------- ----------------------- -----------------------
Andrew Mercer CEO 2002 0 $80,040 [1] 0
--------------------------- --------------------- ----------- --------------- ----------------------- -----------------------

(1) Mr. Mercer has received 13,340,000 shares of our common stock valued at
$0.006 per share in payment of his salary.

No other annual compensation, including a bonus or other form of compensation;
and no long-term compensation, including restricted stock awards, securities
underlying options, LTIP payouts, or other form of compensation, was paid to Mr.
Zubrowski and Mr. Mercer during these periods.

Compensation Agreements

Board Compensation

Members of our Board of Directors do not receive cash compensation for their
services as Directors, although some Directors are reimbursed for reasonable
expenses incurred in attending Board or committee meetings.

FINANCIAL STATEMENTS

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FINANCIAL STATEMENTS AND SCHEDULES

DECEMBER 31, 2002 AND 2001

COMMERCE DEVELOPMENT CORPORATION, LTD.

(A Development Stage Company)

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
Index to Financial Statements

Page No.
Report of Independent Certified Public Accountants F-2
Consolidated Balance Sheets:
December 31, 2002 and 2001 F-3
Consolidated Statements of Operations:
For the years ended December 31, 2002 and 2001, and for the period
May 13, 1998 (date of inception) to December 31, 2002 F-4
Consolidated Statements of Deficiency in Stockholders' Equity:
For the period May 13, 1998 (date of inception) to December 31, 2002 F-5
Consolidated Statements of Cash Flows:
For the years ended December 31, 2002 and 2001, and for the period
May 13, 1998 (date of inception) to December 31, 2002 F-6
Notes to Consolidated Financial Statements F-7 to F-16

F-1

RUSSELL BEDFORD Stefanou MIRCHANDANI LLP
Certified Public Accountants

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Commerce Development Corporation, Ltd.
San Diego, California

We have audited the accompanying consolidated balance sheets of
Commerce Development Corporation, Ltd. and its subsidiary (the "Company"), a
development stage company, as of December 31, 2002 and 2001 and the related
consolidated statements of operations, deficiency in stockholders' equity, and
cash flows for the two years then ended and for the period May 13, 1998 (date of
inception) to December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based upon our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2002 and 2001, and the results of its operations and its cash
flows for the two years then ended, and from May 13, 1998 (date of inception) to
December 31, 2002, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
I, the Company is experiencing difficulty in generating sufficient cash flow to
meet it obligations and sustain its operations, which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note I. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
---------------------------------------------
RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
Certified Public Accountants

McLean, Virginia
March 12, 2003

F-2

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 and 2001

2002 2001
---- ----
ASSETS
Current Assets:
Cash and Equivalents $ 9,989 $ -
----------- ---------
Total Current Assets 9,989 -
Property, Plant and Equipment 6,550 -
Less: Accumulated Depreciation (624) -
----------- ---------
5,926 -
$ 15,915 $ -
=========== =========

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Cash Disbursed in Excess of Available Fund $ 2,493 $ -
Accounts Payable and Accrued Liabilities 1,338 -
Shareholder Advances (Note E) 10,100 -
----------- ---------
Total Current Liabilities 13,931 -

Due to The Majestic Companies, Ltd. (Note E) - 117,315

Commitments and Contingencies (Note H) - -

Deficiency in Stockholders' Equity: (Note D)
Common Stock, Par Value $0.001: 300,000,000 shares
authorized; 20,815,000 and 2,000,000 share issued
and outstanding at December 31, 2002 and 2001,
respectively. 20,815 2,000
Additional-Paid-In Capital 301,317 162,041
Common Stock Subscription 87,250
Accumulated Deficit (407,398) (281,356)
----------- ---------
Total Stockholders' Equity (deficit) 1,984 (117,315)

$ 15,915 $ -
=========== =========

See accompanying notes to consolidated financial statements

F-3

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Period May 13,
1998 (Date of Inception)
2002 2001 to December 31, 2002
---------- ----------- -------------
Operating Expenses:

General and Administrative Expenses $ 245,233 $ 37,439 $ 244,721
Loss from disposal of assets - - 212,089
Depreciation 624 - 24,620
---------- ----------- -------------
Total Operating Expenses 245,857 37,439 481,430

Other Income (Expenses) $ 119,815 $ 40,150 $ 74,032

Income Tax Expense - - -

Net Loss $ (126,042) $ 2,711 $ (407,398)
=========== =========== =============
Loss Per Common Share $ (0.01) 0.00 $ (0.12)
(Basic and Assuming Dilution)

Weighted Average Common
Shares Outstanding 8,416,397 2,000,000 3,393,625

See accompanying notes to consolidated financial statements

F-4

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE PERIOD May 13, 1998 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2002

Deficit
Accumulated
Stock During
Additional Subscription Development
Common Shares Stock Amount Paid-In Capital Payable Stage Total
------------- ------------ --------------- ------------ ------------- ----------
Shares issued at date of inception
(May 13,1998) to parent company 2,000,000 $ 2,000 $ - $ - $ - $ 2,000
Net income (loss) - - - - (35,202) (35,202)
Net transfer with Majestic - - 35,432 - - 35,432
----------- --------- ---------- ---------- --------- ----------
Balance at December 31, 1998 2,000,000 $ 2,000 $ 35,432 $ - $ (35,202) $ 2,230
=========== ========= ========== ========== ========= ==========
Net income (loss) - - - - (70,727) (70,727)
Net transfer with Majestic - - 33,266 - - 33,266
----------- --------- ---------- ---------- --------- ----------
Balance at December 31, 1999 2,000,000 $ 2,000 $ 68,698 $ - $(105,929) $ (35,231)
=========== ========= ========== ========== ========= ==========
Net income (loss) - - - - (178,138) (178,138)
Net transfer with Majestic - - 56,056 - - 56,056
----------- --------- ---------- ---------- --------- ----------
Balance at December 31, 2000 2,000,000 $ 2,000 $ 124,754 $ - $(284,067) $ (157,313)
=========== ========= ========== ========== ========= ==========
Net income (loss) - - - - 2,711 2,711

