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<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION&nbsp;<br>
Washington, D.C. 20549</b></p>
<p align="center"><b>FORM S-8<br>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</b></p>
<p align="center"><b>AMERICAN ENTERPRISE DEVELOPMENT CORPORATION</b></p>
<p align="center"><i>(Exact Name of Registrant as Specified in its Charter)</i></p>
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      <td width="50%" height="20" align="center">Texas</td>
      <td width="50%" height="20" align="center"></td>
      <td width="50%" height="20" align="center">76-0649310&nbsp;</td>
    </tr>
    <tr>
      <td width="50%" height="1" align="center">(State or Other Jurisdiction of
        Incorporation or Organization)</td>
      <td width="50%" height="1" align="center"></td>
      <td width="50%" height="1" align="center">(I.R.S. Employer Identification
        Number)</td>
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  </table>
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<p align="center"><b>2544 Tarpley Rd., Suite 104<br>
Carrollton, Texas 75006<br>
(972) 418-0225</b></p>
<p align="center"><i>(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)</i></p>
<p align="center"><i>________________________________</i></p>
<p align="center"><b>2007 Stock Incentive Plan&nbsp;</b><br>
<i>(Full Name of Plan)</i></p>
<p align="center"><i>_______________________________</i></p>
<p align="center"><b>Carey Kent Williams<br>
2544 Tarpley Rd., Suite 104<br>
Carrollton, Texas 75006<br>
(972) 418-0225</b></p>
<p align="center"><i>(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)</i></p>
<p align="center"><b>Copy to:<br>
Alan Talesnick, Esq.<br>
Melissa L. Mong, Esq.<br>
Patton Boggs LLP<br>
1660 Lincoln Street, Suite 1900<br>
Denver, Colorado 80264<br>
(303) 830-1776</b></p>
<p align="center"><b>CALCULATION OF REGISTRATION FEE</b></p>
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  <table border="0" width="800">
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      <td width="286" align="center" valign="bottom">Title of Securities to be
        Registered</td>
      <td width="123" align="center" valign="bottom">Amount to be Registered (1)</td>
      <td width="122" align="center" valign="bottom">Proposed Maximum Offering
        Price per Share (2)</td>
      <td width="122" align="center" valign="bottom">Proposed Maximum Aggregate
        Offering Price (2)</td>
      <td width="115" align="center" valign="bottom">Amount of Registration Fee
        (2)</td>
    </tr>
    <tr>
      <td width="286">Common Stock, par value $.0003 per share (3)</td>
      <td width="123" align="right">2,806,250</td>
      <td width="122" align="right">$0.11</td>
      <td width="122" align="right">$308,688</td>
      <td width="115" align="right">$9.48&nbsp;</td>
    </tr>
    <tr>
      <td width="286">Common Stock, par value $.0003 per share (4)</td>
      <td width="123" align="right">3,193,750</td>
      <td width="122" align="right">$0.11</td>
      <td width="122" align="right">$351,312</td>
      <td width="115" align="right">&nbsp;$10.78&nbsp;</td>
    </tr>
    <tr>
      <td width="286">&nbsp;Total (5):</td>
      <td width="123" align="right">6,000,000&nbsp;</td>
      <td width="122" align="right">$0.11</td>
      <td width="122" align="right">$660,000</td>
      <td width="115" align="right">$20.26</td>
    </tr>
  </table>
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      <td width="7%" valign="top">(1)&nbsp;</td>
      <td width="93%">Pursuant to Rule 416 under the Securities Act of 1933, as
        amended, this Registration Statement shall also cover additional shares
        of Common Stock that may become issuable by reason of any stock split,
        stock dividend, recapitalization or other similar transactions effected
        without consideration that results in an increase in the number of the
        Registrant's shares of outstanding Common Stock. In addition, this
        Registration Statement covers the resale by certain Selling Stockholders
        named in the Prospectus included in and filed with this Form S-8 of
        certain of the shares of the Registrant's Common Stock subject to this
        Registration Statement, for which no additional registration fee is
        required pursuant to Rule 457(h)(3).</td>
    </tr>
    <tr>
      <td width="7%" valign="top">(2)&nbsp;</td>
      <td width="93%">The price of $0.13 per share, which was the average of the
        high and low prices of the Registrant's common stock, as reported on the
        Over-The-Counter Bulletin Board (the &quot;OTC Bulletin Board&quot;) on
        August 27, 2007, is set forth solely for purposes of calculating the
        registration fee pursuant to Rule 457(c) of the Securities Act of 1933,
        as amended.</td>
    </tr>
    <tr>
      <td width="7%" valign="top">(3)</td>
      <td width="93%">Represents restricted shares granted under the 2007 Stock
        Incentive Plan.</td>
    </tr>
    <tr>
      <td width="7%" valign="top">(4)&nbsp;</td>
      <td width="93%">Represents shares available for future grants under the
        2007 Stock Incentive Plan.&nbsp;</td>
    </tr>
    <tr>
      <td width="7%" valign="top">(5)&nbsp;</td>
      <td width="93%">Represents total restricted shares previously issued and
        shares available for grant of 6,000,000 under the 2007 Stock Incentive
        Plan.</td>
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  </table>
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<p align="center"><b>EXPLANATORY NOTE</b></p>
<p>This Registration Statement on Form S-8 (this &quot;Registration
Statement&quot;) registers shares of common stock, par value $0.0003 per share,
of American Enterprise Development Corporation (referred to as the
&quot;Company,&quot; &quot;we,&quot; &quot;us&quot; or &quot;our&quot;),
consisting of (i) shares previously issued as restricted stock and granted under
the Company's 2007 Sock Incentive Plan (the &quot;2007 Plan&quot;); and (ii)
shares available to be granted and issued under the 2007 Plan.</p>
<p>This Registration Statement contains two parts. First, the materials that
follow Part I of this Registration Statement on Form S-8 (this
&quot;Registration Statement&quot;) up to Part II of this Registration Statement
constitute the reoffer Prospectus, prepared in accordance with Part I of Form
S-3, in accordance with General Instruction C of Form S-8 (the
&quot;Prospectus&quot;). The Prospectus permits reoffers and resales of those
shares referred to above that constitute &quot;restricted securities&quot; or
&quot;control securities&quot;, within the meaning of Form S-8, by certain of
the Company's stockholders, as more fully set forth therein. The second part
contains information required to be set forth in the registration statement
pursuant to Part II of Form S-8.</p>
<p align="center"><b>PART I</b></p>
<p align="center"><b>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</b></p>
<p>The documents containing the information required by Part I of this
Registration Statement will be sent or given to our employees, officers and
directors, as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the &quot;Securities Act&quot;). Those documents do not need to be filed
with the Securities and Exchange Commission (the &quot;Commission&quot;) either
as part of this Registration Statement or as Prospectuses or Prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a Prospectus that meets the requirements of Section 10(a) of the Securities Act.
The Company will provide without charge to any person, upon written or oral
request of such person, a copy of each document incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in the Prospectus as set forth in this Form S-8),
other than exhibits to such documents that are not specifically incorporated by
reference, the other documents required to be delivered to eligible employees
pursuant to Rule 428(b) under the Securities Act and additional information
about the 2007 Plan. Requests should be directed to the Company's President at
2544 Tarpley Rd., Suite 104 Carrollton, Texas 75006.</p>
<p align="center"><b>REOFFER PROSPECTUS&nbsp;</b></p>
<p align="center"><b>AMERICAN ENTERPRISE DEVELOPMENT CORPORATION</b>&nbsp;</p>
<p align="center">2,806,250 SHARES OF COMMON STOCK<br>
Acquired by the Selling Stockholders Under the<br>
2007 Stock Incentive Plan</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This reoffer prospectus (this &quot;Prospectus&quot;) relates to an aggregate of
up to 2,806,250 shares (the &quot;Shares&quot;) of common stock, par value
$0.0003 per share (the &quot;Common Stock&quot;), of American Enterprise
Development Corporation, a Texas corporation (the &quot;Company&quot;),
consisting of 2,806,250 outstanding restricted shares, which may be offered and
sold from time to time by certain stockholders of the Company (the &quot;Selling
Stockholders&quot;) who have acquired the Shares pursuant to the Company's 2007
Stock Incentive Plan (the &quot;2007 Plan&quot;). See &quot;Selling
Stockholders&quot;.&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Prospectus covers the offering for resale of (i) shares acquired by the
Selling Stockholders prior to the filing of a Registration Statement on Form S-8
by the Company (the &quot;Restricted Shares&quot;); and (ii) shares acquired by
Selling Stockholders who may be deemed affiliates of the Company after the
filing of a Registration Statement on Form S-8 prior to the filing of a
Registration Statement on Form S-8 by the Company (the &quot;Control
Shares&quot;).&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Shares acquired pursuant to the 2007 Plan prior to the effective date of a
registration statement covering securities issued under the 2007 Plan are
&quot;restricted securities&quot; pursuant to Rule 144, whether or not held by
affiliates of the Company. This Prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow for future sales by the
Selling Stockholders, on a continuous or delayed basis, to the public without
restriction.&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Selling Stockholders may offer for their own account these Shares for resale
from time to time. The Selling Stockholders may sell the Shares covered by this
Prospectus through various means, including directly or indirectly to
purchasers, in one or more transactions on any stock market on which the Shares
are traded at the time of sale, in privately negotiated transactions, or through
a combination of these methods. Each Selling Stockholder that sells any Shares
pursuant to this Prospectus may be deemed to be an &quot;underwriter&quot;
within the meaning of the Securities Act of 1933, as amended (the
&quot;Securities Act&quot;). Any commissions received by a broker or dealer in
connection with resales of shares may be deemed to be underwriting commissions
or discounts under the Securities Act. For additional information on the Selling
Stockholders' possible methods of sale, you should refer to the section in this
Prospectus entitled &quot;Plan of Distribution.&quot;&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will not receive any proceeds from the sale of the Shares being offered by
the Selling Stockholders. We will pay all of the expenses associated with this
Prospectus. Brokerage commissions and similar selling expenses, if any,
attributable to the offer or sale of the Shares will be borne by the applicable
Selling Stockholder.&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Common Stock is quoted on the OTC Bulletin Board under the symbol &quot;AEND.OB.&quot;
On August 27, 2007, the closing bid price of our Common Stock on such market was
$0.11 per share.&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This investment involves a high degree of risk. Please see <b>&quot;Risk
Factors&quot; beginning on page 3 of this Prospectus.&nbsp;</b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.&nbsp;</b></p>
<p align="center">The date of this Prospectus is August 29, 2007.</p>
<p align="center">TABLE OF CONTENTS&nbsp;</p>
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  <table border="0" width="800">
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      <td width="100%"><a href="#WHERE YOU CAN FIND ADDITIONAL INFORMATION">WHERE YOU CAN FIND ADDITIONAL INFORMATION</a></td>
    </tr>
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      <td width="100%"><a href="#SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS&nbsp;">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</a></td>
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      <td width="100%"><a href="#SUMMARY">SUMMARY</a></td>
    </tr>
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      <td width="100%"><a href="#RISK FACTORS">RISK FACTORS</a></td>
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      <td width="100%"><a href="#USE OF PROCEEDS">USE OF PROCEEDS</a></td>
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      <td width="100%"><a href="#SELLING STOCKHOLDERS">SELLING STOCKHOLDERS</a></td>
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      <td width="100%"><a href="#PLAN OF DISTRIBUTION">PLAN OF DISTRIBUTION</a></td>
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      <td width="100%"><a href="#LEGAL MATTERS">LEGAL MATTERS&nbsp;</a></td>
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      <td width="100%"><a href="#INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE&nbsp;</a></td>
    </tr>
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      <td width="100%"><a href="#DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION&nbsp; FOR SECURITIES ACT LIABILITIES">DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
        SECURITIES ACT LIABILITIES</a></td>
    </tr>
  </table>
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</div>
<p>You should only rely on the information incorporated by reference or provided
in this Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The Common Stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date on the front of this Prospectus.</p>
<p align="center"><b><a name="WHERE YOU CAN FIND ADDITIONAL INFORMATION">WHERE YOU CAN FIND ADDITIONAL INFORMATION</a>&nbsp;</b></p>
<p>The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the &quot;Commission&quot;). The
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the Public Reference Room of the
Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of such
material also may be obtained by mail from the Public Reference Room of the
Commission, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.
Information regarding the operation of the Public Reference Room may be obtained
by calling the Commission at 1-800-SEC-0330. Additionally, the Commission
maintains an Internet site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission and that is located at www.sec.gov.</p>
<p>This Prospectus constitutes part of a Registration Statement on Form S-8
filed on the date hereof (herein, together with all amendments and exhibits,
referred to as the &quot;Registration Statement&quot;) by the Company with the
Commission under the Securities Act. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock, reference
is hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any contract, agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract, agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement together with exhibits may be inspected at the offices of the
Commission as indicated above without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.&nbsp;</p>
<p align="center"><b><a name="SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS&nbsp;">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS&nbsp;</a></b></p>
<p><b>This Prospectus contains forward-looking statements that may be affected
by matters outside our control that could cause materially different
results.&nbsp;</b></p>
<p>This Prospectus contains &quot;forward-looking statements&quot; relating to
the Company. The Private Securities Litigation Reform Act of 1995 (the
&quot;Act&quot;) provides a safe harbor for forward-looking statements made by
or on behalf of the Company. Certain statements made in this Prospectus may
constitute forward-looking statements (within the meaning of Section 27.A of the
Securities Act and Section 21.E of the Exchange Act) regarding the expectations
of management with respect to revenues, profitability, and adequacy of funds
from operations, among other things. All statements that address operating
performance, events or developments that management expects or anticipates will
or may occur in the future including statements related to new products, volume
growth, revenues, profitability, adequacy of funds from operations, statements
expressing general optimism about future operating results and non-historical
information, are forward-looking statements within the meaning of the Act.
