UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-QSB

(Mark One)

 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

  OR

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

                For the transition period from _____________ to _________

AMERICAN RADIO EMPIRE, INC.

(formerly Stone Field Management Company, Inc.)

(Exact name of small business issuer as specified in its charter)

                                    Wyoming                                                                                                                        ;                                                      86-0970014

(State or other jurisdiction of incorporation or organization)                                                                                                    (IRS Employer Identification No.)

13210 Kerrville Folkway, Building G, Austin, Texas                                             78729

         (Address of principal executive offices)                                                      (Zip Code)

Tel: 512-249-9600

(Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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                                                NO         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        

The number of shares outstanding of the Company's no par common stock as of June 30, 2007 was 49,976.

Traditional Small Business Disclosure Format: 

                          YES                                                  NO        X        

Page 1

CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

Item 2.   Management's Discussion and Analysis of Financial Condition

               and Results of Operations

Item 3.   Controls and Procedures

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.   Defaults Upon Senior Securities

Item 4.   Submission of Matters to a Vote of Security Holders

Item 5.   Other Information

Item 6.   Exhibits

Page 2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

AMERICAN RADIO EMPIRE, INC.

FINANCIAL STATEMENTS

(Unaudited)

For the Periods Ended June 30, 2007 and 2006

TABLE OF CONTENTS

PA GE

Balance Sheets (unaudited)	F-1
Statements of Expenses (unaudited)	F-2
Statements of Cash Flows (unaudited)	F-3
Notes to Financial Statements (unaudited)	F-5

Page 3

AMERICAN RADIO EMPIRE, INC.
(A Development Stage Company)
BALANCE SHEETS (unaudited)
As of June 30, 2007 and December 31, 2006
			June 30, 2007	December 31, 2006
ASSETS
Current Assets
	Cash		$              2,362	$                 312
	Prepaid expenses		-	1,500
Total Current Assets			$              2,362	$              1,812
Non Current Assets
	Property and equipment, net		1,194	477
TOTAL ASSETS			$              3,556	$              2,289
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
	Accounts payable & accrued expenses		$            80,534	$            79,921
	Related party payable		3,100	-
	Accrued interest payable		264,178	215,483
	Convertible notes payable (net of discounts of $70,142 and $67,699 , respectively)		706,108	627,601
	Derivative liabilities, embedded derivatives and beneficial conversion feature		242,720	217,554
	Notes payable		76,000	68,500
	Other liabilities		5,000	5,000
		Total liabilities	1,377,640	1,214,059
Stockholders' deficit
	Common stock, $0.001 par value, 100,000,000 shares authorized, 49,976  and 49,976 issued and outstanding, respectively.		50	50
	Additional paid-in capital		(2,333)	(2,333)
	Deficit accumulated during the development stage		(1,371,801)	(1,209,487)
		Total stockholders' deficit	(1,374,084)	(1,211,770)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$              3,556	$              2,289

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

F-1

AMERICAN RADIO EMPIRE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS (unaudited)
							From December 9, 1998 (Inception)
			Three months ended		Six months ended		Through
							June 30,
			June 30, 2007	June 30, 2006	June 30, 2007	June 30, 2006	2007
OPERATING EXPENSES			50,846	62,055	90,896	118,360	933,052
OTHER (INCOME) EXPENSES
	Interest expense		36,543	33,972	71,418	64,309	458,749
	(Gain) on fair value of derivative liabilities		-	-	-	-	(20,000)
		Total other expenses	36,543	33,972	71,418	64,309	438,749
NET LOSS			$          (87,389)	$          (96,027)	$        (162,314)	$        (182,669)	$     (1,371,801)
Basic and diluted loss per share:			$              (1.75)	$              (1.92)	$              (3.25)	$              (3.66)
Weighted average common shares outstanding:
		Basic and diluted	49,976	49,976	49,976	49,976

