UNITED STATES

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): ~~January~~July 2716, 2009

COMMERCE ENERGY GROUP, INC.

(Exact Name of registrant as specified in its charter)

Delaware	001-32239	20-0501090
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Anton Blvd., Suite 2000 Costa Mesa, California		92626
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (714) 259-2500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events

~~(b)~~ On ~~January~~July 2816, 2009, ~~C. Douglas~~a ~~Mitchell,~~special ~~Noma~~meeting S.(the ~~Bates~~“Special ~~and~~Meeting”) ~~Carol~~of A.the ~~Stokes~~stockholders ~~resigned as directors~~ of Commerce ~~Energy~~ Energy Group, Inc. (the “Corporation”) ~~effective~~was held to consider and vote upon a proposal to adopt the ~~effectiveness~~Plan of Liquidation (the ~~amendment~~“Plan of Liquidation”) set forth on Annex A to the ~~Bylaws~~Corporation’s ~~disclosed~~definitive inproxy ~~Item~~statement ~~5.03~~filed with the Securities and Exchange Commission (athe “Commission”) on June ~~below~~4, 2009 (the “Proxy Statement”) and to consider and vote upon a proposal to adjourn or postpone the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there were insufficient votes at the time of such adjournment or postponement to adopt the Plan of Liquidation.

~~(d) On~~At ~~January 27,~~the ~~2009,~~time ~~Rohn Crabtree,~~ the Special ~~sole~~Meeting ~~remaining~~was ~~director~~called ofto ~~the~~order ~~Corporation~~on July 16, ~~took~~2009, ~~action~~there ~~pursuant~~was toless ~~Section 3.7~~than a ofmajority ~~Article III~~ of the Corporation’s ~~Second~~outstanding ~~Amended~~shares ~~and~~of ~~Restated~~common ~~Bylaws~~stock, par value ~~(the~~$0.001 ~~“Bylaws”)~~per toshare, ~~appoint~~present C.in ~~Douglas~~person ~~Mitchell,~~or by proxy at the ~~Corporation’s~~Special ~~Chief~~Meeting. Without the required quorum, no business ~~Financial~~could ~~Officer~~be ~~and~~transacted ~~Secretary~~at ~~and~~the anSpecial ~~employee~~Meeting ofand the ~~Corporation’s~~Special ~~former~~Meeting was ~~subsidiary,~~adjourned ~~Commerce~~without ~~Energy, Inc.~~a ~~(“Commerce”),~~vote ~~and~~upon ~~Noma~~either S.the ~~Bates~~proposal ~~and Carol~~to A.adopt ~~Stokes,~~the ~~employees~~Plan of Liquidation ~~Commerce,~~or asthe ~~Class III~~proposal ~~directors~~to ofadjourn or postpone the Special Meeting to a ~~Corporation~~later date or time.

C.Following ~~Douglas~~the ~~Mitchell~~conclusion of the Special Meeting, ~~Noma S.~~the ~~Bates~~Corporation’s sole director and ~~Carol~~sole A.remaining ~~Stokes~~executive officer ~~will~~asked ~~not~~the ~~receive~~Corporation’s ~~any~~registered ~~compensation~~agent ~~for~~in ~~their~~the State of Delaware to ~~service~~resign aswithout ~~directors~~designating ofa replacement. This action was consistent with the Corporation’s ~~and~~previous ~~will~~disclosures as ~~not~~set beforth ~~appointed~~in the Proxy Statement as to ~~any~~what actions the Corporation intended ~~committees~~to oftake if the Corporation’s ~~Board~~stockholders did not vote to adopt the Plan of Liquidation ~~Directors~~at the Special Meeting.