Net transfer with Majestic - - 37,287 - - 37,287
----------- --------- ---------- ---------- --------- ----------
Balance at December 31, 2001 2,000,000 $ 2,000 $ 162,041 $ - $(281,356) $ (117,315)
=========== ========= ========== ========== ========= ==========
Shares issued to consultants in May
2002 in exchange for services
rendered at $.06 per share 715,000 715 42,185 - - 42,900
Shares issued to consultants and
employees in September 2002 in
exchange for services rendered at
$.06 per share 17,300,000 17,300 86,500 - - 103,800
Shares issued in September 2002 in
connection with acquisition of
USM Financial Solutions, Inc. valued
at $.006 per share 800,000 800 4,000 - - 4,800

Common stock subscription - - - 87,250 - 87,250

Net income (loss) - - - - (126,042) (126,042)

Net transfer with Majestic - - 6,591 - - 6,591
----------- --------- ---------- ---------- --------- ----------
Balance at December 31, 2002 20,815,000 $ 20,815 $ 301,317 $ 87,250 $ (407,398) $ 1,984
=========== ========= ========== ========== ========= ==========

See accompanying notes to consolidated financial statement

F-5

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period May
13, 1998 (Date of
Inception) through
2002 2001 December 31, 2002
---- ---- -----------------
Cash flows from operating activities:
Net income (loss) for the period $ (126,042) $ 2,711 $ (407,398)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Adjustment for the value of common stock issued to
Majestic, in connection with stock splits in March and
August 2002 (Note D) - - 2,000
Common stock issued in exchange for services (Note D) 146,700 - 146,700
Common stock issued in connection with acquisition of USM
Financial Solutions, Inc. 4,800 - 4,800
Adjustments for expenses previously paid by Majestic on the
Company's behalf (Note B) 6,591 37,287 168,632
Extinguishment of debt to Majestic (Note E) (107,419) - (107,419)
Depreciation 624 - 24,619
Loss from disposal of assets - - 212,089
Increase (decrease) in:
Cash Disbursed in Excess of Available Fund 2,493 - 2,493
Accounts payable and accrued liabilities 1,338 - 1,338
------------ ----------- ------------
Net cash provided by (used in) operating activities (70,915) 39,998 47,854
Cash flows used in investing activities:
Acquisition of property, plant, and equipment (6,550) - (242,634)
Cash flows from financing activities:
Proceeds from common stock subscription 87,250 - 87,250
Proceeds from (repayment to) shareholders loans 10,100 - 10,100
Due to related parties, net (9,896) (39,998) 107,419
------------ ----------- ------------
Net cash provided by (used in) financing activities 87,454 (39,998) 204,769

Net increase (decrease) in cash and equivalents 9,989 - 9,989

Cash and cash equivalents at beginning of period - - -
------------ ----------- ------------
Cash and cash equivalents at end of period $ 9,989 $ - $ 9,989
============ =========== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Cash paid during the period for taxes $ - $ - $ -
Cash paid during the period for interest $ - $ - $ -
Common stock issued for services $ 146,700 $ - $ 146,700
Acquisition:
Assets acquired, net - - -
Acquisition costs
4,800 - 4,800
Liabilities assumed, net - - -
Common stock issued (4,800) - (4,800)
------------ ----------- ------------
Net cash paid for acquisition $ - $ - $ -
============ =========== ============

See accompanying notes to consolidated financial statements

F-6

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

Business and Basis of Presentation

Commerce Development Corporation, Ltd. (the "Company"), formerly Majestic
Financial, Ltd., is incorporated under the laws of the state of Maryland in May
1998. From inception to March 31, 2002, the Company was a wholly-owned
subsidiary of The Majestic Companies, Ltd. ("Majestic", the "Parent"). In March
2002, Majestic's Board of Directors approved a plan to spin-off the Company to
an entity controlled by Majestic's former Chief Executive Officer and to
Majestic's stockholders (see Note B). The financial statements of the Company as
of March 2002 are presented on a carved-out basis, and derived from the
historical financial statements of Majestic, and are not indicative of the
financial position, results of operations or net cash flows that would have
existed had the Company been a separate stand-alone entity during the periods
presented or of future results. Summarized results of the allocation of expenses
are further described in Note B.

In the past the Company was engaged in the limited origination and servicing of
new modular building leases. This activity is conducted primarily in the state
of California. All of the leases which the Company entered into were accounted
for as operating leases. The Company ceased entering into new leases in 2000 and
the accompanying consolidated financial statements reflect as other income, the
revenues recognized from the final leasing transactions.

On September 24, 2002, the Company acquired USM Financial Solutions, Inc. ("USM
Financial"), a wholly owned subsidiary of U.S. Microbics, Inc., through a Stock
Exchange Agreement ("Agreement"). Pursuant to the Agreement, USM Financial
became a wholly-owned subsidiary of the Company (Note C). The consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiary, USM Financial Solutions, Inc. All significant intercompany balances
and transactions have been eliminated in consolidation.

The Company is a development stage company, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS 7") and is in the business of providing
business management and capital acquisition solutions. To date, the Company has
generated no significant operating revenues, and has incurred expenses and has
sustained losses. Consequently, its operations are subject to all risks inherent
in the establishment of a new business enterprise. For the period from inception
through December 31, 2002, the Company has accumulated losses of $407,398.

Revenue Recognition

The Company follows a policy of recognizing revenue from leasing modular
buildings as operating leases.