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

F-2

AMERICAN RADIO EMPIRE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (unaudited)
						From
						December 9,
						1998
						(Inception)
				Six months ended		Through
						June
				June 30, 2007	June 30, 2006	2007
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$      (162,314)	$       (182,669)	$(1,371,801)
	Adjustments to reconcile net income to net cash provided by
		operating activities:
			Consulting fees paid through issuance of note	-	-	35,000
			Consulting fees paid through issuance of common stock	-	-	8,750
			Gain on fair value of derivative liability	-	-	(20,000)
			Non-cash interest expense	8,976	7,346	42,970
			Amortization of note discount	13,747	20,233	149,608
			Depreciation expense	197	-	250
			Increase in prepaid expenses	1,500	(1,201)	-
			Increase in accounts payable	613	19,189	68,666
			Increase in related party payable	3,100	-	3,100
			Increase in accrued interest payable	48,695	36,731	264,178
			Increase in other liabilities	-	-	5,000
NET CASH USED BY OPERATING ACTIVITIES				(85,486)	(100,371)	(814,279)
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchases of property & equipment			(914)	-	(1,444)
NET CASH (USED BY) INVESTING ACTIVITIES				(914)	-	(1,444)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from debentures			7,500	8,500	111,000
	Issuance of convertible notes and derivative liabilities			80,950	85,000	741,250

F-3

Statements of Cash Flows (continued)

	Payments on convertible and promissory notes notes	-		(35,000)
	Contributions of capital	-	-	835
NET CASH PROVIDED BY FINANCING ACTIVITIES		88,450	93,500	818,085
	NET INCREASE (DECREASE) IN CASH	2,050	(6,871)	2,362
CASH AT BEGINNING OF PERIOD		312	6,873	-
CASH AT END OF PERIOD		$            2,362	$                    2	$         2,362
SUPPLEMENTAL DISCLOSURE
	Income taxes paid	$                    -	$                     -	$                -
	Interest paid	$                    -	$                     -	$                -
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES
	Accounts payable assumed in exchange for common stock	$                    -	$                     -	$       11,868
	Discount on notes payable	$          16,190	$           17,000	$     191,250
	Cancellation of common stock to paid in capital	$                    -	$                     -	$            500

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

F-4

American Radio Empire, Inc.

Notes to Financial Statements

(unaudited)

Note 1 – Nature of Business and Basis of Presentation

The accompanying unaudited interim financial statements of American Radio Empire, Inc. (the "Company") a development stage company, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in American Radio Empire’s latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-KSB, have been omitted.

Note 2 – Going Concern

The Company has experienced operating losses since inception as a result of efforts to acquire capital and use that capital to acquire radio stations.  The Company expects that it will achieve profitability and positive cash flows in the future if it can successfully raise capital and acquire an operating business.  The Company’s plans in regard to this are to increase revenues by acquiring profitable radio stations and substantially reduce the cost of professional fees and obtain capital through the sale of stock.  There can be no assurance that the Company will ever achieve or sustain profitability or positive cash flow from its operations, reduce expenses or sell common stock.  To date, the Company has funded its activities primarily through private issuances of mandatorily convertible and redeemable debt offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the ultimate outcome of these matters.

Note 3 – Convertible Notes and Warrants

Redeemable Convertible Notes

In 2004, 2005, 2006, and 2007, the Company executed a series of redeemable convertible notes totaling $516,250 with individuals. The terms of these Redeemable Notes included fixed interest of 12% per year, principal and interest due between April 2005 and June 2008.  If unpaid at maturity, the holders may convert the balance of their Redeemable Notes and accrued interest into common stock.  The conversion rate for each $1 of Redeemable Notes is the lesser of $0.80 per common share or 80% of the average trading value per common share during the first 30 trading days.  Each Note holder also received a warrant to purchase one share of common stock for every $1 of promissory notes purchased, for a total of 516,250 additional shares, at $1 per share.  The warrants expire four years after the initial registration statement.

During the six months ended June 30, 2007, the Company issued convertible notes of $80,950. As of June 30, 2007, there have been no notes converted into shares of the Company’s stock.

Warrants

Warrants granted related to debt financing for the six month period ended June 30, 2007 were 80,950. Warrants granted related to accrued interest were 39,346 for the same period.  No warrants were exercised, forfeited or cancelled during the six months ended June 30, 2007.  The warrants issued along with the Notes and the Redeemable Notes were valued at zero using a Black-Scholes valuation model, risk free interest rate of 4%; dividend yield of 0%; an expected life of warrants of 4 years; and a 60% volatility factor.  The volatility factor was determined as an average of comparable public companies.

F-5

American Radio Empire, Inc.

