UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: June 30, 2008Or[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to _____________Commission File Number: 333-147193COMMERICAL E-WASTE MANAGEMENT, INC.(Exact name of registrant as specified in its charter)Nevada20-8325616(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)2510 Northland Drive, Mendota Heights, MN55120(Address of principal executive offices)(Zip Code)(651) 454-2600(Registrant's telephone number, including area code)(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [   ]



Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.:



Large accelerated filer  [   ]Accelerated filer                    [   ]Non-accelerated filer    [   ]  (Do not check if a smaller reporting company)Smaller reporting company  [   ]




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [   ]   No [X ]



Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:



Common Stock, $0.001 par value11,000,000 shares(Class)(Outstanding as at June 30, 2008)






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COMMERCIAL E-WASTE MANAGEMENT, INC.



Table of Contents





PagePART I - FINANCIAL INFORMATION3Unaudited Financial Statements3Condensed Balance Sheet4Condensed Statements of Operations5Condensed Statements of Cash Flows6Notes to Condensed Financial Statements7Management's Discussion and Analysis of Financial Condition and Results of Operation10Controls and Procedures14PART II - OTHER INFORMATION14Unregistered Sales of Equity Securities14Defaults Upon Senior Securities15Exhibits and Reports on Form 8-K16SIGNATURES17




























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PART I - FINANCIAL INFORMATION



Unaudited Financial Statements



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Registration Statement on Form S-1, originally filed with the Commission on March 24, 2008, and subsequent amendments made thereto.































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Commercial E-Waste Management, Inc.

Condensed Balance Sheet





June 30,December 31,20082007Assets(Unaudited)
	(Audited)Current assets:Cash$1,226
	$6,556Accounts receivable8,4875,483Inventory
	6,479
	
	9,727Total current assets
	16,192
	
	21,766Fixed assets, net of accumulated depreciation of $1,460And $912 as of 6/30/08 an d12/31/07, respectively
	4,017
	
	4,565$20,209
	$26,331Liabilities and Stockholders (Deficit)Current liabilities:Accounts payable$6,720
	$4,988Accrued interest3,6972,388Note payable
	25,000
	
	25,000Sales tax payable
	1,527
	
	1,114Total current liabilities
	36,944
	
	33,490Long term liabilitiesNote payable - related party
	2,800
	
	5,500Total long term liabilities
	2,800
	
	5,500Stockholders equityPreferred stock, $0.001 par value, 100,000,000 sharesauthorized, no shares issued and outstanding
	-
	
	-Common stock, $0.001 par value, 100,000,000 sharesauthorized, 11,000,000 shares issued and outstanding11,00011,000Additional paid-in capital
	49,065
	
	49,065(Deficit) accumulated during development stage
	(79,600)
	
	(72,724)Total stockholders (deficit)
	(19,535)
	
	(12,659)$20,209
	$26,331








The accompanying notes are an integral part of these financial statements.





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Commercial E-Waste Management, Inc.

Condensed Statements of Operations





Three Months EndedSix Months EndedJune 30,June 30,2008
	
	2007
	
	2008
	
	2007Revenue, net of returns and allowances$60,776
	$19,917
	$128,086
	$20,490Cost of sales
	6,541
	
	73
	
	11,886
	
	73Gross profit
	54,235
	
	19,844
	
	116,200
	
	20,417Expenses:Commissions
	2,289
	
	664
	
	8,093
	
	664Commissions -related party-4,5652,4304,565Depreciation expense
	274
	
	274
	
	548
	
	364Executive compensation---10,000General and administrative expenses
	39,715
	
	23,776
	
	97,937
	
	48,673General and administrative expenses - related party
	7,520
	
	2,250
	
	12,660
	
	3,250Total expenses
	49,798
	
	31,529
	
	121,668
	
	67,516Other income and expenses:Interest income
	1
	
	-
	
	1
	
	-Interest expense
	(655)
	
	(654)
	
	(1,309)
	
	(1,064)Total expenses
	(654)
	
	(654)
	
	(1,308)
	
	(1,064)(Loss) before provision for income taxes
	3,783
	
	(12,339)
	
	(6,776)
	
	(48,163)Provision for income taxes
	-
	
	-
	
	(100)
	
	-Net income (loss)$3,783
	$(12,339)
	$(6,876)
	$(48,163)Weighted average number ofcommon shares outstanding - basic and fully diluted
	11,000,000
	
	10,010,000
	
	11,000,000
	
	10,005,833Net (loss) per share - basic and fully diluted
	$(0.00)
	
	$(0.00)
	
	$(0.00)
	
	$(0.00)








The accompanying notes are an integral part of these financial statements.





