UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Amendment Number 1 to


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, 2010Or[   ]
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.)3370 N. Hayden Rd. #123-591 Scottsdale, AZ
85251(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 12, 2010)





COMMERCIAL E-WASTE MANAGEMENT, INC.





Table of Contents











PagePART I – FINANCIAL INFORMATION
3Unaudited Financial Statements
3Condensed Balance Sheets
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
11Controls and Procedures
13PART II – OTHER INFORMATION
15Unregistered Sales of Equity Securities
15Defaults Upon Senior Securities
15Exhibits and Reports on Form 8-K
15SIGNATURES
16










*EXPLANTORY NOTE – The Registrant has revised the Controls and Procedures section, beginning on page 13 of this Form 10-Q/A to include the disclosure required by Item 307 of Regulation S-K.  Additionally, the Registrant had previously provided disclosure, pursuant to Item 308(a), in the Form 10-Q that was materially different from the Form 10-K for the year ended December 31, 2009, and has revised the Form 10-Q, accordingly.  No changes were made to the financial statements or other disclosures in the Form 10-Q for the quarter ended March 31, 2009.














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 12, 2009.





















































3


Commercial E-Waste Management, Inc.


Condensed Balance Sheets








March 31,


December 31,2010


2008(unaudited)


(audited)Current assets:Cash

$
33


$
72Total current assets


33



72Fixed assets, net of accumulated depreciation of $3,377and $3,103 as of 3/31/10 and 12/31/09, respectively


2,100



2,374Total assets

$
2,133


$
2,446Liabilities and Stockholders’ (Deficit)Current liabilities:Accounts payable

$
485


$
485Accrued interest


8,292



7,645Notes payable


42,516



38,698Total current liabilities


51,293



46,828Total liabilities


51,293



46,828Stockholders’ 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


51,886



51,886Accumulated deficit


(112,046
)


(107,268
)Total stockholders’ (deficit)


(49,160
)


(44,382
)$
2,133


$
2,446











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 31,2010


2009Revenue

$
-


$Expenses:Depreciation expense


274



274Executive compensation


-



120General and administrative expenses


3,807



5,480Total expenses


4,081



5,874Other income and (expense):Interest expense


(647
)


(647
)Total expenses


(647
)


(647
)(Loss) before provision for income taxes


(4,728
)


(6,521
)Provision for income taxes


(50
)


(100
)Net (loss)

$
(4,778
)

$
(6,621
)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 31,2010


2009Cash flows from operating activitiesNet (loss)

$
(4,778
)

$
(6,621
)Adjustments to reconcile net (loss) tonet cash (used) by operating activities:Depreciation


274



274Changes in operating assets and liabilities:Increase in accounts payable


-



460Increase in accrued interest


647



647Net cash (used) by operating activities


(3,857
)


(5,240
)Cash flows from investing activitiesPurchase of fixed assets


-



-Net cash provided by investing activities


-



-Cash flows from financing activitiesDonated capital


-



200Proceeds from notes payable


3,818



5,000Proceeds from notes payable – related party


-



-Net cash provided by financing activities


3,818



5,200Net (decrease) in cash


(39
)


(40
)Cash – beginning


72



127Cash – ending

$
33


$
87Supplemental disclosures:Interest paid

$
-


$
-Income taxes paid

$
150


$
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, 2009 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 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 ($112,046) for the period from January 25, 2007 (inception) to March 31, 2010.  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, 2010 and 2009, consisted of the following:





March 31,2010


2009Computer equipment

$
900


$
900Furniture, fixtures and equipment


4,577



4,577Accumulated depreciation


(3,377
)


(2,281
)$
2,100


$
3,196





During the three month periods ended March 31, 2010 and 2009, 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 the year ended December 31, 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 year ended December 31, 2009, an officer and director of the Company donated cash in the amount of $300.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





During the year ended December 31, 2009, a former officer and director of the Company agreed to satisfy certain liabilities of the Company totaling $2,211.  The entire amount in considered to be donated, is not expected to be repaid and is considered to be additional paid-in capital.