Advertising

The Company follows the policy of charging the costs of advertising to expenses
as incurred. The Company occurred $511, $13,898 and $15,773 of advertising costs
for the years ended December 31, 2002, 2001 and for the period from inception to
December 31, 2002, respectively.

Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

F-7

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Property and Equipment

For financial statement purposes, property and equipment are depreciated using
the straight-line method over their estimated useful lives (seven years for
furniture, fixtures and equipment). The straight-line method of depreciation is
also used for tax purposes.

Income Taxes

Income taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be removed or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.

Earnings Per Share

The Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings per share has
been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrants have been excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material.

Impairment of Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

F-8

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Research and Development

The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs.
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The Company incurred no
research and product development costs for the year ended December 31, 2002 and
2001 and the period from inception to December 31, 2002.

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
trade receivables. The Company places its cash and temporary cash investments
with credit quality institutions. At times, such investments may be in excess of
the FDIC insurance limit. The Company's customers are concentrated primarily in
the state of California and it periodically reviews its trade receivables in
determining its allowance for doubtful accounts.

Stock Based Compensation

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary charge to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2002 and will
adopt the interim disclosure provisions for its financial reports for the
quarter ended March 31, 2003. The Company does not have any awards of
stock-based employee compensation outstanding at December 31, 2002.

Liquidity

As shown in the accompanying financial statements, the Company incurred a net
loss of $126,042 for the year ended December 31, 2002. For the period from
inception through December 31, 2002, the Company has accumulated losses of
$407,398. As of December 31, 2002, the Company's current liabilities exceeded
its current assets by $3,942. Consequently, its operations are subject to all
risks inherent in the establishment of a new business enterprise.

F-9

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

Segment Information

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

Reclassifications

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The FASB also issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144), in August and October 2001,
respectively.

SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.

F-10

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (Continued)

Effective January 1, 2002, the Company adopted SFAS No. 142. Under the new
rules, the Company will no longer amortize goodwill and other intangible assets
with indefinite lives, but such assets will be subject to periodic testing for
impairment. On an annual basis, and when there is reason to suspect that their
values have been diminished or impaired, these assets must be tested for
impairment, and write-downs to be included in results from operations may be
necessary. SFAS No. 142 also requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption.

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no material impact on the Company's consolidated financial
statements.

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material impact on its consolidated results of operations and financial
position upon adoption. The Company plans to adopt SFAS No. 143 effective
January 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No. 144
superseded Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no
material impact on the Company's consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt", and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers". This Statement amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The provisions
of this Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
Company does not expect the adoption to have a material impact to the Company's
financial position or results of operations.

F-11

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (Continued)

In October 2002, the FASB issued Statement No. 147, "Acquisitions of Certain
Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the scope of both Statement 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with Statements No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, to include in its scope long-term customer-relationship
intangible assets of financial institutions such as depositor- and
borrower-relationship intangible assets and credit cardholder intangible assets.
The requirements relating to acquisitions of financial institutions is effective
for acquisitions for which the date of acquisition is on or after October 1,
2002. The provisions related to accounting for the impairment or disposal of
certain long-term customer-relationship intangible assets are effective on
October 1, 2002. The adoption of this Statement did not have a material impact
to the Company's financial position or results of operations as the Company has
not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure", which amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The transition guidance and annual disclosure provisions of Statement
148 are effective for fiscal years ending after December 15, 2002, with earlier
application permitted in certain circumstances. The interim disclosure
provisions are effective for financial reports containing financial statements
for interim periods beginning after December 15, 2002. The adoption of this
statement did not have a material impact on the Company's financial position or
results of operations as the Company has not elected to change to the fair value
based method of accounting for stock-based employee compensation.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

F-12

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE B - SPIN-OFF TRANSACTIONS

On March 31, 2002, the Company's parent, The Majestic Companies, Ltd. (the
"Majestic" or "Parent"), entered into a Stock Purchase Agreement ("Agreement")
to spin-off the Company to Alexander & Wade, Inc. (the "A&W"), an entity
controlled by Majestic's former Chief Executive Officer and to Majestic's
stockholders.

Pursuant to the Agreement, the Company authorized a stock split of
20,000,000-for-1, which increased the solely one share outstanding to 20,000,000
shares. A&W agreed to purchase 17,500,000 shares of the Company's common stock,
and the remaining 2,500,000 would be distributed as a dividend to the
shareholders of record of Majestic as of April 30, 2002. After the closing of
the Agreement, Majestic received $10,000 from A&W, and other good and valuable
consideration. A&W assumed total liabilities for any and all outstanding
obligations of the Company in existence at the time of closing, and also assumed
$110,490 of Majestic's debt owed to its former Chief Executive Officer.

Certain information in the Company's financial statements relating to the
results of operations and financial condition was derived from the historical
financial statements of Majestic, which have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Various allocation methodologies were employed to allocate the expenses incurred
by Majestic on the Company's behalf. Allocations of these expenses include
advertising, officer salaries, accounting and legal fees, rent, and other
general office expenses. Management believes that these allocation methodologies
are reasonable. The expenses allocated are not necessarily indicative of the
expenses that would have been incurred if the Company had been a separate,
independent public entity and had managed these functions. The Company may incur
additional general administrative expenses, and other costs as a result of
operating independently of Majestic.

The accompany financial statements include expenses incurred by Majestic on
behalf of the Company, summarized results of the allocation expenses are as
follows:

For the Period May 13, 1998
(Date of Inception) through
2002 2001 December 31, 2002
Net transfer from Majestic - ----------- ---------- --------------------------
beginning of the period $ 162,041 $ 124,754 $ -
Net transactions with Majestic:
Advertising 511 13,898 15,774
Accounting and legal fees 2,375 3,920 64,747
Rent 1,500 5,680 22,375
Officer salaries 717 11,548 44,184
Office expenses 1,488 2,241 21,552
----------- ---------- --------------------------
6,591 37,287 168,632
----------- ---------- --------------------------
Net transfer from Majestic -
end of the period $168,632 $ 162,041 $ 168,632
=========== ========== ==========================

F-13

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE C - BUSINESS COMBINATION

On September 24, 2002, the Company acquired USM Financial Solutions, Inc. ("USM
Financial"), a wholly owned subsidiary of U.S. Microbics, Inc. ("US Microbics"),
through a Stock Exchange Agreement ("Agreement"). Pursuant to the Agreement, the
Company issued to US Microbics and US Microbics's majority-owned subsidiary, USM
Capital Group, Inc. ("USM Capital"), a total of 800,000 shares of common stock
of the Company.

