Attached files
| file | filename |
|---|---|
| EX-31.1 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS | v208489_ex31-1.htm |
| EX-32.2 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS | v208489_ex32-2.htm |
| EX-31.2 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS | v208489_ex31-2.htm |
| EX-32.1 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS | v208489_ex32-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
|
x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF
1934: For the quarterly period ended: September 30,
2010
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|
¨
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TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE EXCHANGE ACT: For the
transition period from
to
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INTERNATIONAL DEVELOPMENT
AND ENVIRONMENTAL HOLDINGS
(Name of
small business issuer in its charter)
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NEVADA
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32-0237237
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|
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(State
or other jurisdiction
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(I.R.S.
employer
|
|
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of
incorporation or organization)
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identification
number)
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1173 A 2nd Avenue, Suite 327 New York
City, NY 10065
(Address
of principal executive offices and zip code)
917-273-1717
Issuer's
telephone number:
SEC
File Number: 333-153899
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
x
Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
|
Large
accelerated filer ¨
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Accelerated
filer
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¨
|
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Non-accelerated
filer ¨
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Smaller
reporting company
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x
|
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). ¨
Yes x No
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 437,570,000 shares of common stock, on an
as-converted basis, outstanding as of January 10, 2011.
INDEX
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Page
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||
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PART
I FINANCIAL INFORMATION
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||
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Item
1.
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Financial
Statements
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3
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Item
2.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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10
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|
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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11
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Item
4.
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Controls
and Procedures
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11
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PART
II OTHER INFORMATION
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||
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Item
1.
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Legal
Proceedings
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12
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Item
1A.
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Risk
Factors
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12
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Item
2.
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Changes
in Securities
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12
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Item
3.
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Defaults
Upon Senior Securities
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12
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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12
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Item
5.
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Other
Information
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12
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Item
6.
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Exhibits
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12
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2
PART
I-FINANCIAL INFORMATION
INTERNATIONAL DEVELOPMENT
AND ENVIRONMENTAL HOLDINGS
CONDENSED CONSOLIDATED
BALANCE SHEETS
|
September 30, 2010
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December 31, 2009
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|||||||
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Unaudited
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||||||||
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ASSETS
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||||||||
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Current
assets:
|
||||||||
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Cash
and cash equivalents
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$ | 1,912 | $ | 26 | ||||
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Other
Receivables
|
5,592 | |||||||
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Total
Current Assets
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7,504 | 26 | ||||||
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Property
and equipment, net
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12,241 | 14,944 | ||||||
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Intangible
assets, net
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154,340 | 165,278 | ||||||
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Deposits
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30,000 | - | ||||||
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Total
assets
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$ | 204,085 | $ | 180,248 | ||||
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LIABILITIES
AND STOCKHOLDER'S DEFICIT
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable
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$ | 54,961 | $ | - | ||||
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Unearned
Revenue
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- | 9,374 | ||||||
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Sales
tax payable
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12,915 | 27,646 | ||||||
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Accrued
expenses and taxes payable
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46,187 | 29,999 | ||||||
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Total
current liabilities
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114,063 | 67,019 | ||||||
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Long-term
liabilities:
|
||||||||
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Due
to JTMW Partners
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450,000 | - | ||||||
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Due
to related parties
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128,284 | - | ||||||
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Due
to Grand Columbus
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72,000 | - | ||||||
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Notes
payable
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175,000 | 175,000 | ||||||
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Total
long-term liabilities
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825,284 | 175,000 | ||||||
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Total
Liabilities
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939,347 | 242,019 | ||||||
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Stockholder's
Deficit:
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||||||||
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Preferred
stock, $0.001 par value; 435,000,000 shares authorized; 8,700,000 shares
issued and outstanding as of September 30, 2010 and 0 shares issued and
outstanding as of December 31, 2009
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8,700 | - | ||||||
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Common
stock, $0.001 par value; 69,400,000 shares authorized;
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- | - | ||||||
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4,770,000
issued and outstanding at September 30, 2010 and 0 shares issued and
outstanding as of December 31, 2009
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4,770 | - | ||||||
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Additional
paid-in capital
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(572,839 | ) | - | |||||
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Accumulated
deficit
|
(175,893 | ) | (61,771 | ) | ||||
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Total
stockholder's deficit
|
(735,262 | ) | (61,771 | ) | ||||
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Total
liabilities and stockholder's deficit
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$ | 204,085 | $ | 180,248 | ||||
See
notes to unaudited condensed consolidated financial statements.
