FLUOROPHARMA MEDICAL, INC. - FORM 10-Q/A

Attached files

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EX-31.1 - FLUOROPHARMA MEDICAL, INC.	cewm_ex31.htm
EX-32.1 - FLUOROPHARMA MEDICAL, INC.	cewm_ex32.htm

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 1934

For the quarterly period ended: September 30, 2010

Or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 333-147193

COMMERICAL 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that ht registrant was required to submit and post such files). Yes [ ] No [X]

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 November 12, 2010)

COMMERCIAL E-WASTE MANAGEMENT, INC.

Table of Contents

	Page

PART I – FINANCIAL INFORMATION	3
Unaudited Financial Statements	3
Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Condensed Financial Statements	7
Management's Discussion and Analysis of Financial Condition and Results of Operation	10
Controls and Procedures	12
PART II – OTHER INFORMATION	13
Unregistered Sales of Equity Securities	13
Defaults Upon Senior Securities	13
Exhibits and Reports on Form 8-K	13
SIGNATURES	14

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.

*EXPLANTORY NOTE – The Registrant is filing this second amendment to the Form 10-Q for the period ended September 30, 2010 to update Exhibit 31 (Certification pursuant to Rule 13a-14(a)/15d-14(a) to include the title of Chief Financial Officer in the signature line for Ms. Anna Chalmers. No disclosure was changed as a result of the error and there were no other changes to the Form 10-Q.

Commercial E-Waste Management, Inc.

Condensed Balance Sheets

(A Development Stage Company)

	September 30,			December 31,
	2010			2008
	(unaudited)			(audited)

Current assets:
Cash	$	55		$	72
Total current assets		55			72

Fixed assets, net of accumulated depreciation of $3,925
and $3,103 as of 9/30/10 and 12/31/09, respectively		1,552			2,374

Total assets	$	1,607		$	2,446

Liabilities and Stockholders’ (Deficit)

Current liabilities:
Accounts payable	$	485		$	485
Accrued interest		9,608			7,645
Notes payable		46,029			38,698
Total current liabilities		56,122			46,828

Total liabilities		56,122			46,828

Stockholders’ equity
Preferred stock, $0.001 par value, 100,000,000 shares
authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 11,000,000 shares issued and outstanding		11,000			11,000
Additional paid-in capital		51,986			51,886
Accumulated (deficit)		(117,501	)		(107,268	)
Total stockholders’ (deficit)		(54,515	)		(44,382	)

Total liabilities and stockholders’ (deficit)	$	1,607		$	2,446

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

Commercial E-Waste Management, Inc.

Condensed Statements of Operations

(A Development Stage Company)

	Three Months Ended						Nine Months Ended						January 25, 2007
	September 30,						September 30,						(Inception) to
	2010			2009			2010			2009			September 30, 2010

Revenue	$	-		$	-		$	-		$	-		$	276,835
Cost of sales		-			-			-			-			22,622

Gross profit		-			-			-			-			254,213

Expenses:
Commissions		-			-			-			-			9,561
Commissions – related party		-			-			-			-			21,114
Depreciation expense		274			274			822			822			3,925
Executive compensation		-			-			-			120			10,120
General and administrative expenses		1,858			475			7,398			7,694			282,039
General and administrative expenses – related party		-			-			-			-			30,648
Total expenses		2,132			749			8,220			8,636			357,407

Other expense:
Impairment expense		-			-			-			(4,449	)		(4,449	)
Interest expense		(661	)		(662	)		(1,963	)		(1,963	)		(9,608	)
Total other expenses		(661	)		(662	)		(1,963	)		(6,412	)		(14,057	)

(Loss) before provision for income taxes		(2,793	)		(1,411	)		(10,183	)		(15,048	)		(117,251	)

Provision for income taxes		-			-			(50	)		(100	)		(250	)

Net (loss)	$	(2,793	)	$	(1,411	)	$	(10,233	)	$	(15,148	)	$	(117,501	)

Weighted average number of
common shares outstanding – basic and fully diluted		11,000,000			11,000,000			11,000,000			11,000,000

Net (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.

Commercial E-Waste Management, Inc.