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Commercial E-Waste Management, Inc.

Condensed Statements of Cash Flows





Six months endedJune 30,2008
	
	2007Cash flows from operating activitiesNet (loss)$(6,876)
	$(48,163)Adjustments to reconcile net (loss) tonet cash (used) by operating activities:Shares issued for services - related party
	-
	
	10,000Depreciation548
	364Changes in operating assets and liabilities:(Increase) in accounts receivable(3,004)
	(11,710)Decrease in inventory
	3,248
	
	-Increase in accounts payable1,732
	2,627Increase in accrued interest
	1,309
	
	1,064Increase in sales tax payable
	413
	
	-Net cash (used) by operating activities
	
	(2,630)
	
	
	(45,818)Cash flows from investing activitiesPurchase of fixed assets
	
	-
	
	
	(5,477)Net cash provided by investing activities
	-
	
	(5,477)Cash flows from financing activitiesDonated capital
	-
	
	60Issuances of common stock-
	45,500Proceeds from notes payable
	-
	
	25,000Proceeds from notes payable - related party-
	-Payments to note payable - related party
	
	(2,700)
	
	
	-Net cash provided by financing activities
	(2,700)
	
	70,560Net increase (decrease) in cash
	(5,330)
	
	19,265Cash - beginning
	6,556
	
	-Cash - ending
	$
	1,226
	
	$
	19,265Supplemental disclosures:Interest paid
	$
	-
	
	$
	-Income taxes paid$-
	$-Non-cash transactions:Shares issued for services - related party
	$
	-
	
	$
	10,000Number of shares issued for services - related party
	-
	
	10,000,000








The accompanying notes are an integral part of these financial statements.





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Commercial E-Waste Management, Inc.

Notes to Condensed Financial Statements



Note 1 - Basis of presentation



The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.



These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2007 and notes thereto included in the Company's registration statement on Form S-1.  The Company follows the same accounting policies in the preparation of interim reports.



Results of operations for the interim periods are not indicative of annual results.



Note 2 - History and organization of the company



The Company was organized January 25, 2007 (Date of Inception) under the laws of the State of Nevada, as Commercial E-Waste Management, Inc.  The Company is authorized to issue up to 100,000,000 shares of its common stock with a par value of $0.001 per share and up to 100,000,000 shares of its preferred stock with a par value of $0.001 per share.



The business of the Company is to collect, refurbish, resell and/or recycle information technology assets and end of life equipment.



Note 3 - Going concern



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred a net loss of ($79,600) for the period from January 25, 2007 (inception) to June 30, 2008, and had net sales of $239,012.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.



The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.



The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.





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Commercial E-Waste Management, Inc.

Notes to Condensed Financial Statements



Note 4 - Fixed assets



Fixed assets as of June 30, 2008 and 2007, consisted of the following:



June 30,20082007Computer equipment$900$900Furniture, fixtures and equipment4,5774,577Accumulated depreciation
	(1,460)
	(364)$
	4,017
	$
	5,113




During the three month periods ended June 30, 2008 and 2007, the Company recorded depreciation expense of $274 and $274, respectively.



Note 5 - Stockholders equity



The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $.001 par value preferred stock.



On January 25, 2007 the Company issued 10,000,000 shares of its $0.001 par value common stock as founders shares to an officer and director in exchange for services rendered valued at $10,000.



On February 1, 2007, an officer and director of the Company donated cash in the amount of $60.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.



Through September 30, 2007, the Company completed a private placement pursuant to Regulation D, Rule 506, of the Securities Act of 1933, as amended, whereby the Company sold an aggregate of 1,000,000 shares of its $0.001 par value common stock for total cash of $50,000.



On October 4, 2007, an officer and director of the Company donated cash in the amount of $5.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.



As of June 30, 2008, there have been no other issuances of common stock.



