INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS - FORM 10-Q

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EX-31.2 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v223892_ex31-2.htm
EX-32.2 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v223892_ex32-2.htm
EX-31.1 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v223892_ex31-1.htm
EX-32.1 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v223892_ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended: March 31, 2011

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT: For the transition period from to

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

(Name of small business issuer in its charter)

NEVADA		32-0237237
(State or other jurisdiction		(I.R.S. employer
of incorporation or organization)		identification number)

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 o 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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	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 May 18, 2011.

INDEX

		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Changes in Securities	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2011			December 31, 2010
ASSETS	Unaudited
Current assets:
Cash and cash equivalents	$	7,305		$	-
Total Current Assets		7,305			-


Property and equipment, net		10,440			11,341
Intangible assets, net		71,026			74,667
Total assets	$	88,771		$	86,008

LIABILITIES AND STOCKHOLDER'S
DEFICIT
Current liabilities:
Accounts payable	$	54,961		$	54,961
Accrued interest		66,347			66,347
Due to JTMW Partners		450,000			450,000
Sales tax payable		33,739			26,250
Note Payable		11,606			-
Accrued expenses and taxes payable		96,480			86,220
Total current liabilities		713,133			683,778

Long-term liabilities:
Due to related parties		438,278			421,798
Notes payable		300,467			494,417
Total long-term liabilities		738,745			916,215
Total Liabilities		1,451,878			1,599,993

Stockholder's Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 8,700,000 shares issued
and outstanding as of March 31, 2011 and 8,700,000 shares issued and outstanding as of
December 31, 2010		8,700			8,700
Common stock, $0.001 par value; 100,000,000 shares authorized;
93,605,714 issued and outstanding at March 31, 2011 and 71,400,000 shares
issued and outstanding as of December 31, 2010		93,566			71,400
Additional paid-in capital		91,684			(80,100	)
Accumulated deficit		(1,557,057	)		(1,513,985	)
Total stockholder's deficit		(1,363,107	)		(1,513,985	)
Total liabilities and stockholder's deficit	$	88,771		$	86,008

See notes to unaudited condensed consolidated financial statements.

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31,
	2011			2010
	unaudited
Parking Revenue	$	38,443			60,687

Expenses:
General and administrative		81,751			40,873

Net income (loss)	$	(43,308	)		19,813

Net Income (loss) per common share – Basic and Diluted	-	-

Weighted average shares outstanding:
Basic and Diluted	85,684,571	95,400,000

See notes to unaudited condensed consolidated financial statements.

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2011			2010
	Unaudited
Cash Flows From Operating Activities:

Net income (loss)	$	(41,465	)	$	19,813
Adjustments to reconcile net income (loss) from operations to
net cash used in operating activities:
Depreciation and amortization		4,542			4,547
Changes in assets and liabilities:
Sales tax payable		7,489			-
Accrued expenses		8,653			(18,000	)
Notes Payable		11,606			-

Net Cash used in Operating Activities		(9,175	)		6,360

Cash Flows from Investing Activities:

Advances from related parties		16,480			(1,719	)

Net increase in cash and cash equivalents		7,305			4,641

Cash and cash equivalents - beginning of period		-			26

Cash and cash equivalents - ending of period	$	7,305		$	4,667

Noncash financing activities
Note Payable converted to Common Stock		193,950			-

See notes to unaudited condensed consolidated financial statements.

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

1. Summary of significant accounting policies

General:

International Development and Environmental Holdings (“IDEH” or “the Company”) is a Nevada corporation with its principal corporate offices in New York, New York. Prior to the merger and recapitalization discussed below, the Company was in the process of organizing itself and developing its main line of business: environmental geological site assessment and remediation. The Company has registered and may operate under the following assumed corporate names: (1) Global Environmental Company (NV) (2) Global Environment Company (IL) (3) Global Architecture & Engineering Company (NV) (4) Global Development & Construction Company (NV) and (5) Global Real Estate & Finance Company (NV).