3
INTERNATIONAL DEVELOPMENT
AND ENVIRONMENTAL HOLDINGS
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
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Nine Months Ended
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Three Months Ended
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|||||||||||||||
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September 30,
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September 30,
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|||||||||||||||
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2010
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2009
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2010
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2009
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|||||||||||||
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unaudited
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unaudited
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|||||||||||||||
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Parking
Revenue
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$ | 159,530 | 72,011 | 49,207 | 51,629 | |||||||||||
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Expenses:
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||||||||||||||||
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General
and administrative
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273,652 | 37,383 | 172,547 | 31,594 | ||||||||||||
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Net
income (loss)
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(114,122 | ) | 34,628 | (123,340 | ) | 20,035 | ||||||||||
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Net
Income (loss) per common share - Basic
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(0.02 | ) | 0.00 | (0.03 | ) | 0.00 | ||||||||||
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Net
Income (loss) per common share - Diluted
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(0.02 | ) | 0.00 | (0.03 | ) | 0.00 | ||||||||||
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Weighted
average shares outstanding:
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||||||||||||||||
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Basic
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4,770,000 | 0 | 4,770,000 | 0 | ||||||||||||
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Diluted
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4,770,000 | 0 | 4,770,000 | 0 | ||||||||||||
See
notes to unaudited condensed consolidated financial statements.
4
INTERNATIONAL DEVELOPMENT
AND ENVIRONMENTAL HOLDINGS
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
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Nine Months Ended September 30,
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||||||||
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2010
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2009
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|||||||
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Unaudited
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||||||||
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Cash
Flows From Operating Activities:
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||||||||
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Net
income (loss)
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$ | (114,122 | ) | $ | 34,628 | |||
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Adjustments
to reconcile net income (loss) from operations to net cash used in
operating activities:
|
||||||||
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Depreciation
and amortization
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13,641 | - | ||||||
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Changes
in assets and liabilities:
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||||||||
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Deposits
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(30,000 | ) | - | |||||
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Accrued
expenses
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16,188 | - | ||||||
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Sales
taxes payable
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(14,731 | ) | - | |||||
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Unearned
revenue
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(9,374 | ) | - | |||||
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Net
Cash used in Operating Activities
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(138,398 | ) | 34,628 | |||||
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Cash
Flows from Financing Activities:
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||||||||
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Advances
from related parties
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140,284 | (32,388 | ) | |||||
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Net
increase in cash and cash equivalents
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1,886 | 2,240 | ||||||
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Cash
and cash equivalents - beginning of period
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26 | - | ||||||
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Cash
and cash equivalents - ending of period
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$ | 1,912 | $ | 2,240 | ||||
See
notes to unaudited condensed consolidated financial statements.
5
INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
1.
Summary of significant accounting
policies
Basis of
Presentation:
The
accompanying unaudited consolidated financial statements of the Company have
been prepared for the interim period and are unaudited (consisting only of
normal recurring adjustments) which are, in the in opinion of management,
necessary for a fair presentation of the financial position and operating
results for the periods presented. These statements should be read in
conjunction with the Company’s Annual Report on Form 10-K for 2009, and other
filings of the Company, all of which are on file with the Securities and
Exchange Commission (the “SEC”). The results of operations for the nine months
ended September 30, 2010 are not necessarily indicative of the results for the
Company to be expected for the full l year ending December 31,
2010.
General:
Heights
Management 63 LLC (the "Company") was formed as a limited liability company
(LLC) on March 19, 2009 under the laws of the State of New York. The Company was
formed for the purpose of operating a parking facility in New York
City.
