-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MCsvC9YdD4TywPpo1wAwDsnRoAGhlS8gAYZeDcTYYXn25xsNhXb3t09q6KufbSJx moqIayTT3gEC1mLksnHD4g== 0001185185-09-000679.txt : 20090715 0001185185-09-000679.hdr.sgml : 20090715 20090715153803 ACCESSION NUMBER: 0001185185-09-000679 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090531 FILED AS OF DATE: 20090715 DATE AS OF CHANGE: 20090715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS CENTRAL INDEX KEY: 0001430744 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-153899 FILM NUMBER: 09945964 BUSINESS ADDRESS: STREET 1: 1701 E WOODFIELD ROAD STREET 2: SUITE 915 CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 1-800-884-1189 MAIL ADDRESS: STREET 1: 1701 E WOODFIELD ROAD STREET 2: SUITE 915 CITY: SCHAUMBURG STATE: IL ZIP: 60173 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL ENTERPRISE HOLDINGS INC DATE OF NAME CHANGE: 20080326 10-Q 1 internationaldev10q053109.htm internationaldev10q053109.htm


 
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 


FORM 10-Q
 

 

(Mark One)
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended: May 31, 2009
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT: For the transition period from                                         to                                    
 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
(Name of small business issuer in its charter)

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

1701 E. Woodfield Rd. Suite 915, Schaumburg, IL 60173
(Address of principal executive offices and zip code)
 
800-884-1189
Issuer's telephone number:
 
 SEC File Number: 333-153899
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer 
o
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company 
x
(Do not check if a smaller reporting company)      
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes   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: 35,490,000 shares of common stock outstanding as of May 31, 2009.
 
 
 

 
    Page
PART I   FINANCIAL INFORMATION
 
     
Item 1.
3
Item 2.
16
Item 3.
17
Item 4.
17
     
PART II  OTHER INFORMATION
 
     
Item 1.
17
Item 1A.  
17
Item 2.
17
Item 3.
17
Item 4.
17
Item 5.
17
Item 6.
18
 
 

 
 
PART I-FINANCIAL INFORMATION
 
Item 1. Financial Statements



INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

(A Development Stage Enterprise)



Financial Statements
(Unaudit)

As of May 31, 2009 and 2008,
And Cumulative from February 28, 2008 (Inception) to May 31, 2009



 

Table of Contents




 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS, INC
 
(A Development Stage Enterprise)
           
BALANCE SHEETS
           
   
May 31
   
February 28
 
   
2009
   
2009
 
ASSETS
 
Unaudited
       
Current assets:
           
Cash and cash equivalents
  $ 10,810     $ (406 )
Account Receivable
    2,995       -  
Prepaid expense
    -       -  
Total Current Assets
  $ 13,805     $ (406 )
                 
Property, plant and equipment, net
  $ 2,880     $ 3,248  
Other assets:
               
Loan to officers
    -       1,910  
Total Other Assets
  $ -     $ 1,910  
                 
TOTAL ASSETS
  $ 16,685     $ 4,752  
                 
LIABILITIES & EQUITY
               
Current liabilities:
               
Loan from officer
    62,250     $ 69,758  
Account payable
    169,160       155,085  
Credit card payable
    2,140       7,174  
Accrued compensation
    89,375       70,625  
Loans from William Group
    11,500       -  
Deferred revenue
    -       7,730  
Total Current Liabilities
  $ 334,426     $ 310,372  
                 
Stockholders' Equity:
               
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued and outstanding.
               
Common stock, $0.001 par value; 100,000,000 shares
         
issued and outstanding at May 31, 2009.
  $ 35,480     $ 35,480  
Paid-in capital
    284,770       266,020  
Deficit accumulated during the development stage
    (637,991 )     (607,120 )
Total stockholders' equity
    (317,741 )   $ (305,620 )
                 
TOTAL LIABILITIES & EQUITY
  $ 16,685     $ 4,752  



 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS, INC
 
(A Development Stage Enterprise)
                 
STATEMENT OF LOSS
                 
               
Cumulative from
 
               
February 28, 2008
 
   
Three Months
   
Three Months
   
(Date of Inception)
 
   
Ended May 31
   
Ended May 31
   
Through May 31,
 
   
2009
   
2008
     
 2009
 
   
Unaudited
   
Unaudited
   
Unaudited
 
Revenues:
  $ 23,720     $ -     $ 23,720  
Cost of Goods Sold
  $ 10,617     $ -     $ 160,310  
Gross Profit
  $ 13,103     $ -     $ (136,590 )
Operating expenses:
                       
