UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K




(Mark
One)


x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended February 28,
      2009




OR




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____________ to
  _____________





Commission
file number 000-50903





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)





1450 E. American Lane Suite
1458, Schaumburg, IL  60173


(Address
of principal executive offices and zip code)




800-884-1189


Issuer's
telephone number:




SEC
File Number: 333-153899





Securities
registered pursuant to Section 12(b) of the Act: None




Securities
registered pursuant to Section 12(g) of the Act: None









Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o     No x




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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the 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
                  (Do
      not check if a smaller reporting company)
                Smaller
      reporting company x




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





The
Registrant’s Common Stock was not trading as of August 31, 2008.




The
number of outstanding shares of the Registrant’s Common Stock, $0.001 par
value, was 35,480,000 shares as of May 31, 2009.




Table of Contents





TABLE OF CONTENTS


PAGEPART
      I.Item
      1.
                                                                                                        Description of Business
                                                                                                        4Item
      2.
                                                                                                        Description of Property
                                                                                                        8Item
      3.
                                                                                                        Legal Proceedings
                                                                                                        8Item
      4.
                                                                                                        Submission of Matters to a Vote of Security
      Holders
                                                                                                        8PART
      II.Item
      5.
                                                                                                        Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities
                                                                                                        9Item
      6.
                                                                                                        Selected Consolidated Financial Data
                                                                                                        9Item
      7.
                                                                                                        Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                                                                                        9Item
      7A.
                                                                                                        Quantitative and Qualitative Disclosures About Market
      Risk
                                                                                                        10Item
      8.
                                                                                                        Financial Statements and Supplementary
    Data
                                                                                                        11Item
      9.
                                                                                                        Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure
                                                                                                        28Item
      9A.
                                                                                                        Controls and Procedures
                                                                                                        28Item
      9B.
                                                                                                        Other Information
                                                                                                        28PART
      III.Item
      10.
                                                                                                        Directors, Executive Officers and Corporate
      Governance
                                                                                                        29Item
      11.
                                                                                                        Executive Compensation
                                                                                                        30Item
      12.
                                                                                                        Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
                                                                                                        31Item
      13.
                                                                                                        Certain Relationships and Related Transactions, and
      Director Independence
                                                                                                        32Item
      14.
                                                                                                        Principal Accountant Fees and Services
                                                                                                        33Item
      15.
                                                                                                        Exhibits
                                                                                                        33






2
 Table of Contents






CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION




This
Annual Report on Form 10-K, the other reports, statements, and information that
we have previously filed or that we may subsequently file with the Securities
and Exchange Commission, or SEC, and public announcements that we have
previously made or may subsequently make include, may include, incorporate by
reference or may incorporate by reference certain statements that may be deemed
to be “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 and are intended to enjoy the benefits of that
act. Unless the context is otherwise, the forward-looking statements included or
incorporated by reference in this Form 10-K and those reports, statements,
information and announcements address activities, events or developments that
International Development and Environmental Holdings (hereinafter referred to as
“we,” “us,” “our,” “our Company” or “IDEH”) expects or anticipates, will or may
occur in the future. Any statements in this document about expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as “may,”
“should,” “could,” “predict,” “potential,” “believe,” “will likely result,”
“expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,”
“projection,” “would” and “outlook,” and similar expressions. Accordingly, these
statements involve estimates, assumptions and uncertainties, which could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this document. All forward-looking statements
concerning economic conditions, rates of growth, rates of income or values as
may be included in this document are based on information available to us on the
dates noted, and we assume no obligation to update any such forward-looking
statements. It is important to note that our actual results may differ
materially from those in such forward-looking statements due to fluctuations in
interest rates, inflation, government regulations, economic conditions and
competitive product and pricing pressures in the geographic and business areas
in which we conduct operations, including our plans, objectives, expectations
and intentions and other factors discussed elsewhere in this
Report.




Certain
risk factors could materially and adversely affect our business, financial
conditions and results of operations and cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements made by
us, and you should not place undue reliance on any such forward-looking
statements. Any forward-looking statement speaks only as of the date on which it
is made and we do not undertake any obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. The risks and uncertainties we currently face are not the only ones we
face. New factors emerge from time to time, and it is not possible for us to
predict which will arise. There may be additional risks not presently known to
us or that we currently believe are immaterial to our business. In addition, we
cannot assess the impact of each factor on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. If any such risks occur, our
business, operating results, liquidity and financial condition could be
materially affected in an adverse manner. Under such circumstances, you may lose
all or part of your investment.




The
industry and market data contained in this report are based either on our
management’s own estimates or, where indicated, independent industry
publications, reports by governmental agencies or market research firms or other
published independent sources and, in each case, are believed by our management
to be reasonable estimates. However, industry and market data is subject to
change and cannot always be verified with complete certainty due to limits on
the availability and reliability of raw data, the voluntary nature of the data
gathering process and other limitations and uncertainties inherent in any
statistical survey of market shares. We have not independently verified market
and industry data from third-party sources. In addition, consumption patterns
and customer preferences can and do change. As a result, you should be aware
that market share, ranking and other similar data set forth herein, and
estimates and beliefs based on such data, may not be verifiable or
reliable.





