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EX-32.1 - EXHIBIT 32.1 - INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.v311901_ex32-1.htm
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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 June 30, 2011

 

¨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 June 30, 2011 (Unaudited) and  December 31, 2010 3
     
  Consolidated Statements of Operations (Unaudited) For the Three And Six Months Ended June 30, 2011 and 2010 and the period from February 2, 2005 to June 30, 2011 4
     
  Consolidated Statement of Stockholders' Equity (Unaudited) For the Six Months Ended June 30, 2011 5
     
  Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2011 and 2010 and the period from February 2, 2005 to June 30, 2011 6
     
  Notes to Consolidated Financial Statements (Unaudited) 7
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
     
Item 4. Controls and Procedures 10
     
Item 4(T). Controls and Procedures 10
     
PART II - OTHER INFORMATION  
     
Item 1. Legal Proceedings 11
     
Item 1A. Risk Factors 11
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
     
Item 3. Defaults Upon Senior Securities 11
     
Item 4. Submission of Matters to a Vote of Security Holders 11
     
Item 5. Other Information 11
     
Item 6. Exhibits 11
     
Signatures 12

  

2
 

 

Item 1. Financial Statements

 

International Industrial Enterprises, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

 

   June 30,   December 31, 
   2011   2010 
   (Unaudited)     
ASSETS          
Current Assets          
Cash  $-   $79 
Total Current Assets   -    79 
           
Total Assets  $-   $79 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities          
Related party loan  $29,373   $29,373 
Accrued expense   715    - 
Total Current Liabilities   30,088    29,373 
           
Total Liabilities   30,088    29,373 
           
Stockholders' Deficit          
Common stock, par value $.001, 50,000,000 shares authorized; 2,500,000 issued and outstanding at June 30, 2011 and December 31, 2010, respectively.   2,500    2,500 
Additional paid-in capital   40,685    40,685 
Accumulated deficit   (73,273)   (72,479)
Total Stockholders' Deficit   (30,088)   (29,294)
Total Liabilities and Stockholders' Deficit  $-   $79 

 

See accompanying notes to financial statements

 

3
 

 

International Industrial Enterprises, Inc.

(A Development Stage Company)

Consolidated Statements of Operations (Unaudited)

For the Three and Six Months Ended June 30, 2011 and 2010

 

                   Cumulative since 
                   Re-entering the 
                   Development 
   Three Months Ended   Six Months Ended   Stage on 
   June 30,   June 30,   February 2, 2005 
   2011   2010   2011   2010   to June 30, 2011 
Revenue                         
Revenue  $-   $-   $-   $-   $1,462 
                          
Operating expenses                         
General and administrative   252    136    794    597    61,197 
Total operating expenses   252    136    794    597    61,197 
Loss from operations   (252)   (136)   (794)   (597)   (59,735)
                          
Other income/(expense)                         
Interest expense   -    -    -    -    (15,000)
Total other income (expense)   -    -    -    -    (15,000)
Net loss  $(252)  $(136)  $(794)  $(597)  $(74,735)
                          
Basic and diluted loss per common share  $(0.00)  $(0.00)  $(0.00)  $(0.00)     
                          
Weighted average common shares outstanding   2,500,000    2,500,000    2,500,000    2,500,000      

 

See accompanying notes to financial statements

 

4
 

 

International Industrial Enterprises, Inc.

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders' Equity (Deficit)

 

                   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                  (794)   (794)
Balance, June 30, 2011   2,500,000   $2,500   $40,685   $(73,273)  $(30,088)

 

See accompanying notes to financial statements

 

5
 

 

International Industrial Enterprises, Inc.

