The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

The following discussion provides information on the results of operations and the financial condition, liquidity and capital resources for the second quarter periods ended September 30, 2009 and 2008. The financial statements of the Company and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

OVERVIEW

All of the Company's mining interests are located in the Republic of El Salvador, Central America. The Government of El Salvador (GOES) via the Ministry of Economy's office issued three concessions/licenses which have now been revoked or suspended. Reference is made to note (5) Commerce/Sanseb Joint Venture ("Joint Venture").

At the present time, the Government of El Salvador has for all intents and purposes, prohibited precious metal mining in the Republic of El Salvador. The Company is unable to predict if and when this policy will change. This has hampered not only mining activities, but also, the Company's ability to find a suitable investment partner. On March 7, 2008. Commerce entered into a tentative arrangement with another company to perform exploration in El Salvador. In view of these uncertainties, that company has decided not to continue its efforts to enter into a transaction relating to Commerce's San Sebastian Gold Mine in the Republic of El Salvador. The Company has invoked the legal process to challenge the actions taken by the Government of El Salvador against the Company.

If the Company succeeds in its legal challenges or the Government of El Salvador changes its policy, and the Company obtains the funds to do so, the Company intends to resume its activities in the Republic of El Salvador which are now suspended. Primarily, the Company is determined to obtain the permissions needed from El Salvador and to enter into a business arrangement through which gold will be produced at an open-pit, heap-leach operation constructed on its San Sebastian Gold Mine site which is located approximately two and one half miles off of the Pan American highway northwest of the City of Santa Rosa de Lima in the Department of La Union, El Salvador.

Because the Company does not have a final feasibility study completed within the past five years, a determination that the property contains valid reserve estimates is not possible at this time.

In the past, the Company had the following exploitation/exploration licenses, and is pursuing legal remedies in an effort to reinstate the licenses:

                                                       Acres
                                                       -----
 Exploitation/Exploration      Department or     Exploi-  Explor-
    Concessions/Licenses         Location        tation   ation     Total
 ------------------------      -------------     ------   -------   -----
Renewed San Sebastian Gold Mine  La Union          304     1,394    1,698
New San Sebastian Gold Mine      La Union/Morazan          8,372    8,372
Nueva Esparta                    La Union/Morazan         11,115   11,115
                                                   ---    ------   ------
  Total Acreage                                    304    20,881   21,185

FINANCING ACTIVITIES, LIQUIDITY AND CAPITAL RESOURCES

The Company has no revenues because it is not in production and it requires funds to purchase the necessary equipment, inventory and working capital to commence processing mineralized material.

If the Company's permits to conduct mining activity are restored, the Company will need to raise adequate funds from outside sources for this operation; the amount required is dependent on the targeted daily volume of production. However, the Company estimates that at least $30 million (net) in funding is needed for the expansion of exploration opportunities and to resume production of gold and silver from its San Sebastian Gold Mine located near the City of Santa Rosa de Lima, Republic of El Salvador, Central America.

The Company continues to rely on its directors, officers, related parties and others for its funding needs. It believes that the funding needed to proceed with the exploration of the other exploration targets for the purpose of identifying potential gold ore reserves will be greatly enhanced if the price of gold stays at the current or higher level. These exploration programs will involve airborne geophysics, stream chemistry, geological mapping, trenching, drilling, etc. The Joint Venture believes that it may be able to joint venture or enter into other business arrangements to share these exploration costs with other entities.

DEBT

Most of the debt is owed to related parties as follows:


                                  Related Parties    Others          Total
                                  ---------------    ------          -----
Accounts payable - Commerce          $    52,062   $   2,602   $     54,664
Accounts payable - Comseb                248,524       2,708        251,232
Notes payable and accrued interest    25,529,180     366,467     25,895,647
Accruals - salaries                    3,793,381                  3,793,381
Accruals - legal fees                    528,401                    528,401
Accruals - other - Commerce              551,200     188,639        739,839
Accruals - other - Comseb                            268,787        268,787
                                     -----------    --------    -----------
  Total                              $30,702,748    $829,203    $31,531,951

Although the majority of the short-term obligations are due on demand, most of the obligations have the attributes of being long-term obligations as most of the debt is due to related parties who have not called for payment during the past five or more years.

RESULTS OF OPERATION FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO SEPTEMBER 30, 2008

There are no revenues as the Company has suspended its gold production until it is able to enter into a business arrangement. The price of gold has stabilized at a price level that could assure a profitable operation. The Company recorded a net loss of $2,377,555 or $.08 cents per share for the six months ended September 30, 2009. This compares to a net loss of $1,736,515 or $.06 cents per share for the six months ended September 30, 2008. The Company has chosen to stop capitalizing mining expenses due to the changes in the El Salvadoran political climate and economy. This has caused a significantly greater loss in the most recent period. It also caused a significant increase in the general and administration expenses which were $392,755 for the six months ended September 30, 2009 compared to $79,485 for the six months ended September 30, 2008.

There was no current or deferred provision for income taxes during the six months ended September 30, 2009 or 2008. Additionally, even though the Company has an operating tax loss carry forward, the Company has previously recorded a net deferred tax asset due to an assessment of the "more likely than not" realization criteria required by the Statement of Financial Accounting Standards No. 109, Accounting for Taxes.

