- Notification that Annual Report will be submitted late (NT 10-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 12b-25

NOTIFICATION OF LATE FILING

X Form 10-K ___Form 20-F ___Form 11-K ____ Form 10-Q ___Form N-SAR

For Fiscal Year Ended March 31, 2011

Commission file number 1-7375

PART I - REGISTRANT INFORMATION

COMMERCE GROUP CORP.
Full Name of Registrant

N8 W22577 JOHNSON DRIVE
Address of Principal Executive Offices (street and number)

WAUKESHA, WISCONSIN 53186
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the Registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check if appropriate).

_____ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; X (b) The subject annual report, semi-annual report, transition ----- report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and ----- (c) The accountant's statements or other exhibit required by Rule 12b-25(c) has been attached if applicable.

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PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The annual report of the Registrant on Form 10-K could not be filed because management requires additional time to compile and verify the data required to be included in the report. The report will be filed within fifteen calendar days of the date the original report was due.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this

notification Edward A. Machulak [phone] ------------------ ----- -------- Name Area Code Telephone Number (2) Have all other periodic reports required under Section 13 or 15(d)

of the Securities Exchange Act of 1934 or Section 30 or the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such reports been filed? If answer is no, identify report(s).

X Yes ___ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

X Yes ____ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

It is anticipated that the Company's net loss for the fiscal year ended March 31, 2011 will be significantly higher than the net loss for the fiscal year ended March 31, 2010 because of a potential revaluation of the Company's assets and an increase in expenses.

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COMMERCE GROUP CORP.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 29, 2011 /s/ Edward A. Machulak ----------------------------- Edward A. Machulak, President