U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K




(Mark
One)


x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
Fiscal Year Ended: February 28, 2010





OR





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




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.
      employerof
      incorporation or organization)
                    
                    identification
      number)





1701 E. Woodfield Rd. Suite 915, Schaumburg, IL 60173(Address
      of principal executive offices and zip
code)




800-884-1189Issuer's
      telephone number:





SEC
File Number: 333-153899




Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  Yes oNo  x




Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act.  Yes   o No   x




Indicate by check mark whether the
registrant (1) has 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 registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes  xNo  o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o




Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large Accelerated
      Filer  o
              Accelerated
      Filer
              oNon-accelerated
      Filer    o
              Smaller
      Reporting Company
              x(Do
      not check if a smaller reporting company.)




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




The
aggregate market value of the Registrant’s Common Stock held by non-affiliates
of the Registrant (based upon the closing price of the Registrant’s Common Stock
as of August 31, 2009) was approximately $214,000 (based on 4,280,000 shares of
common stock outstanding held by non-affiliates on such date). Shares of the
Registrant’s Common Stock held by each executive officer and director and by
each entity or person that, to the Registrant’s knowledge, owned 5% or more of
the Registrant’s outstanding Common Stock as of August 31, 2009 have been
excluded in that such persons may be deemed to be affiliates of the Registrant.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes.




The
number of outstanding shares of the Registrant’s Common Stock, $0.001 par
value, was 35,480,000 shares as of June 1, 2010.





DOCUMENTS
INCORPORATED BY REFERENCE





None





TABLE OF
CONTENTS





Part
      I
                  
                  3Item
      1. Description of Business.
                  
                  3Item
      2. Description of Property.
                  
                  8Item
      3. Legal Proceedings.
                  
                  8Item
      4. (Removed and Reserved.)
                  
                  8PART
      II
                  
                  8Item
      5. Market for Common Equity and Related Stockholder
    Matters.
                  
                  8Item
      6.  Selected Financial Data
                  
                  10Item
      7. Management's Discussion and Analysis or Plan of
    Operation.
                  
                  11Item
      7A.  Quantitative and Qualitative Disclosures about Market
      Risk.
                  
                  13Item
      8. Financial Statements.
                  
                  F-1Item
      9. Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure.
                  
                  14Item
      9A(T).  Controls and Procedures
                  
                  14ITEM
      9B. OTHER INFORMATION
                  
                  15PART
      III
                  
                  15Item
      10. Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act.
                  
                  15Item
      11. Executive Compensation.
                  
                  17Item
      12. Security Ownership of Certain Beneficial Owners and
      Management.
                  
                  20Item
      13. Certain Relationships and Related Transactions.
                  
                  21Item
      14. Principal Accounting Fees and Services
                  
                  21Item
      15. Exhibits, Financial Statement Schedules
                  
                  21


2




Part
I




Item
1. Description of Business.




Organization




We were
incorporated as Global Enterprise Holdings, Inc. in Nevada on February 28,
2008 and changed our name to International Development and Environmental
Holdings on June 16, 2008. We also do business under the name Global Environment
Company.





Since
inception, we have completed two contracts.  The first is Alliance
Petroleum in Bedford Park, Illinois and the second contract is Park Forest
Marathon in Park Forest, Illinois.  In addition, we have over 20
additional contracts for which we have not commenced work.





An
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as the “Merger Agreement”)
dated as of January 8, 2010 was entered into by and between INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS, a corporation existing under the laws of
Nevada (“IDEH”)
and PETROCOM ENERGY LIMITED, a Cayman Islands corporation (the “Target”).





The
closing of the transactions contemplated by the Merger Agreement is subject to a
number of conditions precedent including, but not limited to, (i) the validity
of certain representations and warranties as of closing, (ii) the approval by
the shareholders of both IDEH and Target, and (iii) the completion of the sales
of substantially all of the assets and business of IDEH to a new entity to be
formed by certain existing shareholders and directors of IDEH in a related party
transaction. All members of the Board of Directors of IDEH that voted to approve
the Merger Agreement have agreed to vote the shares that they and their
affiliates hold in IDEH in favor of the merger.





The
principal terms of the Agreement are as follows:





Conversion to a Cayman
Islands exempted company.




Upon the
written request of the Target, IDEH shall (i) register by way of continuation as
an exempted company under the Cayman Islands Companies Law (2009 Revision) (the
“Companies
Law”) and thereupon continue its existence, without interruption, in the
organizational form of a Cayman Islands exempted company (“IDEH Cayman”) rather
than a Nevada company (the “Conversion”).  The
Conversion shall become effective at the later of (1) the time of issuance by
the Cayman Islands of a certificate of registration by way of continuation as an
exempted company and (2) the time of issuance of a certificate recognizing the
Conversion by the Nevada Corporate Commission in accordance with the Nevada
Corporate Code (the “Conversion Effective
Time”).





Merger with
Target.




As soon
as reasonably practicable after the Conversion Effective Time (the “Merger Effective
Time”), the Target and IDEH Cayman shall consummate a merger (the “Merger”) pursuant to
which (i) Target shall be merged with and into IDEH Cayman and the separate
corporate existence of Target shall thereupon cease, (ii) IDEH Cayman shall
be the successor or surviving corporation in the Merger and shall continue to be
governed by the Laws of the Cayman Islands.


3


Conversion of Target
Ordinary Shares and Merger Consideration.




As of the
Merger Effective Time, by virtue of the Merger and without any action on the
part of the holders of any ordinary or preferred shares to acquire ordinary
shares of Target (collectively “Target Shares”), or
of IDEH:




·
            Each
      outstanding share of IDEH common stock shall remain outstanding and shall
      constitute the issued and outstanding shares of ordinary shares of the
      Surviving Corporation.





·
            In
      connection with the acquisition by merger of Target, the existing
      shareholders of the Target shall collectively receive 28,975,334 newly
      issued ordinary shares of the Surviving
  Corporation.





·
            Immediately
      following the Merger, the existing shareholders of IDEH shall collectively
      own approximately 2.0% of the enlarged share capital of the Surviving
      Corporation.





·
            In
      the event that there are dissenting shareholders among the shareholders of
      either IDEH Cayman or Target, IDEH Cayman and Target shall comply with
      Section 238 and 230 of the Companies Law with respect to repurchase of the
      shares of such dissenting shareholders by cash or cash
      equivalent.




Break-up
Fees.




·
            It
      is contemplated that if Target conducts a transaction on or before the
      contemplated closing date or any extended closing date by which more than
      US$15,000,000 of equity and/or debt capital is raised by Target, and a
      written condition of such a transaction is that Target may not complete
      the Merger with IDEH (a “Capital raise
      Transaction”), the Target will pay to IDEH US$200,000 in value of
      Target’s common shares.





·
            It
      is also contemplated that if on or before the contemplated closing date or
      any extended closing date, the Target completes any transaction involving
      a merger, consolidation, change of control, business combination of
      Target, other than the transactions contemplated by the Merger Agreement
      or any transaction other than a Capital Raise Transaction, the Target
      shall pay to IDEH the equivalent of US$300,000 in share value of Target’s
      common shares.