USM Financial has no assets and liabilities and has no business activities as of
December 31, 2002. The excess of the aggregate purchase price over the fair
market value of net assets acquired was recorded as acquisition costs and
expensed in the period incurred. The acquisition is being accounted for as a
purchase in accordance with APB 16 and, accordingly, the operating results of
the acquired company have been included in the Company's financial statements
since the date of acquisition.

The following summarizes the acquisition of USM Financial:

Issuance of 800,000 shares of common stock $ (4,800)
Assets acquired -
Liabilities assumed -
Acquisition costs 4,800
---------
$ -
---------
NOTE D - CAPITAL STOCK

The Company was authorized to issue 10,000,000 shares of common stock with a par
value of $.01 per share. In March 2002, the Company's Board of Directors
approved an increase in the Company's authorized common stock to 300,000,000
shares and changed the par value from $.01 to $.001 per share.

In May 1998, the Company issued one share of common stock at par to its parent
company, The Majestic Company, Ltd. ("Majestic"). In March 2002, pursuant to a
Stock Purchase Agreement ("Agreement") to spin-off the Company (see Note B), the
Company authorized a stock split of 20,000,000-for-1, which increased the solely
one share outstanding to 20,000,000 shares. A&W purchased 17,500,000 shares of
the Company's common stock from Majestic, and the remaining 2,500,000 would be
distributed as a dividend to the shareholders of record of Majestic as of April
30, 2002.

On August 31, 2002, the Company effected a one one-for-ten reverse stock split
of its authorized and outstanding shares of common stock. All references in the
financial statements and notes to financial statements, numbers of shares and
share amounts have been retroactively restated to reflect the reverse split. The
Company has 20,815,000 shares issued and outstanding as of December 31, 2002.

On September 24, 2002, the Company issued a total of 800,000 shares of common
stock to US Microbics, Inc. and USM Capital Group, Inc. pursuant to a Stock
Exchange Agreement (Note C). The shares were valued at $0.006 per share, which
approximated the fair value of the Company's common stock during the period.

During 2002, the Company issued a total of 18,015,000 shares of common stock to
consultants and employees for $146,700 of services rendered. The shares issued
to the consultants and employees were based upon the value of the services
received, which did differ materially from the value of the stock issued.

F-14

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE E - RELATED PARTY TRANSACTIONS

During the period May 13, 1998 through March 31, 2002 (the "spin-off date"),
Majestic advanced funds to the Company for working capital purposes. The amount
due Majestic is $117,315 and $107,419 as of December 31, 2001 and March 31,
2002, respectively. No formal repayment terms or arrangements existed. In June
2002, the

Company was legally released from its obligation to Majestic. The Company
recognized $107,419 of other income in connection with the extinguishment of the
debt. Corporate general and administrative expenses incurred by Majestic on
behalf of the Company as of March 31, 2002 (the "spin-off") are summarized in
Note B.

Significant shareholders of the Company have advanced funds to the Company for
working capital purposes. The amount of the advances at December 31, 2002 and
2001 is $10,100 and $0, respectively. No formal repayment terms or arrangements
exist.

NOTE F - INCOME TAXES

The Company has adopted Financial Accounting Standard No. 109 which requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statement or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between financial statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.

As of December 31, 2001, the Company's results from operations was include in
the consolidated income tax returns of Majestic and as a result, the Company
does not have a material net operating loss carryforward for federal income tax
purposes. The Company's aggregate net operating losses during 2002 approximate
$126,000 which expire through 2022, subject to limitations of Section 382 of the
Internal Revenue Code, as amended. The deferred tax asset related to the
carryforward is approximately $32,000. Due to significant changes in the
Company's ownership, the Company's future use of its existing net operating
losses may be limited. Accordingly, the Company has provided a valuation reserve
against the full amount of the net operating loss benefit.

Components of deferred tax assets as of December 31, 2002 are as follows:

Non Current:
Net operating loss carryforward $ 32,000
Valuation allowance (32,000)
--------
Net deferred tax asset $ -
--------

F-15

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001

NOTE G - LOSSES PER COMMON SHARE

The following table presents the computation of basic and diluted earning (loss) per share:

For the period from May 13, 1998
2002 2001 (date of inception) through
December 31, 2002
---------- ---------- -----------------------------
Net income (loss) available for common
shareholders $ (126,042) $ 2,711 $ (407,398)
========== ========== =============================
Basic and fully diluted loss per share $ (0.01) $ 0.00 $ (0.12)
========== ========== =============================
Weighted average common shares outstanding 8,416,397 2,000,000 3,393,625
========== ========== =============================

NOTE H - COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to legal proceedings and claims, which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity.