Without limiting the generality of the foregoing, words such as &quot;may&quot;,
&quot;anticipation&quot;, &quot;intend&quot;, &quot;could&quot;,
&quot;estimate&quot;, or &quot;continue&quot; or the negative or other
comparable terminology are intended to identify forward-looking statements.</p>
<p>These forward-looking statements are subject to many risks and uncertainties,
many of which are outside our control, that could cause actual results and
events to differ materially from the statements made herein. Some, but not all,
of these risks and uncertainties include:</p>
<div align="center">
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      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our limited operating history and current going concern
        report;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our ability to implement adequate disclosure controls and
        procedures and internal controls over financial reporting;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our need to raise capital to implement our business plan
        and establish our operations;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Competitive products and pricing pressures and our ability
        to gain our share of sales in the marketplace as a result of actions by
        competitors;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Decreased demand for our products resulting from changes
        in consumer preferences;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Seasonality of sales;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our ability to maintain and build a brand image for
        Havoc(tm) products;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Changes in any federal, state or local rules and
        regulations that govern our products;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our ability to maintain key executive officers;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Managing our growth and resources;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">The effectiveness of our advertising, marketing and
        promotional programs;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Production risks or limitations on our production capacity
        and capabilities;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our ability to maintain good relationships with
        independent distributors and customers of our products;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our ability to accurately anticipate future demand for our
        products and maintain adequate inventory levels;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Changes in the costs and availability of raw materials and
        the ability to maintain favorable supply arrangements and relationships
        and procure timely and/or adequate production of all or any of our
        products;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Increases in fuel and freight costs;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Possible recalls of our products;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Unilateral decisions by distributors, convenience chains,
        grocery chains, specialty chain stores, club stores and other customers
        to discontinue carrying any of our products that they are carrying at
        any time;&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Our inability to adequately protect our intellectual
        property; and&nbsp;</td>
    </tr>
    <tr>
      <td width="34" align="center">*&nbsp;</td>
      <td width="752">Volatility of stock prices may restrict sales or other
        opportunities.</td>
    </tr>
  </table>
  </center>
</div>
<p>The foregoing list of important factors and other risks detailed from time to
time in our reports filed with the Securities and Exchange Commission is not
exhaustive. See &quot;Risk Factors&quot; below for a more complete discussion of
these risks and uncertainties and for other risks and uncertainties. Those
factors and the other risk factors described herein are not necessarily all of
the important factors that could cause actual results or developments to differ
materially from those expressed in any of our forward-looking statements. Other
unknown or unpredictable factors also could harm our results. Consequently, our
actual results could be materially different from the results described or
anticipated by our forward-looking statements due to the inherent uncertainty of
estimates, forecasts and projections and may be better or worse than
anticipated. Given these uncertainties, you should not rely on forward-looking
statements. Forward-looking statements represent our estimates and assumptions
only as of the date that they were made. We expressly disclaim any duty to
provide updates to forward-looking statements, and the estimates and assumptions
associated with them, after the date of this report, in order to reflect changes
in circumstances or expectations or the occurrence of unanticipated events
except to the extent required by applicable securities laws.</p>
<p align="center"><b><a name="SUMMARY">SUMMARY</a></b></p>
<p><i>The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in, or incorporated by reference into, this Prospectus. Consequently, this
summary does not contain all of the information that you should consider before
investing in our Common Stock. You should carefully read the entire Prospectus,
including the &quot;Risk Factors&quot; section, and the documents and
information incorporated by reference into this Prospectus before making an
investment decision.</i></p>
<p>&nbsp;This Prospectus relates to 2,806,250 shares of our Common Stock,
consisting of 2,806,250 outstanding restricted shares that may be offered for
sale from time to time by the Selling Stockholders identified in this
Prospectus. We anticipate that the Selling Stockholders will offer the Shares
for sale at prevailing market prices on the OTC Bulletin Board on the date of
such sale. We will not receive any proceeds from these sales. We are paying the
expenses incurred in registering the Shares, but all selling and other expenses
incurred by each of the Selling Stockholders will be borne by such Selling
Stockholder.&nbsp;</p>
<p align="center"><b>American Enterprise Development Corporation&nbsp;</b></p>
<p><b>Our Company</b></p>
<p>We develop, market and distribute energy drinks under the Havoc(tm) brand
names and under the brand names of various sports conferences, franchises and
teams that we sponsor. We license the right to co-brand with these established
sports brands and market our products to their fan base. We also have initiated
sales and distribution into the corporate private label market, with sales to
night clubs, private corporations and casinos. These entities either sell or use
the product to promote their businesses with their own logo on the energy drink
cans.</p>
<p>Energy drink consumers consist largely of young, active consumers under 40
years of age. We target young, active sports fans, athletes and the youth and
college markets with our co-branding strategy because we believe these consumers
are loyal to their sports teams and willing to purchase products sponsored by
these teams.</p>
<p>We intend to use Havoc's brand strategy to drive our growth. As part of our
branding strategy, we have elected to focus on co-branding agreements with
groups that have established a strong fan base in order to allow us to market
the Havoc(tm) energy drink in connection with these popular brand names. Because
these sports brands already have a strong following, we expect to capture
consumers' interest at a lower marketing cost than if we directly marketed these
consumers without any sports brand affiliations. We believe that the flavor and
characteristics of the Havoc(tm) products are superior to our competitors, and
thus, we believe we can increase our market share quickly through our branding
strategy.</p>
<p><b>Corporate Information</b></p>
<p>We were incorporated in Texas on June 28, 2000 with the name &quot;A Time to
Grow, Inc.&quot;. In January 2002, we became a reporting company under the
Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;). In
August 2003, the shareholders voted to abandon the existing business plan,
elected to become a business development company (a &quot;BDC&quot;) under the
Investment Company Act of 1940 (the &quot;1940 Act&quot;) and approved changing
the name of the Company to &quot;American Enterprise Development
Corporation&quot;. On May 16, 2006, the Company acquired Havoc Distribution,
Inc. (&quot;Havoc&quot;), which is now our wholly-owned subsidiary. Then in
November 2006, we withdrew our election to be regulated as a BDC. All of our
business activities are conducted now through Havoc.</p>
<p>Our principal executive office is located at 2544 Tarpley, Suite 104,
Carrollton, Texas 75006, telephone (972) 418-0225. Our website is
www.havocenergy.com; however, any information that may be contained on our web
site does not constitute part of this Prospectus.</p>
<p align="center"><b><a name="RISK FACTORS">RISK FACTORS</a>&nbsp;</b></p>
<p><b>This offering involves a high degree of risk. You should carefully
consider the following risk factors and the other information in this Prospectus
before investing in our common stock.</b></p>
<p>This section of the Prospectus focuses on some of the major risks inherent in
our business and plans. It is not a discussion of every measure we would use to
address those risks, but rather, it is an identification and discussion of those
risks themselves.</p>
<p>An investment in the common stock offered hereby is speculative and involves
a high degree of risk. In addition to the general investment risks described
throughout this Prospectus, investors should carefully consider the risks
identified below. Although we believe these risks are the most significant ones
as of the date of this Prospectus, investors should nevertheless realize that
factors other than those set forth below may ultimately affect an investment in
our common stock in a manner and to a degree that cannot be foreseen at this
time. We do not make any representation that the following risks represent all
of the risks associated with an investment in the common stock offered hereby.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results. If any of the following
risks actually occur, our business, financial condition and/or operating results
could be materially adversely affected.</p>
<p><b>Limited Operating History</b></p>
<p>Our business, as currently conducted, has very limited operating history and
faces challenges typical of new businesses in highly competitive markets with
many other providers of the same or essentially the same products and services.
Our prospects must be considered in light of the risks, expenses, and
difficulties frequently encountered by a small business in a highly competitive
industry. We had working capital deficits of $(223,538), and $(4,254,522) as of
December 31, 2006 and June 30, 2007, respectively. In addition, revenues for the
year ended December 31, 2006 were only $18,670 and only $177,981 for the six
months ended June 30, 2007. Like any relatively new business enterprise
operating in a specialized and intensely competitive market, we are subject to
many business risks, which include, but are not limited to, unforeseen marketing
and promotional expenses, unforeseen negative publicity, competition, product
liability and lack of operating experience. Many of the risks may be
unforeseeable or beyond our control. There can be no assurance that we will
successfully implement our business plan in a timely or effective manner.</p>
<p><b>Going Concern Report</b></p>
<p>As a result of our current financial condition, our independent auditors have
issued a going concern report on our financial statements for the fiscal year
ended December 31, 2006. Our ability to continue in the normal course of
business is dependent upon successfully raising capital and the success of
future operations. These uncertainties raise substantial doubt about our ability
to continue as a going concern. Further, there can be no assurance that we will
not incur net losses in the future, or that our management will be able to
market and sell enough products to generate sufficient revenues and continue as
a going concern.</p>
<p><b>Disclosure Controls and Procedures and Internal Control over Financial
Reporting</b></p>
<p>We are required to maintain effective disclosure controls and procedures and
internal control over financial reporting. At this time, we have very limited
resources and are not able to take the steps necessary to ensure proper
disclosure controls and procedures and put into place proper internal controls
over financial reporting. Thus, our business, results of operations or financial
condition and the value of our stock could be materially harmed.</p>
<p><b>Need to Raise Additional Capital</b></p>
<p>To execute our business plan during the next 12 months, we will need to raise
additional capital to produce inventories to meet our expected demand, to pay
existing short-term liabilities, including our licensing fees, and to service
the existing long-term debt. The success of our business depends on our ability
to raise additional capital through the sale of debt or equity or through
borrowing, and we may not be able to raise capital or borrow funds in amounts
necessary to continue our business, or at all.</p>
<p><b>Establishment of Our Operations</b></p>
<p>Our likelihood of success in establishing Havoc's energy drink business must
be considered in light of the problems, experiences, difficulties, complications
and delays frequently encountered in connection with the operation and
development of new businesses. We currently have only one product, which has
achieved only limited sales. We also must surmount a number of hurdles before we
can expand our operations. The most significant of these are obtaining
financing, establishing a market for our products, and implementing our
advertising and marketing campaigns. We also must continue to develop and
implement systems, standards and procedures for every aspect of our operation.
There can be no assurance that we will be able to complete all of these items in
a timely manner, or at all.</p>
<p><b>Competitive Industry</b></p>
<p>The beverage industry is highly competitive. The principal areas of
competition are pricing, packaging, development of new products and flavors, and
marketing campaigns. Important factors affecting our ability to compete
successfully for consumer acceptance include taste and flavor of products, trade
and consumer promotions, rapid and effective development of new, unique cutting
edge products, attractive and different packaging, branded product advertising
and pricing. We also compete for distributors who will market our products over
our competitors' products, provide stable and reliable distribution and provide
adequate shelf space in retail outlets.</p>
<p>In addition, we compete for maximum marketing efforts by multi-brand licensed
brokers and distributors, many of which have a principal affiliation with one or
more of our competitors. Our products generally compete with all liquid
refreshments and with products of much larger and substantially better financed
competitors, including the products of numerous nationally and internationally
known producers such as The Coca Cola Company, PepsiCo, Inc., Cadbury Schweppes
plc, Red Bull Gmbh, Kraft Foods, Inc., Nestle Beverage Company, Tree Top and
Ocean Spray, most of which have substantially greater marketing and distribution
resources than we do. We also compete with companies that are smaller or
primarily local in operation and with private label brands carried by grocery
store chains, convenience store chains, and club stores.</p>
<p>Specifically, Havoc competes directly with Red Bull, Rockstar, Full Throttle,
No Fear, Amp, Adrenaline Rush, 180, Extreme Energy Shot, Red Devil, Rip It, Nos,
Boo Koo and many other brands. A number of companies who market and distribute
iced teas and juice cocktails have added supplements to their products with a
view to marketing their products as &quot;functional&quot; or &quot;energy&quot;
beverages or as having functional benefits. In addition, certain large companies
such as The Coca-Cola Company and PepsiCo Inc. market and/or distribute products
in that market segment such as Mountain Dew, Mountain Dew MDX, and Vault.</p>
<p>We compete in all of our markets with other major suppliers of these
products. Competitive pressures and other factors, such as new product
introductions by a competitor, may result in price or market share erosion that
could have a material adverse effect on our business, results of operations and
financial condition. Also, there can be no assurance that our products and
services will achieve broad market acceptance or will successfully compete with
other products targeting the same customers.</p>
<p><b>Consumer Preferences</b></p>
<p>At this time, we are not distributing any diet beverages. There is, however,
an increasing awareness and concern for health consequences of obesity. This
awareness may reduce demand for our non-diet beverages, such as our current
product, Havoc(tm), which could affect our profitability.</p>
<p>In addition, our current market distribution and penetration may be limited,
as it is dependent upon whether the Havoc(tm) brand achieves consumer
acceptance, and there can be no assurance that this acceptance will ultimately
be achieved. Based on industry information, we believe that, in general,
alternative beverage brands and products may be successfully marketed for five
to nine years after introduction in a geographic distribution area before
consumers' taste preferences change, although some brands or products have
longer lives. In light of the limited life for alternative beverage brands and
products, a failure to introduce new brands, products or product extensions into
the marketplace as current ones mature could prevent us from achieving long-term
profitability. Additionally, Havoc(tm) is considered a premium product and to
maintain market share during recessionary periods, we may have to reduce profit
margins, which would adversely affect our results of operations. We may be
unable to achieve volume growth through product and packaging initiatives. We
also may be unable to penetrate new markets. If our revenues decline, our
business, financial condition and results of operations will be adversely
affected.</p>
<p><b>Seasonality</b></p>
<p>Sales in the beverage industry typically are seasonal. As a result, our
working capital requirements and cash flow may vary substantially throughout the
year. Consumer demand for our products also may be affected by weather
conditions. Cool, wet spring or summer weather could result in decreased sales
of our beverages and could have an adverse effect on our results of operations.</p>
<p><b>Brand Image and Products Liability Claims</b></p>
<p>Our success depends on our ability to maintain and build brand image for
Havoc(tm), new products and brand extensions. We have no assurance that our
advertising, marketing and promotional programs will have the desired impact on
our products' brand image and on consumer preferences. Product quality issues,
real or imagined, or allegations of product contamination, even if fake or
unfounded, could tarnish the image of the affected brands and may cause
consumers to choose other products. We may be required from time to time to
recall products entirely or from our packers, markets or batches. Product
recalls could adversely affect our profitability and our brand image. We do not
maintain recall insurance.</p>
<p>While we have to date not experienced any credible product liability
litigation, there is no assurance that we will not experience such litigation in
the future. Although we have product liability insurance in amounts we believe
are adequate, we cannot assure the coverage will be sufficient to cover any and
all product liability claims. To the extent our product liability coverage is
insufficient, a product liability claim would likely have a material adverse
affect upon our financial condition. In addition, any product liability claim
successfully brought against us may materially damage the reputation of our
products, thus adversely affecting our ability to continue to market and sell
that or other products.</p>
<p><b>Regulations</b></p>
<p>The production, marketing, distribution and sale of Havoc(tm) products,
including contents, labels and containers, are subject to the rules and
regulations of various federal, provincial, state and local health agencies,
including but not limited to the Federal Food, Drug and Cosmetic Act, the
Dietary Supplement Health and Education Act of 1994, and the Occupational Safety
and Health Act. If a regulatory authority finds that a current or future product
or production run is not in compliance with any of these regulations, we may be
fined, or production may be stopped, thus adversely affecting our financial
conditions and operations. Similarly, any adverse publicity associated with any
non-compliance may damage our reputation and our ability to successfully market
our products. Furthermore, the rules and regulations are subject to change from
time to time and while we monitor developments in this area, we have no way of
anticipating whether changes in these rules and regulations will impact our
business adversely. Additional or revised regulatory requirements, whether
labeling, environmental, or otherwise, could have a material adverse effect on
our financial condition and results of operation.</p>
<p>We cannot predict the impact future changes in accounting standards or
practices may have on our financial results. New accounting standards could be
issued that could change the way we record revenues, expenses, assets and
liabilities. These changes in accounting standards could adversely affect our
reported earnings. Increases in direct and indirect income tax rates could
affect after tax income. Equally, increases in indirect taxes (including
environmental taxes pertaining to the disposal of beverage containers) could
affect our products' affordability and reduce our sales.</p>
<p><b>Managing Growth and Resources</b></p>
<p>To manage operations effectively and to become profitable, we must continue
to improve our operational, financial and other management processes and
systems. Our success also depends largely on our ability to achieve high levels
of employee utilization, manage our production costs and general and
administrative expenses, and otherwise execute our business plan. In addition,
in order to grow and execute our business plan and opportunities, we need to
have available to us adequate resources, including capital and personnel, which
may not be available when needed. We also need to maintain adequate operational
controls and focus as we add new brands, products, distribution channels, and
business strategies. We may not be able to effectively and efficiently manage
our growth. Any inability to do so could increase our expenses and could have an
impact on our profit margin.</p>
<p><b>Licensing Strategy</b></p>
<p>We are party to several licensing agreements. Although we believe our
licensing strategy will increase our national visibility among consumers, there
are risks associated with implementing this licensing strategy. There is no
assurance that the licensing partner will provide the same focus on distribution
and management of the brand as is done with our own products. In addition, many
of our agreements require substantial payments, which may be difficult for us to
meet, and as a result, these agreements may be terminated early by the licensors
if we are not able to perform.</p>
<p><b>Production Risks</b></p>
<p>We do not directly manufacture our Havoc(tm) products, but instead outsource
such manufacturing to bottlers and other contract packers. We are solely
dependent on the production capacity and capabilities of Krier Foods Inc. and
Ball Corporation to meet the demand for Havoc(tm) products. In addition, there
are limited packing facilities in the United States with adequate capacity
and/or suitable equipment for our Havoc(tm) products. A disruption or delay in
producing Havoc(tm) products could significantly affect our revenues from such
products as alternative packaging facilities in the United States with adequate
capacity may not be available for our Havoc(tm) products either at commercially
reasonable rates and/or within a reasonably short time period, if at all.