Notes to Financial Statements

(unaudited)

Embedded Derivatives

The Redeemable Notes are hybrid instruments that contain both a freestanding derivative financial instrument and an embedded derivative feature that would individually warrant separate accounting as derivative instruments under SFAS 133. The freestanding derivative financial instruments include the warrants, which were valued individually, and were determined to have only a nominal value, as such no value has been assigned for the warrants.  The single compound embedded derivative feature is the conversion feature within the Redeemable Notes.  The value of the conversion feature was bifurcated from the debt host contract and recorded as a derivative liability, which resulted in a reduction of the initial carrying amount (as unamortized discount) of the Redeemable Notes.

Using the intrinsic value, a 20% discount from market price for the conversion feature, which was determined to be the maximum value, the fair value of the conversion feature embedded derivatives within the Redeemable Notes was computed at $103,250 as of June 30, 2007.

Convertible Notes Payable at June 30, 2007

Convertible Other notes	$    35,000
Notional balances of Mandatorily Convertible Notes Payable	225,000
Notional balances of Redeemable Notes Payable	516,250
Adjustments:
Unamortized discount	(70,142)
Convertible Notes balance, net of unamortized discount	$  706,108

Promissory Notes

The Company executed promissory notes (“Notes”) of $7,500 during the six months ended June 30, 2007.  The terms of these Notes included fixed interest of 12% per year, due on April 15, 2007.

Note 4 – Related Party Transactions

An individual who is an officer and a shareholder of the Company provides facilities and other operating costs for the Company without reimbursement.  That individual has an employment agreement with the Company that requires payment of a salary with a set progression of annual raises, medical insurance, and a vehicle for business use in exchange for management services.  To date, the Company has not provided this compensation.  This individual has forgone claims to this compensation and, therefore, it has not been accrued as a liability as of June 30, 2006 and 2007.  In 2003, the Company executed a consulting agreement with this individual that provides for payment of consulting fees and reimbursement of expenses.  Approximately $62,550 and $63,150 have been paid under this agreement during the six months ended June 30, 2006 and 2007, respectively.

During 2006, the Company's Board of Directors authorized payment to the individual identified above for office space rent in the amount of $500 per month.  No payments were made during the six months ended June 30, 2007; however, the Company has accrued a $3,000 charge in Related Party Payable.

During 2005 and 2006, the Company entered into consulting agreement with investors to provide consulting services including software development, marketing, real estate development, and engineering in 2006 and 2007.  The investors agreed to receive compensation in the form of 282,000 shares of restricted common stock, which will be issued upon completion of the agreed upon services.

Note 5 – Subsequent Events

On July 16, 2007, the Board of Directors authorized a 1 for 104 reverse stock split. The Board subsequently, on December 20, 2007, and retroactively passed a resolution re-instating the original number of incremental shares attributable to convertible notes and warrants to their original pre-split figures.

On July 17, 2007, the Board of Directors authorized the issuance of 6,000,000 shares of the Company's restricted common stock to three related parties. These shares are recorded at their fair value of $24,000.

On August 8, 2007, the Company entered into a stock purchase agreement with Wisplinx, LLC and Wisplinx’s principle shareholder, providing for the acquisition by the Company of Wisplinx, an Internet Service Provider located in the suburbs of northern Oklahoma City, Oklahoma. The stock purchase was consummated on October 2, 2007, at which time Wisplinx was acquired by the Company for $50,000 and 50,000 shares of the Company’s restricted common stock.

F-6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and the related footnotes thereto.

Overview of Business

The Company proposes to start with the possible acquisition of various radio stations spread between Pennsylvania, Mississippi and Wyoming, though stations located in other states may replace some of these proposed acquisitions or be added to the acquisition list. American Radio intends to pursue a regionally focused acquisition strategy, adding clusters of stations primarily across the Southwest, Southeast and Mid-West quadrants of the country, to accumulate stations within the group. The total number of stations acquired will be a function of availability, timing and marketing feasibility.

American Radio's management believes that all of these opportunities can be linked together quickly for efficient operation. The strategy is a combination of a small market radio station consolidation and a very specific internet and WIFI approach that is cross-market oriented.

American Radio proposes to buy stations with a combination of senior bank debt, private equity and public stock. Sellers will become stockholders in American Radio. Each seller will be invited to become a member of a Board of Advisors that the Company will form.

Besides its regional focus, the Company’s core strategy is based upon achieving certain economies of scale.  For example, under current market conditions, an advertiser is unable to initiate an advertising campaign targeting smaller markets without entering into multiple separate media purchases with each radio station.