Merger
and Recapitalization:
On
September 16, 2010 we merged with Heights Management 63 LLC pursuant to an
Acquisition and Reorganization Agreement. (the “Agreement").
The
agreement provided for, among other things, the exchange of 8,700,000
convertible preferred shares in IDEH for all of the outstanding member units of
Heights Management. Because Heights Management now controls IDEH, Heights
Management is considered to be the accounting acquirer in this reverse-merger
transaction. A reverse-merger transaction with a shell company is considered,
and accounted for as, a capital transaction (or recapitalization) in substance;
it is equivalent to the issuance of our preferred and common stock for the net
monetary assets of IDEH, accompanied by a recapitalization. On the date of
the agreement, IDEH had 4,770,000 shares of common stock issued and outstanding
(which remain) and net liabilities of approximately $570,000.
Parking
revenue:
The
Company's revenues are primarily derived from transient and monthly parking
customers. Transient parking revenue is recognized as cash is received. Revenues
from monthly parking customers are recognized on a monthly basis, based on the
terms of the underlying contracts.
Cash and
cash equivalents:
The
Company considers all highly-liquid investments with an original maturity of
three months or less when purchased to be cash equivalents. The company as of
September 30, 2010 has approximately $1,900 cash and cash
equivalents.
Basic and
Diluted Net Loss Per Common Share:
The
Company computes per share amounts in accordance with FASB ASC Topic 260,
“Earnings per Share”. ASC 260 requires presentation of basic and diluted
EPS. Basic EPS is computed by dividing the income (loss) available to
Common Shareholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS is based on the weighted-average number of
shares of common stock and common stock equivalents outstanding during the
periods.
6
Property
and equipment:
Property
and equipment is stated at cost less accumulated depreciation. Significant
improvements are capitalized; maintenance and repairs are charged to income.
When equipment is retired or otherwise disposed of, the cost of the asset and
the related accumulated depreciation are eliminated from the accounts and any
gain or loss on disposition is credited or charged to income. Depreciation is
provided by straight-line method over the estimated useful lives of the assets,
which range from 5 to 7 years. Depreciation expense for the nine months ended
September 30, 2010 was $2,703.
Intangible
assets, net:
Intangible
assets subject to amortization, which include lease acquisition costs, are being
amortized over 12 years. Amortization expense totaled $10,938 for the
period ended September 30, 2010.
Income
taxes:
Income
taxes are provided for tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes. Deferred
taxes are recognized for differences between the bases of assets and liabilities
for financial statement and income tax purposes. The differences in asset and
liability bases relate primarily to organization and start-up costs (use of
different methods and periods to calculate deduction). Deferred taxes are also
recognized for operating losses and tax credits that are available to offset
future income taxes. The deferred tax assets and/or liabilities represent the
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
The components of the deferred tax asset and liability are classified as current
and concurrent based on their characteristics. Valuation allowances are provided
for deferred tax assets based on management’s projection of the sufficiency of
future taxable income to realize the assets.
Use of
estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Sales
tax:
The
Company collects and remits sales tax on all services. Sales tax collected is
not included in revenues and remittances are not included in costs. Sales tax
collected is recorded as a liability, with the liability relieved upon payment.
As of September 30, 2010 the outstanding sales tax liability was
$12,915.
Impairment
of Long-Lived Assets
We review
the long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be fully recoverable. To
determine if impairment exists, we compare the estimated future undiscounted
cash flows from the related long-lived assets to the net carrying amount of such
assets. Once it has been determined that an impairment exists, the carrying
value of the asset is adjusted to the fair value. Factors considered in the
determination of the fair value include current operating results, trends and
the present value of estimated expected future cash flows.
Fair
Value of Financial Instruments
The
Company has adopted the required provisions of Topic 820, “Fair Value
Measurements”. Those provisions relate to our financial assets and liabilities
carried at fair value and our fair value disclosures related to financial assets
and liabilities. Topic 820 defines fair value, expands related disclosure
requirements and specifies a hierarchy of valuation techniques based on the
nature of the inputs used to develop the fair value measures. Fair value is
defined as the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date. There are three levels of inputs to fair value measurements -
Level 1, meaning the use of quoted prices for identical instruments in active
markets; Level 2, meaning the use of quoted prices for similar instruments in
active markets or quoted prices for identical or similar instruments in markets
that are not active or are directly or indirectly observable; and Level 3,
meaning the use of unobservable inputs. Observable market data should be
used when available.