Research and development
    -       -       -  
Professional, consulting and marketing fees
    500       -       234,203  
General and administrative expenses
    43,306       52,361       265,965  
Depreciation and amortization expenses
    368       -       1,533  
Total Operating Expenses
    44,174       52,361       501,701  
Operating Loss
  $ (31,071 )   $ (52,361 )   $ (638,291 )
Interest income, net
  $ 200     $ 100     $ 300  
Interest Expense, net
  $ -     $ -     $ -  
Loss before taxes
  $ (30,871 )   $ (52,261 )   $ (637,991 )
Loss tax expense
  $ -     $ -     $ -  
Net Loss
  $ (30,871 )   $ (52,261 )   $ (637,991 )
                         
Net Loss per common share-Basics
  $ (0.00 )   $ (0.00 )   $ (0.02 )
Net Loss per common share-Diluted
  $ (0.00 )   $ (0.00 )   $ (0.02 )
                         
Basic and diluted weighted average
                       
common shares outstanding   (Note B)
    35,480,000       52,078,457       41,672,314  


 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS, INC
 
(A Development Stage Enterprise)
                         
STATEMENT OF STOCKHOLDERS EQUITY
                   
FOR THE PERIOD ENDED May 31, 2009
                         
                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During the
   
Total
 
   
Common Stock
   
Paid-in
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity
 
                               
 February 28 , 2008
    -     $ -     $ -     $ -     $ -  
                                         
Issued common stocks to founder
                                       
     for cash and subscriptions
                                       
     receivable on 2/28/08
    50,000,000     $ 50,000                     $ 50,000  
                                         
Issued common stocks to Williams
                                       
    for services rendered on 2/28/08
    2,000,000     $ 2,000                     $ 2,000  
                                         
Net loss for the period
                                       
     ended February 29, 2008
                          $ (6,534 )   $ (6,534 )
Balance, February 29 , 2008
    52,000,000     $ 52,000     $ -     $ (6,534 )   $ 45,466  
                                         
Issued common stocks for
                                       
    compensation expense
                                       
    @0.05 per share on 3/21/08
    100,000     $ 100     $ 4,900             $ 5,000  
                                         
Issued common stocks for
                                       
   cash @0.05 per share
    150,000     $ 150     $ 7,350             $ 7,500  
                                         
Issued common stocks for services
                                       
   rendered @0.05 per share
    3,240,000     $ 3,240     $ 158,760             $ 162,000  
                                         
Cancellation of shares by
                                       
    founder for no consideration
    (20,010,000 )   $ (20,010 )   $ 20,010             $ -  
                                         
Contributed capital
                  $ 75,000             $ 75,000  
                                         
Net Loss for the period
                                       
     ended February 28, 2009
                          $ (600,586 )   $ (600,586 )
Balance, February 28, 2009
    35,480,000     $ 35,480     $ 266,020     $ (607,120 )   $ (305,620 )
                                         
Contributed capital
                  $ 18,750             $ 18,750  
                                         
Net Loss for the period
                                       
     ended May 31, 2009
                          $ (30,871 )   $ (30,871 )
Balance, May 31, 2009
    35,480,000     $ 35,480     $ 284,770     $ (637,991 )   $ (317,741 )


 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS, INC
 
(A Development Stage Enterprise)
                 
STATEMENT OF CASH FLOWS
                 
               
Cumulative
 
               
from February
 
               
28, 2008 (Date
 
               
of Inception)
 
   
Three Months
   
Three Months
   
Through
 
   
Ended May 31
   
Ended May 31
   
May 31
 
   
2009
   
2008
   
2009
 
Operating Activities:
 
Unaudited
   
Unaudited
   
Unaudited
 
Net Loss
  $ (30,871 )   $ (52,261 )   $ (637,991 )
Adjustments to reconcile net income to net cash provided by
                 
Operating activities:
                       