Consequently, in the event of a shortfall in agreed upon capacity or
significantly increased demand, we may be unable to meet customer requirements
resulting in decreased sales for our products, which could have an adverse
effect on our results of operations.</p>
<p><b>Independent Distributors</b></p>
<p>Our ability to establish a market for our unique brands and products in new
geographic distribution areas, as well as maintain and expand our existing
markets, is dependent on our ability to establish and maintain successful
relationships with reliable independent distributors strategically positioned to
serve those areas. Most of our distributors sell and distribute competing
products, and our products may represent a small portion of their business. To
the extent our distributors are distracted from selling our products or do not
employ sufficient efforts in managing and selling our products, including
re-stocking the retail shelves with our products, our sales and profitability
will be adversely affected. Our ability to maintain our distribution network and
attract additional distributors will depend on a number of factors, many of
which are outside our control. Some of these factors include:</p>
<div align="center">
  <center>
  <table border="0" width="800">
    <tr>
      <td width="8%" align="center">*</td>
      <td width="92%">the level of demand for our brands and products in a
        particular distribution area;</td>
    </tr>
    <tr>
      <td width="8%" align="center">*</td>
      <td width="92%">our ability to price our products at levels competitive
        with those offered by competing products; and</td>
    </tr>
    <tr>
      <td width="8%" align="center">&nbsp;*</td>
      <td width="92%">our ability to deliver products in the quantity and at the
        time ordered by distributors.</td>
    </tr>
  </table>
  </center>
</div>
<p>We may not be able to meet all or any of these factors in our current or
prospective geographic areas of distribution. Our inability to achieve any of
these factors in a geographic distribution area will have a material adverse
effect on our relationships with our distributors in that particular geographic
area, thus limiting our ability to expand our market, which likely will
adversely affect our revenues and financial results.</p>
<p><b>Existing Customer Relationships</b></p>
<p>Unilateral decisions could be taken by our distributors, and/or convenience
chains, grocery chains, specialty chain stores, club stores and other customers
to discontinue carrying all or any of our products that they are carrying at any
time, which could cause our business to suffer and harm our financial condition.</p>
<p><b>Inventory Levels and Product Delivery</b></p>
<p>If we do not accurately anticipate the future demand for a particular product
or the time it will take to obtain new inventory, our inventory levels will not
be appropriate and our results of operations may be negatively impacted. If we
fail to meet our shipping schedules, we could damage our relationships with
distributors and/or retailers, increase our shipping costs or cause sales
opportunities to be delayed or lost. In order to be able to deliver our products
on a timely basis, we need to maintain adequate inventory levels of the desired
products. If the inventory of our products held by distributors and/or retailers
is too high, they will not place orders for additional products, which would
unfavorably impact our future sales and adversely affect our operating results.</p>
<p><b>Raw Materials</b></p>
<p>The principal raw materials used by us comprise aluminum cans, packaging
material, as well as juices, high fructose corn syrup, the costs of which are
subject to fluctuations. The price of aluminum cans increased in 2006 and again
in 2007. The prices of high fructose corn syrup and certain juice concentrates
increased in 2006 and certain of these ingredients continued to increase in
early 2007. These increased costs, together with increased costs primarily of
energy and gas and freight are expected to result in increases in certain
product costs and are expected to exert pressure on our gross margins in 2007.
We are uncertain whether the prices of any of the above or any other raw
materials or ingredients will continue to rise in the future and whether we will
be able to pass any of such increases on to our customers.</p>
<p>We may not correctly estimate demand for our products. Our ability to
estimate demand for our products is imprecise, particularly with new products,
and may be less precise during periods of rapid growth, particularly in new
markets. If we materially underestimate demand for our products or are unable to
secure sufficient ingredients or raw materials, we might not be able to satisfy
demand on a short-term basis. Moreover, industry-wide shortages of certain juice
concentrates, supplements and sweeteners could, from time to time in the future,
be experienced, which could interfere with and/or delay production of certain of
our products and could have a material adverse effect on our business and
financial results. We do not use hedging agreements or alternative instruments
to manage this risk.&nbsp;</p>
<p><b>Packing Supplies</b></p>
<p>The majority of our packaging supplies contracts allow our suppliers to alter
the costs they charge us for packaging supplies based on changes in the costs of
the underlying commodities that are used to produce those packaging supplies,
such as aluminum for cans, pulp for cartons and/or trays. These changes in the
prices we pay for our packaging supplies occur at certain predetermined times
that vary by product and supplier. Accordingly, we bear the risk of increases in
the costs of these packaging supplies, including the underlying costs of the
commodities that comprise these packaging supplies. We do not use derivative
instruments to manage this risk. If the costs of these packaging supplies
increase, we may be unable to pass these costs along to our customers through
corresponding adjustments to the prices we charge, which could have a material
adverse effect on our results of operations.&nbsp;</p>
<p><b> Fuel and Freight Costs&nbsp;</b></p>
<p> The recent
volatility in the global oil markets has resulted in rising fuel and freight
prices, which many shipping companies are passing on to their customers.
Although we will work with shipping companies to mitigate these price increases,
we expect these costs may continue to increase. Due to the price sensitivity of
our products, we do not anticipate that we will be able to pass all of these
increased costs on to our customers.</p>
<p><b>Intellectual Property</b></p>
<p>Failure to protect our intellectual property could harm our brand and our
reputation, and adversely affect our ability to compete effectively. Further,
enforcing or defending our intellectual property rights, including any
trademarks, patents, copyrights and trade secrets, could result in the
expenditure of significant financial and managerial resources. We regard our
intellectual property, particularly our trademarks and trade secrets, to be of
considerable value and importance to our business and our success. We rely on a
combination of trademark and trade secrecy laws, confidentiality procedures and
contractual provisions to protect our intellectual property rights. There can be
no assurance that the steps taken by us to protect these proprietary rights will
be adequate or that third parties will not infringe or misappropriate our
trademarks, trade secrets or similar proprietary rights. In addition, there can
be no assurance that other parties will not assert infringement claims against
us, and we may have to pursue litigation against other parties to assert our
rights. Any such claim or litigation could be costly. In addition, any event
that would jeopardize our proprietary rights or any claim of infringement by
third parties could have a material adverse effect on our ability to market or
sell our brands, profitably exploit our unique products or recoup our associated
research and development costs.</p>
<p><b>Key Personnel</b></p>
<p>We have two executive officers, Mr. Williams and Mr. Davis, each of whom is
responsible for executing our business strategy. The death, injury or other
incapacity of either officer could adversely affect our ability to implement our
business strategy.</p>
<p><b>Volatility of Stock Market</b></p>
<p>Our common stock has very limited trading. As a result, the stock price tends
to be highly volatile. Factors such as variations in our revenues, earnings, if
any, and cash flow, as well as announcements of innovations or acquisitions by
us or our competitors, could cause the market price of the common stock to
fluctuate substantially. In addition, the market of our common stock could
change in ways that may or may not be related to our business, our industry or
our operating performance and financial condition. In addition, the trading
volume in our common stock may fluctuate and cause significant price variations
to occur. Some of the factors that could negatively affect our share price or
result in fluctuations in the price or trading volume of our common stock
include:</p>
<div align="center">
  <center>
  <table border="0" width="800">
    <tr>
      <td width="5%" align="center">*&nbsp;</td>
      <td width="95%">Actual or anticipated quarterly variations in our
        operating results;&nbsp;</td>
    </tr>
    <tr>
      <td width="5%" align="center">*&nbsp;</td>
      <td width="95%">Changes in expectations as to our future financial
        performance or changes in financial estimates, if any;</td>
    </tr>
    <tr>
      <td width="5%" align="center">*&nbsp;</td>
      <td width="95%">Announcements relating to our business or the business of
        our competitors;&nbsp;</td>
    </tr>
    <tr>
      <td width="5%" align="center">&nbsp;*</td>
      <td width="95%">The success of our operating strategy; and&nbsp;</td>
    </tr>
    <tr>
      <td width="5%" align="center">*</td>
      <td width="95%">The operating and stock performance of other comparable
        companies.</td>
    </tr>
  </table>
  </center>
</div>
<p>Many of these factors are beyond our control, and we cannot predict their
potential effects on the price of our common stock. If the market price of our
common stock declines significantly, you may be unable to resell your shares of
common stock at or above the price you acquired those shares. We cannot assure
you that the market price of our common stock will not fluctuate or decline
significantly.</p>
<p><b>The Penny Stock Rules</b></p>
<p>Our securities are currently considered a penny stock. As a penny stock, our
common stock is subject to additional disclosure requirements for penny stocks
mandated by the Penny Stock Reform Act of 1990. The SEC regulations generally
define a penny stock to be an equity security that is not traded on The NASDAQ
Stock Market or another recognized stock exchange and has a market price of less
than $5.00 per share. Our common stock will not be considered a &quot;penny
stock&quot; if our net tangible assets (i.e., total assets less intangible
assets and liabilities) exceed $2,000,000 or our average revenue is at least
$6,000,000 for the previous three years. Depending upon our stock price, we may
be included within the SEC Rule 3(a)(51) definition of a penny stock and have
our common stock considered to be a &quot;penny stock,&quot; with trading of our
common stock covered by Rule 15g-9 promulgated under the Securities Exchange Act
of 1934. Under this rule, broker-dealers who recommend such securities to
persons other than established customers and accredited investors must make a
special written disclosure to, and suitability determination for, the purchaser
and receive the purchaser's written agreement to a transaction prior to sale.
The regulations on penny stocks limit the ability of broker-dealers to sell our
common stock and thus may also limit the ability of purchasers of our common
stock to sell their securities in the secondary market.</p>
<p><b>NASD Sales Practice Requirements</b></p>
<p>The National Association of Securities Dealers, Inc. (&quot;NASD&quot;) has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives, and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which has the effect of
reducing the level of trading activity and liquidity of our common stock. As a
result, fewer broker-dealers are willing to make a market in our common stock,
reducing a shareholder's ability to resell shares of our common stock. Further,
many brokers charge higher transactional fees for penny stock transactions.</p>
<p align="center"><b><a name="USE OF PROCEEDS">USE OF PROCEEDS</a>&nbsp;</b></p>
<p>We will not receive any of the proceeds from the sale of the Shares by the
Selling Stockholders. The Selling Stockholders will pay any underwriting
discounts, commissions and expenses for brokerage, or any other expenses they
incur in disposing of the Shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the Shares covered by this
Prospectus.&nbsp;</p>
<p align="center"><b><a name="SELLING STOCKHOLDERS">SELLING STOCKHOLDERS</a>&nbsp;</b></p>
<p>This Prospectus relates to Shares that are being registered for reoffers and
resales by Selling Stockholders who have acquired Shares pursuant to the 2007
Plan. Beneficial ownership is determined in accordance with the rules of the
Commission, is based upon 53,152,437 shares outstanding as of July 31, 2007, and
generally includes voting or investment power with respect to securities.
Options to purchase shares of Common Stock that are currently exercisable or
exercisable within 60 days of August 24, 2007 are deemed to be outstanding and to
be beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person. Information regarding the Selling Stockholders, including the number of
Shares offered for sale, will be set forth in a Prospectus supplement to the
extent required. All of the 2,806,250 shares listed below covered by this
Prospectus are restricted shares that have been acquired by the Selling
Stockholders pursuant to the 2007 Plan, and are being registered for reoffers
and resales by the Selling Stockholders named in the table below. The Selling
Stockholders may resell all, a portion, or none of the Shares from time to
time.&nbsp;</p>
<p>The address of each stockholder listed below is care of American Enterprise
Development Corporation, 2544 Tarpley Rd., Suite 104, Carrollton, Texas 75006.