7
The
Company’s financial instruments are carried at fair value, including, cash
equivalents. Virtually all of the Company’s valuation measurements are Level 1
measurements. The adoption of Topic 820 did not have a significant impact on the
Company’s financial statements.
Codification
of Accounting Standards:
The
issuance of FASB Accounting
Standards Codificationtm
(the “Codification”) on July 1, 2009 (effective for interim or annual
reporting periods ending after September 15, 2009), changes the way that
U.S. generally accepted accounting principles (“GAAP”) are referenced.
Beginning on that date, the Codification officially became the single source of
authoritative nongovernmental GAAP; however, SEC registrants must also consider
rules, regulations, and interpretive guidance issued by the SEC or its staff.
The switch affects the way companies refer to GAAP in financial statements and
in their accounting policies. All existing standards that were used to create
the Codification became superseded. Instead, references to standards will
consist solely of the number used in the Codification’s structural
organization. Consistent with the effective date of the Codification,
financial statements for periods ending after September 15, 2009, refers to
the Codification structure, not pre-Codification historical GAAP.
Recent
Accounting Pronouncements:
A variety
of proposed or otherwise potential accounting standards are currently under
study by standard setting organizations and various regulatory agencies. Due to
the tentative and preliminary nature of those proposed standards, management has
not determined whether implementation of such proposed standards would be
material to the financial statements of the Company.
2.
Property and equipment
|
September 30, 2010
|
December 31, 2009
|
|||||||
|
Unaudited
|
||||||||
|
Machinery
and equipment
|
$ | 13,500 | $ | 13,500 | ||||
|
Signs
|
3,500 | 3,500 | ||||||
| 17,000 | 17,000 | |||||||
|
Less:
accumulated depreciation
|
4,759 | 2,056 | ||||||
|
Property
and equipment, net
|
$ | 12,241 | $ | 14,944 | ||||
3.
Intangible assets
|
September 30, 2010
|
December 31, 2009
|
|||||||
|
Unaudited
|
||||||||
|
Lease
acquisition costs
|
$ | 175,000 | $ | 175,000 | ||||
|
Less:
accumulated amortization
|
20,660 | 9,722 | ||||||
|
Intangible
assets, net
|
$ | 154,340 | $ | 165,278 | ||||
4.
Related party payable
The
Company has entered into a promissory note in the amount of $175,000 with the
sole owner of our preferred stock. The note calls for interest to accrue on the
principal amount of the note at an interest rate of 7% per annum. The interest
is to be paid in monthly installments commencing on August 1, 2010. The entire
principal amount on the note is due in full on November 1, 2012. For the period
ended September 30, 2010 the Company has recorded interest expense in the amount
of $9,187.
8
In
addition the Company has a related party payable of $128,284 payable to 2009
Venture Group, LLC due on 09/15/2012 at 7% interest. The 2009 Venture Group ,
LLC is owned by Scott Lieberman, President of the Company.
5.
Note payable – other
Immediately
following the reverse merger, IDEH entered into a stock redemption agreement
with its majority shareholders. As a result IDEH entered into a secured
promissory note payable to JTMW Partners in the amount of $450,000 due on
February 18, 2011 at 18% interest.
6.
Commitments and contingencies
The
Company has entered into a management agreement with a related party to provide
administrative and management of the parking facility. It is a five-year
agreement commencing June 1, 2009 and expiring May 31, 2014 at $18,000 per
annum. The agreement, at the end of this term, will continue on a month to month
basis unless written notice of non-renewal is given by either
party.
7.
Equity
Upon the
merger, discussed in Note 1, our equity structure was effectively recapitalized
such that we are authorized to issue 435,000,000 restricted shares of Preferred
Stock with a Par Value of $0.001 and 69,400,000 common stock with a par value of
$0.001.