Note 6 - Debt and interest expense



On February 2 2007, the Company conducted a private offering of debt securities, whereby it secured $25,000 in bridge loan financing from one non-affiliated entity.  The aggregate principal amount and interest accrued thereupon was due on February 2, 2008, and is currently in default.  The note bears an interest rate of 10.5%, calculated annually, and contains no prepayment penalty.  As of June 30, 2008, the Company recorded $3,697 in interest expense related to the note payable.



On September 9, 2007, the Company issued an aggregate of $9,000 in debt securities to an officer and director of the Company.  The note bears no interest, is due and payable on September 1, 2009 and contains no prepayment penalty.  Through June 30, 2008, the Company repaid $6,200 of the note.  As of June 30, 2008, the balance owed is $2,800.











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Commercial E-Waste Management, Inc.

Notes to Condensed Financial Statements



Note 7 - Related party transactions



The Company issued 10,000,000 shares of its par value common stock as founders shares to an officer and director in exchange for services rendered in the amount of $10,000.



On February 1, 2007, an officer and director of the Company donated cash in the amount of $60.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.



On September 9, 2007, the Company issued an aggregate of $9,000 in debt securities to an officer and director of the Company.  The note bears no interest, is due and payable on September 1, 2009 and contains no prepayment penalty.  Through June 30, 2008, the Company repaid $6,200 of the note.  As of June 30, 2008, the balance owed is $2,800.



On October 4, 2007, an officer and director of the Company donated cash in the amount of $5.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.



Through the three months ended June 30, 2008 and 2007, the Company paid a total of $0 and $4,565, respectively, in commissions to various related parties.



Through the three months ended June 30, 2008 and 2007, the Company paid a total of $7,520 and $2,250, respectively, to related parties for services rendered.



Note 8 - Lease Commitments



On February 12, 2007, the Company entered into a 36-month Lease Agreement for office space, which expires in February 2010.  On August 22, 2007, the Company amended its lease agreement to lease additional office space through November 30, 2007.  This addendum has subsequently been informally extended through March 31, 2008 for an additional $1,833 per month.  On December 17, 2007, the Company further amended its lease agreement to lease additional warehouse space through March 31, 2008 for an additional $667 per month.  As of April 1, 2008, the second addendum has expired and the current total rent payment is approximately $5,851 per month.  Each subsequent year of the lease, the Companys base lease payments will increase by approximately $100 per month.  The Company is currently on a month-to-month basis, while in the process of renegotiating a new lease.

















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Management's Discussion and Analysis of Financial Condition and Results of Operation



Forward-Looking Statements



This Quarterly Report contains forward-looking statements about Commercial E-Waste Management, Inc.s business, financial condition and prospects that reflect managements assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our managements assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Commercial E-Waste Managements actual results may differ materially from those indicated by the forward-looking statements.



The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.



There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"
"estimates"and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.



Overview



Commercial E-Waste Management, Inc. was incorporated in Nevada on January 25, 2007.  We are an electronics waste management solution provider, specializing in the collection, retirement, storage and remarketing of excess, damaged or obsolete electronic assets, such as computer, telecommunications and other electronic office equipment.  We operate primarily in the greater Minneapolis, Minnesota metropolitan area.  All goods are transported from the clients location by us to our approximately 5,000 square foot warehouse facility located in Mendota Heights, Minnesota.  We are not a recycling or waste disposal company.  We operate under three significant business units: Collection, Equipment Resale, and Recycling.



We acquire, by being paid to remove, electronic equipment and components from customers and suppliers, such as government, institutional and corporate organizations.  We essentially act as a collector of electronic waste products until they are resold or removed by a third-party waste disposal or recycling company.  We are not actively engaged in waste disposal or recycling activities and we have no facilities or licenses to do so.  Typically, we charge a negotiated per pound rate to these organizations for the removal of their unwanted e-waste materials.  In certain cases, we have elected to purchase certain equipment at prices negotiated on a case-by-case basis, with the goal of remarketing such equipment.



Our core business is the removal and collection of fully-depreciated and outmoded electronic waste.  However, there exists the opportunity to capture revenue through refurbishing, remarketing, dismantling and reselling of end-of-life equipment and components we were paid to remove.  Management uses it own discretion to evaluate which merchandise is viable for resale, at which time we contract third-parties to refurbish those items that have been identified as saleable.  We then remarket these products through independent material brokers, equipment buyers, on e-Bay or other internet auction sites, or donate them to local charitable organizations, non-profit agencies and schools.



