CGCO Commerce Group Corporation (CE)

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

Form 12b-25

NOTIFICATION OF LATE FILING

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

For Period Ended December 31, 2008

PART I - REGISTRANT INFORMATION

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.

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 quarterly report of the Registrant on Form 10-Q 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 five 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 (414) 462-5310
 ------------------ ----- --------
 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?

___ Yes X 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.

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: February 17, 2009 /s/ Edward A. Machulak
 -----------------------------
 Edward A. Machulak, President

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