U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 28, 2008

COMMERCE HOLDINGS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada 000-52564 51-0588752

State or other jurisdiction         of incorporation) Commission File Number (IRS Employer ID No.)

10 Universal City Plaza, Suite 1950

Universal City, California 91608

(Address of principal executive offices)

1-800 218-5520

(Issuer’s Telephone Number)

3701 Sacramento Street, #104

San Francisco, CA 94118

(Former Address)

Item 4.01 Change in Registrant’s Certifying Accountant

          Effective October 28, 2008, the firm of Stan J.H. Lee, CPA (“Lee”), our independent accountant during the period from March 7, 2007 through September 17, 2007, was dismissed. Our Board of Directors authorized this action. Lee had audited our financial statements for the fiscal years ended December 31, 2006 and 2005 and reviewed our financial statements for the periods ended March 31, 2007 and June 30, 2007.

In connection with the audit of our financial statements as of and for the fiscal years ended December 31, 2006 and 2005, and the interim period through September 17, 2007, there were no disagreements with Lee on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the satisfaction of Lee, would have caused them to make reference in connection with its reports to the subject matter of the disagreements.

The audit report of Lee on our financial statements as of and for the years ended December 31, 2006 and 2005, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

          We requested that Lee furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of said letter is attached to this report as Exhibit 16.1.

          Effective October 28, 2008, we retained the firm of Ronald C. Chadwick, P.C. (“Chadwick”) as our independent accountant, to audit our financial statement for our fiscal year ended December 31, 2007, and include such report as part of our annual report on Form 10-K for our fiscal year ended December 31, 2007. There were no consultations between us and Chadwick prior to their appointment.

Item 9.01. Exhibits.

Number Exhibit

16.1 Letter from Stan J.H. Lee, CPA

SIGNATURES

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

Dated: October 31, 2008

COMMERCE HOLDINGS, INC.

(Registrant)

By:s/Gary Clark_______________________________

Gary Clark, Chief Executive Officer