3
 Table of Contents




PART
I




Item1.  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 on completed on December 15,
2008.  We are in the process of a formal request for reimbursement to
the State of Illinois for this project and should have this completed within the
next few weeks and should have a response and acceptance from the Illinois EPA
within 120 days.





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





In
addition, we have the following remediation contracts.





·
            Gas
      station remediationo
            Client –
      M Line Properties





o
            Location
      – Hoopeston, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined in the
      intermediary phase of remediation.





·
            Gas
      station remediationo
            Client
      – M Line Properties





o
            Location
      – Danville, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.




·
            Gas
      station remediationo
            Client
      – M Line Properties





o
            Location
      – Warsaw, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined in the
      intermediary phase of remediation.





·
            Gas
      station remediationo
            Client –
      M Line Properties





o
            Location –
      Vandalia, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Alliance Petroleum





o
            Location –
      Bedford Park, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.








·
            Gas
      station remediationo
            Client –
      Park Forest Marathon





o
            Location –
      Park Forest, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Adhoyee LLC.





o
            Location –
      Spiceland, IN.o
            Contract
      Price – Based on Budget approved by the IN. EPA. This is determined
      in the intermediary phase of
remediation.




4
 Table of Contents





·
            Gas
      station remediationo
            Client –
      Gas Land





o
            Location –
      Rock Island, IL.o
            Contract
      Price – Based on Budget approved this will be $15,460. To be
      completed in March 2009.





·
            Gas
      station remediationo
            Client –
      Sajida Group





o
            Location –
      Richton Park, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Harvey’s Petroflo





o
            Location –
      Harvey, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      K&L Mart





o
            Location –
      Danville, IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Bulk Petroleum





o
            Location –
      East Moline, Moline, Harvey, Moline, Moline, East Moline, Milan, Rock
      Island, Rock Island, Chicago, Chicago, Orion, Anawan, Blue Island,
      IL.o
            Contract
      Price – Based on Budget approved by the IL. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Bulk Properties





o
            Location –
      Maquoketa, West Burlington, Blue Grass, Bondurant, Malcom, Davenport,
      Davenport, IA.o
            Contract
      Price – Based on Budget approved by the IA. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Bulk Petroleum





o
            Location –
      Gary, Griffith, Hobart, Gary, Seymour, IN.o
            Contract
      Price – Based on Budget approved by the IN. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Bulk Petroleum





o
            Location –
      Grand Haven, Grand Rapids, Walker, Grand Rapids, Grand Rapids, Grand
      Rapids, Grand Rapids, Holland, Wyoming, Lansing, Lansing, Lansing, Iron
      Mountain, MI.o
            Contract
      Price – Based on Budget approved by the MI. EPA. This is determined
      in the intermediary phase of
remediation.





·
            Gas
      station remediationo
            Client –
      Bulk Petroleum





o
            Location –
      Milwaukee, Kenosha, Sun Prairie, Kenosha, Milwaukee, Milwaukee,
      WI.o
            Contract
      Price – Based on Budget approved by the WI. EPA. This is determined
      in the intermediary phase of
remediation.





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




5
 Table of Contents




Business





We engage
primarily in environmental remediation activities, as follows:





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





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





·
            We
      will 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:




·
            Review
      of pertinent geologic and hydrologic literature and
  maps.·
            Review
      of historical aerial photographs and archival land use
    maps.


·
            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.·
            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.


·
            Contact
      of local regulatory agencies regarding past site use, notices of
      violation, suspected problems, and noncompliance
issues.·
            Preparation
      of a summary report including our investigative methods, findings,
      photographs, conclusions, and, if warranted, recommendations for
      additional work.




In
addition, we may 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:





·
            document
      the presence or absence of unauthorized hazardous substances/waste
      releases,·
            delineate
      the extent of past and present contaminant migration and concentrations in
      soil and groundwater, and


·
            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 also
prepare 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
remediate to correct issues identified in the Phase I and Phase II analysis, as
follows:




·
            Soil
      contamination.·
            Surface
      and groundwater contamination.


·
            Recovery
      of liquid-phase hydrocarbons.·
            Groundwater,
      leaching, and gas migration
studies.




We also
have the ability to remediate through the use of Bioremediation. Bioremediation
is the use of microorganisms or microbial processes to detoxify and degrade
environmental contaminants. Most of our remediation will be done through the
traditional dig and haul method.




6
 Table of Contents




Marketing





We
currently market through our officers and our employees, and their personal
contacts. Marketing has commenced based on current networks and relationships.
Also, we intend to hire a full time marketing officer when sufficient funds
become available.





Competitive Business
Conditions





The
remediation market is composed of a substantial number of companies. We
believe that only a select few represent a large portion of the gross
remediation revenues. Most top 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 high-tech
companies.




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.





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 plan
to compete by:





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





·
            Promoting
      the advantages of our remediation
efforts.





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





·
            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 full-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.




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.