The following table sets forth the name and relationship to the Company of each
Selling Stockholder and: (1) the number of shares of Common Stock that each
Selling Stockholder beneficially owned as of August 24, 2007 (which includes
options exercisable within 60 days of August 24, 2007); (2) the number of shares
of Common Stock that each Selling Stockholder may offer pursuant to this
Prospectus; and (3) (if one percent or more) the percentage of the class to be
beneficially owned by such stockholder assuming the sale of all shares offered
pursuant to this Prospectus.&nbsp;</p>
<p>&nbsp;</p>
<div align="center">
  <center>
  <table border="0" width="597">
    <tr>
      <td width="198" align="center" valign="bottom">Selling Stockholder</td>
      <td width="190" align="center" valign="bottom">Position</td>
      <td width="142" align="center" valign="bottom">Shares Beneficially Owned</td>
      <td width="138" align="center" valign="bottom">Shares Covered Under this
        Prospectus</td>
      <td width="120" align="center" valign="bottom">Percent Beneficially Owned
        After the Resale</td>
    </tr>
    <tr>
      <td width="198">Marco Arce</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">50,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Jon Andersen</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">75,000</td>
      <td width="138" align="right">75,000</td>
      <td width="120" align="center">-&nbsp;</td>
    </tr>
    <tr>
      <td width="198">William Carmichael</td>
      <td width="190" align="center">Director</td>
      <td width="142" align="right">448,333</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">0.75%</td>
    </tr>
    <tr>
      <td width="198">Dan Davis</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">50,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Jonathon Gilchrist</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">300,000</td>
      <td width="138" align="right">300,000</td>
      <td width="120" align="center">-&nbsp;</td>
    </tr>
    <tr>
      <td width="198">Global Solutions</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">25,000</td>
      <td width="138" align="right">25,000</td>
      <td width="120" align="center">-&nbsp;</td>
    </tr>
    <tr>
      <td width="198">Aylin Gormus</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">30,000</td>
      <td width="138" align="right">30,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Bob Hamlin</td>
      <td width="190" align="center">Director</td>
      <td width="142" align="right">50,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">William Martin Jr.</td>
      <td width="190" align="center">Director</td>
      <td width="142" align="right">1,325,000</td>
      <td width="138" align="right">125,000</td>
      <td width="120" align="center">2.26%</td>
    </tr>
    <tr>
      <td width="198">Randall Newton</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">30,000</td>
      <td width="138" align="right">30,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Andre Nicholson</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">50,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Cindy Ormiston</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">400,000</td>
      <td width="138" align="right">400,000</td>
      <td width="120" align="center">-&nbsp;</td>
    </tr>
    <tr>
      <td width="198">Darrell Usselton</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">600,000</td>
      <td width="138" align="right">600,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Billy Pyron</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">50,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-&nbsp;</td>
    </tr>
    <tr>
      <td width="198">William Davis</td>
      <td width="190" align="center">Director</td>
      <td width="142" align="right">9,330,000</td>
      <td width="138" align="right">330,000</td>
      <td width="120" align="center">16.93%</td>
    </tr>
    <tr>
      <td width="198">Luther Reynolds</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">70,000</td>
      <td width="138" align="right">70,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Prudence Saenz</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">230,000</td>
      <td width="138" align="right">230,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Robert Sarlay</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">10,000</td>
      <td width="138" align="right">10,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Paul Schaeffer</td>
      <td width="190" align="center">Former Director</td>
      <td width="142" align="right">50,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">John Shearer</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">100,000</td>
      <td width="138" align="right">100,000</td>
      <td width="120" align="center">-&nbsp;</td>
    </tr>
    <tr>
      <td width="198">Simeon Wahlberg</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">100,000</td>
      <td width="138" align="right">100,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Carey K. Williams</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">12,400,000</td>
      <td width="138" align="right">400,000</td>
      <td width="120" align="center">22.58%</td>
    </tr>
    <tr>
      <td width="198">Jessie Williams</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">100,000</td>
      <td width="138" align="right">100,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">&nbsp;Robert Wilson</td>
      <td width="190" align="center">&nbsp;Director</td>
      <td width="142" align="right">60,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">Greg Noble</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">31,250</td>
      <td width="138" align="right">31,250</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">&nbsp;Expedite Capital</td>
      <td width="190" align="center"></td>
      <td width="142" align="right">50,000</td>
      <td width="138" align="right">50,000</td>
      <td width="120" align="center">-</td>
    </tr>
    <tr>
      <td width="198">TOTALS</td>
      <td width="190"></td>
      <td width="142" align="right">25,414,583</td>
      <td width="138" align="right">2,806,250</td>
      <td width="120"></td>
    </tr>
  </table>
  </center>
</div>
<p align="center"><b><a name="PLAN OF DISTRIBUTION">PLAN OF DISTRIBUTION</a>&nbsp;</b></p>
<p>The Shares covered by this Prospectus are being registered by us for the
account of the Selling Stockholders.&nbsp;</p>
<p>The Shares offered by this Prospectus may be sold from time to time directly
by or on behalf of the Selling Stockholders in one or more transactions on the
OTC Bulletin Board or on any stock exchange on which the Common Stock may be
listed at the time of sale, in privately negotiated transactions, or through a
combination of these methods. The Selling Stockholders may sell Shares through
one or more agents, brokers or dealers or directly to purchasers. These brokers
or dealers may receive compensation in the form of commissions, discounts or
concessions from the Selling Stockholders and/or purchasers of the Shares, or
both. Compensation as to a particular broker or dealer may be in excess of
customary commissions. The Selling Stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale or
non-sale related transfer. If a Selling Stockholder is an employee, officer or
director of the Company, he or she will be subject to our policies concerning
trading and other transactions in the Company's securities. Each Selling
Stockholder of the Shares and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their Shares
on any stock exchange, market or trading facility on which the shares are traded
or in private transactions. These sales may be at fixed or negotiated prices. A
Selling Stockholder may use any one or more of the following methods when
selling the Shares:</p>
<div align="center">
  <center>
  <table border="0" width="800">
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">ordinary brokerage transactions and transactions in which
        the broker-dealer solicits purchasers;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">block trades in which the broker-dealer will attempt to
        sell the shares as agent but may position and resell a portion of the
        block as principal to facilitate the transaction;&nbsp;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">purchases by a broker-dealer as principal and resale by
        the broker-dealer for its account;&nbsp;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">an exchange distribution in accordance with the rules of
        the applicable exchange;&nbsp;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">privately negotiated transactions;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">settlement of short sales entered into after the date of
        this Prospectus;&nbsp;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">broker-dealers may agree with the Selling Stockholders to
        sell a specified number of such shares at a stipulated price per share;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">a combination of any such methods of sale;</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">through the writing or settlement of options or other
        hedging transactions, whether through an options exchange or otherwise;
        or</td>
    </tr>
    <tr>
      <td width="54" valign="top" align="center">*</td>
      <td width="732">any other method permitted pursuant to applicable
        law.&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<p>The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this Prospectus. There is no
assurance that the Selling Stockholders will sell all or a portion of the stock
being offered hereby.&nbsp;</p>
<p>In connection with the sale of Shares, the Selling Stockholders may enter
into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the Shares in the course of hedging
the positions they assume. The Selling Stockholders may also sell the Shares
short and deliver these Shares to close out short positions, or loan or pledge
the Shares to broker-dealers or other financial institutions that in turn may
sell these Shares. The Selling Stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions that require
the delivery to the broker-dealer or other financial institution of the Shares,
which the broker-dealer or other financial institution may resell pursuant to
this Prospectus, or enter into transactions in which a broker-dealer makes
purchases as a principal for resale for its own account or through other types
of transactions.&nbsp;</p>
<p>In connection with the sales, a Selling Stockholder and any participating
broker or dealer may be deemed to be &quot;underwriters&quot; within the meaning
of the Securities Act, and any commissions they receive and the proceeds of any
sale of Shares may be deemed to be underwriting discounts or commissions under
the Securities Act. A Selling Stockholder who is deemed to be an
&quot;underwriter&quot; within the meaning of Section 2(11) of the Securities
Act will be subject to the Prospectus delivery requirements of the Securities
Act. The Selling Stockholders and any other person participating in such
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Regulation
M. Regulation M may limit the timing of purchases and sales of shares of our
common stock by the Selling Stockholders and any other person. Furthermore,
Regulation M may restrict, for a period of up to five business days prior to the
commencement of the distribution, the ability of any person engaged in a
distribution of shares of our common stock to engage in market-making activities
with respect to these shares. All of the foregoing may affect the marketability
of shares of our common stock and the ability of any person or entity to engage
in market-making activities with respect to shares of our common stock.&nbsp;</p>
<p>To the extent required, the Shares to be sold, the names of the persons
selling the Shares, the respective purchase prices and public offering prices,
the names of any agent, dealer or underwriter and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying Prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this Prospectus is a
part.&nbsp;</p>
<p>We are bearing all of the fees and expenses relating to the registration of
the Shares. Any underwriting discounts, commissions or other fees payable to
broker-dealers or agents in connection with any sale of the Shares will be borne
by the Selling Stockholders. In order to comply with certain states' securities
laws, if applicable, the Shares may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Shares may not
be sold unless the Shares have been registered or qualified for sale in such
state, or unless an exemption from registration or qualification is available
and is obtained and complied with. Sales of the Shares must also be made by the
Selling Stockholders in compliance with all other applicable state securities
laws and regulations.&nbsp;</p>
<p>The Selling Stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the Shares against certain
liabilities in connection with the offering of the Shares arising under the
Securities Act.&nbsp;</p>
<p>We have notified the Selling Stockholders of the need to deliver a copy of
this Prospectus in connection with any sale of the Shares.&nbsp;</p>
<p align="center"><b><a name="EXPERTS">EXPERTS</a>&nbsp;</b></p>
<p>Our consolidated financial statements for the year ended December 31, 2006
and the period from January 9, 2006, inception, to December 31, 2006, which we
incorporate by reference herein, have been audited by James B. McElravy, CPA,
P.C., which has changed its name to McElravy, Kinchen &amp; Associates, P.C. , an independent certified public accountant, as set forth in their report
thereon. Such report is given on the authority of that firm as experts in
accounting and auditing and in reliance upon its report.</p>
<p align="center"><b><a name="LEGAL MATTERS">LEGAL MATTERS</a></b></p>
<p>The validity of the Shares being offered hereby has been passed upon for the
Company by Patton Boggs LLP.&nbsp;</p>
<p align="center"><b><a name="INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</a></b></p>
<p>We disclose important information to you by referring you to documents that
we have previously filed with the Commission or documents we will file with the
Commission in the future. We hereby incorporate by reference the following
documents into this Prospectus:&nbsp;</p>
<div align="center">
  <center>
  <table border="0" width="800">
    <tr>
      <td width="45" valign="top" align="center">*</td>
      <td width="741">our Annual Report on Form 10-KSB for the fiscal year ended
        December 31, 2006, filed with the Commission on April 13, 2007;&nbsp;</td>
    </tr>
    <tr>
      <td width="45" valign="top" align="center">*</td>
      <td width="741">our Quarterly Reports on Form 10-QSB for the quarter ended
        March 31, 2007 (filed May 18, 2007 and amended thereto on Form 10-QSB/A
        filed May 22, 2007);&nbsp;</td>
    </tr>
    <tr>
      <td width="45" valign="top" align="center">*</td>
      <td width="741">our Quarterly Reports on Form 10-QSB for the quarter ended
        June 30, 2007 (filed August 20, 2007);&nbsp;</td>
    </tr>
    <tr>
      <td width="45" valign="top" align="center">*</td>
      <td width="741">our Current Reports on Form 8-K/A filed August 8, 2007 and
        August 7, 2007 and our Current Reports on Form 8-K filed July 9, 2007,
        April 16, 2007 (except for Item 7.01 and exhibits 99.1 and 99.2), April
        5, 2007 (except for Item 7.01 and Exhibits 99.1) February 16, 2007,
        February 7, 2007 and January 21, 2007 pursuant to Section 13 of the
        Securities Exchange Act of 1934, as amended; and</td>
    </tr>
    <tr>
      <td width="45" valign="top" align="center">*</td>
      <td width="741">the description of our common stock set forth in our
        prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933
        (as amended), filed with the Commission August 14, 2007, and all
        amendments and reports filed by us to update that description.&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<p>Additionally, all documents filed by us with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Prospectus and before the termination or completion of this
offering shall be deemed to be incorporated by reference into this Prospectus
from the respective dates of filing of such documents. Any information that we
subsequently file with the Commission that is incorporated by reference as
described above will automatically update and supersede any previous information
that is part of this Prospectus.&nbsp;</p>
<p>Upon written or oral request, we will provide you without charge, a copy of
any or all of the documents incorporated by reference, other than exhibits to
those documents unless the exhibits are specifically incorporated by reference
in the documents. Please send requests to American Enterprise Development
Corporation, 2544 Tarpley Rd., Suite 104, Carrollton, Texas 75006 or call (972)
418-0225.&nbsp;</p>
<p align="center"><b><a name="DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION&nbsp; FOR SECURITIES ACT LIABILITIES">DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION&nbsp;<br>
FOR SECURITIES ACT LIABILITIES</a></b></p>
<p>Our directors and officers are indemnified by our bylaws and articles of
incorporation against amounts actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they are
a party by reason of being or having been directors or officers of American
Enterprise Development Corporation, except in cases wherein the director or
officer is adjudged of willful misfeasance or malfeasance in the performance of
their duties. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to such directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.&nbsp;</p>
<p>In the event that a claim for indemnification against such liabilities, other
than the payment by American Enterprise Development Corporation of expenses
incurred or paid by such director, officer or controlling person in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication.</p>
<p>NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
STOCKHOLDER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE AS OF WHICH SUCH INFORMATION IS GIVEN. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.</p>
<p align="center">TABLE OF CONTENTS&nbsp;</p>
<div align="center">
  <center>
  <table border="0" width="800">
    <tr>
      <td width="100%"><a href="#WHERE YOU CAN FIND ADDITIONAL INFORMATION">WHERE YOU CAN FIND ADDITIONAL INFORMATION</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS&nbsp;">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#SUMMARY">SUMMARY</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#RISK FACTORS">RISK FACTORS</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#USE OF PROCEEDS">USE OF PROCEEDS</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#SELLING STOCKHOLDERS">SELLING STOCKHOLDERS</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#PLAN OF DISTRIBUTION">PLAN OF DISTRIBUTION</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#LEGAL MATTERS">LEGAL MATTERS&nbsp;</a></td>
    </tr>
    <tr>
      <td width="100%"><a href="#INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</a>&nbsp;</td>
    </tr>
    <tr>
      <td width="100%"><a href="#DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION&nbsp; FOR SECURITIES ACT LIABILITIES">DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
        SECURITIES ACT LIABILITIES</a></td>
    </tr>
  </table>
  </center>
</div>
<p>AMERICAN ENTERPRISE DEVELOPMENT CORPORAITON HAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WASHINGTON, D.C., A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO THE SHARES OFFERED HEREBY. THIS PROSPECTUS OMITS
CERTAIN INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. THE INFORMATION
OMITTED MAY BE OBTAINED FROM THE SECURITIES AND EXCHANGE COMMISSION UPON PAYMENT
OF THE REGULAR CHARGE THEREFORE.</p>
<p align="center">2,806,250 SHARES</p>
<p align="center">AMERICAN ENTERPRISE DEVELOPMENT CORPORATION</p>
<p align="center">COMMON STOCK</p>
<p align="center">REOFFER PROSPECTUS</p>
<p align="center">August 29, 2007</p>
<p align="center"><b>PART II</b></p>
<p align="center"><b>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>
<p align="center"><b>INCORPORATION OF DOCUMENTS BY REFERENCE&nbsp;</b></p>
<p>We disclose important information to you by referring you to documents that
we have previously filed with the Commission or documents we will file with the
Commission in the future. We hereby incorporate by reference the following
documents into this Prospectus:&nbsp;</p>
<div align="center">
  <center>
  <table border="0" width="800">
    <tr>
      <td width="48" align="center" valign="top">*&nbsp;</td>
      <td width="738">our Annual Report on Form 10-KSB for the fiscal year ended
        December 31, 2006, filed with the Commission on April 13, 2007;&nbsp;</td>
    </tr>
    <tr>
      <td width="48" align="center" valign="top">*&nbsp;</td>
      <td width="738">our Quarterly Reports on Form 10-QSB for the quarter ended
        March 31, 2007 (filed May 18, 2007 and amended thereto on Form 10-QSB/A
        filed May 22, 2007);</td>
    </tr>
    <tr>
      <td width="48" align="center" valign="top">*&nbsp;</td>
      <td width="738">our Quarterly Reports on Form 10-QSB for the quarter ended
        June 30, 2007 (filed August 20, 2007);&nbsp;</td>
    </tr>
    <tr>
      <td width="48" align="center" valign="top">*&nbsp;</td>
      <td width="738">our Current Reports on Form 8-K/A filed August 8, 2007 and
        August 7, 2007 and our Current Reports on Form 8-K filed July 9, 2007,
        April 16, 2007 (except for Item 7.01 and exhibits 99.1 and 99.2), April
        5, 2007 (except for Item 7.01 and Exhibits 99.1) February 16, 2007,
        February 7, 2007 and January 21, 2007 pursuant to Section 13 of the
        Securities Exchange Act of 1934, as amended; and</td>
    </tr>
    <tr>
      <td width="48" align="center" valign="top">*&nbsp;</td>
      <td width="738">the description of our common stock set forth in our
        prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933
        (as amended), filed with the Commission August 14, 2007, and all
        amendments and reports filed by us to update that description.</td>
    </tr>
  </table>
  </center>
</div>
<p>Additionally, all documents filed by us with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Prospectus and before the termination or completion of this
offering shall be deemed to be incorporated by reference into this Prospectus
from the respective dates of filing of such documents. Any information that we
subsequently file with the Commission that is incorporated by reference as
described above will automatically update and supersede any previous information
that is part of this Prospectus.&nbsp;</p>
<p>Upon written or oral request, we will provide you without charge, a copy of
any or all of the documents incorporated by reference, other than exhibits to
those documents unless the exhibits are specifically incorporated by reference
in the documents. Please send requests to American Enterprise Development
Corporation, 2544 Tarpley Rd., Suite 104, Carrollton, Texas 75006 or call (972)
418-0225.&nbsp;</p>
<p><b>ITEM 4. DESCRIPTION OF SECURITIES</b></p>
<p>We incorporate by reference herein the description of our securities set
forth in our Prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933 (as amended), filed on August 14, 2007, File No. 333-145444.</p>
<p><b>ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL</b></p>
<p>Our consolidated financial statements for the year ended December 31, 2006
and the period from January 9, 2006, inception, to December 31, 2006, which we
incorporate by reference herein, have been audited by James B. McElravy, CPA,
P.C., which has changed its name to McElravy, Kinchen &amp; Associates, P.C., an independent certified public accountant, as set forth in their report
thereon. Such report is given on the authority of that firm as experts in
accounting and auditing and in reliance upon its report. The validity of the
common stock covered by this Registration Statement has been passed upon for the
Company by Patton Boggs LLP.&nbsp;</p>
<p><b>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</b>&nbsp;</p>
<p>Our Bylaws provide that the Company must indemnify its directors, officers
and employees to the full extent allowed by law against all expenses and
liabilities, including counsel fees, reasonably incurred or imposed upon him in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or criminal, to which he may be made party, or in
which he may become involved, by reason of his being or having been a director,
officer, employee or agent of the Company or any settlement thereof, whether or
not he is a director, officer or agent at the time such expenses are incurred,
except in such cases wherein the director, officer or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Company's board of directors approves such settlement and
reimbursement as being for the Company's best interest.&nbsp;</p>
<p>Our Bylaws also provide that the Company must provide any person who is or
was a director, officer, employee, or agent of the Company or is or was serving
at the Company's request as a director, officer, employee or agent of the
company, partnership, joint venture, trust or enterprise, the indemnity against
expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law. Additionally, pursuant to the Bylaws, the
Company's board of directors may, in its sole discretion, direct the purchase of
liability insurance by way of implementing the indemnification provisions set
forth in the Bylaws.</p>
<p><b>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</b></p>
<p>&nbsp;Not applicable.&nbsp;</p>
<p><b>ITEM 8. EXHIBITS&nbsp;</b></p>
<p>The following documents are filed as exhibits to this Registration
Statement:&nbsp;</p>
<table border="0" width="800">
  <tr>
    <td width="72" align="center"><b>Exhibit <u>Number</u></b></td>
    <td width="714" valign="bottom"><b><u>Exhibit</u></b></td>
  </tr>
  <tr>
    <td width="72" align="center">4.2</td>
    <td width="714">2007 Stock Incentive Plan (Incorporated by reference from
      the Company's Current Report on Form 8-K dated December 28, 2006, File No.