The
Merger Agreement also contains provisions concerning:





·
            Exchange
      of Warrants.





·
            Lock-up
      Agreement for majority shareholders of
IDEH.





·
            Reverse
      Stock Split.





·
            Indemnification
      of Target by principal shareholders of
IDEH


4


The
Closing Date under the Merger Agreement has passed and there is substantial
doubt the merger will close.





Business





Despite
our doubts regarding completion of the Merger Agreement, we have continued our
operational activities by, among other things, securing the services of counsel
and consultants to continue to investigate and prosecute reimbursement claims
for our completed projects, negotiating with creditors, assessing our options
with respect to our other contracts and continuing to explore all options to
enhance shareholder value.





There is
substantial doubt about our ability to continue, as a going concern, over the
next twelve months.





Our
primary environmental remediation activities are as follows:





o
            We
      prepare for ourselves and third parties property risk assessment and due
      diligence reports as Phase I Environmental Site Assessment
      Process.





o
            We
      perform site subsurface geological investigation (soil and water) as Phase
      II Environmental Site Assessment
Process.





o
            We
      undertake site remediation. We offer the traditional “dig and haul”
      remediation in which contaminated soil is dug up and hauled away to be
      disposed. We are also able to offer a remediation technique in soil and
      groundwater known as bioremediation, utilizing enzymes and colloid
      solutions. Other types of remediate services are microbiological fungus
      (mold), asbestos contained materials (ACM), Polychlorinated Biphenyls
      (PCBs), and lead base paint (LBP).




A.
Reports




i. Phase I Environmental
Site Assessments




Because
real estate transactions and loans are subject to increasing scrutiny regarding
potential liabilities, related to the presence of hazardous substances, we
perform Phase I assessments regarding potential liabilities related to the
presence of hazardous substances on real properties.




Typically,
Phase I assessments include the following tasks:




o
            Review
      of pertinent geologic and hydrologic literature and
  maps.


o
            Review
      of historical aerial photographs and archival land use
    maps.


o
            Review
      of federal, state, county, and municipal records of known and suspected
      hazardous waste release sites at the subject property and/or within the
      immediate surrounding areas.


o
            Reconnaissance
      of the subject property and the immediate surrounding areas. The site
      reconnaissance includes conducting interviews with past and present
      property owners and managers to assess past and present operations and
      maintenance procedures.


5


o
            Contact
      of local regulatory agencies regarding past site use, notices of
      violation, suspected problems, and noncompliance
  issues.


o
            Preparation
      of a summary report including our investigative methods, findings,
      photographs, conclusions, and, if warranted, recommendations for
      additional work.




In
addition, we also provide title searches and asbestos testing, PCB
identification, and lead-based paint surveys as part of the Phase I
assessment.




ii. Phase II Subsurface
Environmental Investigations




Phase II
Investigations involve subsurface investigation and testing. The primary
objective of conducting subsurface environmental investigations for real
property is to:





o
            document
      the presence or absence of unauthorized hazardous substances/waste
      releases,


o
            delineate
      the extent of past and present contaminant migration and concentrations in
      soil and groundwater, and


o
            determine
      site-specific hydrogeologic data for assessing risk and potential remedial
      action alternatives.




We
conduct a subsurface investigation of the property and obtain, preserve, and
forward samples for laboratory analysis.





iii. Brownfield
Revitalization Analyses





We are
engaged in attempting to secure contracts for Brownfield Revitalization
analyses, determining the best use for the property after it is remediated. For
example, depending upon the intended use of the property, we may choose
different remediation programs. Some uses, such as those not involving food or
child care, do not require the level of remediation as others.





B. Site
Remediation




We are
engaged in remediation to correct issues identified in the Phase I and Phase II
analysis, as follows:




o
            Soil
      contamination.


o
            Surface
      and groundwater contamination.


o
            Recovery
      of liquid-phase hydrocarbons.


o
            Groundwater,
      leaching, and gas migration
studies.




Marketing





We market
through our officers and their personal contacts.





Competitive Business
Conditions





The
remediation market is composed of a substantial number of companies. Many
remediation companies are large construction management firms that mainly
provide low-technology solutions that move soils to treatment centers or
landfills. We believe the trend is toward smaller and higher-tech
companies.


6


Several
mid-sized, full-service remediation companies are poised to compete with the
larger remediation firms by using innovative technology as a differentiator. One
such company has also branded a calcium peroxide-based, slow-oxygen-release
product as a key technology. This technology may compete with our company on
specific sites.




There are
several smaller remediation companies that would have a similar client base to
our company. However, the quality of many smaller-sized implementers’ work has
become an issue amongst industry and regulatory agencies because of a lack of
focus. Their range of services and their implementation of “one remedy fits all”
are in line with the larger remediation market, where excavation and removal is
the clear choice.




Several
other smaller remediation companies provide a menu of new technologies,
including chemical oxidation methods. Generally, they are regional companies
with one office and limited capabilities.





We
believe the trend in environmental remediation is moving toward more
sophisticated cleanup operations that emphasize risk and liability management.
The trend is moving away from specialization reflecting that a team should be
able to solve more than one problem or use one technology. This trend benefits
smaller firms that can provide niche services to the larger remediation
companies that dominate the market.





We
compete by:





o
            Focusing
      our competitive efforts on more complex issues where simple solutions,
      such as excavation, are not
effective.





o
            Promoting
      the advantages of our remediation
efforts.





o
            Having
      a company with the synergy of four separate, but related operating
      divisions.





o
            Having
      a diverse company that’s not dependant on only one revenue
      stream.





Intellectual
Property





We have
no intellectual property except our trade names.





Research and
Development





We have
not incurred any research or development expenses.





Employees





We have
two part-time employees, both involved in management.




We have
no collective bargaining agreement with our employees.  We consider
our relationship with our employees to be excellent.


7


Additional
Information




We are a
public company and file annual, quarterly and special reports and other
information with the SEC. We are not required to, and do not intend to, deliver
an annual report to security holders. You may read and copy any document we file
at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.
20549. You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference room. Our filings
are also available, at no charge, to the public at http://www.sec.gov.




Item
2. Description of Property.





Office
space is currently provided by our officers at no charge.





We do not
intend to renovate, improve, or develop properties. We are not subject to
competitive conditions for property and currently have no property to insure. We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.




Item
3. Legal Proceedings.





None.  However,
several creditors have referred their debts to collection agencies that have
indicated an intention to commence legal action if not promptly
paid.  We do not currently have sufficient resources to pay these
creditors.  No legal actions have been filed.  Such actions,
if commenced, could have a material adverse affect on our financial
condition.




Item
4. (Removed and Reserved.)




PART
II




Item
5. Market for Common Equity and Related Stockholder Matters.





Market
Information





There is
no established public trading market for the Company’s shares of common stock.
Quotations may be obtained by researching the stock symbol “IDEH.” Various
Internet quotation services detail information about daily transaction volume
and price. One such service is the OTC Bulletin Board (www.otcbb.com) where
a list of market makers is also detailed. The high and low range of actual
transactions using the daily ending price, by quarters, for the fiscal years
2009 and 2010.