7
 Table of Contents




Item2.  Description of
      Property





We rent
the following properties:





·
            Address:
      30 S. Wacker Drive Suite 2200, Chicago, IL 60606  This is
      gone


·
            Number
      of Square Feet: 320


·
            Name
      of Landlord: Regus


·
            Term
      of Lease: June 1st,
      2008 – November 30th,
      2008


·
            Adequate
      for current needs: √
      Yes





·
            Address:
      1701 E. Woodfield Rd. Suite 915 Schaumburg, IL
  60173


·
            Number
      of Square Feet: 850


·
            Name
      of Landlord: Commercial Funding & Development
  Group


·
            Term
      of Lease: August 1st
      2008 – January 31st,
      2010


·
            Adequate
      for current needs: √
      Yes





·
            Address:
      17702 Mitchell North Suite 200  Irvine, CA
  92614


·
            Number
      of Square Feet: 150


·
            Name
      of Landlord: Anthony Anish


·
            Term
      of Lease: September 1st,
      2008  -  August 31st,
      2009


·
            Adequate
      for current needs: √
      Yes


·
            Address:
      1450 E. American Lane Suite 1458


·
            Number
      of Square Feet: 150


·
            Name
      of Landlord: Regus


·
            Term
      of Lease: March 2009 – February
2010


·
            Adequate
      for current needs: √
      Yes




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.




Item3.  Legal
  Proceedings





We are
not a party to any material legal proceedings nor are we aware of any
circumstance that may reasonably lead any third party to initiate material legal
proceedings against us.




Item4. Submission of
      Matters to a Vote of Security
Holders





None.




8
 Table of Contents




PART
II




Item5.  Market for Common Equity and
      Related Stockholder Matters and Small Business Issuer Purchases of Equity
      Securities




MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS




Trading
History




Our
common stock is quoted on the Over-The-Counter Bulletin Board under the symbol
“IDEH.” The date of the first trade in our stock was January 16,
2009.





The high
and low range of actual transactions using the daily ending price, by quarters,
for the fiscal year 2009 are:





High
                                
                                
                                LowDecember
      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.





As of May
31, 2009, there were approximately 37 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. Each holder of
our Series A preferred stock is entitled to a 10% per annum cumulative
dividend.




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, 2009.




Item6. Selected Consolidated Financial Data




Not
required.




Item7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations





Forward-Looking
Statements





The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, the Financial Statements of the Company
and Notes thereto included elsewhere in this Report. Historical results and
percentage relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period. The
statements, which are not historical facts contained in this Report, including
this Plan of Operations, and Notes to the Financial Statements, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described in the Company's other SEC filings.





The safe
harbors of forward-looking statements provided by Section 21E of the Exchange
Act are unavailable to issuers of penny stock. As we issued securities at a
price below $5.00 per share, our shares are considered penny stock and such safe
harbors set forth under the Reform Act are unavailable to us.




9
 Table of Contents




PLAN OF
OPERATIONS





We engage
primarily in environmental remediation activities.





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





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





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





Development Stage
Expenditures





Development
stage expenditures during the period from inception on February 28, 2008 to
February 28, 2009 were $607,120, which consisted primarily of professional,
consulting and marketing fees of $233,703 and general and administrative
expenses $216,125 related to our formation, our registration statement and
related expenses of becoming and being a public company and initial operations;
and $149,693 in cost of sales related to our operations.




Financial Condition,
Liquidity and Capital Resources





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





At
February 28, 2009, we had total assets of $4,752 consisting of cash, property
and equipment and deposits.





At
February 28, 2009, our total liabilities were $310,372, consisting of loans from
officer, accounts payable, credit card payable, accrued compensation, and
deferred revenue.





Cash
Requirements





We intend
to provide funding for our activities, if any, through a combination of the
private placement of our equity securities, the public sales of equity
securities and borrowing from commercial lenders or our president. Our president
has orally agreed to provide us necessary funding to maintain minimal operations
and fund the cost of our becoming a public company at interest of 5%, payable
upon demand. At February 28, 2009, the amount advanced was $69,758. He is not
obligated to do make any further advances. We have no agreement, commitment or
understanding to secure any such funding from any other source.





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





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





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




Item7A.  Quantitative and Qualitative Disclosures
About Market Risk





Not
required.




10
 Table of Contents




Item8. Financial Statements and Supplementary Data


INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 (A
Development Stage Enterprise)
 
   Financial
Statements
 
 For
the Period from February 28, 2008 (Inception) to February 29, 2008
 Period
from March 1, 2008, to February 28, 2009
 And
Cumulative from February 28, 2008 (Inception) to February 28, 2009
  
 11
 Table of Contents
  Table
of Contents
  Independent Auditor’s Report on the Consolidated Financial
      Statements
                13Balance Sheets
                14Statement of Operation
                15Shareholders Equity
                16Statement of Cash Flows
                17Notes to Financial Statements
                18
 12
 Table of Contents
 
  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 29, 2008 and February 28,
2009, and the related consolidated statements of loss, shareholders’ equity, and
cash flows for period ended February 28 of 2009, and the period of February 28,
2008 (date of inception) through February 29, 2008, and the cumulative period
from February 28, 2008 (date of inception) through February 28,
2009.  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, 2009, and the results of its
operations and their cash flows for the period ended February 28, 2009, and the
period February 28, 2008 (date of inception) through February 29, 2008, and the
cumulative period from February 28, 20008 (date of inception) through February
28, 2009 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.
  June 15,
2009
   13
 Table of Contents
  INTERNATIONALDEVELOPMENT AND ENVIRONMENTAL HOLDINGS,
      INC(A
      Development Stage Enterprise)BALANCE
      SHEETS
 February
      28
                                    
