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: March 31,
      2009Or[  ]
                    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)Nevada
                    20-8325616(State
      or other jurisdiction of incorporation or organization)
                    (I.R.S.
      Employer Identification No.)8950 E. Raintree Drive, Suite 200, Scottsdale,
      AZ
                    85260(Address
      of principal executive offices)
                    (Zip
      Code)(863) 673-8353(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  [X]





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 value
              11,000,000
      shares(Class)
              (Outstanding
      as at May 11, 2009)










COMMERCIAL
E-WASTE MANAGEMENT, INC.





Table
of Contents











PagePART I – FINANCIAL INFORMATION
              3Unaudited Financial Statements
              3Condensed Balance Sheet
              4Condensed Statements of Operations
              5Condensed Statements of Cash Flows
              6Notes to Condensed Financial Statements
              7Management's Discussion and Analysis of Financial Condition
      and Results of Operation
              10Controls and Procedures
              13PART II – OTHER INFORMATION
              14Unregistered Sales of Equity Securities
              14Defaults Upon Senior Securities
              15Exhibits and Reports on Form 8-K
              16SIGNATURES
              17























2


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 Annual Report on Form 10-K, filed with the Commission on March 30,
2009.
































3


Commercial
E-Waste Management, Inc.


Condensed Balance Sheet








March
      31,
                  
                  
                  December
      31,2009
                  
                  
                  2008Current
      assets:Cash
                  
                  $
                  87
                  
                  
                  $
                  127Inventory
                  
                  
                  4,449
                  
                  
                  
                  4,449Total
      current assets
                  
                  
                  4,536
                  
                  
                  
                  4,576Fixed
      assets, net of accumulated depreciation of $2,281And
      $2,007 as of 3/31/09 and 12/31/08, respectively
                  
                  
                  3,196
                  
                  
                  
                  3,470Total
      assets
                  
                  $
                  7,732
                  
                  
                  $
                  8,046Liabilities
      and Stockholders’ (Deficit)Current
      liabilities:Accounts
      payable
                  
                  $
                  2,956
                  
                  
                  $
                  2,496Accrued
      interest
                  
                  
                  5,667
                  
                  
                  
                  5,020Notes
      payable
                  
                  
                  31,700
                  
                  
                  
                  26,700Sales
      tax payable
                  
                  
                  2,906
                  
                  
                  
                  2,906Total
      current liabilities
                  
                  
                  43,229
                  
                  
                  
                  37,122Total
      liabilities
                  
                  
                  43,229
                  
                  
                  
                  37,122Stockholders’
      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 outstanding
                  
                  
                  11,000
                  
                  
                  
                  11,000Additional
      paid-in capital
                  
                  
                  49,575
                  
                  
                  
                  49,375(Deficit)
      accumulated during development stage
                  
                  
                  (96,072
                  )
                  
                  
                  (89,451
                  )Total
      stockholders’ (deficit)
                  
                  
                  (35,497
                  )
                  
                  
                  (29,076
                  )$
                  7,732
                  
                  
                  $
                  8,046











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








4


Commercial
E-Waste Management, Inc.


Condensed Statements of Operations








For
      the three months endedMarch
      31,2009
                  
                  
                  2008Revenue,
      net of returns and allowances
                  
                  $
                  -
                  
                  
                  $
                  67,310Cost
      of sales
                  
                  
                  -
                  
                  
                  
                  5,345Gross
      profit
                  
                  
                  -
                  
                  
                  
                  61,965Expenses:Commissions
                  
                  
                  -
                  
                  
                  
                  5,803Commissions
      –related party
                  
                  
                  -
                  
                  
                  
                  2,430Depreciation
      expense
                  
                  
                  274
                  
                  
                  
                  274Executive
      compensation
                  
                  
                  120
                  
                  
                  
                  -General
      and administrative expenses
                  
                  
                  5,480
                  
                  
                  
                  58,223General
      and administrative expenses – related party
                  
                  
                  -
                  
                  
                  
                  5,140Total
      expenses
                  
                  
                  5,874
                  
                  
                  
                  71,870Other
      income and (expense):Interest
      expense
                  
                  
                  (647
                  )
                  
                  
                  (654
                  )Total
      expenses
                  
                  
                  (647
                  )
                  
                  
                  (654
                  )(Loss)
      before provision for income taxes
                  
                  
                  (6,521
                  )
                  
                  
                  (10,559
                  )Provision
      for income taxes
                  
                  
                  (100
                  )
                  
                  
                  (100
                  )Net
      income (loss)
                  
                  $
                  (6,621
                  )
                  
                  $
                  (10,659
                  )Weighted
      average number ofcommon
      shares outstanding – basic and fully diluted
                  
                  
                  11,000,000
                  
                  
                  
                  11,000,000Net
      (loss) per share – basic and fully diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )











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








5


Commercial
E-Waste Management, Inc.