8





High
                          
                          
                          LowDecember
      1, 2009 – February 28, 2010
                          
                          $
                          .10
                          
                          
                          $
                          .05September
      1, 2009 – November 30, 2009
                          
                          $
                          .10
                          
                          
                          $
                          .05June
      1, 2009 – August 31, 2009
                          
                          $
                          .10
                          
                          
                          $
                          .05March
      1, 2009 – May 31, 2009
                          
                          $
                          .10
                          
                          
                          $
                          .05December
      1, 2008 – February 28, 2009
                          
                          $
                          .10
                          
                          
                          $
                          .05September
      1, 2008 – November 30, 2009
                          
                          $
                          .05
                          
                          
                          $
                          .05





The above
quotations may not reflect inter-dealer prices and should not be considered
over-the-counter market quotations as that term is customarily
used.





Options, Warrants,
Convertible Securities





We have
no outstanding warrants or options as of April 14, 2010.





Recent Sale of
Securities





None





Penny Stock
Considerations





Our
shares are "penny stocks" as that term is generally defined in the Securities
Exchange Act of 1934 to mean equity securities with a price of less than $5.00.
Our shares thus are subject to rules that impose sales practice and disclosure
requirements on broker-dealers who engage in certain transactions involving a
penny stock.





Under the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer or accredited investor must make a special
suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $100,000 individually or
$300,000 together with his or her spouse is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required
to:





o Deliver, prior to
any transaction involving a penny stock, a disclosure schedule prepared by the
Securities and Exchange Commissions relating to the penny stock market, unless
the broker-dealer or the transaction is otherwise exempt;


o Disclose
commissions payable to the broker-dealer and our registered representatives and
current bid and offer quotations for the securities;


o Send monthly
statements disclosing recent price information pertaining to the penny stock
held in a customer's account, the account's value and information regarding the
limited market in penny stocks; and


o Make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction,
prior to conducting any penny stock transaction in the customer's
account.


9


Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements could impede
the sale of our securities, if our securities become publicly traded. In
addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities.





As of May
31, 2010, there were approximately 18 stockholders of record of the common stock
(not including the number of persons or entities holding stock in nominee or
street name through various brokerage firms) and 35,480,000 outstanding shares
of common stock.




Dividends




We have
never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the Board of Directors considers
relevant.


There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:




·
            we
      would not be able to pay our debts as they become due in the usual course
      of business; or





·
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of stockholders who have
      preferential rights superior to those receiving the distribution, unless
      otherwise permitted under our articles of
  incorporation.




Securities Authorized for
Issuance Under Equity Compensation Plans




IDEH had
no equity compensation plans in place as of February 28, 2010.




Item
6.  Selected Financial Data





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.


10




Item
7. Management's Discussion and Analysis or Plan of Operation.


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 herein and 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.





The
following discussion of our financial condition and results of operations should
be read in conjunction with the Financial Statements and Notes to the Condensed
Consolidated Financial Statements appearing elsewhere in this
report.





PLAN OF
OPERATIONS





We have
engaged primarily in environmental remediation activities.





We were
incorporated as Global Enterprise Holdings, Inc. in Nevada on February 28,
2008 and changed our name to International Development and Environmental
Holdings on June 16, 2008. We also do business under the name Global Environment
Company.





Since
inception, we have completed two contracts.  The first is Alliance
Petroleum in Bedford Park, Illinois and the second contract is Park Forest
Marathon in Park Forest, Illinois.  In addition, we have over 20
additional contracts which we have not commenced.





An
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as the “Merger Agreement”)
dated as of January 8, 2010 was entered into by and between INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS, a corporation existing under the laws of
Nevada (“IDEH”)
and PETROCOM ENERGY LIMITED, a Cayman Islands corporation (the “Target”).





The
Closing Date under the Merger Agreement has passed and there is substantial
doubt the merger will close.





However,
we have continued our operational activities by, among other things, securing
the services of counsel and consultants to continue to investigate and prosecute
reimbursement claims for our completed projects, negotiating with creditors,
assessing our options with respect to our other contracts and continuing to
explore all options to enhance shareholder value.


11


Development Stage Revenues
and Expenditures




Development
stage revenues during the period from inception on February 28, 2008 to February
28, 2010 were $45,525.  Development stage expenditures during the
period from inception on February 28, 2008 to February 28, 2010 were $735,387,
which consisted primarily of professional, consulting and marketing fees of
$322,234 and general and administrative expenses of $410,516, 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.  This resulted in a net loss since inception of
$735,845.




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 current officers and directors.





At
February 28, 2010, we had total assets of $2,429 consisting of
cash.





At
February 28, 2010, our total liabilities were $380,524, consisting of loans from
management, accounts payable and deferred revenue.





Cash
Requirements





We intend
to provide funding for our activities, if any, through collection of potential
receivables from our remediation activities and borrowing from our current
officers and directors.





We have a
loan agreement with two private lenders who have now become our officers and
directors to advance us up to $75,000 in stages through September 30,
2009.  At February 28, 2010, $131,788 had been advanced, $58,448 by
one officer and $73,340 by the other.  The originally 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 current
officers and directors have waived the due date of the loan and indicated they
will continue to provide us funding under the above loan agreement and to
increase the amount agreed to be advanced and extend the due date as necessary
to continue our current operations.  We have no agreement, commitment
or understanding to secure any such funding from any other source.





We have
$2,429 of cash at February 28, 2010 and $32,943 in cash at June 11,
2010.  We are continuing operations by minimizing expenditures to the
maximum extent possible and through the forbearance of our
creditors.  We are focusing on collection of potential receivables
from past operations, determining how to move forward with existing remediation
contracts and taking such other actions as to protect shareholder
value.




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 to commence
operations of our remediation business plan without additional financing.
 We have a history of operating losses, limited funds and no agreements,
commitments or understandings to secure additional financing except as set forth
above. Our future success is dependent upon our ability to achieve profitable
operations, generate cash from operating activities and obtain additional
financing. There is no assurance that we will be able to generate sufficient
cash from operations, sell additional shares of common stock or borrow
additional funds. Our inability to obtain additional cash could have a material
adverse affect on our financial position, results of operations and our ability
to continue in existence.


12




Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.


13




Item
8. Financial Statements.


Table
of Contents




Independent
      Auditor’s Report on Financial Statements
                    
                    F-2Balance
      Sheets
                    
                    F-3Statement
      of Loss
                    
                    F-4Statement
      of Stockholders’ Equity
                    
                    F-5Statement
      of Cash Flows
                    
                    F-6Notes
      to Financial Statements
                    
                    F-7
  F-1
  Independent Registered Public Accounting
Firm’s Auditor’s Report on the Financial Statements
  Board
of Directors and Shareholders of International Development and Environmental
Holdings
  We have
audited the accompanying consolidated balance sheets of International
Development and Environmental Holdings as of February 28, 2010 and February 28,
2009, and the related consolidated statements of loss, shareholders’ equity, and
cash flows for period ended February 28 of 2010, and 2009, and the cumulative
period from February 28, 2008 (date of inception) through February 28,
2010.  These consolidated financial statements are the responsibility
of the Company’s management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.
  We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of International Development
and Environmental Holdings as of February 28, 2010, and the results of its
operations and their cash flows for the period ended February 28, 2010 and 2009,
and the cumulative period from February 28, 2008 (date of inception) through
February 28, 2010 in conformity with accounting principles generally accepted in
the United States of America.
  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.
  /s/Enterprise
CPAs, Ltd.
 