                                    
                                    February
      292009
                                    
                                    
                                    2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    (406
                                    )
                                    
                                    $
                                    -Stock
      subscription receivable - Officer
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,267Prepaid
      expense
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,000Total
      Current Assets
                                    
                                    $
                                    (406
                                    )
                                    
                                    $
                                    28,267Property,
      plant and equipment, net
                                    
                                    $
                                    3,248
                                    
                                    
                                    $
                                    -Other
      assets:Deferred
      offering costs, net of amortization
                                    
                                    
                                    -
                                    
                                    
                                    
                                    17,199Loan
      to officers
                                    
                                    
                                    1,910Total
      Other Assets
                                    
                                    $
                                    1,910
                                    
                                    
                                    $
                                    17,199TOTAL
      ASSETS
                                    
                                    $
                                    4,752
                                    
                                    
                                    $
                                    45,466LIABILITIES
      & EQUITYCurrent
      liabilities:Loan
      from officer(Note C)
                                    
                                    $
                                    69,758
                                    
                                    
                                    $
                                    -Account
      payable(Note B)
                                    
                                    
                                    155,085
                                    
                                    
                                    
                                    -Credit
      card payable
                                    
                                    
                                    7,174
                                    
                                    
                                    
                                    -Accrued
      compensation
                                    
                                    
                                    70,625
                                    
                                    
                                    
                                    -Deferred
      revenue
                                    
                                    
                                    7,730
                                    
                                    
                                    
                                    -Total
      Current Liabilities
                                    
                                    $
                                    310,372
                                    
                                    
                                    $
                                    -Stockholders'
      Equity:Preferred
      stock, $0.001 par value; 25,000,000 shares authorized; no shares issued
      and outstanding.Common
      stock, $0.001 par value; 100,000,000 shares authorized; 35,480,000 shares
      issued and outstanding at February 28, 2009.
                                    
                                    $
                                    35,480
                                    
                                    
                                    $
                                    52,000Paid-in
      capital
                                    
                                    
                                    266,020
                                    
                                    
                                    
                                    -Deficit
      accumulated during the development stage
                                    
                                    
                                    (607,120
                                    )
                                    
                                    
                                    (6,534
                                    )Total
      stockholders' equity
                                    
                                    $
                                    (305,620
                                    )
                                    
                                    $
                                    45,466TOTAL LIABILITIES &
      EQUITY
                                    
                                    $
                                    4,752
                                    
                                    
                                    $
                                    45,466
 14
 Table of Contents
  INTERNATIONALDEVELOPMENT AND ENVIRONMENTAL HOLDINGS,
      INC(A
      Development Stage Enterprise)STATEMENT
      OF LOSS
 Period
                    
                    
                    Cumulative
      fromFebruary
      28, 2008
                    
                    
                    February
      28, 2008(Date
      of Inception)
                    
                    
                    (Date
      of Inception)Year
      Ended
                    
                    
                    Through
                    
                    
                    ThroughFebruary
      28,
                    
                    
                    February
      29,
                    
                    
                    February
      28,2009
                    
                    
                    2008
                    
                    
                    2009Revenues:
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Cost
      of Goods Sold
                    
                    $
                    149,693
                    
                    
                    $
                    -
                    
                    
                    $
                    149,693Gross
      Profit
                    
                    $
                    (149,693
                    )
                    
                    $
                    -
                    
                    
                    $
                    (149,693
                    )Operating
      expenses:Research
      and development
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Professional,
      consulting and marketing fees
                    
                    
                    233,703
                    
                    
                    
                    -
                    
                    
                    
                    233,703General
      and administrative expenses
                    
                    
                    216,125
                    
                    
                    
                    6,534
                    
                    
                    
                    222,659Depreciation
      and amortization expenses
                    
                    
                    1,165
                    
                    
                    
                    -
                    
                    
                    
                    1,165Total
      Operating Expenses
                    
                    
                    450,993
                    
                    
                    
                    6,534
                    
                    
                    
                    457,527Operating
      Loss
                    
                    $
                    (600,686
                    )
                    
                    $
                    (6,534
                    )
                    
                    $
                    (607,220
                    )Interest
      income, net
                    
                    $
                    100
                    
                    
                    $
                    -
                    
                    
                    $
                    100Interest
      Expense, net
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Loss
      before taxes
                    
                    $
                    (600,586
                    )
                    
                    $
                    (6,534
                    )
                    
                    $
                    (607,120
                    )Loss
      tax expense
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Net
      Loss
                    
                    $
                    (600,586
                    )
                    
                    $
                    (6,534
                    )
                    
                    $
                    (607,120
                    )Net
      Loss per common share-Basics
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )Net
      Loss per common share-Diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )Basic
      and diluted weighted averagecommon
      shares outstanding   (Note B)
                    
                    
                    43,176,526
                    
                    
                    
                    52,000,000
                    
                    
                    
                    43,224,610
 15
 Table of Contents
  INTERNATIONALDEVELOPMENT AND ENVIRONMENTAL HOLDINGS,
      INC(A
      Development Stage Enterprise)STATEMENT
      OF STOCKHOLDERS EQUITYFOR
      THE PERIOD ENDED FEBRUARY 28, 2009
 DeficitAccumulatedAdditional
                                