Merger and Recapitalization:

On September 16, 2010, pursuant to the terms of an Acquisition and Reorganization Agreement (the “Agreement”) by and between the Registrant (the “Company”), Heights Management 63, LLC, a New York limited liability company (“Heights”) and Scott Lieberman (the “Seller”), the Company acquired all of the outstanding membership interests of Heights resulting in Heights becoming a wholly-owned subsidiary of the Company. Heights was formed as a limited liability company (LLC) on March 19, 2009 under the laws of the State of New York. Heights was formed for the purpose of operating a parking facility in New York City.

Pursuant to the terms of the Agreement, as consideration for all of the outstanding membership interests of Heights, the Company issued 8,700,000 newly issued shares of the Company’s newly declared Series A Preferred Stock to the Seller. Each share of Series A Preferred Stock is convertible into and has voting rights equal to fifty (50) shares of common stock. Simultaneously, pursuant to the terms of a Redemption Agreement, a total of 30,710,00 shares of the Company’s common stock which were held by the Company’s former majority stockholder were redeemed and cancelled.

Simultaneously, on September 16, 2010, pursuant to the terms of a Redemption Agreement (the “Redemption Agreement”) by and between the Registrant (the “Company”) and JTMW Partners (the “Seller”), the Company agreed to redeem and cancel 30,710,00 shares of the Company’s common stock owned by the Seller for a total of $510,000. In connection with the Redemption Agreement, the Company issued a secured promissory note to the Seller (the “Promissory Note”) in the amount of $450,000, payable on or before November 1, 2010. As security for the payment of all amounts due under the Promissory Note, the Company pledged its ownership interest in its Heights subsidiary. In addition, our President, Scott Lieberman, agreed to personally guarantee the obligations of the Company under the Promissory Note.

The business combination with Heights was accounted for as a reverse acquisition, whereby Heights is the continuing entity for financial reporting purposes and is deemed, for accounting purposes, to be the acquirer of IDEH. 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. The recapitalization has been given retroactive effect in the accompanying consolidated financial statements. The accompanying consolidated financial statements represent those of Heights for all periods prior to the consummation of the Merger. The assets and liabilities of Heights will continue to be recorded at their historical carrying amounts, with no additional goodwill or other intangible assets recorded as a result of the accounting merger with IDEH.

Basis of Presentation:

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Heights. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in the prior year’s condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Going Concern:

We have incurred losses since inception and have an accumulated deficit of $1,555,450 at March 31, 2011, which raises substantial doubt about our ability to continue as a going concern. We have funded our operations since inception through loans from related parties. In the event that we require additional funds and are unable to acquire such funds, our ability to continue as a going concern will be severely affected. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These factors create uncertainty whether the company can continue as a going concern. Our plans to mitigate the effects of the uncertainties on our continued existence are: 1) to raise additional equity capital; 2) to restructure our existing debt; and 3) to pursue our business plan and seek to generate positive operating cash flow. Management believes that these plans may be effectively implemented in the next twelve-month period. However, our ability to continue as a going concern is dependent on the implementation and success of these plans. The condensed financial statements do not include any adjustments in the event we are unable to continue as a going concern.

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 to be cash equivalents. As of March 31, 2011, the Company had $7,305 of cash on hand.

Basic and Diluted Net Loss per Common Share:

The Company computes per share amounts in accordance with 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. We had no common stock equivalents at March 31, 2011. Therefore, basic and diluted net loss per share are the same.

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 totaled $901 for each of the periods ended March 31, 2011 and March 31, 2010.

Intangible assets, net:

Intangible assets subject to amortization, which include lease acquisition costs, are being amortized over 12 years. Amortization expense totaled $3,641 and $3,646 for the periods ended March 31, 2011 and March 31, 2010, respectively.

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 condensed financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates we use to prepare the condensed consolidated financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

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 March 31, 2011, the outstanding sales tax liability was $33,739.

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.

The Company’s financial instruments are carried at fair value, including, cash equivalents. 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

	March 31, 2011		December 31, 2010
	Unaudited		(Audited)
Machinery & Equipment	$	13,500	$	13,500
Signs		3,500		3,500

Less: Accumulated depreciation		6,560		5,659

Property and Equipment, net		10,440		11,341

3. Intangible assets

	March 31, 2011		December 31, 2010
	Unaudited		(Audited)
Lease acquisition costs	$	175,000	$	175,000

Less: Accumulated depreciation		103,974		100,333

Intangible assets, net		71,026		74,667

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 March 31, 2011 the Company has recorded interest expense in the amount of $12,721.

