INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS - FORM 10-Q

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EX-32.1 - EXHIBIT 32.1 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v233057_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v233057_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v233057_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS	v233057_ex32-2.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: June 30, 2011

¨	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 ¨ 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	¨	Accelerated filer	¨
Non-accelerated filer	¨	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 August 22 , 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	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Changes in Securities	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	16

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2011			2010
	(Unaudited)			(Audited)
ASSETS

Current assets:
Cash and cash equivalents	$	315		$	-

Property and equipment, net of accumulated depreciation of $7,359		9,641			11,341

Other assets:
Intangible assets, net		45,500			74,667

Total assets	$	55,456		$	86,008

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities:
Accounts payable	$	54,961		$	54,961
Sales tax payable		39,931			26,250
Unearned revenue		2,695
Due to JTMW Partners		450,000			450,000
Accrued interest		141,657			66,347
Note payable		312,467
Accrued expenses and taxes payable		56,124			86,220

Total current liabilities		1,057,835			683,778

Long-term liabilities:
Due to related parties		414,133			421,798
Notes payable		-			494,417

Total long-term liabilities		414,133			916,215

Total liabilities		1,471,968			1,599,993

Commitments and contingencies

Stockholder's deficit:
Preferred stock, $.001 par value; 10,000,000 shares authorized; 8,700,000 shares issued and outstanding		8,700			8,700
Common stock, $.001 par value; 100,000,000 shares authorized; 93,565,714,shares issued and outstanding at June 30, 2011 and 71,400,000 shares issued and outstanding at December 31, 2010		93,566			71,400
Additional paid-in-capital		91,684			(80,100	)
Accumulated deficit		(1,610,462	)		(1,513,985	)

Total stockholder's deficit		(1,416,512	)		(1,513,985	)

Total liabilities and stockholder's deficit	$	55,456		$	86,008

See notes to unaudited condensed consolidated financial statements.

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	SIX MONTHS						THREE MONTHS
	ENDED JUNE 30,						ENDED JUNE 30,
	2011			2010			2011			2010
	(Unaudited)						(Unaudited)

Parking Revenue	$	80,898		$	110,323		$	42,455		$	49,636

Expenses:
General and administrative		177,375			226,354			95,624			185,481

Net loss	$	(96,477	)	$	(116,031	)	$	(53,169	)	$	(135,845	)

Net loss per common share -
Basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)

Weighted average shares outstanding -
Basic and diluted		89,625,143			95,400,000			93,565,714			95,400,000

See notes to unaudited condensed consolidated financial statements.

INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	SIX MONTHS
	ENDED JUNE 30,
	2011			2010
Cash Flows From Operating Activities:	(Unaudited)

Net loss	$	(96,477	)	$	(116,031	)
Adjustments to reconcile net loss from operations to net cash used in operating activities:

Depreciation and amortization		30,867			9,094

Changes in assets and liabilities:
Accrued interest		75,310			-
Accrued expenses and taxes payable		(30,096	)		(5,874	)
Due to related parties		(7,665	)		-
Sales taxes payable		13,681			(27,646	)
Unearned revenue		2,695			(9,374	)

Net Cash used in Operating Activities		(11,685	)		(149,831	)

Cash Flows from Financing Activities:

Proceeds from notes payable		12,000			-
Advances from related parties		-			149,805

Net Cash Provided By Financing Activities		12,000			149,805

Net increase (decrease) in Cash and cash equivalents		315			(26	)

Cash and cash equivalents - beginning of period		-			26

Cash and cash equivalents - ending of period	$	315		$	-

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

JUNE 30, 2011

1. Summary of significant accounting policies:

General:

International Development and Environmental Holdings (“IDEH” or “the Company”) is a Nevada corporation with its principal corporate office 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.

1. Summary of significant accounting policies (continued):

Merger and recapitalization (continued):

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:

The Company has incurred losses since inception and has an accumulated deficit of $1,610,462 at June 30, 2011, which raises substantial doubt about their ability to continue as a going concern. The Company has funded operations since inception through loans from related parties and others. In the event that we require additional funds and are unable to acquire such funds, the 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. The Company's plans to mitigate the effects of the uncertainties on its 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 the Company is 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.

1. Summary of significant accounting policies (continued):

Cash and cash equivalents:

The Company maintains bank accounts at various financial institutions. The funds maintained in non-interest bearing accounts in financial institutions are insured by an agency of the U. S. government until December 31, 2012. The Company considers all highly-liquid investments with an original maturity of three months or less to be cash equivalents.

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 June 30, 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 and accelerated methods over the estimated useful lives of the assets, which is 5 years.

Depreciation expense totaled $1,700 for the six month period ended June 30, 2011 and $1,802 for the six month period ended June 30, 2010.