NOTE I - GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the financial statements during the
years ended December 31, 2002 and 2001, the Company incurred net loss of
$126,042 and net income of $2,711, respectively. For the period from inception
through December 31, 2002, the Company has accumulated losses of $407,398. These
factors among others may indicate that the Company will be unable to continue as
a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain profitable status and improve its liquidity through the
continued developing, marketing and selling of its products and additional
equity investment in the Company. The accompanying financial statements do not
include any adjustments that might result should the Company be unable to
continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

F-16

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)

September 30, 2003

Table of Contents

Condensed Consolidated Balance Sheets:
September 30, 2003 and December 31, 2002 F-2

Condensed Consolidated Statements of Losses:
Three and Nine Months Ended September 30, 2003 and 2002
For the Period May 13, 1998 (Date of Inception) through
September 30, 2003 F-3

Condensed Consolidated Statements of Deficiency in Stockholders' Equity:
For the period May 13, 1998 (Date of Inception) through
September 30, 2003 F-4

Condensed Consolidated Statements of Cash Flows:
Nine Months Ended September 30, 2003 and 2002
For the Period May 13, 1998 (Date of Inception) through
September 30, 2003 F-5

Notes to Unaudited Condensed Consolidated Financial Information:
September 30, 2003 F-6-F-10

F-1

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2003 December 31, 2002
--------------- -----------------
(Unaudited) (Audited)

ASSETS
Current Assets:
Cash and Equivalents $ 2,008 $ 9,989
--------------- -----------------

Total Current Assets 2,008 9,989

Property, Plant and Equipment 6,550 6,550
Less: Accumulated Depreciation (1,326) (624)
--------------- -----------------
5,224 5,926
$ 7,233 $ 15,915
=============== =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICT)
Current Liabilities:
Cash Disbursed in Excess of Available Fund $ - $ 2,493

Accounts Payable and Accrued Liabilities - 1,338
Shareholder Advances 15,500 10,100
--------------- -----------------
Total Current Liabilities 15,500 13,931
Stockholders' Equity (Deficit)
Common Stock, Par Value $0.001: 300,000,000 shares
authorized; 21,165,500 and 20,815,000 shares
issued and outstanding at September 30, 2003 and
December 31, 2002, respectively. 21,166 20,815

Additional-Paid-In Capital 476,216 301,317

Common Stock Subscription - 87,250
Accumulated Deficit (505,649) (407,398)
--------------- -----------------
Total Stockholders' Equity (Deficit) (8,267) 1,984

$ 7,233 $ 15,915
=============== =================

See accompanying footnotes to the unaudited condensed consolidated financial information

F-2

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
(UNAUDITED)

For the Period
May 13, 1998
(Date of
For The Three Months Ended For The Nine Months Ended Inception) to
September 30, September 30, September 30,
2003 2002 2003 2002 2003
------------- ------------ --------------- ------------ -------------
Operating Expenses:
General and Administrative
Expenses $ 4,201 $ 130,385 $ 97,549 $ 210,897 $ 554,360

Depreciation and Amortization 234 390 702 390 25,322
------------- ------------ --------------- ------------ -------------
Total Operating Expenses 4,435 130,775 98,251 211,287 579.682

Other Income (Expenses) - - - 119,815 74,032

Income Tax Expense - - - - -
------------- ------------ --------------- ------------ -------------
Net Loss $ (4,435) $ (130,774) $ (98,251) $ 91,472 $ (505,649)
============= ============ =============== ============ =============
Income/(Loss) Per Common Share
(Basic and Assuming Dilution) $ (0.00) $ (0.02) $ (0.00) $ (0.03) $ (0.09)
============= ============ =============== ============ =============
Weighted Average Common
Shares Outstanding 21,165,000 8,114,620 21,443,603 3,546,355 5,849,048
============= ============ =============== ============ =============

See accompanying footnotes to the unaudited condensed consolidated financial information

F-3

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE PERIOD MAY 13, 1998 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2003
Deficit
Additional Stock Accumulated
Paid-In Subscription During
Common Shares Stock Amount Capital Payable Development Stage Total
------------- --------- ---------- ---------- ----------------- ----------
Shares issued at date of inception
(May 13,1998) to parent company 2,000,000 $ 2,000 $ - $ - $ - $ 2,000

Net income (loss) - - - - (35,202) (35,202)

Net transfer with Majestic - - 35,432 - - 35,432
------------ --------- ---------- ---------- ---------- ----------

Balance at December 31, 1998 2,000,000 $ 2,000 $ 35,432 $ - $ (35,202) $ 2,230
============ ========= ========== ========== ========== ==========
Net income (loss) - - - - (70,727) (70,727)

Net transfer with Majestic - - 33,266 - - 33,266
------------ --------- ---------- ---------- ---------- ----------
Balance at December 31, 1999 2,000,000 $ 2,000 $ 68,698 $ - $(105,929) $ (35,231)
============ ========= ========== ========== ========== ==========
Net income (loss) - - - - (178,138) (178,138)

Net transfer with Majestic - - 56,056 - - 56,056
------------ --------- ---------- ---------- ---------- ----------
Balance at December 31, 2000 2,000,000 $ 2,000 $ 124,754 $ - $(284,067) $ (157,313)
============ ========= ========== ========== ========== ==========
Net income (loss) - - - - 2,711 2,711

Net transfer with Majestic - - 37,287 - - 37,287
------------ --------- ---------- ---------- ---------- ----------
Balance at December 31, 2001 2,000,000 $ 2,000 $ 162,041 $ - $(281,356) $ (117,315)
============ ========= ========== ========== ========== ==========
Shares issued to consultants in May
2002 in exchange for services rendered
at $.06 per share 715,000 715 42,185 - - 42,900
Shares issued to employees and consultants
in September 2002 in exchange for services
rendered at $.06 per share 17,300,000 17,300 86,500 - - 103,800
Shares issued in September 2002 in
connection with acquisition of USM
Financial Solutions, Inc. valued at $.006
per share 800,000 800 4,000 - - 4,800

Common stock subscription - - - 87,250 - 87,250

Net income (loss) - - - - (126,042) (126,042)