In addition the Company has a related party payable of $112,269 payable to 2009 Venture Group, LLC due on September 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 former majority shareholder. As a result IDEH entered into a secured promissory note payable to JTMW Partners in the amount of $450,000 due on November 1, 2010 and was extended to February 18, 2011 at 18% interest. The note is currently in default. Accordingly, it is classified as current liability.

In addition, the Company has two long-term notes payable to non-related parties of $287,967 and $12,500 due to Grand Columbus and JM Business Services, respectively. The Grand Columbus note is secured, due on demand, and bears interest at 7%. The JM Business Services note is non-secured, due on demand and bears interest at 7%.

On February 2, 2011, the Company converted $193,950 of notes payable to Grand Columbus Holdings to 22,165,714 shares of Common Stock at a conversion price of $.00875 per share.

6. Commitments and contingencies

The Company has entered into a management agreement with a 2009 Venture Group, LLC to provide administrative and management of the parking facility. The 2009 Venture Group, LLC is owned by Scott Lieberman, President and CEO of the Company. It is a five-year agreement commencing June 1, 2009 and expiring May 31, 2014 at $18,500 per month for administrative, labor and management. Total payments under such agreement approximated $220,000 for the year ended December 31, 2010. 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.

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.

7. Equity

Upon the acquisition, discussed in Note 1, our equity structure was effectively recapitalized such that we are authorized to issue 10,000,000 restricted shares of Preferred Stock with a Par Value of $0.001. At March 31, 2011 we had 8,700,000 shares issued and outstanding.

Upon the acquisition, discussed in Note 1, our equity structure was effectively recapitalized such that we are authorized to issue 100,000,000 shares of common stock with a par value of $0.001. At March 31, 2011 we had 93,605,714 shares issued and outstanding.

On October 18, 2010 we had a 20:1 common stock split, which is reflected retroactively in our consolidated financial statements.

Refer to Note 5 for discussion of the Grand Columbus note converted to equity.

8. Subsequent Events

In April 2011, the Company was served with a Motion for Summary Judgment in Lieu of Complaint related to a certain Amended and Restated Promissory Note (the ³Note²) issued by the Company to JTMW Partners, related to a redemption of 30,710,000 shares of the Company¹s common stock owned by JTMW Partners, alleging that the Company had failed to make payments due under the Note. The Motion for Summary Judgment states that the amount due under the Note, including interest, extension fees and penalties was, as of that date $605,557. The principal amount of the original note dated September 16, 2010 was $450,000 despite the Company having paid a total of $86,591 to be applied against the Note. The Company intends on challenging the legal validity of the interest, extension fees and penalties being charged by JTMW Partners, as being criminally usurious and void as to public policy.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 three months ended March 31, 2011, we had parking service revenues of $38,443. The Company's revenues are primarily derived from transient and monthly parking customers.

Financial Condition, Liquidity and Capital Resources

At March 31, 2011, we had total assets of $88,771 consisting of fixed assets of $ 10,440 and intangible assets of $71,026.

At March 31, 2011, our total liabilities were $1,450,271, consisting of accounts payable and accrued expenses of $711,526, loans due to related parties of $438,278 and notes payable of $300,467. 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.

We intend to provide funding for our activities, if any, through collection increase parking service revenues and merger activities.

We have $7,305 of cash on hand at March 31, 2011. 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.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

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:

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.

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 March 31, 2011, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Changes in Securities

None

Item 3. Defaults upon Senior Securities.

None

Item 4. (Removed and Reserved).

None

Item 5. Other Information.

None

Item 6. Exhibits

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

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

May 23, 2011	By:	/s/ Scott Lieberman
		Scott Lieberman
		President

May 23, 2011	By	/s/ Scott Lieberman

		Principal Financial and Principal
		Accounting Officer

INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS - FORM 10-Q - May 23, 2011

Attached files

INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS Reports