Depreciation
    368       61       1,533  
Non-cash portion of share based legal fee expense
    -       -       2,000  
Non-cash portion of share based compensation expense
    -       5,000       5,000  
Non-cash portion of share based consulting expense
    -       -       162,000  
Non-cash issuances of President's contributed capital
    18,750       18,750       93,750  
Write off of offering costs
    -       -       17,199  
Prepaid expense
    -       (6,400 )     -  
Loans to officer
                    (1,910 )
Decrease (Increase) in accounts receivable
    (2,995 )             (2,995 )
Increase (Decrease)  in accrued compensation
    18,750       14,375       89,375  
Increase (Decrease) in account payable
    14,075       -       169,160  
Increase (Decrease) in credit card payable
    (5,034 )     -       2,141  
Increase(Decrease) in deferred revenue
    (7,730 )     -       -  
Net cash provided by operating activities
  $ 5,313     $ (20,475 )   $ (100,738 )
 
Investing Activities:
                       
Property, plant and equipment
    -       (4,413 )     (4,413 )
Net cash provided by investing activities
  $ -     $ (4,413 )   $ (4,413 )
 
Financing Activities:
                       
Proceeds from issuance of common stock
    -       300       32,233  
Proceeds from collection of subscriptions receivable
            25,267       25,267  
Proceeds from officer loans
    (5,598 )     9,407       64,160  
Loans From William Group
    11,500       -       11,500  
Disbursement of deferred offering costs
            (3,000 )     (17,199 )
Net cash provided by financing activities
    5,902     $ 31,974     $ 115,961  
Net increase (decrease) in cash and cash equivalents
  $ 11,215     $ 7,086     $ 10,809  
Cash and cash equivalents at beginning of the year
  $ (406 )     -     $ -  
Cash and cash equivalents at end of year
  $ 10,809     $ 7,086     $ 10,809  


 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO FINANCIAL STATEMENTS


NOTE A- BUSINESS DESCRIPTION

International Development and Environmental Holdings (the Company) is a Nevada corporation with its principal corporate offices in Chicago, Illinois. The Company is 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).

The Company is presented as in the development stage as of May 31, 2009.  The Company’s business activities during its development stage consist solely of corporate formation, raising capital, and attempting to secure environmental remediation contracts.

Going concern

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital and attempting to secure environmental remediation contracts.

Basis of accounting

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.

The Company’s fiscal year end is the last day of the February, i.e., February 28th or 29th.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures.  Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The company as of May 31, 2009 has $ 10,801 cash equivalents.

Property, Plant, and Equipment Depreciation

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to income as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized at cost. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income in the period of disposal. For financial reporting purposes, depreciation is provided on the straight-line method over the estimated useful lives of the depreciable assets. In last fiscal year, the company purchased software cost $ 4,413. As of May, 2009, an accumulate value of $ 1,533 was being depreciated; there was $ 368 depreciation expense recorded in the period of March 1, 2009 to May 31, 2009.

Deferred Offering Costs

At the period ended February 29, 2008, the Company had deferred external costs associated with its planned initial public offering in fiscal 2009, at which time the costs will be charged against the capital raised or upon effectiveness of the offering. And the costs of $ 17,199 have charged to operations at the period ended May 31, 2009. As of May 31, 2009, there was no deferred offering cost.
 
 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO FINANCIAL STATEMENTS
 
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Research and Development

The Company incurs costs on activities that relate to the securing of environmental remediation contracts. Research and development costs are expensed as incurred. The Company has expensed its payments in connection with research and development costs.

Stock-Based Compensation

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) published Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123R”).  SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans.  The provisions of SFAS 123R, as amended, are effective for small business issuers beginning as of the next interim period after December 15, 2005.

The Company has elected to use the modified–prospective approach method. Stock-based compensation expense for all awards granted is based on the grant-date fair values estimated in accordance with the provisions of FAS 123R. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting trenched of each award.

The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate.

The Company measures compensation expense for its non-employee stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.  The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received.  The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.
Basics and Diluted Net Loss Per Common Share

The Company computes per share amounts in accordance with SFAS No. 128, “Earnings per Share”.  SFAS No. 128 requires presentation of basis 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.

As of May 31, 2009, the Company issued one type of shares, i.e., common shares only.  There are no other types securities were issued.  Accordingly, the diluted and basics net loss per common share are the same.

The following table I illustrated the calculations for basics and diluted net loss per common share for the period of March 1 2008 to May 31, 2008, March 1 2009 to May 31, 2009,and cumulative period from February 28, 2008 (Date of inception) through May 31, 2009.