(A Development Stage Company)

Statements of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2011 and 2010

 

           Cumulative since 
           Re-entering the 
   Six Months Ended   Development Stage 
   June 30,   on February 2, 2005 
   2011   2010   to June 30, 2011 
Cash flows from operating activities               
Net loss  $(794)  $(597)  $(74,735)
Adjustments to reconcile net loss to net cash (used) by provided by operating activities:   -    -    - 
Changes in operating assets and liabilities:               
Accrued expense   715    -    715 
                
Net cash used in operating activities   (79)   (597)   (74,020)
                
Cash flows from investing activities   -    -    - 
                
Cash flows from financing activities               
Proceeds from related party note   -    525    29,373 
Proceeds from stock issuance   -    -    43,185 
    -    -    1,462 
Net cash provided by financing activities   -    525    74,020 
                
Net change in cash   (79)   (72)   - 
Cash at beginning of period   79    125    - 
Cash at end of period  $-   $53   $- 

 

See accompanying notes to financial statements

 

6
 

 

INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to the Unaudited Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2011 and 2010 and the

Period since Re-entering the Development Stage on February 2, 2005 to June 20, 2011

 

NOTE A – CONDENSED FINANCIAL STATEMENTS

 

The unaudited financial statements of International Industrial Enterprises, Inc. as of June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 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, 2010 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.

 

NOTE B – GOING CONCERN

 

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE C – SUBSEQUENT EVENTS

 

Management has reviewed material subsequent events subsequent to the quarter ended June 30, 2011 and prior to the filing of consolidated financial statements in accordance with FASB ASC 855 "Subsequent Events" and has evaluated subsequent events through the date of this filing and determined there is no event to disclose.  

 

7
 

 

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

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

 

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

 

Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

 

GENERAL DESCRIPTION OF BUSINESS

 

International Industrial Enterprises, Inc. was incorporated on November 19, 1976 in the State of Delaware by John C. Prescott, a resident of Las Vegas, Nevada whose purpose was real estate investment, which continued until April 1982 at which time a bankruptcy was declared. The company became dormant until July 29, 1994 when Jose F. Garcia made an offer to purchase the company.

 

Plans to operate a business materialize on June 14, 2004, when Jose F. Garcia, a major stockholder purchased Karlton Management, Inc., whose name was changed to Group One Associates Inc., a Nevada Corporation. Group One Associates, Inc. became an acquisition of our company, when Mr. Garcia made it a capital contribution to our company.

 

8
 

 

The new President Edward V. Stambro had many years of experience in designing and printing tourist maps for tourist oriented locations and work began on tourist maps for Las Vegas.

 

Our Business stalled for eight months due to the demise of our President in October 2006. On June 18, 2007, a new President was elected and our business began anew.

 

While we do not own any printing equipment; we do job-out our printing needs (maps) to established printing companies. Our tourist maps are due to be printed on quality paper stock and our map designs are comical as well as informational.

 

We intend 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 intend 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 are not dependent upon the availability of raw materials and do not have to rely upon any principal suppliers, patents, trademarks, licenses, concessions, royalty agreements and labor contracts.

 

Government regulations and approval are not required nor are there any probable government regulation foreseen in the future.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

 

The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.

 

The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.

 

RESULTS OF OPERATIONS

 

The Company has achieved 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 a net loss of approximately $794 for the six months ended June 30, 2011, compared with a net loss of $597 for the six months ended June 30, 2010.

 

9
 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Since its inception the Company has had limited operating capital, and has relied heavily on debt and equity financing.

 

The financial statements as of and for the period ended on December 31, 2010 expressed their substantial doubt as to the Company's ability to continue as a going concern. Without additional capital, it is unlikely that the Company can continue as a going concern. The Company plans to raise operating capital via debt and equity offerings. However, there are no assurances that such offerings will be successful or sufficient to fund the operations of the Company. In the event the offerings are insufficient, the Company has not formulated a plan to continue as a going concern. Moreover, if such offerings are successful, they may result in substantial dilution to the existing shareholders.

 

CRITICAL ACCOUNTING POLICIES

 

In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.

 

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.

 

10
 

 

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 six months ended June 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

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

 

(b)   REPORTS ON FORM 8-K

 

None.

 

11
 

 

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

 

12