                                
                                During
      the
                                
                                
                                TotalCommon
      Stock
                                
                                
                                Paid-in
                                
                                
                                Development
                                
                                
                                Stockholders'Shares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Stage
                                
                                
                                EquityFebruary
      28 , 2008
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Issued
      common stocks to founderfor
      cash and subscriptionsreceivable
      on 2/28/08
                                
                                
                                50,000,000
                                
                                
                                $
                                50,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                50,000Issued
      common stocks to Williamsfor
      services rendered on 2/28/08
                                
                                
                                2,000,000
                                
                                
                                $
                                2,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                2,000Net
      loss for the periodended
      February 29, 2008
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                (6,534
                                )
                                
                                $
                                (6,534
                                )Balance,
      February 29 , 2008
                                
                                
                                52,000,000
                                
                                
                                $
                                52,000
                                
                                
                                $
                                -
                                
                                
                                $
                                (6,534
                                )
                                
                                $
                                45,466Issued
      common stocks forcompensation
      expense@0.05
      per share on 3/21/08
                                
                                
                                100,000
                                
                                
                                $
                                100
                                
                                
                                $
                                4,900
                                
                                
                                
                                
                                
                                
                                $
                                5,000Issued
      common stocks forcash
      @0.05 per share (Note B)
                                
                                
                                150,000
                                
                                
                                $
                                150
                                
                                
                                $
                                7,350
                                
                                
                                
                                
                                
                                
                                $
                                7,500Issued
      common stocks for servicesrendered
      @0.05 per share (Note B)
                                
                                
                                3,240,000
                                
                                
                                $
                                3,240
                                
                                
                                $
                                158,760
                                
                                
                                
                                
                                
                                
                                $
                                162,000Cancellation
      of shares byfounder
      for no consideration
                                
                                
                                (20,010,000
                                )
                                
                                $
                                (20,010
                                )
                                
                                $
                                20,010
                                
                                
                                
                                
                                
                                
                                $
                                -Contributed
      capital
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                75,000
                                
                                
                                
                                
                                
                                
                                $
                                75,000Net
      Loss for the periodended
      February 28, 2009
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                (600,586
                                )
                                
                                $
                                (600,586
                                )Balance,
      February 28, 2009
                                
                                
                                35,480,000
                                
                                
                                $
                                35,480
                                
                                
                                $
                                266,020
                                
                                
                                $
                                (607,120
                                )
                                
                                $
                                (305,620
                                )
 16
 Table of Contents
 
 INTERNATIONALDEVELOPMENT AND ENVIRONMENTAL HOLDINGS,
      INC(A
      Development Stage Enterprise)STATEMENT
      OF CASH FLOWS
 Period
                                        
                                        
                                        CumulativeFebruary
      28,
                                        
                                        
                                        from
      February2008
      (Date of
                                        
                                        
                                        28,
      2008 (DateInception)
                                        
                                        
                                        of
      Inception)Year
      Ended
                                        
                                        
                                        Through
                                        
                                        
                                        ThroughFebruary
      28
                                        
                                        
                                        February
      29
                                        
                                        
                                        February
      282009
                                        
                                        
                                        2008
                                        
                                        
                                        2009Operating
      Activities:Net
      Loss
                                        
                                        $
                                        (600,586
                                        )
                                        
                                        $
                                        (6,534
                                        )
                                        
                                        $
                                        (607,120
                                        )Adjustments
      to reconcile net income to net cash provided byOperating
      activities:Depreciation
                                        
                                        
                                        1,165
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,165Non-cash
      portion of share based legal fee expense
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,000
                                        
                                        
                                        
                                        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
                                        
                                        
                                        75,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        75,000Write
      off of offering costs
                                        
                                        
                                        17,199
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        17,199Prepaid
      expense
                                        
                                        
                                        3,000
                                        
                                        
                                        
                                        (3,000
                                        )
                                        
                                        
                                        -Loans
      to officer
                                        
                                        
                                        (1,910
                                        )
                                        
                                        
                                        -Increase
      (Decrease) in accrued compensation
                                        
                                        
                                        70,625
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        70,625Increase
      (Decrease) in account payable
                                        
                                        
                                        155,085
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        155,085Increase
      (Decrease) in credit card payable
                                        
                                        
                                        7,175
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        7,175Increase(Decrease)
      in deferred revenue
                                        
                                        
                                        7,730
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7,730Net
      cash provided by operating activities
                                        
                                        $
                                        (98,518
                                        )
                                        
                                        $
                                        (7,534
                                        )
                                        
                                        $
                                        (104,142
                                        )Investing
      Activities:Property,
      plant and equipment
                                        
                                        
                                        (4,413
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (4,413
                                        )Net
      cash provided by investing activities
                                        
                                        $
                                        (4,413
                                        )
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        (4,413
                                        )Financing
      Activities:Proceeds
      from issuance of common stock
                                        
                                        
                                        7,500
                                        
                                        
                                        
                                        24,733
                                        
                                        
                                        
                                        32,233Proceeds
      from collection of subscriptions receivable
                                        
                                        
                                        25,267
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        25,267Loans
      from officer
                                        