8.
Subsequent Events
On
December 15, 2010 the Company executed a Definitive Purchase Agreement with 2009
Venture Group, LLC to acquire five (5) New York City-based parking garages with
annual revenues of approximately $3 million expected in 2011. The acquisition is
structured as an assignment of parking management agreements held by single
purpose limited liability companies owned by Scott Lieberman, President of the
Company. The purchase price for the acquisitions is to be determined by an
independent third party appraisal.
On
December 15, 2010 the Company has executed an agreement to acquire a Budget
truck rental dealership from Heights Management 176 LLC. Closing of the
acquisition is subject to several conditions include the consent to the
transaction by Budget, an independent appraisal of the value of the dealership
and a due diligence review. Scott Lieberman, President of the Company is the
sole owner of the Heights Management 176 LLC and the purchase price will be
based upon an independent third party appraisal.
On
December 15, 2010 the Company executed a Definitive Purchase Agreement with
Budget Truck Rental, Corp. with Flash Parking Lynbrook, Inc. to acquire the
rights to Flash Parking's commuter parking facility located at the Lynbrook
train station of the Long Island Rail Road. The parking facility has over 225
parking spaces and is nearly 100% utilized. The acquisition is structured
as an assignment of Flash Parking's rights to operate the parking facility.
Scott Lieberman, President of the Company is also the sole owner of Flash
Parking and the purchase price will be based upon an independent third party
appraisal.
On or
about October 15, 2010, the Company received a “Ten Day Licensee Notice to
Quit” (the “Notice”) related to the our license to operate its parking
facility located at 404-413 East 63rd Street,
New York, NY, effective as of October 29, 2010. The Company is negotiating
a revocation of the Notice with the landlord of such premises. There can
be no assurance given that the Company will be successful in its attempts to
have the Notice be revoked and in the event that the Company is not successful
in resolving the outstanding issues with the landlord and our license is
terminated, it will have a material, adverse effect on the
Company.
9
Forward-Looking
Statements
The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, the Financial Statements of the Company
and Notes thereto included elsewhere in this Report. Historical results and
percentage relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period. The
statements, which are not historical facts contained in this Report, including
this Plan of Operations, and Notes to the Financial Statements, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described in the Company's other SEC filings.
The safe
harbors of forward-looking statements provided by Section 21E of the Exchange
Act are unavailable to issuers of penny stock. As we issued securities at a
price below $5.00 per share, our shares are considered penny stock and such safe
harbors set forth under the Reform Act are unavailable to us.
Operations
International Development and
Environmental Holdings is an emerging leader in parking management in the New
York City Metropolitan area. The Company is exploiting a critical demand for
maximizing space while providing premium service in the parking/real estate
management sectors. IDEH plans to grow through acquisitions and not depend on
organic growth as a sole predictor of profitability. Additionally, the Company
anticipates branching out to synergistic acquisition candidates including, but
not limited to, van and truck leasing.
We were
incorporated as Global Enterprise Holdings, Inc. in Nevada on February 28,
2008 and changed our name to International Development and Environmental
Holdings on June 16, 2008.
On
September 16, 2010, the Company acquired Heights Management 63 LLC, a parking
management company owned by IDEH's CEO, Scott Lieberman.
Heights
Management 63 LLC (the "Company") was formed as a limited liability company
(LLC) on March 19, 2009 under the laws of the State of New York. The Company was
formed for the purpose of operating a parking facility in New York
City.
On
September 16, 2010 the two entities merged pursuant to an Acquisition and
Reorganization Agreement. (the “Agreement"). See further discussions in
Note 1.
Revenues and
Expenditures
During
the nine months ended we had parking service revenues of $159,530. The Company's revenues are
primarily derived from transient and monthly parking customers.
Financial Condition,
Liquidity and Capital Resources
At
September 30, 2010 we had total assets of $204,085 consisting of cash of $1,912,
receivables of $5,592, fixed assets of $ 12,241, intangible assets of $154,340
and deposits of $30,000.
