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EX-31.1 - EXHIBIT 31.1 - INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.v311792_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.v311792_ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

xQuarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 2012

 

¨Transition Report under Section 13 or 15(d) of the Exchange Act

 

For the Transition Period from ________to __________

 

Commission File Number: 0-52905

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

NEVADA 26-0091556
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

 

4116 Antique Sterling Ct.  
Las Vegas, NV 89129
(Address of principal executive offices) (Zip Code)

 

Registrant's Phone: (702) 255-4170

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x 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 ¨  (Do not check if a smaller reporting company) Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x    No ¨

 

As of May 4, 2012, the issuer had 2,500,000 shares of common stock issued and outstanding.

 

 
 

 

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

FORM 10-Q

TABLE OF CONTENTS

 

    PAGE
     
PART I - FINANCIAL INFORMATION    
     
Item 1. Financial Statements    
     
Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011   1
     
Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, 2012 and 2011 and the period from  February 2, 2005 to March 31, 2012   2
     
Consolidated Statement of Changes in Stockholders' Equity (Deficit) For the Three Months Ended March 31, 2012 and the period  from February 2, 2005 to March 31, 2012   3
     
Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2012 and 2011 and the period from  February 2, 2005 to March 31, 2012   4
     
Notes to Consolidated Financial Statements (Unaudited)   5
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   10
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk   12
     
Item 4. Controls and Procedures   12
     
Item 4(T). Controls and Procedures   12
     
PART II - OTHER INFORMATION    
     
Item 1. Legal Proceedings   12
     
Item 1A. Risk Factors   12
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   12
     
Item 3. Defaults Upon Senior Securities   12
     
Item 4. Mine Safety Disclosures   12
     
Item 5. Other Information   12
     
Item 6. Exhibits   13
     
Signatures   14

 

 
 

Item 1. Financial Statements

 

International Industrial Enterprises, Inc.
(A Development Stage Company)
Consolidated Balance Sheets

 

   March 31,   December 31, 
   2012   2011 
         
ASSETS          
Current Assets          
Cash  $69   $11 
Total Current Assets   69    11 
           
Total Assets  $69   $11 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities          
Related party loan (Note D)  $29,373   $29,373 
Accrued expense (Note D)   11,736    7,511 
Total Current Liabilities   41,109    36,884 
           
Total Liabilities   41,109    36,884 
           
Stockholders' Deficit          
Common stock, par value $.001, 50,000,000 shares authorized; 2,500,000 issued and outstanding at March 31, 2012 and December 31, 2011.   2,500    2,500 
Additional paid-in capital   40,685    40,685 
Accumulated deficit   (84,225)   (80,058)
Total Stockholders' Deficit   (41,040)   (36,873)
Total Liabilities and Stockholders' Deficit  $69   $11 

 

See accompanying notes to financial statements

 

1
 

 

International Industrial Enterprises, Inc.

(A Development Stage Company)

Consolidated Statements of Operations (Unaudited)

For the Three Months Ended March 31, 2012 and 2011 and the

Period from February 2, 2005 to March 31, 2012

 

           Cumulative since 
           Re-entering the 
   Three Months Ended   Development Stage 
   March 31,   on February 2, 2005 
   2012   2011   to March 31, 2012 
Revenue            
Revenue  $-   $-   $1,462 
                
Operating expenses               
General and administrative   4,167    542    72,149 
                
Total operating expenses   4,167    542    72,149 
Loss from operations   (4,167)   (542)   (70,687)
                
Other income/(expense)               
Interest expense   -    -    (15,000)
                
Total other income (expense)   -    -    (15,000)
Net loss  $(4,167)  $(542)  $(85,687)
                
Basic and diluted loss per common share  $(0.00)  $(0.00)     
                
Weighted average common shares outstanding   2,500,000    2,500,000      

 

See accompanying notes to financial statements

 

2
 

 

International Industrial Enterprises, Inc.