 Enterprise
CPAs, Ltd.
 Chicago,
Illinois
 June 15,
2010
  F-2
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
Development Stage Enterprise)
 BALANCE
SHEETS
  February 28
                    
                    
                    February 282010
                    
                    
                    2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    
                    $
                    2,429
                    
                    
                    $
                    -Total
      Current Assets
                    
                    
                    $
                    2,429
                    
                    
                    $
                    -Property,
      plant and equipment, net
                    
                    
                    $
                    -
                    
                    
                    $
                    3,248Other
      assets:Loan
      to officers
                    
                    
                    
                    -
                    
                    
                    
                    1,910Total
      Other Assets
                    
                    
                    $
                    -
                    
                    
                    $
                    1,910TOTAL
      ASSETS
                    
                    
                    $
                    2,429
                    
                    
                    $
                    5,158LIABILITIES
      & EQUITYCurrent
      liabilities:Bank
      service fees payable
                    
                    
                    $
                    -
                    
                    
                    $
                    406Loan
      from officer (Note
      C)
                    
                    
                    
                    131,788
                    
                    
                    
                    69,758Account
      payable (Note
      B)
                    
                    
                    
                    241,506
                    
                    
                    
                    155,085Credit
      card payable
                    
                    
                    
                    -
                    
                    
                    
                    7,174Accrued
      compensation
                    
                    
                    
                    -
                    
                    
                    
                    70,625Deferred
      revenue
                    
                    
                    
                    7,230
                    
                    
                    
                    7,730Total
      Current Liabilities
                    
                    
                    $
                    380,524
                    
                    
                    $
                    310,778Stockholders'
      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 authorized; 35,480,000 shares
      issued and outstanding at February 28, 2010.
                    
                    
                    $
                    35,480
                    
                    
                    $
                    35,480Paid-in
      capital
                    
                    
                    
                    322,270
                    
                    
                    
                    266,020Deficit
      accumulated during the development stage
                    
                    
                    
                    (735,845
                    )
                    
                    
                    (607,120
                    )Total
      stockholders' equity
                    
                    
                    $
                    (378,095
                    )
                    
                    $
                    (305,620
                    )TOTAL
      LIABILITIES & EQUITY
                    
                    
                    $
                    2,429
                    
                    
                    $
                    5,158
  F-3
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
Development Stage Enterprise)
 STATEMENT
OF LOSS
  Cumulative fromYear Ended
                  
                  
                  Year Ended
                  
                  
                  February 28, 2008February 28,
                  
                  
                  February 28,
                  
                  
                  (Date of Inception)2010
                  
                  
                  2009
                  
                  
                  to February 28, 2010Revenues:
                  
                  $
                  45,525
                  
                  
                  $
                  -
                  
                  
                  $
                  45,525Cost
      of Goods Sold
                  
                  
                  10,617
                  
                  
                  
                  149,693
                  
                  
                  
                  160,310Gross
      Profit
                  
                  $
                  34,908
                  
                  
                  $
                  (149,693
                  )
                  
                  $
                  (114,785
                  )Operating
      expenses:Research
      and development
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Professional,
      consulting and marketing fees
                  
                  
                  88,531
                  
                  
                  
                  233,703
                  
                  
                  
                  322,234General
      and administrative expenses
                  
                  
                  187,857
                  
                  
                  
                  216,125
                  
                  
                  
                  410,516Depreciation
      and amortization expenses
                  
                  
                  1,472
                  
                  
                  
                  1,165
                  
                  
                  
                  2,637Total
      Operating Expenses
                  
                  $
                  277,860
                  
                  
                  $
                  450,993
                  
                  
                  $
                  735,387Operating
      Loss
                  
                  $
                  (242,952
                  )
                  
                  $
                  (600,686
                  )
                  
                  $
                  (850,172
                  )Interest
      income, net
                  
                  
                  200
                  
                  
                  
                  100
                  
                  
                  
                  300Other
      Income, net   (Note B)
                  
                  
                  114,027
                  
                  
                  
                  -
                  
                  
                  
                  114,027Interest
      Expense, net
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Loss
      before taxes
                  
                  
                  (128,725
                  )
                  
                  
                  (600,586
                  )
                  
                  
                  (735,845
                  )Loss
      tax expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (128,725
                  )
                  
                  $
                  (600,586
                  )
                  
                  $
                  (735,845
                  )Net
      Loss per common share-Basic
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.02
                  )Net
      Loss per common share-Diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.02
                  )
  F-4
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
Development Stage Enterprise)
 STATEMENT
OF STOCKHOLDER’S EQUITY
 FOR
THE PERIOD ENDED FEBRUARY 28, 2010
  DeficitAccumulatedAdditional
                  
                  
                  During the
                  
                  
                  TotalCommon Stock
                  
                  
                  Paid-in
                  
                  
                  Development
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  EquityFebruary
      28 , 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Issued
      common stocks to founder for cash and subscriptions receivable on
      2/28/08
                  
                  
                  50,000,000
                  
                  
                  $
                  50,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  50,000Issued
      common stocks to Williams for services rendered on 2/28/08
                  
                  
                  2,000,000
                  
                  
                  
                  2,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,000Net
      loss for the period ended February 29, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,534
                  )
                  
                  
                  (6,534
                  )Balance,
      February 29 , 2008
                  
                  
                  52,000,000
                  
                  
                  $
                  52,000
                  
                  
                  $
                  -
                  
                  
                  $
                  (6,534
                  )
                  
                  $
                  45,466Issued
      common stocks for compensation expense  @0.05 per share on
      3/21/08
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  4,900
                  
                  
                  $
                  -
                  
                  
                  $
                  5,000Issued
      common stocks for cash @0.05 per share
                  
                  
                  150,000
                  
                  
                  
                  150
                  
                  
                  
                  7,350
                  
                  
                  
                  -
                  
                  
                  $
                  7,500Issued
      common stocks for services rendered @0.05 per share
                  
                  
                  3,240,000
                  
                  
                  
                  3,240
                  
                  
                  
                  158,760
                  
                  
                  
                  -
                  
                  
                  $
                  162,000Cancelation
      of shares by founder for no consideration
                  
                  
                  (20,010,000
                  )
                  
                  
                  (20,010
                  )
                  
                  
                  20,010
                  
                  
                  
                  -
                  
                  
                  $
                  -Contributed
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  75,000
                  
                  
                  
                  -
                  
                  
                  $
                  75,000Net
      loss for the period ended February 29, 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (600,586
                  )
                  