As of March 31, 2010, 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 was due February 2, 2008.  The note bears an interest rate of 10.5%, calculated annually, and contains no prepayment penalty.  During the three months ended March 31, 2010 and 2009, the Company recorded $647 and $647 in interest expense related to the note payable, respectively.  Total accrued interested as of March 31, 2010 is $8,292.  The February 2, 2007, note payable for $25,000 was due February 2, 2008 and is now past due.  The Company has negotiated the note to be due on demand.  As of March 31, 2010, the total principal and accrued interest due was $33,292.





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, was due and payable on September 1, 2009 and contains no prepayment penalty.  During the years ended December 31, 2009 and 2008, the Company repaid $5,300 and $3,500 of the note.  In 2009, a former officer and director of the Company agreed to assume responsibility to satisfy the balance owed of $200.  As of March 31, 2010, there is $0 due on this note.





Through March 31, 2010, a non-affiliated third party loaned the Company $17,516.  The notes bears no interest, and are 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 September 30, 2009, the Company repaid $8,800 of the note.  As of September 30, 2009, the balance owed is $200.





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 the year ended December 31, 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 year ended December 31, 2009, an officer and director of the Company donated cash in the amount of $300.  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, 2010 and 2009, an officer and director of the Company donated cash in the amount of $0 and $200.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.





During the year ended December 31, 2009, a former officer and director of the Company agreed to satisfy certain liabilities of the Company totaling $2,211.  The entire amount in considered to be 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


Commercial E-Waste Management, Inc.


Notes to Condensed Financial Statements





Note 8 – Subsequent Events





In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May 6, 2010, the date the financial statements were issued.  As of this date, nothing has happened that requires disclosure.


















































10


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.





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.





Results of Operation for the Quarter ended March 31, 2010 and 2009





Revenues





During the three months ended March 31, 2010, we did not generate any revenues, and, resultantly, no costs of sales were recognized.  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.  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.





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.





Operating Expenses





We incur various costs and expenses in the execution of our business.  Our expenses mainly 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, 2010 were $4,081, of which $274 was deprecation expense and $3,807 was attributable to general and administrative expenses.  In the year ago three months ended March 31, 2009, total operating expenditures were $5,874, consisting of $274 in depreciation expense, $120 in compensation to our sole officer and director and $5,480 in general and administrative expenses.


11





Interest 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, 2010 and 2009, we accrued interest expenses related to our $25,000 bridge loan payable in the amounts of $647 and $647, respectively.  As of March 31, 2010, we recorded an aggregate of $8,292 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.





In the three month periods ended March 31, 2010 and 2009, we recorded provision for income taxes of $50 and $100, respectively.





Net Loss





During the three months ended March 31, 2010, we recorded a net loss, in the amount of $4,778.  In comparison, we realized a net loss during the three months ended March 31, 2009, in the amount of $6,621.  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.  Unfortunately, we remain in a precarious financial position and may be unable to maintain our operations through the fiscal year ended December 31, 2010, assuming our expenses remain relatively stable, of which there can be no guarantee.  As of March 31, 2010, we had current assets of $33, compared to current liabilities in the amount of $51,293.  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.





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.  Ms. 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, 2010, 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.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2008.


13


The aforementioned material weakness was identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2010.  Management believes that the lack of a functioning audit committee 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 weakness and enhance our internal controls, we plan to establish a formal audit committee of the Board of Directors.  We are also seeking an at least one additional person to serve as an outside Director, as well as sit on the audit committee, thereby providing 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.




Evaluation of Disclosure Controls and Procedures
 
 We maintain a set of disclosure controls and procedures designed to ensure that information we are required to disclose in 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 upon her 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 are effective in insuring that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.


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.









































14


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.





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 $8,292 through March 31, 2010.  We cannot predict when, if ever, we will be able to remedy this debt obligation in full.





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) Bridge Loan Agreement dated February 2, 2007 (2)(b) 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.


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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)Signature
Title
Date/s/ Anna Chalmers
President and
December 1, 2010Anna Chalmers
Chief Executive Officer/s/ Anna Chalmers
Chief Financial Officer
December 1, 2010Anna Chalmers/s/ Anna Chalmers
Chief Accounting Officer
December 1, 2010Anna Chalmers


















































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