      811-21607)</td>
  </tr>
  <tr>
    <td width="72" align="center">5.1</td>
    <td width="714">Opinion and Consent of Patton Boggs LLP</td>
  </tr>
  <tr>
    <td width="72" align="center">23.1</td>
    <td width="714">Consent of McElravy, Kinchen &amp; Associates, PC&nbsp;&nbsp;</td>
  </tr>
  <tr>
    <td width="72" align="center"> 23.2</td>
    <td width="714">
      Consent of Patton Boggs LLP (included in Exhibit 5.1)&nbsp;</td>
  </tr>
  <tr>
    <td width="72" align="center">24.1</td>
    <td width="714">Power of Attorney (included on signature page hereto)</td>
  </tr>
</table>
<p>TEM 9. UNDERTAKINGS&nbsp;</p>
<p>The registrant hereby undertakes:&nbsp;</p>
<table border="0" width="800">
  <tr>
    <td width="46">(a)(1)&nbsp;</td>
    <td width="734" colspan="2">To file, during any period in which offers or
      sales are being made, a post-effective amendment to this Registration
      Statement to:</td>
  </tr>
  <tr>
    <td width="46"></td>
    <td width="49" align="center" valign="top">(i)</td>
    <td width="685">Include any prospectus required by Section 10(a)(3) of the
      Securities Act;</td>
  </tr>
  <tr>
    <td width="46"></td>
    <td width="49" align="center" valign="top">(ii)</td>
    <td width="685">Reflect in the prospectus any facts or events arising after
      the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information in the Registration
      Statement. Notwithstanding the foregoing, any increase or decrease in
      volume of securities offered (if the total dollar value of securities
      offered would not exceed that which was registered) and any deviation from
      the low or high end of the estimated maximum offering range may be
      reflected in the form of prospectus filed with the Commission pursuant to
      Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no more than a 20% change in the maximum aggregate offering
      price set forth in the &quot;Calculation of Registration Fee&quot; table
      in the effective registration statement.</td>
  </tr>
  <tr>
    <td width="46"></td>
    <td width="49" align="center" valign="top">(iii)</td>
    <td width="685">Include any material information with respect to the plan of
      distribution not previously disclosed in the Registration Statement or any
      material change to such information in the Registration Statement;</td>
  </tr>
</table>
<p>provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference to the Registration Statement.</p>
<p>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</p>
<p>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.</p>
<p>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.</p>
<p>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to the directors, officers and
controlling persons of the registrant pursuant to the foregoing provision, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
final adjudication of such issue.</p>
<p align="center"><b>SIGNATURES</b>&nbsp;</p>
<p>Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that its meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Carrollton, State of Texas, on this 29th day of August 2007.</p>
<div align="center">
  <center>
  <table border="0" width="800">
    <tr>
      <td width="294"></td>
      <td width="492">AMERICAN ENTERPRISE DEVELOPMENT CORPORATION</td>
    </tr>
    <tr>
      <td width="294"></td>
      <td width="492">By:<u>&nbsp;&nbsp; /s/ C.K.
        Williams&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u></td>
    </tr>
    <tr>
      <td width="294"></td>
      <td width="492">Carey Kent Williams, President, Chief Executive Officer
        and Director</td>
    </tr>
  </table>
  </center>
</div>
<p>Each person whose signature appears below appoints Carey Kent Williams,
individually, as true and lawful attorneys-in-fact and agents, with full power
of substitution to sign any amendments (including post-effective amendments) to
this Registration Statement and to each registration statement amended hereby,
and to file the same, with all exhibits and other related documents, with the
Commission, with full power and authority to perform any necessary or
appropriate act in connection with the amendment(s).</p>
<p>Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.</p>
<div align="center">
  <center>
  <table border="0" width="514">
    <tr>
      <td width="40">By:</td>
      <td width="334"><u>/s/ Carey Kent Williams</u></td>
      <td width="120">August 29, 2007</td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Carey Kent Williams</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">President, Chief Executive Officer and Director</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334"></td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40">By:</td>
      <td width="334"><u>/s/ Williams Samuel Davis</u></td>
      <td width="120">August 29, 2007</td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">William Samuel Davis</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Director</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334"></td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40">By:</td>
      <td width="334"><u>/s/ William Carmichael</u></td>
      <td width="120">August 29, 2007</td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">William Carmichael</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Director</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334"></td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40">By:</td>
      <td width="334"><u>/s/ Robert Hamlin</u></td>
      <td width="120">August 29, 2007</td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Robert Hamlin</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Director</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334"></td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40">By:</td>
      <td width="334"><u>/s/ Miles Lim</u></td>
      <td width="120">August 29, 2007</td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Miles Lim</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Director</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334"></td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40">By:</td>
      <td width="334"><u>/s/ William G. Martin, Jr.</u></td>
      <td width="120">August 29, 2007</td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">William G. Martin, Jr</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Director</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334"></td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40">By:</td>
      <td width="334"><u>/s/ Robert Wilson</u></td>
      <td width="120">August 24, 2007</td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Robert Wilson</td>
      <td width="120"></td>
    </tr>
    <tr>
      <td width="40"></td>
      <td width="334">Director</td>
      <td width="120"></td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center"><b>EXHIBIT INDEX</b></p>
<table border="0" width="800">
  <tr>
    <td width="72" align="center"><b>Exhibit <u>Number</u></b></td>
    <td width="714" valign="bottom"><b><u>Exhibit</u></b></td>
  </tr>
  <tr>
    <td width="72" align="center">4.2</td>
    <td width="714">2007 Stock Incentive Plan (Incorporated by reference from
      the Company's Current Report on Form 8-K dated December 28, 2006, File No.
      811-21607)</td>
  </tr>
  <tr>
    <td width="72" align="center">5.1</td>
    <td width="714">Opinion and Consent of Patton Boggs LLP</td>
  </tr>
  <tr>
    <td width="72" align="center">23.1</td>
    <td width="714">Consent of McElravy, Kinchen &amp; Associates, PC&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="72" align="center"> 23.2 </td>
    <td width="714">
      Consent of Patton Boggs LLP (included in Exhibit 5.1)</td>
  </tr>
  <tr>
    <td width="72" align="center">24.1 </td>
    <td width="714">Power of Attorney (included on signature page hereto)</td>
  </tr>
</table>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "aend08242007s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 102606}]
{"company-data": {"conformed-name": "AMERICAN ENTERPRISE DEVELOPMENT CORP", "cik": "0001136725", "assigned-sic": "2080", "irs-number": "760649310", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-145799", "film-number": "071091076"}, "business-address": {"street1": "2544 TARPELY RD", "street2": "SUITE 104", "city": "CARROLLTON", "state": "TX", "zip": "77055", "phone": "972-418-0225"}, "mail-address": {"street1": "2544 TARPELY RD", "street2": "SUITE 104", "city": "CARROLLTON", "state": "TX", "zip": "77055"}, "former-company": {"former-conformed-name": "A TIME TO GROW INC", "date-changed": "20010313"}}
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN ENTERPRISE DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Texas
76-0649310
(State or Other Jurisdiction of
        Incorporation or Organization)
(I.R.S. Employer Identification
        Number)
2544 Tarpley Rd., Suite 104
Carrollton, Texas 75006
(972) 418-0225
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
________________________________
2007 Stock Incentive Plan
(Full Name of Plan)
_______________________________
Carey Kent Williams
2544 Tarpley Rd., Suite 104
Carrollton, Texas 75006
(972) 418-0225
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Alan Talesnick, Esq.
Melissa L. Mong, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776
CALCULATION OF REGISTRATION FEE
Title of Securities to be
        Registered
Amount to be Registered (1)
Proposed Maximum Offering
        Price per Share (2)
Proposed Maximum Aggregate
        Offering Price (2)
Amount of Registration Fee
        (2)
Common Stock, par value $.0003 per share (3)
2,806,250
$0.11
$308,688
$9.48
Common Stock, par value $.0003 per share (4)
3,193,750
$0.11
$351,312
$10.78
Total (5):
6,000,000
$0.11
$660,000
$20.26
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as
        amended, this Registration Statement shall also cover additional shares
        of Common Stock that may become issuable by reason of any stock split,
        stock dividend, recapitalization or other similar transactions effected
        without consideration that results in an increase in the number of the
        Registrant's shares of outstanding Common Stock. In addition, this
        Registration Statement covers the resale by certain Selling Stockholders
        named in the Prospectus included in and filed with this Form S-8 of
        certain of the shares of the Registrant's Common Stock subject to this
        Registration Statement, for which no additional registration fee is
        required pursuant to Rule 457(h)(3).
(2)
The price of $0.13 per share, which was the average of the
        high and low prices of the Registrant's common stock, as reported on the
        Over-The-Counter Bulletin Board (the "OTC Bulletin Board") on
        August 27, 2007, is set forth solely for purposes of calculating the
        registration fee pursuant to Rule 457(c) of the Securities Act of 1933,
        as amended.
(3)
Represents restricted shares granted under the 2007 Stock
        Incentive Plan.
(4)
Represents shares available for future grants under the
        2007 Stock Incentive Plan.
(5)
Represents total restricted shares previously issued and
        shares available for grant of 6,000,000 under the 2007 Stock Incentive
        Plan.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this "Registration
Statement") registers shares of common stock, par value $0.0003 per share,
of American Enterprise Development Corporation (referred to as the
"Company," "we," "us" or "our"),
consisting of (i) shares previously issued as restricted stock and granted under
the Company's 2007 Sock Incentive Plan (the "2007 Plan"); and (ii)
shares available to be granted and issued under the 2007 Plan.
This Registration Statement contains two parts. First, the materials that
follow Part I of this Registration Statement on Form S-8 (this
"Registration Statement") up to Part II of this Registration Statement
constitute the reoffer Prospectus, prepared in accordance with Part I of Form
S-3, in accordance with General Instruction C of Form S-8 (the
"Prospectus"). The Prospectus permits reoffers and resales of those
shares referred to above that constitute "restricted securities" or
"control securities", within the meaning of Form S-8, by certain of
the Company's stockholders, as more fully set forth therein. The second part
contains information required to be set forth in the registration statement
pursuant to Part II of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I of this
Registration Statement will be sent or given to our employees, officers and
directors, as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"). Those documents do not need to be filed
with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as Prospectuses or Prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a Prospectus that meets the requirements of Section 10(a) of the Securities Act.
The Company will provide without charge to any person, upon written or oral
request of such person, a copy of each document incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in the Prospectus as set forth in this Form S-8),
other than exhibits to such documents that are not specifically incorporated by
reference, the other documents required to be delivered to eligible employees
pursuant to Rule 428(b) under the Securities Act and additional information
about the 2007 Plan. Requests should be directed to the Company's President at
2544 Tarpley Rd., Suite 104 Carrollton, Texas 75006.
REOFFER PROSPECTUS
AMERICAN ENTERPRISE DEVELOPMENT CORPORATION
2,806,250 SHARES OF COMMON STOCK
Acquired by the Selling Stockholders Under the
2007 Stock Incentive Plan
This reoffer prospectus (this "Prospectus") relates to an aggregate of
up to 2,806,250 shares (the "Shares") of common stock, par value
$0.0003 per share (the "Common Stock"), of American Enterprise
Development Corporation, a Texas corporation (the "Company"),
consisting of 2,806,250 outstanding restricted shares, which may be offered and
sold from time to time by certain stockholders of the Company (the "Selling
Stockholders") who have acquired the Shares pursuant to the Company's 2007
Stock Incentive Plan (the "2007 Plan"). See "Selling
Stockholders".
This Prospectus covers the offering for resale of (i) shares acquired by the
Selling Stockholders prior to the filing of a Registration Statement on Form S-8
by the Company (the "Restricted Shares"); and (ii) shares acquired by
Selling Stockholders who may be deemed affiliates of the Company after the
filing of a Registration Statement on Form S-8 prior to the filing of a
Registration Statement on Form S-8 by the Company (the "Control
Shares").