                  $
                  (600,586
                  )Balance,
      February 28, 2009
                  
                  
                  35,480,000
                  
                  
                  $
                  35,480
                  
                  
                  $
                  266,020
                  
                  
                  $
                  (607,120
                  )
                  
                  $
                  (305,620
                  )Contributed
      capital
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  56,250
                  
                  
                  $
                  -
                  
                  
                  $
                  56,250Net
      loss for the period ended February 29, 2010
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (128,725
                  )
                  
                  $
                  (128,725
                  )Balance,
      February 28, 2010
                  
                  
                  35,480,000
                  
                  
                  $
                  35,480
                  
                  
                  $
                  322,270
                  
                  
                  $
                  (735,845
                  )
                  
                  $
                  (378,095
                  )
  F-5
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
Development Stage Enterprise)
 STATEMENT
OF CASH FLOWS
  Cumulative fromYear Ended
                        
                        
                        Year Ended
                        
                        
                        February 28, 2008February 28
                        
                        
                        February 28
                        
                        
                        (Date of Inception)2010
                        
                        
                        2009
                        
                        
                        to February 28, 2010Operating
      Activities:Net
      Loss
                        
                        $
                        (128,725
                        )
                        
                        $
                        (600,586
                        )
                        
                        $
                        (722,777
                        )Adjustments
      to reconcile net income to net cash provided By operating
      activities:Depreciation
                        
                        
                        1,472
                        
                        
                        
                        1,165
                        
                        
                        
                        2,637Non-cash
      portion of share based legal fee expense
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,000Non-cash
      portion of share based compensation expense
                        
                        
                        -
                        
                        
                        
                        5,000
                        
                        
                        
                        5,000Non-cash
      portion of share based consulting expense
                        
                        
                        -
                        
                        
                        
                        162,000
                        
                        
                        
                        162,000Non-cash
      issuances of President's contributed capital
                        
                        
                        56,250
                        
                        
                        
                        75,000
                        
                        
                        
                        131,250Prepaid
      expense
                        
                        
                        -
                        
                        
                        
                        3,000
                        
                        
                        
                        -Loans
      to officer
                        
                        
                        1,910
                        
                        
                        
                        (1,910
                        )
                        
                        
                        -Bank
      service fees payable
                        
                        
                        (406
                        )
                        
                        
                        406
                        
                        
                        
                        -Increase
      (Decrease)  in accrued compensation
                        
                        
                        (70,625
                        )
                        
                        
                        70,625
                        
                        
                        
                        -Increase
      (Decrease) in account payable
                        
                        
                        86,421
                        
                        
                        
                        155,085
                        
                        
                        
                        241,506Increase
      (Decrease) in credit card payable
                        
                        
                        (7,175
                        )
                        
                        
                        7,175
                        
                        
                        
                        -Increase(Decrease)
      in deferred revenue
                        
                        
                        (500
                        )
                        
                        
                        7,730
                        
                        
                        
                        7,230Net
      cash provided by operating activities
                        
                        $
                        (61,378
                        )
                        
                        $
                        (115,310
                        )
                        
                        $
                        (171,154
                        )Investing
      Activities:Property,
      plant and equipment
                        
                        
                        1,777
                        
                        
                        
                        (4,413
                        )
                        
                        
                        (2,636
                        )Net
      cash provided by investing activities
                        
                        $
                        1,777
                        
                        
                        $
                        (4,413
                        )
                        
                        $
                        (2,636
                        )Financing
      Activities:Proceeds
      from issuance of common stock
                        
                        
                        -
                        
                        
                        
                        7,500
                        
                        
                        
                        32,233Proceeds
      from collection of subscriptions receivable
                        
                        
                        -
                        
                        
                        
                        25,267
                        
                        
                        
                        25,267Loans
      from officer
                        
                        
                        62,030
                        
                        
                        
                        69,758
                        
                        
                        
                        131,788Deferred
      offering costs
                        
                        
                        -
                        
                        
                        
                        17,199
                        
                        
                        
                        -Net
      cash provided by financing activities
                        
                        $
                        62,030
                        
                        
                        $
                        119,724
                        
                        
                        $
                        189,288Net
      increase (decrease) in cash and cash equivalents
                        
                        $
                        2,429
                        
                        
                        $
                        -
                        
                        
                        $
                        2,429Cash
      and cash equivalents at beginning of the year
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      and cash equivalents at end of year
                        
                        $
                        2,429
                        
                        
                        $
                        -
                        
                        
                        $
                        2,429
  F-6
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  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 February 28,
2010.  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 FASB ASC Topic
915, “Development Stage
Entities”. 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 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. As of February 28,
2010, the company has $2,429 cash and cash equivalents.
  F-7
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  NOTES
TO FINANCIAL STATEMENTS
  NOTE
B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
  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.
As of February 28, 2010, the company has a website at a cost of $ 4,413, and
$2,637 of depreciation expense was recorded. The Company recognized of $ 1,777
relating to disposal of such asset during the year ended February 29,
2010.
  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 ASC 718, “Compensation- Stock
Compensation”. ASC 718 requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of ASC 718 include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans.  The provisions of ASC 718
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
for all awards granted is based on the grant-date fair values estimated in
accordance with the provisions of ASC 718. 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) ASC 505 “Equity-Based Payments to
Non-Employees”. 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.
  Basic and Diluted Net Loss
Per Common Share
  The
Company computes per share amounts in accordance with FASB ASC Topic 260,
“Earnings per Share”.  ASC 260 requires presentation of basic and
diluted EPS.  Basic EPS is computed by dividing the income (loss)
available to Common Shareholders by the weighted-average number of common shares
outstanding for the period.  Diluted EPS is based on the
weighted-average number of shares of common stock and common stock equivalents
outstanding during the periods.
  F-8
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Basic and Diluted Net Loss
Per Common Share (Continued)
  As of
February 28, 2010, the Company issued one type of shares, i.e., common shares
only.  There are no other types of securities.  Accordingly,
the diluted and basic net loss per common share are the same.
  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.  For the year ended February 28, 2010, $45,525
revenue was recognized.
  Cost of Goods
Sold
  For the
year ended February 28, 2010, an amount of $10,617 Cost of Goods Sold was
recorded for the projects performing.
  Other
Income
  For the
year ended February 28, 2010, an amount of $114,027 Other Income was recorded
for the Company.
  Accounts
Receivable
  The
Company 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 Accounts Receivables of $ 0 as of February 28,
2010.
  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.
  Accounts
Payable
  The
Company incurred accounts payable relating to professional fees including
accounting, audit and review fees, cost of goods sold, rent payable and other
service fee payables. As of February 28, 2010, the Company has Account Payables
of $ 241,506.
  F-9
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Operating
Expense
  For the
year ended February 28, 2010, the company has a total operating expense of
$277,860, which included professional and consulting fee of $ 88,531,
depreciation expenses of $ 1,472, and general expenses of $ 187,857. Details are
listed in Table below:
  February 28, 2010
                          