Condensed Statements of Cash Flows








For
      the three months endedMarch
      31,2009
                  
                  
                  2008Cash
      flows from operating activitiesNet
      (loss)
                  
                  $
                  (6,621
                  )
                  
                  $
                  (10,659
                  )Adjustments
      to reconcile net (loss) tonet
      cash (used) by operating activities:Depreciation
                  
                  
                  274
                  
                  
                  
                  274Changes
      in operating assets and liabilities:(Increase)
      in accounts receivable
                  
                  
                  -
                  
                  
                  
                  (52
                  )Decrease
      in inventory
                  
                  
                  -
                  
                  
                  
                  818Increase
      in accounts payable
                  
                  
                  460
                  
                  
                  
                  8,741Increase
      in accrued interest
                  
                  
                  647
                  
                  
                  
                  654(Decrease)
      in sales tax payable
                  
                  
                  -
                  
                  
                  
                  (903
                  )Net
      cash (used) by operating activities
                  
                  
                  (5,240
                  )
                  
                  
                  (1,127
                  )Cash
      flows from investing activitiesPurchase
      of fixed assets
                  
                  
                  -
                  
                  
                  
                  -Net
      cash provided by investing activities
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activitiesDonated
      capital
                  
                  
                  200
                  
                  
                  
                  -Proceeds
      from notes payable
                  
                  
                  5,000
                  
                  
                  
                  -Proceeds
      from notes payable – related party
                  
                  
                  -
                  
                  
                  
                  (1,400
                  )Net
      cash provided by financing activities
                  
                  
                  5,200
                  
                  
                  
                  (1,400
                  )Net
      increase (decrease) in cash
                  
                  
                  (40
                  )
                  
                  
                  (2,527
                  )Cash
      – beginning
                  
                  
                  127
                  
                  
                  
                  6,556Cash
      – ending
                  
                  $
                  87
                  
                  
                  $
                  4,029Supplemental
      disclosures:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  100
                  
                  
                  $
                  100











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





6


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, 2008 and notes thereto
included in the Company's annual report on Form 10-K.  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.  The Company has incurred a net loss of
($96,072) for the period from January 25, 2007 (inception) to March 31,
2009.  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.











7


Commercial
E-Waste Management, Inc.


Notes
to Condensed Financial Statements





Note
4 – Fixed assets





Fixed
assets as of March 31, 2009 and 2008, consisted of the following:





March
      31,2009
                
                
                2008Computer
      equipment
                
                $
                900
                
                
                $
                900Furniture,
      fixtures and equipment
                
                
                4,577
                
                
                
                4,577Accumulated
      depreciation
                
                
                (2,281
                )
                
                
                (2,007
                )$
                3,196
                
                
                $
                3,470





During
the three month periods ended March 31, 2009 and 2008, 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.





During
2008, an officer and director of the Company donated cash in the amount of
$310.  The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.





During
the three months ended March 31, 2009, an officer and director of the Company
donated cash in the amount of $200.  The entire amount was donated, is
not expected to be repaid and is considered to be additional paid-in
capital.





As of
March 31, 2009, there have been no other issuances of common stock.

















8


Commercial
E-Waste Management, Inc.


Notes
to Condensed Financial Statements





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
is due February 2, 2008.  The note bears an interest rate of 10.5%,
calculated annually, and contains no prepayment penalty.  During the
three month periods ended March 31, 2009 and 2008, the Company recorded $647 and
$654 in interest expense related to the note payable,
respectively.  Total accrued interest through March 31, 2009 is
$5,667.  The February 2, 2007, note payable for $25,000 was due
February 2, 2008 and is now past due.  The Company is currently in
negotiations to extend the due date.





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 March 31, 2009, the Company repaid $8,800 of the
note.  As of March 31, 2009, the balance owed is $200.





On August
20, 2008, a non-affiliated third party loaned the Company $1,500.  The
note bears no interest and is due on demand.





On March
26, 2009, a non-affiliated third party loaned the Company $5,000.  The
note bears no interest and is due on demand.





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.





During
2008, an officer and director of the Company donated cash in the amount of
$310.  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 March 31, 2009 and 2008, the Company paid a total of $0
and $2,430 in commissions to various related parties, respectively.





Through
the three months ended March 31, 2009 and 2008, the Company paid a total of $0
and $5,140 to related parties for services rendered, respectively.