Shares acquired pursuant to the 2007 Plan prior to the effective date of a
registration statement covering securities issued under the 2007 Plan are
"restricted securities" pursuant to Rule 144, whether or not held by
affiliates of the Company. This Prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow for future sales by the
Selling Stockholders, on a continuous or delayed basis, to the public without
restriction.
The Selling Stockholders may offer for their own account these Shares for resale
from time to time. The Selling Stockholders may sell the Shares covered by this
Prospectus through various means, including directly or indirectly to
purchasers, in one or more transactions on any stock market on which the Shares
are traded at the time of sale, in privately negotiated transactions, or through
a combination of these methods. Each Selling Stockholder that sells any Shares
pursuant to this Prospectus may be deemed to be an "underwriter"
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Any commissions received by a broker or dealer in
connection with resales of shares may be deemed to be underwriting commissions
or discounts under the Securities Act. For additional information on the Selling
Stockholders' possible methods of sale, you should refer to the section in this
Prospectus entitled "Plan of Distribution."
We will not receive any proceeds from the sale of the Shares being offered by
the Selling Stockholders. We will pay all of the expenses associated with this
Prospectus. Brokerage commissions and similar selling expenses, if any,
attributable to the offer or sale of the Shares will be borne by the applicable
Selling Stockholder.
Our Common Stock is quoted on the OTC Bulletin Board under the symbol "AEND.OB."
On August 27, 2007, the closing bid price of our Common Stock on such market was
$0.11 per share.
This investment involves a high degree of risk. Please see
"Risk
Factors" beginning on page 3 of this Prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is August 29, 2007.
TABLE OF CONTENTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
SUMMARY
RISK FACTORS
USE OF PROCEEDS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
        SECURITIES ACT LIABILITIES
You should only rely on the information incorporated by reference or provided
in this Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The Common Stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date on the front of this Prospectus.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the Public Reference Room of the
Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of such
material also may be obtained by mail from the Public Reference Room of the
Commission, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.
Information regarding the operation of the Public Reference Room may be obtained
by calling the Commission at 1-800-SEC-0330. Additionally, the Commission
maintains an Internet site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission and that is located at www.sec.gov.
This Prospectus constitutes part of a Registration Statement on Form S-8
filed on the date hereof (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") by the Company with the
Commission under the Securities Act. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock, reference
is hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any contract, agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract, agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement together with exhibits may be inspected at the offices of the
Commission as indicated above without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements that may be affected
by matters outside our control that could cause materially different
results.
This Prospectus contains "forward-looking statements" relating to
the Company. The Private Securities Litigation Reform Act of 1995 (the
"Act") provides a safe harbor for forward-looking statements made by
or on behalf of the Company. Certain statements made in this Prospectus may
constitute forward-looking statements (within the meaning of Section 27.A of the
Securities Act and Section 21.E of the Exchange Act) regarding the expectations
of management with respect to revenues, profitability, and adequacy of funds
from operations, among other things. All statements that address operating
performance, events or developments that management expects or anticipates will
or may occur in the future including statements related to new products, volume
growth, revenues, profitability, adequacy of funds from operations, statements
expressing general optimism about future operating results and non-historical
information, are forward-looking statements within the meaning of the Act.
Without limiting the generality of the foregoing, words such as "may",
"anticipation", "intend", "could",
"estimate", or "continue" or the negative or other
comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to many risks and uncertainties,
many of which are outside our control, that could cause actual results and
events to differ materially from the statements made herein. Some, but not all,
of these risks and uncertainties include:
*
Our limited operating history and current going concern
        report;
*
Our ability to implement adequate disclosure controls and
        procedures and internal controls over financial reporting;
*
Our need to raise capital to implement our business plan
        and establish our operations;
*
Competitive products and pricing pressures and our ability
        to gain our share of sales in the marketplace as a result of actions by
        competitors;
*
Decreased demand for our products resulting from changes
        in consumer preferences;
*
Seasonality of sales;
*
Our ability to maintain and build a brand image for
        Havoc(tm) products;
*
Changes in any federal, state or local rules and
        regulations that govern our products;
*
Our ability to maintain key executive officers;
*
Managing our growth and resources;
*
The effectiveness of our advertising, marketing and
        promotional programs;
*
Production risks or limitations on our production capacity
        and capabilities;
*
Our ability to maintain good relationships with
        independent distributors and customers of our products;
*
Our ability to accurately anticipate future demand for our
        products and maintain adequate inventory levels;
*
Changes in the costs and availability of raw materials and
        the ability to maintain favorable supply arrangements and relationships
        and procure timely and/or adequate production of all or any of our
        products;
*
Increases in fuel and freight costs;
*
Possible recalls of our products;
*
Unilateral decisions by distributors, convenience chains,
        grocery chains, specialty chain stores, club stores and other customers
        to discontinue carrying any of our products that they are carrying at
        any time;
*
Our inability to adequately protect our intellectual
        property; and
*
Volatility of stock prices may restrict sales or other
        opportunities.
The foregoing list of important factors and other risks detailed from time to
time in our reports filed with the Securities and Exchange Commission is not
exhaustive. See "Risk Factors" below for a more complete discussion of
these risks and uncertainties and for other risks and uncertainties. Those
factors and the other risk factors described herein are not necessarily all of
the important factors that could cause actual results or developments to differ
materially from those expressed in any of our forward-looking statements. Other
unknown or unpredictable factors also could harm our results. Consequently, our
actual results could be materially different from the results described or
anticipated by our forward-looking statements due to the inherent uncertainty of
estimates, forecasts and projections and may be better or worse than
anticipated. Given these uncertainties, you should not rely on forward-looking
statements. Forward-looking statements represent our estimates and assumptions
only as of the date that they were made. We expressly disclaim any duty to
provide updates to forward-looking statements, and the estimates and assumptions
associated with them, after the date of this report, in order to reflect changes
in circumstances or expectations or the occurrence of unanticipated events
except to the extent required by applicable securities laws.
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in, or incorporated by reference into, this Prospectus. Consequently, this
summary does not contain all of the information that you should consider before
investing in our Common Stock. You should carefully read the entire Prospectus,
including the "Risk Factors" section, and the documents and
information incorporated by reference into this Prospectus before making an
investment decision.
This Prospectus relates to 2,806,250 shares of our Common Stock,
consisting of 2,806,250 outstanding restricted shares that may be offered for
sale from time to time by the Selling Stockholders identified in this
Prospectus. We anticipate that the Selling Stockholders will offer the Shares
for sale at prevailing market prices on the OTC Bulletin Board on the date of
such sale. We will not receive any proceeds from these sales. We are paying the
expenses incurred in registering the Shares, but all selling and other expenses
incurred by each of the Selling Stockholders will be borne by such Selling
Stockholder.
American Enterprise Development Corporation
Our Company
We develop, market and distribute energy drinks under the Havoc(tm) brand
names and under the brand names of various sports conferences, franchises and
teams that we sponsor. We license the right to co-brand with these established
sports brands and market our products to their fan base. We also have initiated
sales and distribution into the corporate private label market, with sales to
night clubs, private corporations and casinos. These entities either sell or use
the product to promote their businesses with their own logo on the energy drink
cans.
Energy drink consumers consist largely of young, active consumers under 40
years of age. We target young, active sports fans, athletes and the youth and
college markets with our co-branding strategy because we believe these consumers
are loyal to their sports teams and willing to purchase products sponsored by
these teams.
We intend to use Havoc's brand strategy to drive our growth. As part of our
branding strategy, we have elected to focus on co-branding agreements with
groups that have established a strong fan base in order to allow us to market
the Havoc(tm) energy drink in connection with these popular brand names. Because
these sports brands already have a strong following, we expect to capture
consumers' interest at a lower marketing cost than if we directly marketed these
consumers without any sports brand affiliations. We believe that the flavor and
characteristics of the Havoc(tm) products are superior to our competitors, and
thus, we believe we can increase our market share quickly through our branding
strategy.
Corporate Information
We were incorporated in Texas on June 28, 2000 with the name "A Time to
Grow, Inc.". In January 2002, we became a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
August 2003, the shareholders voted to abandon the existing business plan,
elected to become a business development company (a "BDC") under the
Investment Company Act of 1940 (the "1940 Act") and approved changing
the name of the Company to "American Enterprise Development
Corporation". On May 16, 2006, the Company acquired Havoc Distribution,
Inc. ("Havoc"), which is now our wholly-owned subsidiary. Then in
November 2006, we withdrew our election to be regulated as a BDC. All of our
business activities are conducted now through Havoc.
Our principal executive office is located at 2544 Tarpley, Suite 104,
Carrollton, Texas 75006, telephone (972) 418-0225. Our website is
www.havocenergy.com; however, any information that may be contained on our web
site does not constitute part of this Prospectus.
RISK FACTORS
This offering involves a high degree of risk. You should carefully
consider the following risk factors and the other information in this Prospectus
before investing in our common stock.
This section of the Prospectus focuses on some of the major risks inherent in
our business and plans. It is not a discussion of every measure we would use to
address those risks, but rather, it is an identification and discussion of those
risks themselves.
An investment in the common stock offered hereby is speculative and involves
a high degree of risk. In addition to the general investment risks described
throughout this Prospectus, investors should carefully consider the risks
identified below. Although we believe these risks are the most significant ones
as of the date of this Prospectus, investors should nevertheless realize that
factors other than those set forth below may ultimately affect an investment in
our common stock in a manner and to a degree that cannot be foreseen at this
time. We do not make any representation that the following risks represent all
of the risks associated with an investment in the common stock offered hereby.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results. If any of the following
risks actually occur, our business, financial condition and/or operating results
could be materially adversely affected.
Limited Operating History
Our business, as currently conducted, has very limited operating history and
faces challenges typical of new businesses in highly competitive markets with
many other providers of the same or essentially the same products and services.
Our prospects must be considered in light of the risks, expenses, and
difficulties frequently encountered by a small business in a highly competitive
industry. We had working capital deficits of $(223,538), and $(4,254,522) as of
December 31, 2006 and June 30, 2007, respectively. In addition, revenues for the
year ended December 31, 2006 were only $18,670 and only $177,981 for the six
months ended June 30, 2007. Like any relatively new business enterprise
operating in a specialized and intensely competitive market, we are subject to
many business risks, which include, but are not limited to, unforeseen marketing
and promotional expenses, unforeseen negative publicity, competition, product
liability and lack of operating experience. Many of the risks may be
unforeseeable or beyond our control. There can be no assurance that we will
successfully implement our business plan in a timely or effective manner.
Going Concern Report
As a result of our current financial condition, our independent auditors have
issued a going concern report on our financial statements for the fiscal year
ended December 31, 2006. Our ability to continue in the normal course of
business is dependent upon successfully raising capital and the success of
future operations. These uncertainties raise substantial doubt about our ability
to continue as a going concern. Further, there can be no assurance that we will
not incur net losses in the future, or that our management will be able to
market and sell enough products to generate sufficient revenues and continue as
a going concern.
Disclosure Controls and Procedures and Internal Control over Financial
Reporting
We are required to maintain effective disclosure controls and procedures and
internal control over financial reporting. At this time, we have very limited
resources and are not able to take the steps necessary to ensure proper
disclosure controls and procedures and put into place proper internal controls
over financial reporting. Thus, our business, results of operations or financial
condition and the value of our stock could be materially harmed.
Need to Raise Additional Capital
To execute our business plan during the next 12 months, we will need to raise
additional capital to produce inventories to meet our expected demand, to pay
existing short-term liabilities, including our licensing fees, and to service
the existing long-term debt. The success of our business depends on our ability
to raise additional capital through the sale of debt or equity or through
borrowing, and we may not be able to raise capital or borrow funds in amounts
necessary to continue our business, or at all.
Establishment of Our Operations
Our likelihood of success in establishing Havoc's energy drink business must
be considered in light of the problems, experiences, difficulties, complications
and delays frequently encountered in connection with the operation and
development of new businesses. We currently have only one product, which has
achieved only limited sales. We also must surmount a number of hurdles before we
can expand our operations. The most significant of these are obtaining
financing, establishing a market for our products, and implementing our
advertising and marketing campaigns. We also must continue to develop and
implement systems, standards and procedures for every aspect of our operation.
There can be no assurance that we will be able to complete all of these items in
a timely manner, or at all.
Competitive Industry
The beverage industry is highly competitive. The principal areas of
competition are pricing, packaging, development of new products and flavors, and
marketing campaigns. Important factors affecting our ability to compete
successfully for consumer acceptance include taste and flavor of products, trade
and consumer promotions, rapid and effective development of new, unique cutting
edge products, attractive and different packaging, branded product advertising
and pricing. We also compete for distributors who will market our products over
our competitors' products, provide stable and reliable distribution and provide
adequate shelf space in retail outlets.
In addition, we compete for maximum marketing efforts by multi-brand licensed
brokers and distributors, many of which have a principal affiliation with one or
more of our competitors. Our products generally compete with all liquid
refreshments and with products of much larger and substantially better financed
competitors, including the products of numerous nationally and internationally
known producers such as The Coca Cola Company, PepsiCo, Inc., Cadbury Schweppes
plc, Red Bull Gmbh, Kraft Foods, Inc., Nestle Beverage Company, Tree Top and
Ocean Spray, most of which have substantially greater marketing and distribution
resources than we do. We also compete with companies that are smaller or
primarily local in operation and with private label brands carried by grocery
store chains, convenience store chains, and club stores.
Specifically, Havoc competes directly with Red Bull, Rockstar, Full Throttle,
No Fear, Amp, Adrenaline Rush, 180, Extreme Energy Shot, Red Devil, Rip It, Nos,
Boo Koo and many other brands. A number of companies who market and distribute
iced teas and juice cocktails have added supplements to their products with a
view to marketing their products as "functional" or "energy"
beverages or as having functional benefits. In addition, certain large companies
such as The Coca-Cola Company and PepsiCo Inc. market and/or distribute products
in that market segment such as Mountain Dew, Mountain Dew MDX, and Vault.
We compete in all of our markets with other major suppliers of these
products. Competitive pressures and other factors, such as new product
introductions by a competitor, may result in price or market share erosion that
could have a material adverse effect on our business, results of operations and
financial condition. Also, there can be no assurance that our products and
services will achieve broad market acceptance or will successfully compete with
other products targeting the same customers.
Consumer Preferences
At this time, we are not distributing any diet beverages. There is, however,
an increasing awareness and concern for health consequences of obesity. This
awareness may reduce demand for our non-diet beverages, such as our current
product, Havoc(tm), which could affect our profitability.
In addition, our current market distribution and penetration may be limited,
as it is dependent upon whether the Havoc(tm) brand achieves consumer
acceptance, and there can be no assurance that this acceptance will ultimately
be achieved. Based on industry information, we believe that, in general,
alternative beverage brands and products may be successfully marketed for five
to nine years after introduction in a geographic distribution area before
consumers' taste preferences change, although some brands or products have
longer lives. In light of the limited life for alternative beverage brands and
products, a failure to introduce new brands, products or product extensions into
the marketplace as current ones mature could prevent us from achieving long-term
profitability. Additionally, Havoc(tm) is considered a premium product and to
maintain market share during recessionary periods, we may have to reduce profit
margins, which would adversely affect our results of operations. We may be
unable to achieve volume growth through product and packaging initiatives. We
also may be unable to penetrate new markets. If our revenues decline, our
business, financial condition and results of operations will be adversely
affected.