                                        
                                        69,758
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        69,758Disbursement
      of deferred offering costs
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (17,199
                                        )
                                        
                                        
                                        (17,199
                                        )Net
      cash provided by financing activities
                                        
                                        $
                                        102,525
                                        
                                        
                                        $
                                        7,534
                                        
                                        
                                        $
                                        110,059Net
      increase (decrease) in cash and cash equivalents
                                        
                                        $
                                        (406
                                        )
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        (406
                                        )Cash
      and cash equivalents at beginning of the year
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Cash
      and cash equivalents at end of year
                                        
                                        $
                                        (406
                                        )
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        (406
                                        )Supplemental
      schedule of non-cash investing and financing activities:Common
      stock issued pursuant to stocksubscription
      receivable -officer(Note E)
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        25,267
 
 17
 Table of Contents
  INTERNATIONAL DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  NOTES
TO FINANCIAL STATEMENTS
 
 
 NOTE
A- BUSINESS DESCRIPTION
 
 International
Development and Environmental Holdings (the Company) is a Nevada corporation
with its principal corporate offices in Chicago, Illinois. The Company is in the
process of organizing itself and developing its main line of business:
Environmental geological site assessment and remediation. The Company has
registered and may operate under the following assumed corporate names: (1)
Global Environmental Company (NV) (2) Global Environment Company (IL) (3) Global
Architecture & Engineering Company (NV) (4) Global Development &
Construction Company (NV) and (5) Global Real Estate & Finance Company
(NV).
 
 The
Company is presented as in the development stage as of February 28,
2009.  The Company’s business activities during its development stage
consist solely of corporate formation, raising capital, and attempting to secure
environmental remediation contracts.
 
 Going
concern
 
 The
Company’s lack of operating history and financial resources raise substantial
doubt about its ability to continue as a going concern.  The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operations.
 
 NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
 
 Development Stage
Company
 
 The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises”. The Company has devoted substantially all
of its efforts to the corporate formation, the raising of capital and attempting
to secure environmental remediation contracts.
 
 Basis of
accounting
 
 The
financial statements reflect the assets, revenues and expenditures of the
Company on the accrued basis of accounting.
 
 The
Company’s fiscal year end is the last day of the February, i.e., February 28th
or 29th.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect certain amounts reported in the
financial statements and disclosures.  Accordingly, actual results
could differ from those estimates.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly-liquid investments with an original maturity of
three months or less when purchased to be cash equivalents. The company as of
February 28, 2009 has no cash equivalents.
 
 Property, Plant, and
Equipment Depreciation
 
 Property
and equipment are stated at cost. Expenditures for maintenance and repairs are
charged to income as incurred. Additions, improvements and major replacements
that extend the life of the asset are capitalized at cost. The cost and
accumulated depreciation related to assets sold or retired are removed from the
accounts and any gain or loss is credited or charged to income in the period of
disposal. For financial reporting purposes, depreciation is provided on the
straight-line method over the estimated useful lives of the depreciable assets.
During the period of March 1, 2008 to February 28, 2009, the company purchased
software cost $ 4,413. As of February 28, 2009, a value of $ 1,165 was being
depreciated.
 
 Deferred Offering
Costs
 
 At the
period ended February 29, 2008, the Company had deferred external costs
associated with its planned initial public offering in fiscal 2009, at which
time the costs will be charged against the capital raised or upon effectiveness
of the offering. And the costs of $ 17,199 have charged to operations as
Professional legal fee at the period ended February 28, 2009.
 
 
 18
 Table of Contents
 
 
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Stock-Based
Compensation
 
 On
December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS
123R”).  SFAS 123R requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans.  The provisions of SFAS
123R, as amended, are effective for small business issuers beginning as of the
next interim period after December 15, 2005.
 
 The
Company has elected to use the modified–prospective approach method. Stock-based
compensation expense for all awards granted is based on the grant-date fair
values estimated in accordance with the provisions of FAS 123R. The Company
recognizes these compensation costs, net of an estimated forfeiture rate, on a
pro rata basis over the requisite service period of each vesting trenched of
each award.
 
 The
Company considers voluntary termination behavior as well as trends of actual
option forfeitures when estimating the forfeiture rate.
 
 The
Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services”.  The fair value of the option
issued is used to measure the transaction, as this is more reliable than the
fair value of the services received.  The fair value is measured at
the value of the Company’s common stock on the date that the commitment for
performance by the counterparty has been reached or the counterparty’s
performance is complete. The fair value of the equity instrument is charged
directly to compensation expense and additional paid-in
capital.
 
 Basics and Diluted Net Loss
Per Common Share
 
 The
Company computes per share amounts in accordance with SFAS No. 128, “Earnings
per Share”.  SFAS No. 128 requires presentation of basis and diluted
EPS.  Basic EPS is computed by dividing the income (loss) available to
Common Shareholders by the weighted-average number of common shares outstanding
for the period.  Diluted EPS is based on the weighted-average number
of shares of common stock and common stock equivalents outstanding during the
periods.
 
 Basics and Diluted Net Loss
Per Common Share (Continued)
 
 As of
February 28, 2009, the Company issued one type of shares, i.e., common shares
only.  There are no other types securities were
issued.  Accordingly, the diluted and basics net loss per common share
are the same.
 