Since the Company was not in production, inflation did not have a material impact on operations in the six months ended September 30, 2009 or 2008. The Company does not anticipate that inflation will have a material impact on continuing operations during the next fiscal year unless the Company is producing gold and silver.

The costs for fuel will be a significant operating expense when production commences. It is expected that continued high fuel costs and increased costs of hiring and retaining qualified mining personnel with the required specialized skills to operate and manage a mining operation will have a potential significant impact on continuing operations in the future.

Interest expense in the sum of $1,984,780 was recorded by the Company during this six-month period compared to $1,657,030 for the same period in 2008, and in the past it was eliminated with the interest income earned from the Joint Venture. As stated above, the interest expense is now included in the net loss.

Almost all of the costs and expenses incurred by the Company are allocated and charged to the Joint Venture.

RESULTS OF OPERATION FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO SEPTEMBER 30, 2008

There are no revenues as the Company has suspended its gold production until it is able to enter into a business arrangement. The price of gold has stabilized at a price level that could assure a profitable operation. The Company recorded a net loss of $1,224,128 or $.04 cents per share for its three months ended September 30, 2009. This compares to a net loss of $891,377 or $.03 cents per share for the three months ended September 30, 2008. The Company has chosen to stop capitalizing mining expenses due to the changes in the El Salvadoran political climate and economy. This has caused a significantly greater loss in the most recent period. It also caused a significant increase in the general and administration expenses which were $204,521 for the three months ended September 30, 2009 compared to $40,080 for the three months ended September 30, 2008.

There was no current or deferred provision for income taxes during the three months ended September 30, 2009 or 2008. Additionally, even though the Company has an operating tax loss carry forward, the Company has previously recorded a net deferred tax asset due to an assessment of the "more likely than not" realization criteria required by the Statement of Financial Accounting Standards No. 109, Accounting for Taxes.

Since the Company was not in production, inflation did not have a material impact on operations in the three months ended September 30, 2009 or 2008. The Company does not anticipate that inflation will have a material impact on continuing operations during the next fiscal year unless the Company is producing gold and silver.

The costs for fuel will be a significant operating expense when production commences. It is expected that continued high fuel costs and increased costs of hiring and retaining qualified mining personnel with the required specialized skills to operate and manage a mining operation will have a potential significant impact on continuing operations in the future.

Interest expense in the sum of $1,019,607 was recorded by the Company during this three-month period compared to $851,297 for the same period in 2008, and in the past it was eliminated with the interest income earned from the Joint Venture. As stated above, the interest expense is now included in the net loss.

Almost all of the costs and expenses incurred by the Company are allocated and charged to the Joint Venture.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's financial condition and results of operations are based on the Company's consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America and contained within this report on S.E.C. Form 10-Q.

The preparation of the Company's financial statements requires that the Company make estimates and assumptions that affect the amounts reported in its financial statements and the accompanying notes. The Company has identified certain policies that it believes are important to the portrayal of its financial condition and results of operations. These policies require the application of significant judgment by the Company's management. The Company bases its estimates on historical experience, industry standards, and various other assumptions that it believes are reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. An adverse effect on the Company's financial condition, changes in financial condition, and results of operations could occur if circumstances change that alter the various assumptions or conditions used in such estimates or assumptions. Further information on these assumptions and on the Company's accounting policies can be found in the notes to the Company's financial statements contained in its Form 10-K for its fiscal year ended March 31, 2009. There have been no significant changes to these policies during the period discussed in this report on Form 10-Q.

RISK FACTORS

The Company's right to explore for gold and silver and to conduct mining at its properties in El Salvador is dependent upon permission from the Government of El Salvador. At the present time, the Government of El Salvador has for all intents and purposes, prohibited precious metal mining in the Republic of El Salvador. The Company is unable to predict if and when this policy will change. This has hampered not only mining activities, but also, the Company's ability to find a suitable investment partner.

On or about September 13, 2006, the El Salvador Ministry of the Environment delivered to Commerce's El Salvadoran legal counsel its revocation of the environmental permits issued for the SSGM and SCMP. The Company is contesting these actions in legal proceedings, but there can be no assurances as to what the outcome will be.

In October 2008 the Directorate of Mines notified the Company that it was not honoring the Company's previous request for an extension of the exploration permits at the San Sebastian and Nueva Esparta areas. The Company is contesting these actions in legal proceedings, but there can be no assurances as to what the outcome will be.

The Company's main objective and plan has been to operate a moderate tonnage, low-grade, open-pit, heap-leaching operation to mine gold on its SSGM site. Since the death of Commerce's long-time Chairman Edward L. Machulak on October 21, 2007, the Company has been directing most of its efforts toward finding a compatible acquisition, merger, or other business arrangement. At the present time, the Company cannot proceed with its plans because the government of El Salvador has revoked the necessary permits.

If the Company's permits to conduct mining activity are restored, the Company will need to raise adequate funds from outside sources for its proposed operations. There have been and will be no revenues for so long as the Company is not in production.

The Company has recurring net losses, negative working capital and negative cash flow from operations, and is dependent upon raising capital to continue operations. The Company's ability to continue as a going concern is subject to its ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of its securities, increasing sales or obtaining loans and grants from various financial institutions where possible. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.