During
the three months ended March 31, 2009, an officer and director of the Company
donated cash in the amount of $200.  The entire amount was donated, is
not expected to be repaid and is considered to be additional paid-in
capital.





The
Company does not lease or rent any property.  Office services are
provided without charge by an officer and director of the
Company.  Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein.  The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests.  The Company has not formulated a policy for the resolution
of such conflicts.











9


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 are not a recycling or waste
disposal company.  We operate under three significant business units:
Collection, Equipment Resale, and Recycling.





On
December 15, 2008, we experienced a change on control, in which our former
majority stockholder, Brenda Pfeifer, sold her entire position in our common
stock, consisting of 10,000,000 shares, to Anna Chalmers in a private
transaction.  As a result of the change of control, we have moved our
operations from Minnesota to Arizona, where Ms. Chalmers currently
resides.  As of the date of this quarterly report, we have not yet
completed transferring existing infrastructure and inventory to
Arizona.  We are still in the process of locating a warehouse facility
in the Phoenix, Arizona metropolitan area to serve as our new corporate
headquarters.





Results
of Operation for the Quarter ended March 31, 2009 and 2008





Our
management believes the effects of prolonged weakness in the general economy
contributed to the deterioration of our business operations.  Fewer
businesses divesting outdated or fully-depreciated existing equipment and
furniture, as well as fewer new business ventures being started, led to a
decline in collection and equipment resale revenues.  With the decline
in collection, we had fewer products to resell as usable products or recyclable
materials.  Additionally, since the fourth quarter of 2008 to date, we
are in the process of moving our operations from Minnesota to
Arizona.  We no longer service prior clients, since we do not have a
presence in Minnesota.  As a result, year to year comparisons are not
significant and are not a reliable indicator of future prospects.





Revenues,
Cost of Goods Sold and Gross Profit





During
the three months ended March 31, 2009, we did not generate any revenues, and,
resultantly, no costs of sales were recognized.





Gross
sales from providing our E-Waste collection services and sales of various
end-of-life equipment we were paid to remove in the three months ended March 31,
2008 were $68,353.  Less $1,043 in returns, allowances, credits or
discounts, our net revenues during that period was $67,310.  After
deducting cost of sales in the amount of $5,345, our gross profit for the three
months ended March 31, 2008 was $61,965.





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.






10





As stated
earlier, we experienced a change of control in December 2008.  Our
operations are expected to be minimal for at least the first and second quarters
of 2009.  However, there is no assurance that we will be able to
resurrect operations in such time frame and we may experience a prolonged period
without generating any revenues.  As a result, we do not expect to
realize any revenues for the foreseeable future.





Operating
Expenses





We incur
various costs and expenses in the execution of our business.  During
the three months ended March 31, 2009, our expenses consisted of depreciation
expense related to our computer equipment and furniture and fixtures, executive
compensation paid to an officer and director, as well as general and
administrative expenses, which consist of, but are not limited to, rent, office
expenditures, labor costs and professional fees.  Total operating
expenses during the three months ended March 31, 2009 were $5,874, of which $274
was deprecation expense, $120 was paid in executive compensation and $5,480 was
attributable to general and administrative expenses.





In the
year ago three months ended March 31, 2008, total operating expenditures were
$71,870, consisting of the following:





1.
            Total
      commissions paid to our sales staff were $8,233, of which $2,430 was paid
      to related parties and $5,803 was paid to non-related
    parties.





2.
            Depreciation
      expense related to our computer equipment and furniture and fixtures was
      $274.





3.
            Aggregate
      general and administrative expenses were $63,363, of which of which $5,140
      was paid to related parties for services
  rendered.





Due to
the change of control and relocation of our base of operations, year-to-year
comparisons are not significant.





Interest
Income and Expense





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 months ended March 31, 2009 and 2008, we
accrued interest expenses related to our $25,000 bridge loan payable in the
amounts of $647 and $654, respectively.  As of March 31, 2009, we
recorded $5,667 in accrued interest related to the note payable, which is
currently in default.





Our new
management is working to restructure our debt obligations.  However,
there can be no guarantee that we will be able to do so under favorable
conditions, if at all.





Provision
for Income Taxes





During
the three months ended March 31, 2009 and 2008, we recorded provision for
minimum income taxes in the State of Minnesota of $100.