Table I

Period Ended May 31, 2008
 
Loss available to common stockholders
          $ (52,261 )
                               
       
Activity
   
Shares Outstanding
   
Days
   
Weighted Average Share
 
                               
3/1/2008
 
3/20/2008
    -       52,000,000       20       11,304,348  
3/21/2008
 
5/28/2008
    100,000       52,100,000       69       39,075,000  
5/29/2008
 
5/31/2008
    6,000       52,106,000       3       1,699,109  
                                     
Total
                        92       52,078,457  
                                     
Basic & Diluted Net Loss Per Common Share
            $ (0.00 )



INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basics and Diluted Net Loss Per Common Share (Continued)

Period Ended May 31, 2009
 
Loss available to common stockholders
          $ (30,871 )
                 
       
Activity
   
Shares Outstanding
   
Days
   
Weighted Average Share
 
3/1/2009
 
5/31/2009
    -       35,480,000       92       35,480,000  
Total
                        92       35,480,000  
Basic & Diluted Net Loss Per Common Share
            $ (0.00 )

 
 
 

 
Cumulative Period From February 28 2008 to May 31, 2009
 
Loss available to common stockholders
          $ (637,991 )
                               
       
Activity
   
Shares Outstanding
   
Days
   
Weighted Average Share
 
2/28/2008
 
2/28/2008
    52,000,000       52,000,000       1       113,290  
2/29/2008
 
3/20/2008
    -       52,000,000       21       2,379,085  
3/21/2008
 
5/28/2008
    100,000       52,100,000       69       7,832,026  
5/29/2008
 
7/14/2008
    78,000       52,178,000       47       5,342,845  
7/15/2008
 
8/13/2008
    2,018,000       54,196,000       30       3,542,222  
8/14/2008
 
8/24/2008
    (20,010,000 )     34,186,000       11       819,272  
8/25/2008
 
2/28/2009
    1,294,000       35,480,000       188       14,532,113  
3/1/2009
 
5/31/2009
    -       35,480,000       92       7,111,460  
Total
                        459       41,672,314  
                                     
Basic & Diluted Net Loss Per Common Share
            $ (0.02 )


The equation from computing basic and diluted EPS is: Income available to common shareholders/Weighted-average shares
 
 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO FINANCIAL STATEMENTS


NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues

The Company will recognize revenue from the contracts they enter into for environmental remediation and recognize revenue in accordance with the terms of those contracts.  As of May 31, 2009, $ 23,720 revenue was recognized.

Cost of Goods Sold

At the period ended May 31, 2009, an amount of $ 10,617 Cost of Goods Sold was recorded for the projects performing.

Accounts Receivable

The Company when it will conduct business will extend credit based on an evaluation of the customers’ financial condition, generally without requiring collateral. Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company will monitor exposure to credit losses and maintain allowances for anticipated losses considered necessary under the circumstances. The Company has Account Receivable of $ 2,995 as of May 31, 2009.

Income Tax

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.
Operating Expense

As of May 31, 2009, the company has a total operating expense of $ 44,174.

Details are listed in Table below:
 
Expense
 
5/31/2009
 
   
Transfer Agent Service Fee
  $ 3,275.00  
   
Bank Service Charges
$ 836.50  
   
Compensation Expense
  $ 37,500.00  
   
Depreciation Expense
  $ 368.00  
   
Miscellaneous
  $ 198.30  
   
Office Supplies
  $ 191.89  
   
Printing and Reproduction
  $ 48.15  
   
Professional Fees
       
     
Accounting
    -  
     
Legal Fees
    500.00  
   
Total Professional Fees
  $ 500.00  
   
Rent
  $ 787.50  
   
Travel & Entertainment
       
     
Airfare
    -  
     
Auto
    104.44  
     
Lodging
    131.99  
     
Meals
    202.19  
     
Entertainment
    30.00  
   
Total Travel & Entertainment
  $ 468.62  
 
Total Expense
  $ 44,173.96  



INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO FINANCIAL STATEMENTS


NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounts Payable

The Company incurred accounts payable $169,160, included professional fee of $16,000 and cost of goods sold of $153,160, respectively.

The professional fee is consists of $12,000 payable to Williams Law Group for legal fee and $4,000 for 10-Q review fee to KBL, LLP.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) has recently issued several new accounting pronouncements, which may apply, to the Company at present, or in the proceeding months as operations expand.