Net transfer with Majestic - - 6,591 - - 6,591
------------ --------- ---------- ---------- ---------- ----------
Balance at December 31, 2002 20,815,000 $ 20,815 $ 301,317 $ 87,250 $(407,398) $ 1,984
============ ========= ========== ========== ========== ==========
Shares issued to sophisticated investors
in February 2003 for cash at $0.50 per
share 176,000 176 87,824 - - 88,000
Common stock issued in February 2003 at
$.50 per share for common stock
subscription proceeds received in
December 2002 174,500 175 87,075 (87,250) - -

Net income (loss) - - - - (93,251) (93,251)
----------- --------- ---------- ---------- ---------- ----------
Balance at September 30, 2003 21,165,500 $ 21,166 $ 476,216 $ - $(505,649) $ (8,267)
=========== ========= ========== ========== ========== ==========

See accompanying footnotes to the unaudited condensed consolidated financial information

F-4

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the Period May
For The Six Months Ended 13, 1998 (Date of
September 30, Inception) through
2003 2002 September 30, 2003
---------- --------- ----------------
Cash flows from operating activities:
Net income (loss) for the period $ (98,250) $ 91,472 $ (505,649)
Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:
Adjustment for the value of common stock in connection with stock
splits in March and August 2002 - 20,000 2,000
Common stock issued in exchange for services - 144,210 146,700
Adjustments for expenses previously paid by Majestic on the Company's
behalf - 6,591 168,632
Common stock issued in connection with acquisition of USM Financial - 4,800 4,800
Extinguishment of debt to Majestic - (107,419) (107,419)
Depreciation and amortization 702 390 25,322
Loss from disposal of assets - - 212,089
Increase (decrease) in:
Cash disbursed in excess of available fund (2,493) - -
Accounts payable and accrued liabilities (1,338) 20,000 -
---------- --------- ---------------- (
Net cash provided by (used in) operating activities (101,380) (2,900) (53,526)

Cash flows used in investing activities:
Acquisition of property, plant, and equipment - (6,550) (242,635)

Cash flows from financing activities:
Proceeds from sale of common stock 88,000 - 175,250
Proceeds from (repayment to) shareholders loans 5,400 20,000 15,500
Advances form (to) related parties, net - (9,897) 107,419
---------- --------- ----------------
Net cash provided by (used in) financing activities 93,400 10,104 298,169

Net increase (decrease) in cash and equivalents (7,980) 654 2,008

Cash and cash equivalents at beginning of period 9,989 - -
---------- --------- ----------------
Cash and cash equivalents at end of period $ 2,008 $ 654 $ 2,088
========== ========= ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for taxes $ - $ - $ -
Cash paid during the period for interest - - -
Common stock issued for services - 144,210 146,700
Acquisition:
Assets acquired, net - - -
Acquisition costs - 4,800 4,800
Liabilities assumed, net - - -
Common stock issued - - (4,800)
---------- --------- ----------------
Net cash paid for acquisition - - -

See accompanying footnotes to the unaudited condensed consolidated financial information

F-5

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
SEPTEMBER 30, 2003
(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Item 310 of SEC Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the nine-month period ended
September 30, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. The unaudited consolidated
financial statements should be read in conjunction with the consolidated
December 31, 2002 financial statements and footnotes thereto included in the
Company's SEC Form SB-2, as amended.

Business and Basis of Presentation

Commerce Development Corporation, Ltd. (the "Company"), formerly Majestic
Financial, Ltd., was incorporated under the laws of the state of Maryland in May
1998. From inception to March 31, 2002, the Company was a wholly-owned
subsidiary of The Majestic Companies, Ltd. ("Majestic", the "Parent"). In March
2002, Majestic's Board of Directors approved a plan to spin-off the Company to
an entity controlled by Majestic's former Chief Executive Officer and to
Majestic's stockholders (see Note B). The financial statements of the Company as
of March 2002 are presented on a carved-out basis, and derived from the
historical financial statements of Majestic, and are not indicative of the
financial position, results of operations or net cash flows that would have
existed had the Company been a separate stand-alone entity during the periods
presented or of future results. Summarized results of the allocation of expenses
are further described in Note B.

The Company is a development stage company, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS 7") and is in the business of providing
business management and capital acquisition solutions. To date, the Company has
generated no significant operating revenues, and has incurred expenses and has
sustained losses. Consequently, its operations are subject to all risks inherent
in the establishment of a new business enterprise. For the period from inception
through September 30, 2003, the Company has accumulated losses of $505,649.

F-6

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
SEPTEMBER 30, 2003
(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassification

Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.

Stock Based Compensation

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary charge to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2002 and for
the quarter ended September 30, 2003. The Company does not have any awards of
stock-based employee compensation outstanding as of September 30, 2003.

New Accounting Pronouncements

NOTE B - SPIN-OFF TRANSACTIONS

F-7

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2003
(UNAUDITED)

NOTE B - SPIN-OFF TRANSACTIONS (Continued)

Pursuant to the Agreement, the Company authorized a stock split of
20,000,000-for-1, which increased the solely one share outstanding to 20,000,000
shares. A&W agreed to purchase 17,500,000 shares of the Company's common
stock, and the remaining 2,500,000 would be distributed as a dividend to the
shareholders of record of Majestic as of April 30, 2002. After the closing of
the Agreement, Majestic received $10,000 from A&W, and other good and
valuable consideration. A&W assumed total liabilities for any and all
outstanding obligations of the Company in existence at the time of closing, and
also assumed $110,490 of Majestic's debt owed to its former Chief Executive
Officer.