                          
                          February 28, 2009ExpenseBad
      Debt
                          
                          
                          
                          
                          27,980
                          
                          
                          
                          -Transfer
      Agent Service Fee
                          
                          
                          
                          
                          3,475
                          
                          
                          
                          -Discount
      Expense
                          
                          
                          
                          
                          40
                          
                          
                          
                          -Miscellaneous
                          
                          
                          
                          
                          37,871
                          
                          
                          
                          3,471Organization
      Cost
                          
                          
                          
                          
                          3,924
                          
                          
                          
                          -Training
                          
                          
                          
                          
                          180
                          
                          
                          
                          5,147State
      Fees
                          
                          
                          
                          
                          250
                          
                          
                          
                          2,295Bank
      Service Charges
                          
                          
                          
                          
                          2,908
                          
                          
                          
                          3,300Compensation
      Expense
                          
                          
                          
                          
                          85,050
                          
                          
                          
                          150,625Computer
      Expense
                          
                          
                          
                          
                          1,167
                          
                          
                          
                          631Consulting
      Expense
                          
                          
                          
                          
                          57,108
                          
                          
                          
                          162,500Depreciation
      Expense
                          
                          
                          
                          
                          1,472
                          
                          
                          
                          1,165Dues
      and Subscriptions
                          
                          
                          
                          
                          2,746
                          
                          
                          
                          1,101Office
      Supplies
                          
                          
                          
                          
                          2,311
                          
                          
                          
                          8,529Postage
      and Delivery
                          
                          
                          
                          
                          180
                          
                          
                          
                          306Printing
      and Reproduction
                          
                          
                          
                          
                          48
                          
                          
                          
                          1,239Professional
      FeesAccounting
                          
                          
                          19,334
                          
                          
                          
                          23,566Legal
      Fees
                          
                          
                          8,615
                          
                          
                          
                          44,637Other
                          
                          
                          -
                          
                          
                          
                          3,000Total
      Professional Fees
                          
                          
                          
                          
                          27,949
                          
                          
                          
                          71,203Rent
                          
                          
                          
                          
                          8,882
                          
                          
                          
                          16,551Subcontractors
                          
                          
                          
                          
                          9,124
                          
                          
                          
                          675Telephone
                          
                          
                          
                          
                          1,667
                          
                          
                          
                          2,841Travel
      & EntertainmentAuto
                          
                          
                          344
                          
                          
                          
                          3,810Entertainment
                          
                          
                          48
                          
                          
                          
                          290Lodging
                          
                          
                          132
                          
                          
                          
                          2,757Meals
                          
                          
                          705
                          
                          
                          
                          4,387Other
                          
                          
                          523
                          
                          
                          
                          8,170Total
      Travel & Entertainment
                          
                          
                          
                          
                          1,752
                          
                          
                          
                          19,414Loss
      on disposal of asset
                          
                          
                          
                          
                          1,776
                          
                          
                          
                          -Total
                          
                          
                          
                          
                          
                          
                          277,860
                          
                          
                          
                          450,993
  F-10
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Recently Issued Accounting
Pronouncements
 
 The
following pronouncements have become effective during the period covered by
these financial statements or will become effective after the end of the period
covered by these financial statements:
 
 Pronouncement
                
                Issued
                
                TitleASC
      815
                
                March
      2008
                
                Disclosures
      about Derivative Instruments and Hedging Activities—an amendment to FASB
      Statement No. 133ASC
      855
                
                May
      2009
                
                Subsequent
      EventsASC
      105
                
                June
      2009
                
                TheFASB Accounting Standards
      Codificationand
      the Hierarchy of Generally Accepted Accounting Principles—a replacement of
      FASB Statement No. 162ASC
      820
                
                August
      2009
                
                Fair
      Value Measurements and Disclosures – Measuring Liabilities at Fair
      ValueASC
      260
                
                September
      2009
                
                Earnings
      per Share – Amendments to Section 260-10-S99ASC
      820
                
                September
      2009
                
                Investments
      in Certain Entities that Calculate Net Asset Value per Share (or Its
      Equivalent)ASC
      605
                
                October
      2009
                
                Revenue
      Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a
      consensus of the FASB Emerging Issues Task ForceASC
      470
                
                October
      2009
                
                Accounting
      for Own-Share Lending Arrangements in Contemplation of Convertible Debt
      Issuance or Other Financing – a consensus of the FASB Emerging Issues Task
      ForceASC
      860
                
                December
      2009
                
                Transfers
      and Servicing (Topic 860): Accounting for Transfers of Financial
      AssetsASC
      505
                
                January
      2010
                
                Accounting
      for Distributions to Shareholders with Components of Stock and Cash – a
      consensus of the FASB Emerging Issues Task ForceASC
      810
                
                January
      2010
                
                Consolidation
      (Topic 810): Accounting and Reporting for Decreases in Ownership of a
      Subsidiary – a Scope ClarificationASC
      718
                
                January
      2010
                
                Compensation
      – Stock Compensation (Topic 718): Escrowed Share Arrangements and the
      Presumption of CompensationASC
      820
                
                January
      2010
                
                Fair
      Value Measurements and Disclosures (Topic 820): Improving Disclosures
      about Fair Value MeasurementsASC
      855
                
                February
      2010
                
                Subsequent
      Events (Topic 855): Amendments to Certain Recognition and Disclosure
      RequirementsASC
      810
                
                February
      2010
                
                Consolidation
      (Topic 810): Amendments for Certain Investment FundsASC
      815
                