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders' Deficit

From February 2, 2005 through March 31, 2012

 

                   Total 
   Common Stock   Additional Paid   Accumulated   Stockholder's 
   Shares   Amount   In Capital   Deficit   Deficit 
Balance, December 31, 2005   2,500,000   $2,500   $40,685   $(30,252)  $12,933 
                          
Net loss                  (25,761)   (25,761)
Balance, December 31, 2006   2,500,000    2,500    40,685    (56,013)   (12,828)
                          
Net loss                  (2,286)   (2,286)
Balance, December 31, 2007   2,500,000    2,500    40,685    (58,299)   (15,114)
                          
Net loss                  (3,852)   (3,852)
Balance, December 31, 2008   2,500,000    2,500    40,685    (62,151)   (18,966)
                          
Net loss                  (6,909)   (6,909)
Balance, December 31, 2009   2,500,000    2,500    40,685    (69,060)   (25,875)
                          
Net loss                  (3,419)   (3,419)
Balance, December 31, 2010   2,500,000    2,500    40,685    (72,479)   (29,294)
                          
Net loss                  (7,579)   (7,579)
Balance, December 31, 2011   2,500,000   $2,500   $40,685   $(80,058)  $(36,873)
                          
Net loss                  (4,167)   (4,167)
Balance, March 31, 2012   2,500,000   $2,500   $40,685   $(84,225)  $(41,040)

 

See accompanying notes to financial statements

3
 

 

International Industrial Enterprises, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2012 and 2011 and the

Period from February 2, 2005 to March 31, 2012

 

           Cumulative since 
           Re-entering the 
   Three Months Ended   Development Stage 
   March 31,   on February 2, 2005 
   2012   2011   to March 31, 2012 
Cash flows from operating activities                
Net loss  $(4,167)  $(542)  $(85,687)
Adjustments to reconcile net loss to net cash used in operating activities:   -    -    - 
Changes in operating assets and liabilities:               
Accrued expense   4,225    500    11,736 
                
Net cash used in operating activities   58    (42)   (73,951)
                
Cash flows from investing activities   -    -    - 
                
Cash flows from financing activities               
Proceeds from related party note   -    -    29,373 
Proceeds from stock issuance   -    -    43,185 
Other items   -    -    1,462 
                
Net cash provided by financing activities   -    -    74,020 
                
Net change in cash   58    (42)   69 
Cash at beginning of period   11    79    - 
Cash at end of period  $69   $37   $69 

 

See accompanying notes to financial statements

 

4
 

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fort the Three Months Ended March 31, 2012 and 2011 and the Period since Re-entering the
Development Stage on February 2, 2005 to March 31, 2012

 

NOTE A – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Basis of Presentation

The unaudited financial statements of International Industrial Enterprises, Inc. as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2011 as filed with the Securities and Exchange Commission as part of our Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

 

Organization

International Industrial Enterprises, Inc. (sometimes the “Company”) was incorporated on November 19, 1976 under the laws of the State of Delaware to engage in any lawful corporate activity.

 

We were engaged in real estate investments from formation until April 1982 and we were dormant until July 29, 1994. As at July 31, 1994, we were deemed to be a developmental stage company and all funds raised in order to fulfill our initial objective had been expanded. Thereafter, we had very limited operations until June 14, 2004 when we purchased Karlton Management, Inc., whose name was changed to Group One Associates Inc., a Nevada Corporation.

 

In 2004, we were engaged in the designing and printing tourist maps for various Las Vegas destinations. Our business stalled for eight months due to the death of our President in October 2006. On June 18, 2007, a new President was elected and we restarted our business. While we did not own any printing equipment, we intended to job-out our printing needs (maps) to established printing companies. Our tourist maps were to be printed on quality paper stock and our map designs were to be comical as well as informational. We intended to hire experienced advertising salesmen to sell advertising space on our maps. There is vigorous competition in the publishing and distribution of maps of Las Vegas. Some of these maps are sold and some are free. We intended to compete by offering a free Las Vegas map with advertisers, which feature main thoroughfares (no secondary roads) and the location of Hotels, Casinos, Restaurants and tourist locations.

 

We currently have conducted no business that has resulted in any income to the company.

 

NOTE B – GOING CONCERN

 

The accompanying financial statements have been prepared assuming we will continue as a going concern. During the period from February 2, 2005 (date of return to development stage) through March 31, 2012, the Company has incurred an accumulated deficit of $84,225 primarily related to organizational and administrative expenses. The Company has a working capital deficit of $41,040. We expect to incur losses into the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. To date the Company has financed its expenses primarily from shareholder loans, payments made by others on behalf of the company and by the settlement of payable amounts with shares of common stock.