For equipment that, in our managements opinion, is deemed unsuitable for resale, we plan to sell to third-party recycling companies.  On average, we expect recycling companies to purchase our e-Waste at a per pound rate to be negotiated.  Certain items may not be recyclable, for which we plan to pay a third-party disposal company to remove and eliminate for us.  We do not plan to become a licensed recycling or waste disposal company.  We have not identified or contacted any recyclers or waste disposal companies with which to we can engage.



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Results of Operation



Revenues, Cost of Goods Sold and Gross Profit



During the three months ended June 30, 2008, we generated $60,776 in revenues from providing our E-Waste collection services and sales of various end-of-life equipment we were paid to remove, net of returns, allowances, credits and discounts in the amount of $5.  After deducting cost of sales in the amount of $6,541, our gross profit for the three months ended June 30, 2008 was $54,235.  In the prior year ago three month period ended June 30, 2007, we generated $19,917 in revenues, net of returns, allowances, credits and discounts in the amount of $60.  After deducting cost of sales in the amount of $73, our gross profit for the three months ended June 30, 2007 was $19,844.  The significant increase in revenues, and thereby gross profit, year over year is attributable solely to our limited operational history during the three months ended June 30, 2007, as we had only been formed in January, 2007, and resultantly had no prior existing client base and had not commenced a marketing program.



In the six months ended June 30, 2008, our revenues from sales were $128,086, net of returns, allowances, credits and discounts in the amount of $1,048.  Factoring into account cost of goods sold during the period in the amount of $11,886, our gross profit during the six months ended June 30, 2008 was $116,200.  In comparison, during the six months ended June 30, 2007, revenues were $20,490, net of returns, allowances, credits and discounts in the amount of $60.  Our gross profit, after deducting $73 in cost of goods sold was $20,417 during the six month period ended June 30, 2007.



The table below shows a comparison of our net sales figures for each of our business units during the three month period ended June 30, 2008:



Three Months Ended% ofBusiness UnitJune 30, 2008Gross RevenueCollection$   8,03513.2%Equipment Resale47,75978.6%Recycling4,9828.2%Total$ 60,776100%




Revenues from our five largest customers collectively accounted for approximately 63.4% of gross revenues during the three months ended June 30, 2008, as follows:



Customer NameApproximate % of RevenuesWeather Nation16.7%Commercial Environments, Inc.13.8%J-I-T Services, Inc.13.0%ETK International12.2%La Central7.7%




We have no long-term or guaranteed contracts in place with any customers and there can be no assurance that our major customers will continue to engage our services, or that we will be able to replace revenues from such customers with revenues from other customers.



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Operating Expenses - Commissions



We incur various costs and expenses in the execution of our business.  We pay our sales personnel, of which two are our officers and directors, a commission based upon the level of sales generated.  In the three months ended June 30, 2008, total commissions were $2,289 to our sales staff, all of which was paid to non-related parties.  In the comparable period ended June 30, 2007, we paid a total of $5,229 in commissions, of which $4,565 was paid to related parties and $664 was paid to non-related parties.  The decrease in overall commissions paid during the second quarter of 2008 as opposed to the second quarter of 2007 is primarily attributable to the reduction in the average percentage rate of commissions we paid during the three months ended June 30, 2008.  Commissions paid during the three months ended June 30, 2008 and 2007 comprised 4.6% and 16.6% of aggregate operating expenses, respectively.



In the six months ended June 30, 2008, we paid a total of $10,523 in commissions, of which $2,430 was paid to related parties and $8,093 was paid to non-related parties.  In comparison, we paid a total of $5,229 in commissions to our sales personnel during the six months ended June 30, 3007, of which $4,565 was paid to related parties and $664 was paid to non-related parties.



Operating Expenses - Depreciation Expense



We own certain depreciable assets, consisting of computer equipment and furniture and fixtures.  During the three months ended June 30, 2008 and 2007, we recognized $274 and $274 in depreciation expense, respectively.  Depreciation expense recognized during the three months ended June 30, 2008 and 2007 contributed 0.6% and 0.9% of aggregate operating expenses, respectively.  In the six months ended June 30, 2008 and 2007, depreciation expenses were $548 and $364, respectively.