Intangible assets, net:

Intangible assets subject to amortization, which include lease acquisition costs, are being amortized over 36 months.

Amortization expense totaled $29,167 for the six month period ended June 30, 2011 and $7,292 for the six month period ended June 30, 2010.

1. Summary of significant accounting policies (continued):

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 accounting principles generally accepted in the United States of America 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. The Company continually evaluates the accounting policies and estimates used to prepare the consolidated financial statements. Our estimates are based on historical experiences and assumptions believed to be reasonable under current facts and circumstances. 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 June 30, 2011 and December 31, 2010, the sales tax liability was $39,931 and $26,500, respectively.

Impairment of long-lived assets:

The Company reviews 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, the Company compares 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.

1. Summary of significant accounting policies (continued):

Fair value of financial instruments:

SFAS No. 107, Disclosure About Fair Value of Financial Instruments, requires certain disclosures regarding the fair value of financial instruments. The Company's financial instruments consist of cash, accounts payable, and debt. Fair values for cash and accounts payable approximate carrying values for these financial instruments since they are relatively short-term in nature. The carrying amount of debt approximates fair value due to the length of maturity or existence of interest rates that approximate prevailing market rates.

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.

Subsequent events:

Subsequent events have been reviewed through the date that these financial statements were ready to be released which was August 22, 2011.

2. Property and equipment:

	June 30,		December 31,
	2011		2010
	(Unaudited)		(Audited)

Machinery and equipment	$	13,500	$	13,500
Signs		3,500		3,500

		17,000		17,000
Less: accumulated depreciation		7,359		5,659

Property and equipment, net	$	9,641	$	11,341

3. Intangible assets:

	June 30,		December 31,
	2011		2010
	(Unaudited)		(Audited)

Lease acquisition costs	$	175,000	$	175,000
Less: accumulated amortization		129,500		100,333

Intangible assets, net	$	45,500	$	74,667

4. Notes payable:

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 in default. Accordingly, it is classified as current liability.

The Company has two notes payable to non-related parties. $287,967 is due to Grand Columbus Holding Inc. and $12,500 is due to JM Business Services. The Grand Columbus Holding Inc. note is secured and is due on demand. The JM Business Services note is non-secured and due on demand. Both notes bear interest at 7% per year.

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

5. Related party transactions:

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 six month period ended June 30, 2011 the Company has recorded interest expense in the amount of $6,125 for this note.

The Company has a related party payable to 2009 Venture Group, LLC in the amount of $210,867 due on September 15, 2012 at 7% interest. The 2009 Venture Group, LLC is owned by Scott Lieberman, President of the Company.

6. Commitments and contingencies:

The Company has entered into a management agreement with 2009 Venture Group, LLC to provide administrative and management services. It is a five-year agreement commencing June 1, 2009 and expiring May 31, 2014 at $18,500 per month for these services. 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.

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 "Note") 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.

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, the equity structure was effectively recapitalized such that the Company is authorized to issue 10,000,000 restricted shares of preferred stock with a par value of $0.001. At June 30, 2011, there were 8,700,000 shares issued and outstanding.

Upon the acquisition, discussed in Note 1, the equity structure was effectively recapitalized such that the Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001. At June 30, 2011 there were 93,565,714 shares issued and outstanding.

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

Refer to Note 4 for discussion of the Grand Columbus Holding Inc. note that was converted to equity.

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

The Company's revenues are primarily derived from transient and monthly parking customers. During the three months ended June 30, 2011, we had revenues of $42,455 as compared to $49,636 for the same period in 2010. During the six months ended June 30, 2011, we had revenues of $80,898 as compared to $110,323 for the same period in 2010. The modest decreases in revenue were associated with fewer customers during 2011.

The Company's expenses are primarily derived of rent and employee salaries. During the three months ended June 30, 2011, we had expenses of $95,624 as compared to $185,481 for the same period in 2010. During the six months ended June 30, 2011, we had expenses of $177,375 as compared to $226,354 for the same period in 2010. The decrease in expenses during the three and six month periods ended June 30, 2011 was attributable to a significant decrease in management fees.

Financial Condition, Liquidity and Capital Resources

At June 30, 2011, we had total assets of $55,456 consisting of fixed assets of $9,956 and intangible assets of $45,500.

At June 30, 2011, our total liabilities were $1,471,968 consisting of accounts payable and accrued expenses of $56,124, loans due to related parties of $414,133.

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 $315 of cash on hand at June 30, 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 June 30, 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

August 22, 2011	By:	/s/ Scott Lieberman
		Scott Lieberman
		President

August 22, 2011	By	/s/ Scott Lieberman

		Principal Financial and Principal
		Accounting Officer

Attached files

INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS Reports

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