The accompany financial statements include expenses incurred by Majestic on
behalf of the Company, summarized results of the allocation expenses are as
follows:

For the Period May 13, 1998
For the Nine Month Ended September 30, (Date of Inception) through
2003 2002 September 30, 2003
----------- ---------- -------------------
Net transfer from Majestic - $ 168,632 $ 162,041 $ -
beginning of the period
Net transactions with Majestic:
Advertising - 511 15,774
Accounting and legal fees - 2,375 64,747
Rent - 1,500 22,375
Officer salaries - 717 44,184
Office expenses - 1,488 21,552
----------- ---------- -------------------
- 6,591 168,632
----------- ---------- -------------------
Net transfer from Majestic -
end of the period $ 168,632 $ 168,632 $ 168,632
=========== ========== ===================

F-8

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
SEPTEMBER 30, 2003
(UNAUDITED)

NOTE C - BUSINESS COMBINATION

USM Financial has no assets and liabilities and has no business activities as of
June 30, 2003. The excess of the aggregate purchase price over the fair market
value of net assets acquired was recorded as acquisition costs and expensed in
the period incurred . The acquisition is being accounted for as a purchase in
accordance with SFAS 141 and, accordingly, the operating results of the acquired
company have been included in the Company's financial statements since the date
of acquisition.

The following summarizes the acquisition of USM Financial:

Issuance of 800,000 shares of common stock $ (4,800)
Assets acquired -
Liabilities assumed -
Acquisition costs 4,800
---------
$ -
=========
NOTE D - CAPITAL STOCK

On August 31, 2002, the Company effected a one-for-ten reverse stock split of
its authorized and outstanding shares of common stock. All references in the
financial statements and notes to financial statements, numbers of shares and
share amounts have been retroactively restated to reflect the reverse split. The
Company has 20,815,000 shares issued and outstanding as of December 31, 2002.

F-9

COMMERCE DEVELOPMENT CORPORATION, LTD.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
SEPTEMBER 30, 2003
(UNAUDITED)

NOTE D - CAPITAL STOCK (Continued)

In December 2002, the Company received $87,250 proceeds of common stock
subscription from sophisticated investors at $0.50 per share. In February 2003,
the Company issued an aggregate of 174,500 shares of common stock to the
sophisticated investors for common stock previously subscribed.

In February 2003, the Company issued additional 176,000 shares of common stock
at $0.50 per share to sophisticated investors and received proceeds of $88,000,
net of costs.

F-10

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

PRELIMINARY PROSPECTUS
COMMERCE DEVELOPMENT CORPORATION, LTD.
Dated _____________, 2003

The selling shareholders will offer their shares at $1.50 per share until our
shares are quoted on the OTC Bulletin Board and thereafter at prevailing market
prices or privately negotiated prices. We will not receive proceeds from the
sale of shares from the selling shareholders.

We will pay all expenses of registering the securities, currently estimated at
$210,000.

Our common stock is not now listed on any national securities exchange, the
NASDAQ stock market or the OTC Bulletin Board.

Dealer Prospectus Delivery Obligation

Until _________ (90 days from the date of this prospectus) all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our Articles of Incorporation give us the power to indemnify our officers,
directors, employees and agents to the full extent permitted under Maryland
General Corporation Law. Our Bylaws further provide for the indemnification of
such persons to the full extent permitted under Maryland General Corporation Law
and for the payment of expenses in advance of any final disposition of action.
These provisions are permitted under Maryland General Corporation Law. In the
event that the Maryland General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors and officers, the Articles of Incorporation and Bylaws will be amended
accordingly. We have not purchased directors and officers liability insurance.
However, we may purchase such insurance in the future to limit our potential
exposure for indemnification of directors and officers.

Section 2-418 of the Maryland General Corporation Law provides, in
substance, that corporations, under certain circumstances, have the power to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by reason of the fact of such
position against expenses incurred in defending any such action, suit or
proceeding.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by us in connection
with the issuance and distribution of the securities being offered by this
prospectus. Items marked with an asterisk (*) represent estimated expenses. We
have agreed to pay all the costs and expenses of this offering. Selling security
holders will pay no offering expenses.

----------------------------------- ------------------------------
ITEM AMOUNT
----------------------------------- ------------------------------
SEC Registration Fee* $2,000
----------------------------------- ------------------------------
Legal Fees and Expenses $50,000
----------------------------------- ------------------------------
Accounting Fees and Expenses* $25,000
----------------------------------- ------------------------------
Miscellaneous* $133,000
----------------------------------- ------------------------------
Total* $210,000
----------------------------------- ------------------------------
* Estimated Figure

RECENT SALES OF UNREGISTERED SECURITIES

In May 2002 we issued 715,000 [post-split] shares to 13 consultants for general
business consulting services. The shares were valued at book value of $.0006 per
share for aggregate consideration of $429.

On September 1, 2002, we entered into a client service agreement with The Mercer
Group, Inc. Under the terms of the agreement, The Mercer Group provided us with:

o Financial strategies for mergers, spin-offs, and other related
activities;

o Business development consulting for private companies seeking
additional capital and pre-initial public offering strategic business
planning; and

o Consulting for management on running a public company.

On September 24,2002,we entered into a capital stock exchange agreement with
U.S. Microbics, Inc. and USM Capital Group, Inc. Under the terms of the
agreement, U.S. Microbics, Inc. and USM Capital Group, Inc., as sellers,
exchanged with us all 2,000,000 shares of the common stock owned by them in USM
Financial Solutions, Inc., a Nevada corporation, incorporated on September 17,
2002, in exchange for 800,000 shares of our common stock. Our stock was
delivered 320,000 shares to U.S. Microbics and 480,000 shares to USM Capital
Group. Following the exchange, USM Financial Solutions, Inc. became our
wholly-owned subsidiary.

On September 1, 2002, we entered into a 16-month employment contract with our
president and chief executive officer, and director, Andrew E. Mercer, for the
period beginning September 1, 2002, and ending December 31, 2003. The contract
provides for a salary of $80,040 during its term, which was paid in advance in
the form of 13,340,000 shares of our common stock, valued at $0.006 per share.

On September 1, 2002, we entered into a client service agreement with USM
Capital Group, Inc. Under the terms of the agreement, USM Capital Group provided
us with:

o Financial strategies for mergers, spin-offs, and other related
activities;

o Business development consulting for private companies seeking
additional capital and pre-initial public offering strategic business
planning; and

o Consulting for management on running a public company.