Operating Expenses - Executive Compensation



We did not recognize any executive compensation in the three month periods ended June 30, 2008 and 2007.  On January 25, 2007, we issued shares of stock in lieu of cash for services related to developmental activities on our behalf to our President, Brenda Pfeifer.  As a result, during the year ago six months ended June 30, 2007, we recorded $10,000 in executive compensation, which is singularly attributable to compensation paid to Mrs. Pfeifer.  During the six months ended June 30, 2008, we did not record any executive compensation.



Operating Expenses - General and Administrative



In the operating of our business, we incur general and administrative expenses mainly consisting of, but not limited to, rent, office expenditures, labor costs and professional fees.  During the quarter ended June 30, 2008, total general and administrative expenses were $47,235, of which $7,520 (or 16% of aggregate general and administrative expense) was paid to related parties.  During this period, rent expense in the amount of $14,527 accounted for approximately 31% of total general and administrative fees, while direct labor expense of $8,235 made up 17% of general and administrative expenses during the three months ended June 30, 2008.  General and administrative expenses incurred during the three months ended June 30, 2008 comprised 94.9% of aggregate operating expenses.



In the year ago three month period ended June 30, 2007, we incurred general and administrative expenses in the amount of $26,026, of which $2,250 (or 9% of aggregate general and administrative costs) was paid to related parties.  The significant increase in year-over-year general and administrative expenses is partly attributable to our limited operations in the first 5 months of our life as a company during the quarter ended June 30, 2007.  During the three months ended June 30, 2007, rent expense in the amount of $11,400, which was 44% of total general and administrative expenses, and the office supplies of $3,780, which accounted for 15% of total general and administrative expenses.  General and administrative expenses incurred during the three months ended June 30, 2007 comprised 82.5% of aggregate operating expenses.



During the six months ended June 30, 2008, general and administrative costs were $110,597, of which $12,660 was paid to related parties.  In contrast, general and administrative expenses totaled $51,923 during the year ago six month period ended June 30, 2007.



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Total Operating Expenses



Total operating expenditures during the most recent quarter ended June 30, 2008 were $49,798.  In the three months ended June 30, 2007, total operating expenses were $31,529.  In the comparable six month periods ended June 30, 2008 and 2007, total operating expenses were $121,668 and $67,516, respectively.  We do not expect our operating expenses to plateau or decline in the foreseeable future.  Instead, we expect these expenses to continue for at least the next 12 months.



Interest Income and Expense



We opened a cash account in fiscal year 2008 that earns a nominal rate of interest.  During the three and six month periods ended June 30, 2008, we earned $1 of interest income.  We did not earn any interest income in the year ago three and six months ended June 30, 2007.



On February 2, 2007, we secured bridge loan financing, through which we are able to borrow $25,000.  The loan bears an interest rate of 10.5% per annum and was payable on or before February 2, 2008 and is currently past due.  During the three month periods ended June 30, 2008 and 2007, we accrued interest expenses related to this loan in the amounts of $655 and $654, respectively.  In the six months ended June 30, 2008 and 2007, interest expense related to this loan was $1,309 and $1,064, respectively.  As of June 30, 2008, we recorded $3,697 in accrued interest related to the note payable.



Net Loss



In all prior periods and since our inception we incurred net losses.  However, the three months ended June 30, 2008 was the first period during which we recorded a net profit, in the amount of $3,783.  In comparison, we incurred a net loss during the three months ended June 30, 2007, in the amount of $12,339.  During the six months ended June 30, 2008, our net loss totaled $6,876 compared to a net loss of $48,163 in the year ago six month period ended June 30, 2007.



We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.



Cash and Liquidity



Since our inception, we have obtained capital through sales of our equity and debt securities, as follows:



1.

On February 2, 2007, we secured a bridge loan for $25,000 at an interest rate of 10.5% per year.  As of June 30, 2008, we have accrued interest in the aggregate amount of $3,697, related specifically to this loan, which is currently past due.  No payments have been made to satisfy or reduce the amount due.



2.

On June 30, 2007, we closed our private placement offering of common stock, whereby we sold an aggregate of 1,000,000 shares at a price per share of $0.05, for gross proceeds of $50,000.