Seasonality
Sales in the beverage industry typically are seasonal. As a result, our
working capital requirements and cash flow may vary substantially throughout the
year. Consumer demand for our products also may be affected by weather
conditions. Cool, wet spring or summer weather could result in decreased sales
of our beverages and could have an adverse effect on our results of operations.
Brand Image and Products Liability Claims
Our success depends on our ability to maintain and build brand image for
Havoc(tm), new products and brand extensions. We have no assurance that our
advertising, marketing and promotional programs will have the desired impact on
our products' brand image and on consumer preferences. Product quality issues,
real or imagined, or allegations of product contamination, even if fake or
unfounded, could tarnish the image of the affected brands and may cause
consumers to choose other products. We may be required from time to time to
recall products entirely or from our packers, markets or batches. Product
recalls could adversely affect our profitability and our brand image. We do not
maintain recall insurance.
While we have to date not experienced any credible product liability
litigation, there is no assurance that we will not experience such litigation in
the future. Although we have product liability insurance in amounts we believe
are adequate, we cannot assure the coverage will be sufficient to cover any and
all product liability claims. To the extent our product liability coverage is
insufficient, a product liability claim would likely have a material adverse
affect upon our financial condition. In addition, any product liability claim
successfully brought against us may materially damage the reputation of our
products, thus adversely affecting our ability to continue to market and sell
that or other products.
Regulations
The production, marketing, distribution and sale of Havoc(tm) products,
including contents, labels and containers, are subject to the rules and
regulations of various federal, provincial, state and local health agencies,
including but not limited to the Federal Food, Drug and Cosmetic Act, the
Dietary Supplement Health and Education Act of 1994, and the Occupational Safety
and Health Act. If a regulatory authority finds that a current or future product
or production run is not in compliance with any of these regulations, we may be
fined, or production may be stopped, thus adversely affecting our financial
conditions and operations. Similarly, any adverse publicity associated with any
non-compliance may damage our reputation and our ability to successfully market
our products. Furthermore, the rules and regulations are subject to change from
time to time and while we monitor developments in this area, we have no way of
anticipating whether changes in these rules and regulations will impact our
business adversely. Additional or revised regulatory requirements, whether
labeling, environmental, or otherwise, could have a material adverse effect on
our financial condition and results of operation.
We cannot predict the impact future changes in accounting standards or
practices may have on our financial results. New accounting standards could be
issued that could change the way we record revenues, expenses, assets and
liabilities. These changes in accounting standards could adversely affect our
reported earnings. Increases in direct and indirect income tax rates could
affect after tax income. Equally, increases in indirect taxes (including
environmental taxes pertaining to the disposal of beverage containers) could
affect our products' affordability and reduce our sales.
Managing Growth and Resources
To manage operations effectively and to become profitable, we must continue
to improve our operational, financial and other management processes and
systems. Our success also depends largely on our ability to achieve high levels
of employee utilization, manage our production costs and general and
administrative expenses, and otherwise execute our business plan. In addition,
in order to grow and execute our business plan and opportunities, we need to
have available to us adequate resources, including capital and personnel, which
may not be available when needed. We also need to maintain adequate operational
controls and focus as we add new brands, products, distribution channels, and
business strategies. We may not be able to effectively and efficiently manage
our growth. Any inability to do so could increase our expenses and could have an
impact on our profit margin.
Licensing Strategy
We are party to several licensing agreements. Although we believe our
licensing strategy will increase our national visibility among consumers, there
are risks associated with implementing this licensing strategy. There is no
assurance that the licensing partner will provide the same focus on distribution
and management of the brand as is done with our own products. In addition, many
of our agreements require substantial payments, which may be difficult for us to
meet, and as a result, these agreements may be terminated early by the licensors
if we are not able to perform.
Production Risks
We do not directly manufacture our Havoc(tm) products, but instead outsource
such manufacturing to bottlers and other contract packers. We are solely
dependent on the production capacity and capabilities of Krier Foods Inc. and
Ball Corporation to meet the demand for Havoc(tm) products. In addition, there
are limited packing facilities in the United States with adequate capacity
and/or suitable equipment for our Havoc(tm) products. A disruption or delay in
producing Havoc(tm) products could significantly affect our revenues from such
products as alternative packaging facilities in the United States with adequate
capacity may not be available for our Havoc(tm) products either at commercially
reasonable rates and/or within a reasonably short time period, if at all.
Consequently, in the event of a shortfall in agreed upon capacity or
significantly increased demand, we may be unable to meet customer requirements
resulting in decreased sales for our products, which could have an adverse
effect on our results of operations.
Independent Distributors
Our ability to establish a market for our unique brands and products in new
geographic distribution areas, as well as maintain and expand our existing
markets, is dependent on our ability to establish and maintain successful
relationships with reliable independent distributors strategically positioned to
serve those areas. Most of our distributors sell and distribute competing
products, and our products may represent a small portion of their business. To
the extent our distributors are distracted from selling our products or do not
employ sufficient efforts in managing and selling our products, including
re-stocking the retail shelves with our products, our sales and profitability
will be adversely affected. Our ability to maintain our distribution network and
attract additional distributors will depend on a number of factors, many of
which are outside our control. Some of these factors include:
*
the level of demand for our brands and products in a
        particular distribution area;
*
our ability to price our products at levels competitive
        with those offered by competing products; and
*
our ability to deliver products in the quantity and at the
        time ordered by distributors.
We may not be able to meet all or any of these factors in our current or
prospective geographic areas of distribution. Our inability to achieve any of
these factors in a geographic distribution area will have a material adverse
effect on our relationships with our distributors in that particular geographic
area, thus limiting our ability to expand our market, which likely will
adversely affect our revenues and financial results.
Existing Customer Relationships
Unilateral decisions could be taken by our distributors, and/or convenience
chains, grocery chains, specialty chain stores, club stores and other customers
to discontinue carrying all or any of our products that they are carrying at any
time, which could cause our business to suffer and harm our financial condition.
Inventory Levels and Product Delivery
If we do not accurately anticipate the future demand for a particular product
or the time it will take to obtain new inventory, our inventory levels will not
be appropriate and our results of operations may be negatively impacted. If we
fail to meet our shipping schedules, we could damage our relationships with
distributors and/or retailers, increase our shipping costs or cause sales
opportunities to be delayed or lost. In order to be able to deliver our products
on a timely basis, we need to maintain adequate inventory levels of the desired
products. If the inventory of our products held by distributors and/or retailers
is too high, they will not place orders for additional products, which would
unfavorably impact our future sales and adversely affect our operating results.
Raw Materials
The principal raw materials used by us comprise aluminum cans, packaging
material, as well as juices, high fructose corn syrup, the costs of which are
subject to fluctuations. The price of aluminum cans increased in 2006 and again
in 2007. The prices of high fructose corn syrup and certain juice concentrates
increased in 2006 and certain of these ingredients continued to increase in
early 2007. These increased costs, together with increased costs primarily of
energy and gas and freight are expected to result in increases in certain
product costs and are expected to exert pressure on our gross margins in 2007.
We are uncertain whether the prices of any of the above or any other raw
materials or ingredients will continue to rise in the future and whether we will
be able to pass any of such increases on to our customers.
We may not correctly estimate demand for our products. Our ability to
estimate demand for our products is imprecise, particularly with new products,
and may be less precise during periods of rapid growth, particularly in new
markets. If we materially underestimate demand for our products or are unable to
secure sufficient ingredients or raw materials, we might not be able to satisfy
demand on a short-term basis. Moreover, industry-wide shortages of certain juice
concentrates, supplements and sweeteners could, from time to time in the future,
be experienced, which could interfere with and/or delay production of certain of
our products and could have a material adverse effect on our business and
financial results. We do not use hedging agreements or alternative instruments
to manage this risk.
Packing Supplies
The majority of our packaging supplies contracts allow our suppliers to alter
the costs they charge us for packaging supplies based on changes in the costs of
the underlying commodities that are used to produce those packaging supplies,
such as aluminum for cans, pulp for cartons and/or trays. These changes in the
prices we pay for our packaging supplies occur at certain predetermined times
that vary by product and supplier. Accordingly, we bear the risk of increases in
the costs of these packaging supplies, including the underlying costs of the
commodities that comprise these packaging supplies. We do not use derivative
instruments to manage this risk. If the costs of these packaging supplies
increase, we may be unable to pass these costs along to our customers through
corresponding adjustments to the prices we charge, which could have a material
adverse effect on our results of operations.
Fuel and Freight Costs
The recent
volatility in the global oil markets has resulted in rising fuel and freight
prices, which many shipping companies are passing on to their customers.
Although we will work with shipping companies to mitigate these price increases,
we expect these costs may continue to increase. Due to the price sensitivity of
our products, we do not anticipate that we will be able to pass all of these
increased costs on to our customers.
Intellectual Property
Failure to protect our intellectual property could harm our brand and our
reputation, and adversely affect our ability to compete effectively. Further,
enforcing or defending our intellectual property rights, including any
trademarks, patents, copyrights and trade secrets, could result in the
expenditure of significant financial and managerial resources. We regard our
intellectual property, particularly our trademarks and trade secrets, to be of
considerable value and importance to our business and our success. We rely on a
combination of trademark and trade secrecy laws, confidentiality procedures and
contractual provisions to protect our intellectual property rights. There can be
no assurance that the steps taken by us to protect these proprietary rights will
be adequate or that third parties will not infringe or misappropriate our
trademarks, trade secrets or similar proprietary rights. In addition, there can
be no assurance that other parties will not assert infringement claims against
us, and we may have to pursue litigation against other parties to assert our
rights. Any such claim or litigation could be costly. In addition, any event
that would jeopardize our proprietary rights or any claim of infringement by
third parties could have a material adverse effect on our ability to market or
sell our brands, profitably exploit our unique products or recoup our associated
research and development costs.
Key Personnel
We have two executive officers, Mr. Williams and Mr. Davis, each of whom is
responsible for executing our business strategy. The death, injury or other
incapacity of either officer could adversely affect our ability to implement our
business strategy.
Volatility of Stock Market
Our common stock has very limited trading. As a result, the stock price tends
to be highly volatile. Factors such as variations in our revenues, earnings, if
any, and cash flow, as well as announcements of innovations or acquisitions by
us or our competitors, could cause the market price of the common stock to
fluctuate substantially. In addition, the market of our common stock could
change in ways that may or may not be related to our business, our industry or
our operating performance and financial condition. In addition, the trading
volume in our common stock may fluctuate and cause significant price variations
to occur. Some of the factors that could negatively affect our share price or
result in fluctuations in the price or trading volume of our common stock
include:
*
Actual or anticipated quarterly variations in our
        operating results;
*
Changes in expectations as to our future financial
        performance or changes in financial estimates, if any;
*
Announcements relating to our business or the business of
        our competitors;
*
The success of our operating strategy; and
*
The operating and stock performance of other comparable
        companies.
Many of these factors are beyond our control, and we cannot predict their
potential effects on the price of our common stock. If the market price of our
common stock declines significantly, you may be unable to resell your shares of
common stock at or above the price you acquired those shares. We cannot assure
you that the market price of our common stock will not fluctuate or decline
significantly.
The Penny Stock Rules
Our securities are currently considered a penny stock. As a penny stock, our
common stock is subject to additional disclosure requirements for penny stocks
mandated by the Penny Stock Reform Act of 1990. The SEC regulations generally
define a penny stock to be an equity security that is not traded on The NASDAQ
Stock Market or another recognized stock exchange and has a market price of less
than $5.00 per share. Our common stock will not be considered a "penny
stock" if our net tangible assets (i.e., total assets less intangible
assets and liabilities) exceed $2,000,000 or our average revenue is at least
$6,000,000 for the previous three years. Depending upon our stock price, we may
be included within the SEC Rule 3(a)(51) definition of a penny stock and have
our common stock considered to be a "penny stock," with trading of our
common stock covered by Rule 15g-9 promulgated under the Securities Exchange Act
of 1934. Under this rule, broker-dealers who recommend such securities to
persons other than established customers and accredited investors must make a
special written disclosure to, and suitability determination for, the purchaser
and receive the purchaser's written agreement to a transaction prior to sale.
The regulations on penny stocks limit the ability of broker-dealers to sell our
common stock and thus may also limit the ability of purchasers of our common
stock to sell their securities in the secondary market.
NASD Sales Practice Requirements
The National Association of Securities Dealers, Inc. ("NASD") has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives, and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which has the effect of
reducing the level of trading activity and liquidity of our common stock. As a
result, fewer broker-dealers are willing to make a market in our common stock,
reducing a shareholder's ability to resell shares of our common stock. Further,
many brokers charge higher transactional fees for penny stock transactions.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Shares by the
Selling Stockholders. The Selling Stockholders will pay any underwriting
discounts, commissions and expenses for brokerage, or any other expenses they
incur in disposing of the Shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the Shares covered by this
Prospectus.
SELLING STOCKHOLDERS
This Prospectus relates to Shares that are being registered for reoffers and
resales by Selling Stockholders who have acquired Shares pursuant to the 2007
Plan. Beneficial ownership is determined in accordance with the rules of the
Commission, is based upon 53,152,437 shares outstanding as of July 31, 2007, and
generally includes voting or investment power with respect to securities.
Options to purchase shares of Common Stock that are currently exercisable or
exercisable within 60 days of August 24, 2007 are deemed to be outstanding and to
be beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person. Information regarding the Selling Stockholders, including the number of
Shares offered for sale, will be set forth in a Prospectus supplement to the
extent required. All of the 2,806,250 shares listed below covered by this
Prospectus are restricted shares that have been acquired by the Selling
Stockholders pursuant to the 2007 Plan, and are being registered for reoffers
and resales by the Selling Stockholders named in the table below. The Selling
Stockholders may resell all, a portion, or none of the Shares from time to
time.
The address of each stockholder listed below is care of American Enterprise
Development Corporation, 2544 Tarpley Rd., Suite 104, Carrollton, Texas 75006.
The following table sets forth the name and relationship to the Company of each
Selling Stockholder and: (1) the number of shares of Common Stock that each
Selling Stockholder beneficially owned as of August 24, 2007 (which includes
options exercisable within 60 days of August 24, 2007); (2) the number of shares
of Common Stock that each Selling Stockholder may offer pursuant to this
Prospectus; and (3) (if one percent or more) the percentage of the class to be
beneficially owned by such stockholder assuming the sale of all shares offered
pursuant to this Prospectus.
Selling Stockholder
Position
Shares Beneficially Owned
Shares Covered Under this
        Prospectus
Percent Beneficially Owned
        After the Resale
Marco Arce
50,000
50,000
-
Jon Andersen
75,000
75,000
-
William Carmichael
Director
448,333
50,000
0.75%
Dan Davis
50,000
50,000
-
Jonathon Gilchrist
300,000
300,000
-
Global Solutions
25,000
25,000
-
Aylin Gormus
30,000
30,000
-
Bob Hamlin
Director
50,000
50,000
-
William Martin Jr.