In July 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), and supplemented by FASB Financial Staff Position FIN 48-1, Definition of Settlement in FASB Interpretation No. 48, issued May 2, 2007.  FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions.  FIN 48 is effective for fiscal years beginning after December 15, 2006 and as a result, is effective for the Company in the fiscal year 2008.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”).  SFAS 157 defines fair value, establishes a framework for using fair value assets and liabilities, and expends disclosures about fair value measurements.  This statement applies whenever other statements require or permit assets or liabilities to be measured at fair value.  SFAS 157 is effective for fiscal years beginning after November 15, 2007.  The management believes that there is no material impact on its consolidated results of operations, cash flows, and financial position.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, Quantifying Financial Misstatements (“SAB 108”), which expresses the Staff’s views regarding the process of quantifying financial statement misstatements.  Registrants are required to quantify the impact of correcting all misstatements, including both carryover and reversing effects of prior year misstatements, on the current year financial statements.  The financial statements would require adjustment when either approach results in quantifying a misstatement that is material, after considering all relevant quantitative and qualitative factors.  SAB 108 is effective for financial statements covering the first fiscal year ending after November 15, 2006.  The management believes that there is no material impact on its consolidated results of operations, cash flows, and financial position.

In December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) 110 Share-Based Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, “Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of the expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. SAB 110 is effective January 1, 2008 which the Company adopted upon its inception. The Company currently uses the “simplified” method to estimate the expected term for share option grants to employees as it does not have enough historical experience to provide a reasonable estimate. The Company will continue to use the “simplified” method until it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. The Company does not expect SAB 110 will have a material impact on its balance sheet, statement of operations and cash flows.
 
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement No. 141R, Business Combinations. Statement No. 141R modifies the accounting and disclosure requirements for business combinations and broadens the scope of the previous standard to apply to all transactions in which one entity obtains control over another business.

In December 2007, the FASB issued SFAS No. 160 Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, this Statement amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is required to be adopted simultaneously with SFAS 141R and is effective for reporting periods on or after December 15, 2008. An earlier adoption is not permitted. Currently, the Company does not have any non-controlling interests and accordingly, the adoption of SFAS 160 is not expected to have a material impact on our financial position, cash flows or results of operations.

 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS

Loans from Officer and Shareholder

As of May 31, 2009, the shareholder William Group loans $ 11,500 and the founder and officer, Philip J. Huseyinof, loans $ 62,250 to the Company to continuing operating.

Accrued Compensation

As of May 31, 2009, the company has a total of $ 89,375 accrued compensation for COO, Ronald Hardesty started from March 21, 2008 to May 31, 2009.

During the period March 1, 2008 to May 31, 2009, the Company’s President and founding shareholder, Philip J. Huseyinof, has provided services to the Company without the expectation of receiving any compensating payment. The value of these services was estimated at $93,750, based upon the value of another executive officer of the Company presently under contract. Accordingly, the Company has recorded the value of these services as a charge to operations and a corresponding credit to Paid in Capital in these accompanying financial statements.

Operating Leases
  
The Company entered into three leases for its corporate offices under terms of non-cancelable operating leases. The first lease term is from June 1, 2008 through May 31, 2009 and requires a $3,458 monthly lease payment. The second lease consists of a sublease of office space from a related party, which is a business affiliated with the Company’s founding shareholder, officer and director. The sublease term runs from August 1, 2008 through January 31, 2010 and requires a $1,464 monthly lease payment. The third lease consists of a sublease of office space. The sublease term runs from September 1, 2008 through August 31, 2009 and required the issuance of 10,000 shares of Company common stock as consideration for the entire lease term.  The value of the common stock was at $.05 per share or $500.

NOTE D – SHAREHOLDERS’ EQUITY

Common Stock

On February 28, 2008 (date of inception) the Company issued 50,000,000 shares of common stock to its founder at $ 0.001 per share or $50,000 in initial capital ($ 24,733 cash and $ 25,267 subscription receivable) to fund the Company’s development efforts.

Additionally on February 28, 2008, the Company issued 2,000,000 shares of common stock for legal services rendered which were valued at $2,000 based on the $ 0.001 value of the shares issued at.

On March 21, 2008, the company issued 100,000 shares at a value of $ 0.05 per share to one of the officer for compensation expense upon to the employment agreement at a total value of $ 5,000.

During the period March 1, 2008 through May 31, 2009, the Company issued an additional 150,000 shares of common stock at $0.05 per share in a private placement raising an aggregate of $7,500, and issued 3,240,000 shares of stock at the $0.05 value for consulting services rendered at a value of $162,000.