3.

On September 9, 2007, we issued a long term note payable in the amount of $9,000 to an officer and director.  As of June 30, 2008, we have repaid a total of $6,200 of this loan.  The principal balance owed on this note is $2,800, as of June 30, 2008.



It is anticipated that we are in a precarious financial position and may be unable to maintain our operations through the fiscal year ended December 31, 2008, assuming our revenues and expenses remain relatively stable, of which there can be no guarantee.  As of June 30, 2008, we had current assets of $16,192, compared to current liabilities in the amount of $36,944.  Our ability to fund our operating expenses and debt service requirements are in doubt, and we cannot guarantee that we will be able to satisfy such.  Our management believes that we require immediate additional financing, through offerings of our equity and/or debt securities, or derivation thereof.  There are no formal or informal agreements to attain such financing.  We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.



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Employees



Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our staff appear sufficient at this time.  We do not expect to hire any additional employees over the next 12 months.



Miscellaneous



No development related expenses have been or will be paid to our affiliates.



Our management does not expect to incur research and development costs.



We do not have any off-balance sheet arrangements.



We currently do not own any significant plant or equipment that we would seek to sell in the near future.



We have not paid for expenses on behalf of our directors.  Additionally, we believe that this fact shall not materially change.



We currently do not have any material contracts and or affiliations with third parties.



Controls and Procedures



Evaluation of Disclosure Controls and Procedures



We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms.  Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Based on an evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the Exchange Act)) were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.



Changes in Internal Control Over Financial Reporting



There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Unregistered Sales of Equity Securities



On January 30, 2007, we issued 10,000,000 shares of our common stock to Brenda Pfeifer, our founding shareholder and an officer and our sole director.  This sale of stock did not involve any public offering, general advertising or solicitation.  The shares were issued in exchange for services performed by the founding shareholder on our behalf in the amount of $10,000.  Mrs. Pfeifer received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these shares are considered to have been provided as founders shares.  Additionally, the services are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital.  At the time of the issuance, Mrs. Pfeifer had fair access to and was in possession of all available material information about our company, as is an officer and director of Commercial E-Waste Management, Inc.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

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In July 2007, we sold an aggregate of 1,000,000 shares of our common stock to 28 shareholders, all of whom are not affiliated with us.  The shares were issued at a price of $0.05 per share for total gross cash proceeds in the amount of $50,000.  There were no commissions or discounts and this was a best efforts, self-underwritten offering conducted by the issuer.  The shares bear a restrictive transfer legend.  This July 2007 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Commercial E-Waste Management, Inc..  Each purchaser was given the opportunity to ask questions of us.  Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.



Defaults Upon Senior Securities



On February 2, 2007, we secured bridge loan financing of $25,000 at a rate of 10.5% per annum.  The loan was due in February 2008, and is currently in default.  We recorded total interest expense in the amount of $3,697 through June 30, 2008.  We cannot predict when, if ever, we will be able to remedy this debt obligation in full.



















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Exhibits and Reports on Form 8-K



Exhibit
	NumberName and/or Identification of Exhibit3Articles of Incorporation & By-Laws(a) Articles of Incorporation (1)(b) By-Laws (1)10Material Contracts(a) Lease Agreement (2)(b) Addendum to the Lease Agreement (2)(c) Bridge Loan Agreement dated February 2, 2007 (2)(d) Promissory Note dated September 1, 2007 (2)31Rule 13a-14(a)/15d-14(a) Certifications(a) Brenda Pfeifer(b) Eugene Pfeifer32Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)


(1)

Incorporated by reference herein filed as exhibits to the Companys Registration Statement on Form SB-2 filed on November 7, 2007.

(2)

Incorporated by reference herein filed as exhibits to the Companys Registration Statement on Form SB-2/A filed on January 23, 2008.







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SIGNATURES



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





COMMERCIAL E-WASTE MANAGEMENT, INC.(Registrant)SignatureTitleDate/s/ Brenda PfeiferPresident andAugust 12, 2008Brenda PfeiferChief Executive Officer/s/ Eugene PfeiferChief Financial OfficerAugust 12, 2008Eugene Pfeifer/s/ Eugene PfeiferChief Accounting OfficerAugust 12, 2008Eugene Pfeifer






























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