Director
1,325,000
125,000
2.26%
Randall Newton
30,000
30,000
-
Andre Nicholson
50,000
50,000
-
Cindy Ormiston
400,000
400,000
-
Darrell Usselton
600,000
600,000
-
Billy Pyron
50,000
50,000
-
William Davis
Director
9,330,000
330,000
16.93%
Luther Reynolds
70,000
70,000
-
Prudence Saenz
230,000
230,000
-
Robert Sarlay
10,000
10,000
-
Paul Schaeffer
Former Director
50,000
50,000
-
John Shearer
100,000
100,000
-
Simeon Wahlberg
100,000
100,000
-
Carey K. Williams
12,400,000
400,000
22.58%
Jessie Williams
100,000
100,000
-
Robert Wilson
Director
60,000
50,000
-
Greg Noble
31,250
31,250
-
Expedite Capital
50,000
50,000
-
TOTALS
25,414,583
2,806,250
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus are being registered by us for the
account of the Selling Stockholders.
The Shares offered by this Prospectus may be sold from time to time directly
by or on behalf of the Selling Stockholders in one or more transactions on the
OTC Bulletin Board or on any stock exchange on which the Common Stock may be
listed at the time of sale, in privately negotiated transactions, or through a
combination of these methods. The Selling Stockholders may sell Shares through
one or more agents, brokers or dealers or directly to purchasers. These brokers
or dealers may receive compensation in the form of commissions, discounts or
concessions from the Selling Stockholders and/or purchasers of the Shares, or
both. Compensation as to a particular broker or dealer may be in excess of
customary commissions. The Selling Stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale or
non-sale related transfer. If a Selling Stockholder is an employee, officer or
director of the Company, he or she will be subject to our policies concerning
trading and other transactions in the Company's securities. Each Selling
Stockholder of the Shares and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their Shares
on any stock exchange, market or trading facility on which the shares are traded
or in private transactions. These sales may be at fixed or negotiated prices. A
Selling Stockholder may use any one or more of the following methods when
selling the Shares:
*
ordinary brokerage transactions and transactions in which
        the broker-dealer solicits purchasers;
*
block trades in which the broker-dealer will attempt to
        sell the shares as agent but may position and resell a portion of the
        block as principal to facilitate the transaction;
*
purchases by a broker-dealer as principal and resale by
        the broker-dealer for its account;
*
an exchange distribution in accordance with the rules of
        the applicable exchange;
*
privately negotiated transactions;
*
settlement of short sales entered into after the date of
        this Prospectus;
*
broker-dealers may agree with the Selling Stockholders to
        sell a specified number of such shares at a stipulated price per share;
*
a combination of any such methods of sale;
*
through the writing or settlement of options or other
        hedging transactions, whether through an options exchange or otherwise;
        or
*
any other method permitted pursuant to applicable
        law.
The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this Prospectus. There is no
assurance that the Selling Stockholders will sell all or a portion of the stock
being offered hereby.
In connection with the sale of Shares, the Selling Stockholders may enter
into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the Shares in the course of hedging
the positions they assume. The Selling Stockholders may also sell the Shares
short and deliver these Shares to close out short positions, or loan or pledge
the Shares to broker-dealers or other financial institutions that in turn may
sell these Shares. The Selling Stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions that require
the delivery to the broker-dealer or other financial institution of the Shares,
which the broker-dealer or other financial institution may resell pursuant to
this Prospectus, or enter into transactions in which a broker-dealer makes
purchases as a principal for resale for its own account or through other types
of transactions.
In connection with the sales, a Selling Stockholder and any participating
broker or dealer may be deemed to be "underwriters" within the meaning
of the Securities Act, and any commissions they receive and the proceeds of any
sale of Shares may be deemed to be underwriting discounts or commissions under
the Securities Act. A Selling Stockholder who is deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities
Act will be subject to the Prospectus delivery requirements of the Securities
Act. The Selling Stockholders and any other person participating in such
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Regulation
M. Regulation M may limit the timing of purchases and sales of shares of our
common stock by the Selling Stockholders and any other person. Furthermore,
Regulation M may restrict, for a period of up to five business days prior to the
commencement of the distribution, the ability of any person engaged in a
distribution of shares of our common stock to engage in market-making activities
with respect to these shares. All of the foregoing may affect the marketability
of shares of our common stock and the ability of any person or entity to engage
in market-making activities with respect to shares of our common stock.
To the extent required, the Shares to be sold, the names of the persons
selling the Shares, the respective purchase prices and public offering prices,
the names of any agent, dealer or underwriter and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying Prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this Prospectus is a
part.
We are bearing all of the fees and expenses relating to the registration of
the Shares. Any underwriting discounts, commissions or other fees payable to
broker-dealers or agents in connection with any sale of the Shares will be borne
by the Selling Stockholders. In order to comply with certain states' securities
laws, if applicable, the Shares may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Shares may not
be sold unless the Shares have been registered or qualified for sale in such
state, or unless an exemption from registration or qualification is available
and is obtained and complied with. Sales of the Shares must also be made by the
Selling Stockholders in compliance with all other applicable state securities
laws and regulations.
The Selling Stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the Shares against certain
liabilities in connection with the offering of the Shares arising under the
Securities Act.
We have notified the Selling Stockholders of the need to deliver a copy of
this Prospectus in connection with any sale of the Shares.
EXPERTS
Our consolidated financial statements for the year ended December 31, 2006
and the period from January 9, 2006, inception, to December 31, 2006, which we
incorporate by reference herein, have been audited by James B. McElravy, CPA,
P.C., which has changed its name to McElravy, Kinchen & Associates, P.C. , an independent certified public accountant, as set forth in their report
thereon. Such report is given on the authority of that firm as experts in
accounting and auditing and in reliance upon its report.
LEGAL MATTERS
The validity of the Shares being offered hereby has been passed upon for the
Company by Patton Boggs LLP.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We disclose important information to you by referring you to documents that
we have previously filed with the Commission or documents we will file with the
Commission in the future. We hereby incorporate by reference the following
documents into this Prospectus:
*
our Annual Report on Form 10-KSB for the fiscal year ended
        December 31, 2006, filed with the Commission on April 13, 2007;
*
our Quarterly Reports on Form 10-QSB for the quarter ended
        March 31, 2007 (filed May 18, 2007 and amended thereto on Form 10-QSB/A
        filed May 22, 2007);
*
our Quarterly Reports on Form 10-QSB for the quarter ended
        June 30, 2007 (filed August 20, 2007);
*
our Current Reports on Form 8-K/A filed August 8, 2007 and
        August 7, 2007 and our Current Reports on Form 8-K filed July 9, 2007,
        April 16, 2007 (except for Item 7.01 and exhibits 99.1 and 99.2), April
        5, 2007 (except for Item 7.01 and Exhibits 99.1) February 16, 2007,
        February 7, 2007 and January 21, 2007 pursuant to Section 13 of the
        Securities Exchange Act of 1934, as amended; and
*
the description of our common stock set forth in our
        prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933
        (as amended), filed with the Commission August 14, 2007, and all
        amendments and reports filed by us to update that description.
Additionally, all documents filed by us with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Prospectus and before the termination or completion of this
offering shall be deemed to be incorporated by reference into this Prospectus
from the respective dates of filing of such documents. Any information that we
subsequently file with the Commission that is incorporated by reference as
described above will automatically update and supersede any previous information
that is part of this Prospectus.
Upon written or oral request, we will provide you without charge, a copy of
any or all of the documents incorporated by reference, other than exhibits to
those documents unless the exhibits are specifically incorporated by reference
in the documents. Please send requests to American Enterprise Development
Corporation, 2544 Tarpley Rd., Suite 104, Carrollton, Texas 75006 or call (972)
418-0225.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our directors and officers are indemnified by our bylaws and articles of
incorporation against amounts actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they are
a party by reason of being or having been directors or officers of American
Enterprise Development Corporation, except in cases wherein the director or
officer is adjudged of willful misfeasance or malfeasance in the performance of
their duties. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to such directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by American Enterprise Development Corporation of expenses
incurred or paid by such director, officer or controlling person in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
STOCKHOLDER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE AS OF WHICH SUCH INFORMATION IS GIVEN. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
SUMMARY
RISK FACTORS
USE OF PROCEEDS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
        SECURITIES ACT LIABILITIES
AMERICAN ENTERPRISE DEVELOPMENT CORPORAITON HAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WASHINGTON, D.C., A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO THE SHARES OFFERED HEREBY. THIS PROSPECTUS OMITS
CERTAIN INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. THE INFORMATION
OMITTED MAY BE OBTAINED FROM THE SECURITIES AND EXCHANGE COMMISSION UPON PAYMENT
OF THE REGULAR CHARGE THEREFORE.
2,806,250 SHARES
AMERICAN ENTERPRISE DEVELOPMENT CORPORATION
COMMON STOCK
REOFFER PROSPECTUS
August 29, 2007
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
We disclose important information to you by referring you to documents that
we have previously filed with the Commission or documents we will file with the
Commission in the future. We hereby incorporate by reference the following
documents into this Prospectus:
*
our Annual Report on Form 10-KSB for the fiscal year ended
        December 31, 2006, filed with the Commission on April 13, 2007;
*
our Quarterly Reports on Form 10-QSB for the quarter ended
        March 31, 2007 (filed May 18, 2007 and amended thereto on Form 10-QSB/A
        filed May 22, 2007);
*
our Quarterly Reports on Form 10-QSB for the quarter ended
        June 30, 2007 (filed August 20, 2007);
*
our Current Reports on Form 8-K/A filed August 8, 2007 and
        August 7, 2007 and our Current Reports on Form 8-K filed July 9, 2007,
        April 16, 2007 (except for Item 7.01 and exhibits 99.1 and 99.2), April
        5, 2007 (except for Item 7.01 and Exhibits 99.1) February 16, 2007,
        February 7, 2007 and January 21, 2007 pursuant to Section 13 of the
        Securities Exchange Act of 1934, as amended; and
*
the description of our common stock set forth in our
        prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933
        (as amended), filed with the Commission August 14, 2007, and all
        amendments and reports filed by us to update that description.
Additionally, all documents filed by us with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Prospectus and before the termination or completion of this
offering shall be deemed to be incorporated by reference into this Prospectus
from the respective dates of filing of such documents. Any information that we
subsequently file with the Commission that is incorporated by reference as
described above will automatically update and supersede any previous information
that is part of this Prospectus.
Upon written or oral request, we will provide you without charge, a copy of
any or all of the documents incorporated by reference, other than exhibits to
those documents unless the exhibits are specifically incorporated by reference
in the documents. Please send requests to American Enterprise Development
Corporation, 2544 Tarpley Rd., Suite 104, Carrollton, Texas 75006 or call (972)
418-0225.
ITEM 4. DESCRIPTION OF SECURITIES
We incorporate by reference herein the description of our securities set
forth in our Prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933 (as amended), filed on August 14, 2007, File No. 333-145444.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Our consolidated financial statements for the year ended December 31, 2006
and the period from January 9, 2006, inception, to December 31, 2006, which we
incorporate by reference herein, have been audited by James B. McElravy, CPA,
P.C., which has changed its name to McElravy, Kinchen & Associates, P.C., an independent certified public accountant, as set forth in their report
thereon. Such report is given on the authority of that firm as experts in
accounting and auditing and in reliance upon its report. The validity of the
common stock covered by this Registration Statement has been passed upon for the
Company by Patton Boggs LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Bylaws provide that the Company must indemnify its directors, officers
and employees to the full extent allowed by law against all expenses and
liabilities, including counsel fees, reasonably incurred or imposed upon him in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or criminal, to which he may be made party, or in
which he may become involved, by reason of his being or having been a director,
officer, employee or agent of the Company or any settlement thereof, whether or
not he is a director, officer or agent at the time such expenses are incurred,
except in such cases wherein the director, officer or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Company's board of directors approves such settlement and
reimbursement as being for the Company's best interest.
Our Bylaws also provide that the Company must provide any person who is or
was a director, officer, employee, or agent of the Company or is or was serving
at the Company's request as a director, officer, employee or agent of the
company, partnership, joint venture, trust or enterprise, the indemnity against
expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law. Additionally, pursuant to the Bylaws, the
Company's board of directors may, in its sole discretion, direct the purchase of
liability insurance by way of implementing the indemnification provisions set
forth in the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration
Statement:
Exhibit
Number
Exhibit
4.2
2007 Stock Incentive Plan (Incorporated by reference from
      the Company's Current Report on Form 8-K dated December 28, 2006, File No.
      811-21607)
5.1
Opinion and Consent of Patton Boggs LLP
23.1
Consent of McElravy, Kinchen & Associates, PC
23.2
Consent of Patton Boggs LLP (included in Exhibit 5.1)
24.1
Power of Attorney (included on signature page hereto)
TEM 9. UNDERTAKINGS
The registrant hereby undertakes:
(a)(1)
To file, during any period in which offers or
      sales are being made, a post-effective amendment to this Registration
      Statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the
      Securities Act;
(ii)
Reflect in the prospectus any facts or events arising after
      the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information in the Registration
      Statement. Notwithstanding the foregoing, any increase or decrease in
      volume of securities offered (if the total dollar value of securities
      offered would not exceed that which was registered) and any deviation from
      the low or high end of the estimated maximum offering range may be
      reflected in the form of prospectus filed with the Commission pursuant to
      Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no more than a 20% change in the maximum aggregate offering
      price set forth in the "Calculation of Registration Fee" table
      in the effective registration statement.
(iii)
Include any material information with respect to the plan of
      distribution not previously disclosed in the Registration Statement or any
      material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference to the Registration Statement.
(2)       That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b)      The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)      Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to the directors, officers and
controlling persons of the registrant pursuant to the foregoing provision, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that its meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Carrollton, State of Texas, on this 29th day of August 2007.
AMERICAN ENTERPRISE DEVELOPMENT CORPORATION
By:
/s/ C.K.
        Williams
Carey Kent Williams, President, Chief Executive Officer
        and Director
Each person whose signature appears below appoints Carey Kent Williams,
individually, as true and lawful attorneys-in-fact and agents, with full power
of substitution to sign any amendments (including post-effective amendments) to
this Registration Statement and to each registration statement amended hereby,
and to file the same, with all exhibits and other related documents, with the
Commission, with full power and authority to perform any necessary or
appropriate act in connection with the amendment(s).
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
By:
/s/ Carey Kent Williams
August 29, 2007
Carey Kent Williams
President, Chief Executive Officer and Director
By:
/s/ Williams Samuel Davis
August 29, 2007
William Samuel Davis
Director
By:
/s/ William Carmichael
August 29, 2007
William Carmichael
Director
By:
/s/ Robert Hamlin
August 29, 2007
Robert Hamlin
Director
By:
/s/ Miles Lim
August 29, 2007
Miles Lim
Director
By:
/s/ William G. Martin, Jr.
August 29, 2007
William G. Martin, Jr
Director
By:
/s/ Robert Wilson
August 24, 2007
Robert Wilson
Director
EXHIBIT INDEX
Exhibit
Number
Exhibit
4.2
2007 Stock Incentive Plan (Incorporated by reference from
      the Company's Current Report on Form 8-K dated December 28, 2006, File No.
      811-21607)
5.1
Opinion and Consent of Patton Boggs LLP
23.1
Consent of McElravy, Kinchen & Associates, PC
23.2
Consent of Patton Boggs LLP (included in Exhibit 5.1)
24.1
Power of Attorney (included on signature page hereto)