~~Additionally~~Accordingly, ~~None~~on August 4, 2009, the Corporation’s registered agent in the state of CDelaware resigned without designating a replacement. As a ~~Douglas~~result, ~~Mitchell~~pursuant to the Delaware General Corporation Law, ~~Noma~~the SCorporation’s charter will be forfeited 30 days after such date. Following ~~Bates~~the oreffectiveness ~~Carol~~of Athe forfeiture of the Corporation’s charter, with the exception of the activities noted in the next sentence, the Corporation will suspend all business activities. Pursuant ~~Stokes~~to ~~was~~the ~~selected~~Delaware General Corporation Law, the Corporation shall be continued for three years after the effectiveness of the forfeiture, or for such longer period as athe ~~director~~Delaware Court of Chancery shall direct, for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against the Corporation, ~~pursuant~~and enabling the Corporation to ~~any~~gradually ~~understanding~~settle ~~with~~and ~~any~~close ~~other~~its ~~person~~business, dispose of and ~~there~~convey ~~are~~its noproperty, ~~family~~discharge ~~relationships~~its ~~between~~liabilities C.and ~~Douglas~~distribute ~~Mitchell~~its remaining assets, ~~Noma~~but S.not ~~Bates~~for ~~or Carol~~the A.purpose ~~Stokes~~of ~~and~~continuing the business for which it was organized or any other ~~director~~business. Any legal action commenced by or ~~executive~~against ~~officer~~the Corporation during this three-year period will not terminate by reason of the ~~Corporation~~expiration of such period.

~~Item~~In ~~5.03.~~addition, ~~Amendments~~the Corporation toanticipates ~~Articles~~that its sole remaining director and sole remaining executive officer will resign within 30 days of ~~Incorporation~~August 4, or2009, ~~Bylaws;~~as ~~Change~~each previously inindicated ~~Fiscal~~he ~~Year~~intended to do if the Corporation’s stockholders did not vote to adopt the Plan of Liquidation at the Special Meeting.

~~(a) Effective~~As ~~January 28,~~noted in the Proxy ~~2009~~Statement, following the ~~Board~~filing of ~~Directors~~this ofCurrent ~~the~~Report ~~Corporation~~on ~~amended Section~~Form ~~3.2~~8-K ~~of Article III~~with of the ~~Bylaws~~Commission, ~~to eliminate~~ the ~~requirement that the number of authorized directors of the~~ Corporation, aswill ~~determined~~cease ~~from~~filing ~~time~~reports towith ~~time by~~ the ~~Corporation’s~~ ~~Board of Directors, be within a range of five to eleven directors~~Commission (under the ~~“Amendment”). The~~Securities ~~text~~Exchange ofAct ~~Section 3.2~~ of ~~Article III of the Bylaws~~1934, as amended ~~reads as follows:~~.

“Number. Subject to the rights, if any, of any series of Preferred Stock then outstanding, the authorized number of Directors of the Corporation shall be established, from time to time, by resolution of the Board.”2

Following the adoption of the Amendment, the Board of Directors of the Corporation established the authorized number of directors of the Corporation at one director effective upon the effectiveness of the resignations of C. Douglas Mitchell, Noma S. Bates and Carol A. Stokes.SIGNATURES

~~Item~~Pursuant to 9the requirements of the Securities Exchange Act of 1934, Commerce Energy Group, Inc.~~01.~~ ~~Financial~~has ~~Statements~~duly ~~and~~caused ~~Exhibits~~this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(d) Exhibits

	COMMERCE ENERGY GROUP, INC. a Delaware corporation

Date: August 10, 2009	By:	/s/ C. DOUGLAS MITCHELL
		C. Douglas Mitchell
		Chief Financial Officer

Exhibit No.		Description
3.02		Amendment to Second Amended and Restated Articles of Incorporation of Commerce Energy Group, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Commerce Energy Group, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COMMERCE ENERGY GROUP, INC. a Delaware corporation
Date: February 2, 2009	By:	/s/ C. DOUGLAS MITCHELL
		C. Douglas Mitchell
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
3.02		Amendment to Second Amended and Restated Articles of Incorporation of Commerce Energy Group, Inc.

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