                March
      2010
                
                Derivatives
      and Hedging (Topic 815): Scope Exception Related to Embedded Credit
      Derivatives
  Management
does not anticipate that the new accounting pronouncements listed above will
have a material impact on our financial statements.
  F-11
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE
C – RELATED PARTY TRANSACTIONS
  Loans from Officers and
Shareholders
  We have a
loan agreement with two private lenders who have now become our officers and
directors to advance us up to $75,000 in stages through September 30,
2009.  At February 28, 2010, $131,788 had been advanced, $58,448 by
one officer and $73,340 by the other.  The originally 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 current
officers and directors have waived the due date of the loan and indicated they
will continue to provide us funding under the above loan agreement and to
increase the amount agreed to be advanced and extend the due date as necessary
to continue our current operations.
  As of
December 1, 2010, for additional consideration consisting of management and
legal services, an aggregate of the original $75,000 of the debt above can be
converted into common stock with such conversion terms and rights as may be
agreed by the parties in the future; provided, however, that the number of
shares of common stock to be issued upon conversion shall not exceed the total
authorized but unissued shares of common stock at the date of conversion and the
conversion price will not be below market price at the date of conversion.
Amounts advanced in addition to the $75,000 are not convertible at this
time.
  Operating
Leases
  The
Company entered into 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.  This lease is now terminated.  The value of the
common stock was at $.05 per share or $500.  The Company currently
utilizes space provided by an officer at no charge.
  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 February 28, 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.
  F-12
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE
D – SHAREHOLDERS’ EQUITY
  Common Stock
(Continue)
  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 February 28, 2010, the Company issued no
additional shares. Therefore, as of February 28, 2010, 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.
  Changes in Control of
Registrant
  On
November 25, 2009, JTMW Partners, Michael T. Williams and Bernard J. Tanenbaum
III principals, acquired 29,900,000 shares, or approximately 84%, of our common
stock from Philip Huseyinof for $12,000 using personal funds.
  Departure of Directors or
Certain Officers and Appointment of Certain Officers
  Ronald
Hardesty was dismissed as COO and Interim CFO/Comptroller effective on or before
November 25, 2009.   Philip Huseyinof was removed as a Director
of the Company by a vote of shareholders as required under Nevada law on
December 31, 2009.   Effective December 31, 2009, Michael T.
Williams and Bernard J. Tanenbaum III were elected Directors of the
Corporation.  On the same date, Michael T. Williams was elected
Secretary/Treasurer and Bernard J. Tanenbaum III was elected President of the
Corporation by the new Board of Directors.
  Contributed
Capital
  For the
year ended February 28, 2010, the Company’s former 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
$56,250, 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.
  F-13
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  (A Development Stage
Enterprise)
  NOTES
TO FINANCIAL STATEMENTS
 NOTE
E - 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 $128,725 and $600,586 during the year ended
February 28, 2010 and 2009; and a cumulative losses $735,845 for the period
February 28, 2008 (date of inception) through February 28, 2010.
  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
is focusing on collection of potential receivables from past operations,
determining how to move forward with existing remediation contracts and taking
such other actions as to protect shareholder value, including seeking a business
combination with a better capitalized company. As of
February 28, 2010, the Company has revenues of $ 45,525. Management believes
that the Company’s continued operations as well as loans from officers 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.
  F-14




Item
9. Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure.





None




Item
9A(T).Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)).  Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met.  Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs.  Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been
detected.




Management’s Report on
Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended.  Our management assessed the
effectiveness of our internal control over financial reporting as of February
28, 2010. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control-Integrated Framework.  A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.  We have identified the
following material weaknesses.


14


Our
material weakness relates to the lack of a fully developed set of internal
control procedures.  In the preparation of audited financial
statements, footnotes and financial data all of our financial reporting is
carried out by our Chief Financial Officer.  Our Chief Financial
Officer is not an expert in accounting or in internal control
systems.  Furthermore, we do not have an independent audit committee
to monitor or review the work performed.  We are, in fact, a small,
relatively simple operation from a financial point of view. In order to mitigate
this material weakness to the fullest extent possible, all financial records and
accounting entries, as well as our banking statements, are reviewed by an
outside accounting firm that is not our audit firm. All unexpected results are
investigated. At any time, if our outside accounting firm finds any errors or
questions any transaction it is immediately addressed and corrected if
necessary. To mitigate further this material weakness to the fullest extent
possible, although our CEO and CFO have identified the financial reporting risks
and the controls and address and monitors the controls on an ongoing basis, our
outside accounting firm that is not our audit firm performed direct tests of our
internal controls and procedures in place during the year ended February 28,
2010 to identify material weaknesses that in its opinion need to be addressed.
No material weaknesses, other than the material weakness identified above, were
identified as a result of this testing. Finally, as soon as our financial
resources allow, we will begin developing a formal set of internal control
procedures.





Because
of this material weakness, management has concluded that the Company did not
maintain effective internal control over financial reporting as of February 28,
2010, based on the criteria established in "Internal Control-Integrated
Framework" issued by the COSO.





Change In Internal Control
Over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during our last fiscal year that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.




ITEM
9B. OTHER INFORMATION





None—Not
Applicable




PART
III




Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





Name
              
              Age
              
              Position
              
              Held SinceBernard
      J. Tanenbaum III
              
              54
              
              President
      and Director
              
              December
      31, 2009Michael
      T. Williams
              
              61
              
              Corporate
      Secretary and Director
              
              December
      31, 2009





Mr.
Bernard J. Tanenbaum III, has served as senior vice president of corporate
communications of Funtalk China Holdings Limited since July 2009. Mr. Tanenbaum
served as the chief executive officer and a director of Middle Kingdom Alliance
Inc. from its inception until its merger with Funtalk China Holdings.
  Previously, Mr. Tanenbaum served as the chief financial officer of
Oriental Development Management Ltd. and its wholly owned subsidiary, Shanghai
Treasure Bay Oriental Development, Inc. The primary business of these companies
is commercial real estate development in China. In 1997, Mr. Tanenbaum founded
Primus Capital LLC, an Atlanta, Georgia-based structured finance and investment
company, and is currently serving as the president. Mr. Tanenbaum received a
Masters in Business Administration from Harvard Business School in 1982, and in
1978 he received a Bachelor of Arts from Tulane University.  Mr.
Tanenbaum was selected as a director due to his extensive management and
financial background.


15


Michael
T. Williams has been principal of Williams Law Group, P.A., a Tampa Florida law
firm, since 1997.  Mr. Williams was selected as a director due to his
extensive legal background.





Directors
serve for a one-yearterm. Our bylaws
currently provide for a board of directors comprised of a minimum of one
director.





Board
Committees





We
currently have no compensation committee or other board committee performing
equivalent functions. Currently, all members of our board of directors
participate in discussions concerning executive officer
compensation.





Family
Relationships





There are
no family relationships among our officers or directors.





Legal
matters





no
officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last ten years in any of the
following:





·
            Any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time,





·
            Any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses),





·
            Being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking
      activities,





·
            Being
      found by a court of competent jurisdiction (in a civil action), the
      Commission or the Commodity Futures Trading Commission to have violated a
      federal or state securities or commodities law, and the judgment has not
      been reversed, suspended, or
vacated.





·
            Having
      any government agency, administrative agency, or administrative court
      impose an administrative finding, order, decree, or sanction against them
      as a result of their involvement in any type of business, securities, or
      banking activity.





·
            Being
      the subject of a pending administrative proceeding related to their
      involvement in any type of business, securities, or banking
      activity.


16


·
            Having
      any administrative proceeding been threatened against you related to their
      involvement in any type of business, securities, or banking
      activity.





Section 16(a) of the
Securities Exchange Act of 1934, as amended





We are
not subject to the provisions of Section 16(a) of the Securities Exchange Act of
1934, as amended.





Code of
Ethics




The
Company does not have a code of ethics for our principal executive and financial
officers. The Company's management intends to promote honest and ethical
conduct, full and fair disclosure in our reports to the SEC, and compliance with
applicable governmental laws and regulations





Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





Audit
Committee





The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert.  The Company intends to
continue to search for a qualified individual for hire.




Item
11. Executive Compensation.




Summary Compensation
Table





The table
below summarizes all compensation awarded to, earned by, or paid to our
Principal Executive Officer for the years ended February 28, 2009 and
2010.