 

5
 

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fort the Three Months Ended March 31, 2012 and 2011 and the Period since Re-entering the
Development Stage on February 2, 2005 to March 31, 2012

 

NOTE B – GOING CONCERN (Continued)

 

The Company has limited financial resources available and has been unable to acquire significant funding which would allow the Company to pursue additional business, enable it to engage in research and development, or purchase revenue generating equipment. However, management has been successful in raising sufficient funds to cover the Company’s administrative expenses including the cost of auditing and other administrative costs.

 

The Company will continue to identify new financial partners and investors.  However, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all.

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Group One Associates Inc. All intercompany accounts and transactions have been eliminated.

 

Estimates

 

The preparation of the Company’s consolidated financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.

 

Cash and Cash Equivalents 

 

For purposes of the consolidated statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

 

Fair Value Measurement

 

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.

 

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

 

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.

 

6
 

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fort the Three Months Ended March 31, 2012 and 2011 and the Period since Re-entering the
Development Stage on February 2, 2005 to March 31, 2012

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value of Financial Instruments

 

The carrying value of cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. See “Note G. Income Taxes” for further discussion.

 

Net Income (Loss) Per Share

 

Pursuant to ASC 260-10-45-10, the computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. However, pursuant to ASC 260-10-45-17, the computation of diluted net income per share shall not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, pursuant to ASC 260-10-45-25, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). See “Note E. Net Loss Per Share” for further discussion.

 

Goodwill and Other Intangible Assets

 

Goodwill and other intangible assets with indefinite useful lives are no longer amortized, but are evaluated for impairment annually, or immediately if conditions indicate that impairment could exist. The evaluation requires a two-step impairment test to identify potential goodwill impairment and measure the amount of a goodwill impairment loss. The first step of the test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss. Both steps of the goodwill impairment testing involve significant estimates.

 

7
 

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fort the Three Months Ended March 31, 2012 and 2011 and the Period since Re-entering the
Development Stage on February 2, 2005 to March 31, 2012

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recently Adopted Accounting Pronouncements

 

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its consolidated financial statements.

 

NOTE D - RELATED PARTY TRANSACTIONS

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

The Company has an unsecured non-interest bearing related party loan in the amount of $29,373 at March 31, 2012 and December 31, 2011. This advance is from, Jose Fernando Garcia, a shareholder with 20% of the Company’s outstanding common shares. The proceeds were used for daily business operations. The loan bears no interest and it is due on demand.

 

During the three months ended March 31, 2012 and the year ended December 31, 2011, Jose Fernando Garcia advanced $4,225 and $7,511 to the Company by making payments for administrative expenses on behalf of the Company.

 

NOTE E - NET LOSS PER SHARE

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. There are no potentially dilutive securities or derivative instruments outstanding as of March 31, 2012 and 2011.

 

Following is the computation of basic and diluted net loss per share for the three months ended March 31, 2012 and 2011:

 

   Three Months Ended March 31, 
   2012   2011 
Basic and Diluted EPS Computation          
Numerator:          
Loss available to common stockholders'  $(4,167)  $(542)
           
Denominator:          
Weighted average number of common shares outstanding   2,500,000    2,500,000 
           
Basic and diluted EPS  $(0.00)  $(0.00)

 

8
 

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fort the Three Months Ended March 31, 2012 and 2011 and the Period since Re-entering the
Development Stage on February 2, 2005 to March 31, 2012

 

NOTE F - CAPITAL STOCK

 

The Company has no authorized preferred stock.

 

The Company had authorized Fifty Million (50,000,000) shares of common stock with a par value of $0.001 as of March 31, 2012. There were 2,500,000 shares of common stock issued and outstanding as of March 31, 2012.

 

NOTE G – INCOME TAXES

 

No provisions for income taxes have been recorded since the Company has incurred losses since inception.

 

Based on management‘s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of net operating loss carry forwards as of March 31, 2012 will be realized.  Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at March 31, 2012. The Company will continue to review this valuation allowance and make adjustments as appropriate.  

 

Current United States tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.

 

NOTE H – SUBSEQUENT EVENTS

 

Pursuant to FASB Accounting Standards Codification 855, Subsequent Events, Including ASC 855-10-S99-2, the Company evaluated subsequent events through April 25, 2012. No additional disclosures required.