Pursuant to the service agreement, we paid USM Capital Group, as compensation,
200,000 shares of our common stock, valued at $0.006 per share or aggregate
$120.

On September 1, 2002 we issued 600,000 shares to Alexander and Wade for general
business consulting services, valued at $.0006 per share or aggregate $360 based
upon book value.

From November 21, 2002 to January 31, 2003, we issued 350,500 shares, at an
offering price of $0.50 per share to 17 investors pursuant to a private
placement conducted under Section 4(2) of the Securities Act.

In October 2003, we issued Michael T. Williams, Esq. of Williams Law Group, P.A.
200,000 shares for legal services to be rendered, valued at $.0006 per share or
aggregate $120 based upon book value.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the
above issuances. We believed that Section 4(2) was available because:

o None of these issuances involved underwriters, underwriting discounts
or commissions;
o We placed restrictive legends on all certificates issued;
o No sales were made by general solicitation or advertising;
o Sales were made only to accredited investors or investors who were
sophisticated enough to evaluate the risks of the investment.

In connection with the above transactions, although some of the investors may
have also been accredited, we provided the following to all investors:

o Access to all our books and records.
o Access to all material contracts and documents relating to our
operations.
o The opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable
hour, after reasonable advance notice, any materials available to us concerning
our business. Prospective Investors were also invited to visit our offices.

EXHIBITS

The following exhibits are filed as part of this registration statement:

Exhibit No. Identification of Exhibit

1.1 Placement Agreement between Commerce Development Corporation, Ltd.
and Mariner Investment Group, dated February 12, 2003
2.1 Stock Purchase Agreement between Alexander & Wade, Inc. and The
Mercer Group, Inc., dated September 1, 2002
2.2 USM Financial Solutions, Inc. Capital Stock Exchange Agreement
between Commerce Development Corporation, Ltd., U.S. Microbics,
Inc., and USM Capital Group, Inc., dated September 24, 2002
2.3 Stock Purchase Agreement between U.S. Microbics, Inc. and USM
Capital Group, Inc., dated January 27, 2003
2.4 Stock Purchase Agreement between Alexander & Wade, Inc. and The
Mercer Group, Inc. dated August 2, 2002
3.1 Articles of Incorporation of Majestic Financial, Ltd., filed
May 13, 1998
3.2 Articles of Amendment and Restatement of Majestic Financial, Ltd.,
filed March 12, 2002
3.3 Articles of Amendment of Majestic Financial, Ltd. changing the
name of the corporation to Commerce Development Corporation, Ltd.,
filed April 3, 2002
3.4 Bylaws of Majestic Financial, Ltd., adopted May 14, 1998
3.5 Amended Bylaws of Commerce Development Corporation, Ltd., adopted
February 3, 2003
3.6 Charter of the Audit Committee of the Board of Directors of
Commerce Development Corporation, Ltd., adopted February 3, 2003
3.7 Charter of the Compensation Committee of the Board of Directors of
Commerce Development Corporation, Ltd., adopted February 3, 2003
3.8 Resolution to Change Resident Agent
3.9 Articles of Exchange dated September 24, 2002
3.10 State of Nevada Certificate of Existence

4.1 Common Stock Certificate - Sample
4.2 Preferred Stock Certificate - Sample
5* Opinion Regarding Legality
10.1 Subscription Agreement
10.2 Reserved
10.3 USM Capital Group, Inc. Independent Client Service Agreement,
dated September 16, 2002
10.4 Andrew Mercer Employment Agreement, dated September 1, 2002
10.5 Andrew Mercer Non-Competition Agreement, dated September 1, 2002
10.6 The Mercer Group, Inc. Consulting Agreement, dated September 1,
2002
11 Computation of Per Share Earnings
22 Subsidiaries of the registrant
23.1* Consent of Counsel [Included in Item 5]
23.2* Consent of Independent Certified Public Accountants
----------
* Filed herewith.

All other exhibits previously filed.

UNDERTAKINGS

Information pertaining to our common stock is contained in our
Articles of Incorporation and Bylaws. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to:

1. File, during any period in which we offer or sell securities, a
post-effective amendment to this registration statement to:

i. Include any prospectus required by section 10(a)(3) of the
Securities Act;

ii. Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and notwithstanding the forgoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospects filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

iii. Include any additional or changed material information on the plan
of distribution.

2. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

3. File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in San Diego CA on December 2, 2003.

Commerce Development Corporation, Ltd.

---------------------------------------- ----------------------- --------------------------- ----------------------
Title Name Date Signature
---------------------------------------- ----------------------- --------------------------- ----------------------
Principal Executive Officer Andrew M. Mercer December 2, 2003 /s/ Andrew M. Mercer
---------------------------------------- ----------------------- --------------------------- ----------------------
Principal Accounting Officer Hector Medina December 2, 2003 /s/ Hector Medina
---------------------------------------- ----------------------- --------------------------- ----------------------
Principal Financial Officer Hector Medina December 2, 2003 /s/ Hector Medina
---------------------------------------- ----------------------- --------------------------- ----------------------

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

---------------------------------- ----------------------------- -------------------------------- ------------------
SIGNATURE NAME TITLE DATE
---------------------------------- ----------------------------- -------------------------------- ------------------
/s/ Andrew M. Mercer Andrew M. Mercer Director December 2, 2003
---------------------------------- ----------------------------- -------------------------------- ------------------
/s/ Frederick A. Manger Frederick A. Manger Director December 2, 2003
---------------------------------- ----------------------------- -------------------------------- ------------------
/s/ Martin Capdevilla Martin Capdevilla Director December 2, 2003
---------------------------------- ----------------------------- -------------------------------- ------------------

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