Name
                              
                              Title
                              
                              Year
                              
                              Commission
                              
                              
                              Bonus
                              
                              
                              Stock
                                awards
                              
                              
                              Option
                                Awards
                                *
                              
                              
                              Non-
                                equity
                                Incentive
                                plan
                                compen-
                                sation
                              
                              
                              Non
                                qualified
                                deferred
                                compen-
                                sation
                              
                              
                              All
                                other
                                Compen-
                                sation
                              
                              
                              TotalPhilipHuseyinof
                              
                              President
                              
                              2009
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Bernard
      J. Tanenbaum III
                              
                              President
                              
                              2010
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0


17




Summary Equity Awards
Table




The
following table sets forth certain information for our executive officers
concerning unexercised options, stock that has not vested, and equity incentive
plan awards as of February 28, 2010.





OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END December 31, 2009Name
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options
                            (#)
                            Exercisable
                          
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options
                            (#)
                            Unexercisable
                          
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Number
                            of
                            Securities
                            Underlying
                            Unexercised
                            Unearned
                            Options
                            (#)
                          
                          
                          Option
                            Exercise
                            Price
                          
                          Option
                            Expiration
                            Date
                            
                            None
                          
                          Number
                            of
                            Shares
                            or
                            Units
                            of
                            Stock
                            That
                            Have
                            Not
                            Vested
                            (#)
                          
                          
                          Market
                            Value
                            of
                            Shares
                            or
                            Units
                            of
                            Stock
                            That
                            Have
                            Not
                            Vested
                          
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Number
                            Of
                            Unearned
                            Shares,
                            Units or
                            Other
                            Rights
                            That
                            Have
                            Not
                            Vested
                            (#)
                          
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Market
                            or
                            Payout
                            Value
                            of
                            Unearned
                            Shares,
                            Units or
                            Other
                            Rights
                            That
                            Have
                            Not
                            VestedBernard J.TanenbaumIII
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          None
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Michael T. Williams
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          None
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0


18


Narrative disclosure to
summary compensation and option tables





We have
no employment or other compensation agreement or arrangement with Mssrs.
Tanenbaum or Williams..





At no
time during the last fiscal year with respect to any person listed in the Table
above was there:




·
            any
      outstanding option or other equity-based award repriced or otherwise
      materially modified (such as by extension of exercise periods, the change
      of vesting or forfeiture conditions, the change or elimination of
      applicable performance criteria, or the change of the bases upon which
      returns are determined;


·
            any
      waiver or modification of any specified performance target, goal or
      condition to payout with respect to any amount included in non-stock
      incentive plan compensation or
payouts;


·
            any
      option or equity grant;


·
            any
      non-equity incentive plan award made to a named executive
      officer;


·
            any
      nonqualified deferred compensation plans including nonqualified defined
      contribution plans; or


·
            any
      payment for any item to be included under All Other Compensation in the
      Summary Compensation Table.




Board of
Directors




Director
Compensation




Name
                      
                      Year
                        ended
                        December
                        31, 2009
                      
                      
                      Fees
                        earned
                        or
                        paid
                        in
                        cash
                        ($)
                      
                      
                      Stock
                        awards
                        ($)
                      
                      
                      Option
                        awards
                        ($)
                      
                      
                      Non-equity
                        incentive
                        plan
                        compensation
                        ($)
                      
                      
                      Nonqualified
                        deferred
                        compensation
                        earnings
                        ($)
                      
                      
                      All other
                        compensation
                        ($)
                      
                      
                      Total
                        ($)Bernard J.TanenbaumIII
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Michael
      T. Williams
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0


19




Narrative
to Director Compensation Table




We have
no compensation arrangements (such as fees for retainer, committee service,
service as chairman of the board or a committee, and meeting attendance) with
directors.




Item
12. Security Ownership of Certain Beneficial Owners and Management.





The
following table sets forth the ownership, as of the date of this annual report,
of our common stock by each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. There are not any pending or anticipated
arrangements that may cause a change in control.




The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown.





Name and Address
                          
                          Number of
                            Shares of
                            Common
                            Stock
                          
                          
                          PercentageBernard
      J. Tanenbaum III
                            333
      Sandy Springs Circle
                            Suite
      223
                            Atlanta,
      GA  30328 [1]
                          
                          
                          34,885,000
                          
                          
                          98.4Michael
      T. Williams
                            3205
      W. Wallace Ave.
                            Tampa
      FL 33611 [1]
                          
                          
                          34,885,000
                          
                          
                          98.4All
      officers and directors as a group [two persons]
                          
                          
                          34,885,000
                          
                          
                          98.4





[1]
Represents shares owned by JTMW Partners of which Mr. Tanenbaum is a 60% partner
and Mr. Williams is a 40% partner.


20


This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable percentages are based
upon 35,480,000 shares of common stock outstanding as of June 1,
2010.




Item
13. Certain Relationships and Related Transactions.





We have a
loan agreement with two private lenders who have now become our officers and
directors to advance us up to $75,000 in stages through September 30,
2009.  At February 28, 2010, $131,788 had been advanced, $58,448 by
one officer and $73,340 by the other.  The originally 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 current
officers and directors have waived the due date of the loan and indicated they
will continue to provide us funding under the above loan agreement and to
increase the amount agreed to be advanced and extend the due date as necessary
to continue our current operations.  We have no agreement, commitment
or understanding to secure any such funding from any other source.





We
believe the transactions and agreements with related parties were comparable to
terms we could have obtained from non-affiliated parties.





Director
Independence





We are
not subject to the listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
Currently, we have two directors and we believe that none of these directors
currently meets the definition of "independent" as promulgated by the rules and
regulations of Nasdaq.




Item
14. Principal Accounting Fees and Services




Audit
Fees





Audit
      fees paid during:The
      year ended December 31, 2010:
                    
                    $
                    10, 000The
      year ended December 31, 2009:
                    
                    $
                    23,760





No other
fees as specified in Item 9(e) of Schedule 14A charged.




Item
15. Exhibits, Financial Statement Schedules





Copies of
the following documents are included as exhibits to this report pursuant to Item
601 of Regulation S-K.


21


31.1 Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer Bernard J.
Tanenbaum III





31.2 Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer Michael T.
Williams





32.1
Section 1350 Certification, Bernard J. Tanenbaum III





32.2
Section 1350 Certification, Michael T. Williams





Signatures





Pursuant
to the requirements of Section 13 or 15(d) 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





Title
              
              Name
              
              Date
              
              SignaturePrincipal
      ExecutiveOfficer
              
              Bernard
      J.
                Tanenbaum
      III
              
              June
      15, 2010
              
              /s/
      Bernard J.
                Tanenbaum
      IIIPrincipal
      Accounting
              
              Michael
      T. Williams
              
              June
      15, 2010
              
              /s/
      Michael T.
                WilliamsOfficerPrincipal
      FinancialOfficer
              
              Michael
      T. Williams
              
              June
      15, 2010
              
              /s/
      Michael T.
                Williams


22


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





SIGNATURE
              
              NAME
              
              TITLE
              
              DATE/s/
      Bernard J.
                Tanenbaum
      III
              
              Bernard
      J.
                Tanenbaum
      III
              
              Director
              
              June
      15, 2010/s/
      Michael T.
                Williams
              
              Michael
      T. Williams
              
              Director
              
              June
      15, 2010


23