Net
Loss





During
the three months ended March 31, 2009 we recorded a net loss, in the amount of
$6,621.  In comparison, we incurred a net loss during the three months
ended March 31, 2008, in the amount of $10,659.  We anticipate
incurring ongoing operating losses for the foreseeable future and cannot predict
when, if at all, we may expect these losses to plateau or narrow.  We
have no recurring or guaranteed source of revenues and cannot predict when, if
ever, we will become profitable.  There is significant uncertainty
projecting future profitability due to our lack of operating history and absence
of guaranteed 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 March 31, 2009, we have accrued
      interest in the aggregate amount of $5,667, related specifically to this
      loan, which is currently past due.  No payments have been made
      to satisfy or reduce the amount
due.









11





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 a former officer and director.  As of March 31, 2009,
      we have repaid a total of $8,800 of this loan.  No additional
      payments have been made to satisfy or reduce the amount
    due.





4.
            On
      August 20, 2008, a non-related third party entity loaned us
      $1,500.  The loan was made without interest and is due upon
      demand.  No payments have been made to satisfy or reduce the
      amount due.





5.
            During
      December 2008, a former officer and director donated cash in the amount of
      $310.  The funds were considered donated and are not expected to
      be repaid.





6.
            On
      March 26, 2009, a non-related third party entity loaned us
      $5,000.  The loan was made without interest and is due upon
      demand.  No payments have been made to satisfy or reduce the
      amount due.





7.
            During
      the three months ended March 31, 2009, an officer and director donated
      cash in the amount of $200.  The funds were considered donated
      and are not expected to be repaid.





We are in
a precarious financial position and may be unable to maintain our operations
through the fiscal year ended December 31, 2009, assuming our revenues and
expenses remain relatively stable, of which there can be no
guarantee.  As of March 31, 2009, we had current assets of $4,536,
compared to current liabilities in the amount of $43,229.  We cannot
guarantee that we will be able to satisfy any or all of our financial
obligations.  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.





During
the year ended December 31, 2008, our attempts to collect past due accounts
receivable received significant adverse results.  Our management
believes its customers are experiencing significant cash flow difficulties and
are increasingly unable to meet their obligations.  Approximately
$4,733 in receivables was deemed to be entirely uncollectible due to ageing past
120 days and was written off.  We currently have no accounts
receivable in existence as of March 31, 2009.





As a
result of our lack of working capital, deterioration of sales and our inability
to collect accounts receivable, Brenda Pfeifer, our former President, director
and majority shareholder, could no longer support our continued
operations.  On December 15, 2008, we experienced a change on control
whereby Mrs. Pfeifer sold her majority interest in our common stock, consisting
of 10,000,000 shares, to Anna Chalmers in a private
transaction.  Concurrently, Mrs. Pfeifer resigned from the offices of
President and Director and Mr. Eugene Pfeifer resigned from the offices of
Secretary, Treasurer and Director.  Ms. Chalmers was subsequently
elected to fill all vacant positions.  Mrs. Chalmers is in the process
of restructuring our financial obligations and relocated our headquarters to
Scottsdale, Arizona.





In
consideration of our limited working capital and financial resources, 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.





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.






12





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





Management’s
Report On Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





1.
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





2.
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





3.
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





As of
March 31, 2009, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were:





1.
            Lack
      of a functioning audit committee due to a lack of a majority of
      independent members and a lack of a majority of outside directors on our
      board of directors, resulting in ineffective oversight in the
      establishment and monitoring of required internal controls and
      procedures;





2.
            Inadequate
      segregation of duties consistent with control objectives;
    and





3.
            Ineffective
      controls over period end financial disclosure and reporting
      processes.







13





The
aforementioned material weaknesses were identified by our Chief Executive
Officer in connection with the review of our financial statements as of March
31, 2009.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





Management’s
Remediation Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us.  And, we plan
to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31,
2009.





Changes
in internal controls over financial reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls 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.





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.






14








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 $5,667
through March 31, 2009.  We cannot predict when, if ever, we will be
able to remedy this debt obligation in full.












































15


Exhibits and Reports on Form 8-K





Exhibit
      Number
            Name
      and/or Identification of Exhibit3
            Articles
      of Incorporation & By-Laws(a)
      Articles of Incorporation (1)(b)
      By-Laws (1)10
            Material
      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)31
            Rule
      13a-14(a)/15d-14(a) Certifications32
            Certification
      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.




















16


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)Signature
              Title
              Date/s/
      Anna Chalmers
              President
      and
              May
      11, 2009Anna
      Chalmers
              Chief
      Executive Officer/s/
      Anna Chalmers
              Chief
      Financial Officer
              May
      11, 2009Anna
      Chalmers/s/
      Anna Chalmers
              Chief
      Accounting Officer
              May
      11, 2009Anna
      Chalmers






































17