The Company’s salespeople will be thoroughly trained in marketing their respective stations.  In order to attract and retain qualified personnel, the Company recognizes the need for a fair and appealing compensation plan.  Management intends to use bonus programs selectively as a method of rewarding outstanding salespeople.  Finally, the Company is committed to providing ongoing sales training and motivational programs to help its salespeople develop their full potential.

Critical Accounting Policies

Refer to the Company’s 2006 Form 10-KSB for its critical accounting policies.

Results of Operations

The Three Month Periods Ended June 30, 2007 and June 30, 2006

The Company had no net revenue for the three month periods ended June 30, 2007 and 2006.

Operating expenses, consisting primarily of professional fees, decreased from $62,055 for the three month period ended June 30, 2006 to $50,846 for the three month period ended June 30, 2007.  The decrease in professional fees is due to the decrease in legal and accounting fees, offset slightly by an increase in management fees.  Interest expense increased from $33,972 for the three month period ended June 30, 2006 to $36,543 for the same period ended June 30, 2007.  The increase in interest expense is due to the increase in the notes payable balance and an increase in interest expense related to the amortization of the discount on the convertible notes. 

The Six Month Periods Ended June 30, 2007 and June 30, 2006

The Company had no net revenue for the six month periods ended June 30, 2007 and 2006.

Operating expenses, consisting primarily of professional fees, decreased from $118,360 for the six month period ended June 30, 2006 to $90,896 for the six month period ended June 30, 2007.  The decrease in professional fees is due to the decrease in legal and accounting fees, offset slightly by an increase in management fee.  Interest expense increased from $64,309 for the six month period ended June 30, 2006 to $71,418 for the same period ended June 30, 2007.  The increase in interest expense is due to the increase in the notes payable balance and an increase in interest expense related to the amortization of the discount on the convertible notes.

Liquidity and Capital Resources

The Company remains in the development stage and, since inception, has experienced  no  significant   change  in  liquidity  or  capital  resources  or stockholder's  equity.  The Company's balance sheet as of June 30, 2007 reflects a current asset value of $2,362, and a total asset value of $3,556.

The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital  will be  further  depleted  by the  operating losses (if  any) of the business entity which the Company may eventually acquire.

Need for Additional Financing

The Company has experienced operating losses since inception as a result of efforts to acquire capital and use that capital to acquire radio stations.  The Company expects that it will achieve profitability and positive cash flows in the future if it can successfully raise capital and acquire an operating business.  The Company's plans in regard to this are to increase revenues by acquiring profitable radio stations and substantially reduce the cost of professional fees and obtain capital through the sale of stock.  There can be no assurance that the Company will ever achieve or sustain profitability or positive cash flow from its operations, reduce expenses or sell common stock.  To date, the Company has funded its activities primarily through private issuances of mandatorily convertible and redeemable debt offerings.

Item 3.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Our management evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2007, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our President/CEO/Treasurer concluded that, as of June 30, 2007, our disclosure controls and procedures were not effective.

The deficiencies in our disclosure controls related to our ability to timely file our annual report and our inability to timely file interim financial information. We are in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our Board of Directors. Additional effort is needed to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our management and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

(b) Changes in Internal Control Over Financial Reporting

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

Page 4

PART II – OTHER INFORMATION

Item 1.  Legal proceedings

None.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Submission of Matters to a Vote of Security Holders

None.

Item 5.    Other Information

None.

Item 6.    Exhibits

        31.1 - Rule 13a-14a/15d-14(a) Certification by Chief Executive/Financial Officer

        32.1 - Section 1350 Certification by Chief Executive/Financial Officer

SIGNATURES

In accordance with the requirements of the Exchange Act , the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN RADIO EMPIRE, INC.

Dated: January 16, 2008

/s/ Dain Schult

Dain Schult, President, CEO, Treasurer and Director

Page 5

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d)

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Dain Schult, certify that:

(1) I have reviewed this quarterly report on Form 10QSB of American Radio Empire, Inc.;

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures as of the end of the period covered by the report for the small business issuer and have:

        (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the small business issuer's internal control over financial reporting; and

(5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function):

        (a) any changes and material weaknesses in the design or operation of internal controls which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and

        (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting

/s/ Dain Schult

President, CEO, Treasurer and Director

American Radio Empire, Inc.

January 16, 2008

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of American Radio Empire, Inc. on Form 10-QSB for the quarter ending June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dain Schult, President, CEO, Treasurer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:      January 16, 2008

/s/ Dain Schult

President, CEO, Treasurer and Director

American Radio Empire, Inc.