The Company’s founder returned 20,010,000 shares of common stock to the Company for no consideration of cancellation on August 14, 2008.

During the period of March 1, 2009 to May 31, 2009, the Company issued no additional shares.

Therefore, as of May 31, 2009, there were a total of 35,480,000 common shares outstanding.

Amendments to Corporate Articles of Incorporation
 
On February 28, 2008, the Company was originally incorporated with 200,000,000 shares of common stock authorized with a $.0001 par value and 20,000,000 shares of preferred stock with a $.0001 par value. On March 20, 2008, the Company amended its articles to 900,000,000 shares of common stock authorized with a $.0001 par value and 600,000,000 shares of preferred stock with a $.0001 par value. Finally, on May 12, 2008, the Company amended its articles to its present form with 100,000,000 shares of common stock authorized with a $.001 par value and 25,000,000 shares of preferred stock authorized with a $.001 par value.

All references in the accompanying financial statements to the number of common and preferred shares, par values and per share amounts have been retroactively adjusted to reflect these amendments.
 
 
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS

NOTES TO FINANCIAL STATEMENTS
 
 
NOTE D – SHAREHOLDERS’ EQUITY (Continued)
 
Contributed Capital

For the period ended May 31, 2009, the Company’s President and founding shareholder has provided services to the Company without the expectation of receiving any compensating payment. The value of these services was estimated at $18,750, based upon the value of another executive officer of the Company presently under contract. Accordingly, the Company has recorded the value of these services as a charge to operations and a corresponding credit to Paid in Capital in these accompanying financial statements.
 
NOTE F - GOING CONCERN

As shown in the financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern, the Company has incurred operating losses of $ 30,871 and $52,261 in the 3 months ended May 31, 2009 and 2008; and a cumulative losses $ 637,991 for the period February 28, 2008 (date of inception) through May 31, 2009.

The Company is currently in the development stage and their activities consist solely of corporate formation, raising capital, and attempting to secure environmental remediation contracts.

There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plan in this regards, include seeking environmental remediation contracts from potential clients and raising additional funds through a private placement offering of the Company’s common stock. As of May 31, 2009, the Company has raised revenue of $ 23,720. Management believes that the Company’s business development and capital raising activities will provide them with the ability to continue as a going concern.

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

 
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.
  
PLAN OF OPERATIONS

We engage primarily in environmental remediation activities.

Since inception, we have completed two contracts.  The first is Alliance Petroleum in Bedford Park, Illinois on completed on December 15, 2008.  We are in the process of a formal request for reimbursement to the State of Illinois for this project and should have this completed within the next few weeks and should have a response and acceptance from the Illinois EPA within 120 days.

The second contract is Park Forest Marathon in Park Forest, Illinois on November 26, 2008.  We are in the process of a formal request for reimbursement to the State of Illinois for this project and should have this completed within the next few weeks and should have a response and acceptance from the Illinois EPA within 120 days.

In addition, we have 16 remediation contracts that we are awaiting funding to commence..

Development Stage Revenues and Expenditures

Development stage revenues during the period from inception on February 28, 2008 to May 31, 2009 were $23,720.  Development stage expenditures during the period from inception on February 28, 2008 to May 31, 2009 were $501,701, which consisted primarily of professional, consulting and marketing fees of $234,203 and general and administrative expenses $265,965 related to our formation, our registration statement and related expenses of becoming and being a public company and initial operations; and $160,310 in cost of sales related to our operations.
 
Financial Condition, Liquidity and Capital Resources

Our principal capital resources have been acquired through the sale of shares of our common stock and loans from our president.

At May 31, 2009, we had total assets of $16,685 consisting of cash, property and equipment and deposits.

At May 31, 2009, our total liabilities were $334,426, consisting of loans from officer and shareholder, accounts payable, credit card payable, accrued compensation, and deferred revenue.

Cash Requirements

We intend to provide funding for our activities, if any, through a combination of the private placement of our equity securities, the public sales of equity securities and borrowing from commercial lenders or our president. Our president has orally agreed to provide us necessary funding to maintain minimal operations and fund the cost of our becoming a public company at interest of 5%, payable upon demand. At May 31, 2009, the amount advanced was $62,250. He is not obligated to do make any further advances. We have no agreement, commitment or understanding to secure any such funding from any other source.