 The
following table I illustrated the calculations for basics and diluted net loss
per common share for the period of February 28 (Date of inception) to February
29, 2008. Table II shows the calculations for basics and diluted net loss per
common share for the period March 1, 2008 to February 28, 2009, and cumulative
period from February 28, 2008 (Date of inception) through February 28,
2009.
 
 Table
I
 
 Period
      Ended February 29, 2008Loss
      available to common stockholders
                      
                      
                      
                      
                      
                      $
                      (6,534
                      )Activity
                      
                      
                      Shares
      Outstanding
                      
                      
                      Days
                      
                      
                      Weighted
      Average Share2/28/2008
                      2/28/2008
                      
                      
                      52,000,000
                      
                      
                      
                      52,000,000
                      
                      
                      
                      1
                      
                      
                      
                      26,000,0002/29/2008
                      2/29/2008
                      
                      
                      -
                      
                      
                      
                      52,000,000
                      
                      
                      
                      1
                      
                      
                      
                      26,000,000Total
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2
                      
                      
                      
                      52,000,000Basic
      & Diluted Net Loss Per Common Share
                      
                      
                      
                      
                      
                      
                      $
                      (0.00
                      )
 
 19
 Table of Contents
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
  NOTES
TO FINANCIAL STATEMENTS
 
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Basics and Diluted Net Loss
Per Common Share (Continued)
 
 Table
II
  Period
      Ended February 28, 2009Loss
      available to common stockholders
                    
                    
                    
                    
                    
                    $
                    (600,586
                    )Activity
                    
                    
                    Shares
      Outstanding
                    
                    
                    Days
                    
                    
                    Weighted
      Average Share3/1/2008
                    3/20/2008
                    
                    
                    -
                    
                    
                    
                    52,000,000
                    
                    
                    
                    20
                    
                    
                    
                    2,849,3153/21/2008
                    5/28/2008
                    
                    
                    100,000
                    
                    
                    
                    52,100,000
                    
                    
                    
                    69
                    
                    
                    
                    9,849,0415/29/2008
                    7/14/2008
                    
                    
                    78,000
                    
                    
                    
                    52,178,000
                    
                    
                    
                    47
                    
                    
                    
                    6,718,8117/15/2008
                    8/13/2008
                    
                    
                    2,018,000
                    
                    
                    
                    54,196,000
                    
                    
                    
                    30
                    
                    
                    
                    4,454,4668/14/2008
                    8/24/2008
                    
                    
                    (20,010,000
                    )
                    
                    
                    34,186,000
                    
                    
                    
                    11
                    
                    
                    
                    1,030,2638/25/2008
                    2/28/2009
                    
                    
                    1,294,000
                    
                    
                    
                    35,480,000
                    
                    
                    
                    188
                    
                    
                    
                    18,274,630Total
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    365
                    
                    
                    
                    43,176,526Basic
      & Diluted Net Loss Per Common Share
                    
                    
                    
                    
                    
                    
                    $
                    (0.01
                    )
 
  Table
III:
  Cumulative
      Period From February 28 2008 to February 28, 2009Loss
      available to common stockholders
                  
                  
                  
                  
                  
                  $
                  (607,120
                  )Activity
                  
                  
                  Shares
      Outstanding
                  
                  
                  Days
                  
                  
                  Weighted
      Average Share2/28/2008
                  2/28/2008
                  
                  
                  52,000,000
                  
                  
                  
                  52,000,000
                  
                  
                  
                  1
                  
                  
                  
                  141,6892/29/2008
                  3/20/2008
                  
                  
                  -
                  
                  
                  
                  52,000,000
                  
                  
                  
                  21
                  
                  
                  
                  2,975,4773/21/2008
                  5/28/2008
                  
                  
                  100,000
                  
                  
                  
                  52,100,000
                  
                  
                  
                  69
                  
                  
                  
                  9,795,3685/29/2008
                  7/14/2008
                  
                  
                  78,000
                  
                  
                  
                  52,178,000
                  
                  
                  
                  47
                  
                  
                  
                  6,682,1967/15/2008
                  8/13/2008
                  
                  
                  2,018,000
                  
                  
                  
                  54,196,000
                  
                  
                  
                  30
                  
                  
                  
                  4,430,1918/14/2008
                  8/24/2008
                  
                  
                  (20,010,000
                  )
                  
                  
                  34,186,000
                  
                  
                  
                  11
                  
                  
                  
                  1,024,6498/25/2008
                  2/28/2009
                  
                  
                  1,294,000
                  
                  
                  
                  35,480,000
                  
                  
                  
                  188
                  
                  
                  
                  18,175,041Total
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  367
                  
                  
                  
                  43,224,610Basic
      & Diluted Net Loss Per Common Share
                  
                  
                  
                  
                  
                  
                  $
                  (0.01
                  )
 
 The
equation from computing basic and diluted EPS is: Income
available to common shareholders/Weighted-average shares
  Revenues
 
 The
Company commenced receipt of receipts for services yet to be provided. The
Company has recorded these as deferred revenue of $ 7,730 on the balance sheet.
The Company will be commencing recognition of revenues in the first fiscal
quarter of 2010. 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.
  20
 Table of Contents
 
 
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Cost of Goods
Sold
 
 As of
February 28, 2009, the Company paid $ 10,608 to the subcontractors, i.e. Quality
Environmental Solutions, Inc, for their work performances of the
projects.
  As of
February 28, 2009, the Company accrued accounts payable for the project of
Alliance Petroleum, located at 5841 West 66th Street,
Bedford Park, IL 60638, for the total amount of $139,085.21.
 