 

9
 

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

 

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the consolidated results of operations and financial condition of International Industrial Enterprises, Inc. and its subsidiaries. The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to the financial statements included in this Form 10-Q.

 

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Overview

 

We are a shell company with no operations. Our statement of operations contains costs primarily associated with the administration of our public company entity.

 

Plan of operation for the next twelve months

 

We intend to seek, investigate, and, if warranted, effect a business combination with an existing, privately held company. The business combination may be structured as a reverse merger, consolidation, our exchange of stock or any other form which will effectuate the combined entity being a publicly held company. We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for its securities.

 

We do not propose to restrict our search for any investment opportunity to any particular industry, and may therefore, engage in essentially any business, to the extent of its limited resources.

 

We intend to seek a business opportunity in the form of firms which (i) have recently commenced operations, (ii) are seeking to develop a new product or service, or (iii) are established businesses.

 

We may or may not issue securities in any proposed business combination.

 

Results of Operations

 

Three Months Ended March 31, 2012 Compared with the Three Months Ended March 31, 2011

 

The Company has earned no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future.

 

The Company incurred general and administrative expenses of $4,167 for the three months ended March 31, 2012, as compared to $542 for the March 31, 2011. The increase was due to higher costs related to professional services in the administration of the public company.

 

10
 

 

 

 

From the date of return to development stage February 2, 2005, to March 31, 2012, the Company lost a total of $85,687. Most labor and services have been compensated with issuances of stock or cash payment has been deferred.

 

Liquidity and Capital Resources

 

The accompanying financial statements have been prepared assuming we will continue as a going concern. During the period from February 2, 2005 (date of return to development stage) through March 31, 2012, the Company has incurred an accumulated deficit of $84,225 primarily related to organizational and administrative expenses. We expect to incur losses into the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. To date the Company has financed its expenses primarily from shareholder loans, payments made by others on behalf of the company and by the settlement of payable amounts with shares of common stock.

 

Net cash provided by operating activities was $58 for the three months ended March 31, 2012, compared to net cash used in operating activities of $42 for the three months ended March 31, 2011. The increase in cash from operating activities was the result of a $4225 increase in accrued liabilities for expenses paid on behalf of the Company by a certain individual.

 

Net cash provided by investing activities was $0 for the three months ended March 31, 2012 and 2011.

 

Net cash provided by financing activities was $0 for the three months ended March 31, 2012 and 2011.

 

The Company has limited financial resources available and has been unable to acquire significant funding which would allow the Company to pursue additional business, enable it to engage in research and development, or purchase revenue generating equipment. However, management has been successful in raising sufficient funds to cover the Company’s administrative expenses including the cost of auditing and other administrative costs.

 

The Company will continue to identify new financial partners and investors. However, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. As of March 31, 2012, the company was authorized to issue 50,000,000 shares of common stock.

 

Commitments

 

We do not have any commitments which are required to be disclosed in tabular form as of March 31, 2012.

 

Off-Balance Sheet Arrangements

 

As of March 31, 2012, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

 

11
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is not exposed to market risk related to interest rates or foreign currencies.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under the supervision and with the participation of the Company's President and Chief Financial Officer. Based upon that evaluation, they concluded that as of the date of this report, the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting identified in connection with the foregoing evaluation that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not a party to any legal proceedings.

 

ITEM 1A. RISK FACTORS

 

There are no material changes in the risk factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year-ended December 31, 2010 and nine months ended September 30, 2011.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There were no sales of unregistered equity securities during the covered time period.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

The following documents are included or incorporated by reference as exhibits to this report:

 

Exhibit No.   Identification of Exhibit
     
31.1*   Certification of David Rodgers, Chief Executive Officer and Chief Financial Officer of International Industrial Enterprises, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
     
32.1*   Certification of David Rodgers, Chief Executive Officer and Chief Financial Officer of International Industrial Enterprises, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

 

 

  

*Filed Herewith

 

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SIGNATURES

 

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: June 27, 2012

 

  International Industrial Enterprises, Inc.
  Registrant
   
  By: /s/ David Rodgers
    David Rodgers
    Chairman of the Board
    Chief Executive Officer

 

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