We have no cash and are continuing operations by minimizing expenditures to the maximum extent possible and through the forbearance of our creditors.  We are also focusing on short term Phase I, Phase II and tank inspections that reimburse in a shorter period of time.

We have a loan agreement with two private lenders to advance us up to $75,000 in stages through September 30, 2009.  At May 31, 2009, $11,500 had been advanced.  The Due Date is the earlier of: (i) the collection of Receivables by Borrower, (ii) a Change in Control Transaction of Borrower, or (iii) December 31, 2009.   Change in Control means any transaction pursuant to which more than 50% of the voting rights of the stock of Borrower are transferred, directly or indirectly, to any person, firm or entity.
 

Our independent auditors have indicated that there is substantial doubt about our ability to continue, as a going concern, over the next twelve months.  There is uncertainty regarding our ability 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.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk
 
Not Applicable
 
Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

As of May 31, 2009, under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures as of May 31, 2009 and concluded that our disclosure controls and procedures were ineffective as of May 31, 2009 due to the following:  We did not maintain effective controls to ensure appropriate segregation of duties as the same employees were responsible for the initiating and recording of transactions, thereby creating segregation of duties weaknesses. The material weakness relates to the lack of segregation of duties in that our CEO and CFO are the same person.  In the preparation of financial statements, footnotes and financial data all of our financial reporting is carried out by our Chief Financial Officer, and we do not have an audit committee or independent CEO to monitor or review the work performed.   We are, in fact, a small, relatively simple operation from a financial point of view.  The lack of segregation of duties results from lack of a separate Chief Financial Officer with accounting technical expertise necessary for an effective system of internal control.  In order to mitigate this material weakness to the fullest extent possible, as soon as our finances allow, we will hire an independent Chief Financial Officer.

There were no changes in our internal control over financial reporting during the fiscal quarter ended May 31, 2009, 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. Submission of Matters to a Vote of Security Holders.
 
None
 
Item 5. Other Information.
 
None
 
 
Item 6. Exhibits

 
 
 
 
 

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
 
       
July 15, 2009
By: 
/s/ Philip J. Huseyinof       
 
   
Philip J. Huseyinof
Chairman and CEO
 
 
July 15, 2009
By
/s/ Ronald Hardesty             
 
   
Ronald Hardesty
Principal Financial and Principal Accounting Officer
 

 
 
 
EX-31.1 2 ex31-1.htm ex31-1.htm
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(CHAPTER 98, TITLE 15 U.S.C. SS. 7241)
 
I, Philip Huseyinof, certify that:

1. I have reviewed this Quarterly Report for the quarter ended May 31, 2009 on Form 10-Q of International Development and Environmental Holdings;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in the report on Form 10-Q for the quarter ended May 31, 2009, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 15, 2009
 
/s/ Philip Huseyinof     
Philip Huseyinof, CEO

 
 
EX-31.2 3 ex31-2.htm ex31-2.htm
 
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER OF
INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(CHAPTER 98, TITLE 15 U.S.C. SS. 7241)
 
I, Ronald Hardesty, certify that:

1. I have reviewed this Quarterly Report for the quarter ended May 31, 2009 on Form 10-Q of International Development and Environmental Holdings;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in the report on Form 10-Q for the quarter ended May 31, 2009, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 15, 2009
 
/s/ Ronald Hardesty                   
Ronald Hardesty, Interim CFO

 
EX-32.1 4 ex32-1.htm ex32-1.htm
 
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the quarterly report of International Development and Environmental Holdings (the “Company”) on Form 10-Q for the period ended May 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Philip Huseyinof
Name:
Philip Huseyinof
Title:
President, Chief Executive Officer
 
July 15, 2009
 
A signed original of this written statement required by Section 906 has been provided to International Development and Environmental Holdings and will be retained by International Development and Environmental Holdings and furnished to the Securities and Exchange Commission or its staff upon request.
EX-32.2 5 ex32-2.htm ex32-2.htm
Exhibit 32.2
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the quarterly report of International Development and Environmental Holdings (the “Company”) on Form 10-Q for the period ended May 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: July 15, 2009
 
/s/ Ronald Hardesty     
Ronald Hardesty, Interim CFO
 
July 15, 2009
 
A signed original of this written statement required by Section 906 has been provided to International Development and Environmental Holdings and will be retained by International Development and Environmental Holdings and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
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