At
September 30, 2010, our total liabilities were $939,347, consisting of accounts
payable and accrued expenses of $ 114,063, loans due to related parties of
$200,284 and notes payable of $625,000. Note that $450,000 of such notes payable
relates to the Acquisition and Reorganization Agreement discussed in Note
1.
Cash
Requirements
There is
substantial doubt about our ability to continue, as a going concern, over the
next twelve months. There is uncertainty regarding our ability to commence
operations of our remediation business plan without additional financing.
We have a history of operating losses, limited funds and no agreements,
commitments or understandings to secure additional financing except as set forth
above. Our future success is dependent upon our ability to achieve profitable
operations, generate cash from operating activities and obtain additional
financing. There is no assurance that we will be able to generate sufficient
cash from operations, sell additional shares of common stock or borrow
additional funds. Our inability to obtain additional cash could have a material
adverse affect on our financial position, results of operations and our ability
to continue in existence.
10
We intend
to provide funding for our activities, if any, through collection increase
parking service revenues and merger activities.
We have
approximately $1,900 in cash at September 30, 2010. We are continuing
operations by minimizing expenditures to the maximum extent possible and through
the forbearance of our creditors. We are focusing on collection of
potential receivables from past operations, determining how to move forward with
existing remediation contracts and taking such other actions as to protect
shareholder value.
Not
Applicable
|
Item
4T.
|
Controls
and Procedures
|
Evaluation
of Effectiveness of Disclosure Controls and Procedures
We
carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange
Act of 1934 under the supervision and with the participation of our chief
executive officer and chief financial officer of the effectiveness of the design
and operation of our “disclosure controls and procedures” as of the end of the
period covered by this Report.
Disclosure
controls and procedures are designed with the objective of ensuring that
(i) information required to be disclosed in an issuer’s reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms and
(ii) information is accumulated and communicated to management, including
our Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding required disclosures.
The
evaluation of our disclosure controls and procedures included a review of our
objectives and processes and effect on the information generated for use in this
Report. This type of evaluation will be done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.
Based on
their evaluation, our chief executive officer and chief financial officer has
concluded that our disclosure controls and procedures are not effective in
timely alerting him to material information relating to the Company required to
be included in our periodic reports filed with the SEC as of the end of the
period covered by this Report. There were no changes in our internal control
over financial reporting that occurred during our last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. However, a control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Management necessarily
applied its judgment in assessing the benefits of controls relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the company have been detected. The design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote. Because of the inherent limitations in a control
system, misstatements due to error or fraud may occur and may not be detected.
Our internal control over financial reporting was not effective for the
following reasons:
|
|
a.
|
The
deficiency was identified as the Company’s limited segregation of duties
amongst the Company’s employees with respect to the Company’s control
activities. This deficiency is the result of the Company’s limited number
of employees. This deficiency may affect management’s ability to determine
if errors or inappropriate actions have taken place. Management is
required to apply its judgment in evaluating the cost-benefit relationship
of possible changes in our disclosure controls and
procedures.
|
11
|
|
b.
|
The
deficiency was identified with respect to the Company’s Board of
Directors. This deficiency is the result of the Company’s limited
number of external board members. This deficiency may give the
impression to the investors that the board is not independent from
management. Management and the Board of Directors are required to
apply their judgment in evaluating the cost-benefit relationship of
possible changes in the organization of the Board of
Directors.
|
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)) during the three months ended September
30, 2010, that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.
PART
II - OTHER INFORMATION
None.
A smaller
reporting company is not required to provide the information required by this
Item.
None
None
None
None
|
Exhibit
Number
|
|
Name and/or Identification of Exhibit
|
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification
of the Chief Executive Officer and
Chief Financial Officer pursuant to U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002
|
12
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
INTERNATIONAL
DEVELOPMENT
AND
ENVIRONMENTAL HOLDINGS
|
||
|
January 19, 2011
|
By:
|
/s/ Scott Lieberman
|
|
Scott Lieberman
|
||
|
President
|
||
|
January
19, 2011
|
By
|
/s/ Scott Lieberman
|
|
Principal
Financial and Principal
|
||
|
Accounting
Officer
|
||
13