Condensed Statements of Cash Flows

(A Development Stage Company)

`	For the nine months ended						January 25, 2007
	September 30,						(Inception) to
	2010			2009			September 30, 2010
Cash flows from operating activities
Net (loss)	$	(10,233	)	$	(15,148	)	$	(117,501	)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Shares issued for services – related party		-			-			10,000
Depreciation		822			822			3,925
Changes in operating assets and liabilities:
Decrease in inventory		-			4,449			-
Increase in accounts payable		-			-			485
Increase in accrued interest		1,963			1,963			9,608
Net cash (used) by operating activities		(7,448	)		(7,914	)		(93,483	)

Cash flows from investing activities
Purchase of fixed assets		-			-			(5,447	)
Net cash provided by investing activities		-			-			(5,447	)

Cash flows from financing activities
Donated capital		100			300			2,986
Issuances of common stock		-			-			50,000
Proceeds from notes payable		7,331			7,598			46,029
Net cash provided by financing activities		7,431			7,898			99,015

Net (decrease) in cash		(17	)		(16	)		55
Cash – beginning		72			127			-
Cash – ending	$	55		$	111			55

Supplemental disclosures:
Interest paid	$	-		$	-			-
Income taxes paid	$	50		$	100			250

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

Commercial E-Waste Management, Inc.

(A Development Stage Company)

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 (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. The Company has limited operations and in accordance with FASB ASC 915-10, “Development Stage Entities,” the Company is considered a development stage company.

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 ($117,501) for the period from January 25, 2007 (inception) to September 30, 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.

Commercial E-Waste Management, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

Note 4 – Fixed assets

Fixed assets as of September 30, 2010 and 2009, consisted of the following:

	September 30,
	2010			2009
Computer equipment	$	900		$	900
Furniture, fixtures and equipment		4,577			4,577

Accumulated depreciation		(3,925	)		(2,829	)
	$	1,552		$	2,648

During the nine month periods ended September 30, 2010 and 2009, the Company recorded depreciation expense of $822 and $822, 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 July 19, 2010, an officer and director of the Company donated cash in the amount of $100. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

During the nine months ended September 30, 2010, 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 February 2, 2008. The note bears an interest rate of 10.5%, calculated annually, and contains no prepayment penalty. During the three months ended September 30, 2010 and 2009, the Company recorded $661 and $662 in interest expense related to the note payable, respectively. Total accrued interested as of September 30, 2010 is $9,608. 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 September 30, 2010, the total principal and accrued interest due was $34,608.

Through September 30, 2010, a non-affiliated third party loaned the Company $21,029. The notes bear no interest, and are due on demand.

Note 7 – Related party transactions

During the nine months ended September 30, 2010, an officer and director of the Company donated cash in the amount of $100. 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.

Commercial E-Waste Management, Inc.

(A Development Stage Company)

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 the date the financial statements were issued. As of this date, nothing has happened that requires disclosure.

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

Revenues

During the three and nine month periods ended September 30, 2010 and 2009, 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 quarter ended September 30, 2010 were $2,132, of which $274 was deprecation expense and $1,858 was attributable to general and administrative expenses. In the year ago three months ended September 30, 2009, total operating expenditures were $749, consisting of $274 in depreciation expense, and $475 in general and administrative expenses.

Other Expenses

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 September 30, 2010 and 2009, we accrued interest expenses related to our $25,000 bridge loan payable in the amounts of $661 and $662, respectively. As of September 30, 2010, we recorded an aggregate of $9,608 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.

Net Loss

During the three months ended September 30, 2010, we recorded a net loss, in the amount of $2,793. In comparison, we realized a net loss during the three months ended September 30, 2009, in the amount of $1,411. 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 September 30, 2010, we had minimal cash on hand, compared to current liabilities in the amount of $56,122. 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.

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.

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

As of September 30, 2010, our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our President and Chief Financial Officer concluded that, as of September 30, 2010, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated by and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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.

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 $9,608 through September 30, 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 Exhibit

3	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) Certifications

32	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.

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	January 18. 2011
Anna Chalmers	Chief Executive Officer

/s/ Anna Chalmers	Chief Financial Officer	January 18. 2011
Anna Chalmers

/s/ Anna Chalmers	Chief Accounting Officer	January 18. 2011
Anna Chalmers

FLUOROPHARMA MEDICAL, INC. - FORM 10-Q/A - January 18, 2011

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FLUOROPHARMA MEDICAL, INC. Reports