 Cost
      of Goods Sold for Alliance Petroleum at Bedford Park,
    ILVendor
      Name
                                                      
                                                      Project
                                                      
                                                      Accounts
      PayablePrairie
      Analytical System
                                                      
                                                      Bedford
      Park
                                                      
                                                      $
                                                      3,190.00Prairie
      Analytical System
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      2,324.00Prairie
      Analytical System
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      2,610.00Veolia
      Environmental Services
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      36,758.21Future
      Environmentaling
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      1,712.50Future
      Environmentaling
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      1,132.50M
      & D Cartage Excavating
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      91,358.00Total
                                                      
                                                      
                                                      
                                                      $
                                                      139,085.21
 
 Accounts
Receivable
 
 The
Company when it will conduct business will extend credit based on an evaluation
of the customers’ financial condition, generally without requiring collateral.
Exposure to losses on receivables is expected to vary by customer due to the
financial condition of each customer. The Company will monitor exposure to
credit losses and maintain allowances for anticipated losses considered
necessary under the circumstances. The Company has not recorded any receivables,
and therefore no allowance for doubtful accounts at February 28, 2009 and
February 29, 2008, respectively.
  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.
 
 Professional
Fees
 
 From the
period of March 1, 2008 to February 28, 2009, the company has a total of $
71,203 professional fee, included $ 23,566 for accounting and auditing, $ 44,637
for legal fee, and $3000 for professional consulting fee.
 
 Operating
Expense
 
 As of
February 28, 2009 and February 29, 2008, the company has a total operating
expense of $ 450, 993 and $ 6,534 respectively.
  Details
are listed in Table IV:
 
 21
 Table of Contents
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Table
IV: Operating Expense.
  Operating
      Expense:
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      2/28/2009
                                                                                                      
                                                                                                      
                                                                                                      2/29/2008Gifts
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      529.75
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Trade
      Shows
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      900.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Training
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      5,147.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Health
      Insurance
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      569.35
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -State
      Fees
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      2,294.75
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Automobile
      Expense
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      715.74
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Bank
      Service Charges
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      3,300.04
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Compensation
      Expense
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      150,625.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Computer
      Expense
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      631.54
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      111.56Consulting
      Expense
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      162,500.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Depreciation
      Expense
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      1,165.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Dues
      and Subscriptions
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      1,101.31
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Licenses
      and Permits
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      630.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Miscellaneous
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      127.07
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Office
      Supplies
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      8,528.59
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      199.80Postage
      and Delivery
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      305.54
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Printing
      and Reproduction
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      1,238.87
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Professional
      FeesAccounting
      & Auditing
                                                                                                      
                                                                                                      
                                                                                                      23,566.18
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Legal
      Fees
                                                                                                      
                                                                                                      
                                                                                                      44,637.00
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      2,000.00Professional
      Fees - Other
                                                                                                      
                                                                                                      
                                                                                                      3,000.00
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,487.90Total
      Professional Fees
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      71,203.18
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      3,487.90Rent
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      16,550.66
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Small
      Expendable Tools
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      675.00
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Telephone
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      2,840.79
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Travel
      & EntertainmentAirfare
                                                                                                      
                                                                                                      
                                                                                                      8,170.29
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,804.98Auto
                                                                                                      
                                                                                                      
                                                                                                      3,809.83
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      467.02Lodging
                                                                                                      
                                                                                                      
                                                                                                      2,756.63
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      414.32Meals
                                                                                                      
                                                                                                      
                                                                                                      4,387.53
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      48.39Travel
      & Entertainment - Other
                                                                                                      
                                                                                                      
                                                                                                      290.00
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Total
      Travel & Entertainment
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      19,414.28
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      2,734.71Total
      Operating Expense
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      450,993.46
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      6,533.97
 
 22
 Table of Contents
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Accounts
Payable
 
 The
Company incurred accounts payable for professional fee of $16,000 and cost of
goods sold of $139,085.21, respectively.
 
 The
professional fee is consists of $12,000 payable to Williams Law Group for legal
fee and $4,000 for 10-Q review fee to KBL, LLP.
 
 The cost
of goods sold were accrued for the gas station of Alliance Petroleum located at
5841 West 66th Street,
Bedford Park, IL 60638, for the total amount of $139,085.21.
  Cost
      of Goods Sold for Alliance Petroleum at Bedford Park,
    ILVendor Name
                                                      
                                                      Project
                                                      
                                                      Accounts
      PayablePrairie
      Analytical System
                                                      
                                                      Bedford
      Park
                                                      
                                                      $
                                                      3,190.00Prairie
      Analytical System
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      2,324.00Prairie
      Analytical System
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      2,610.00Veolia
      Environmental Services
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      36,758.21Future
      Environmentaling
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      1,712.50Future
      Environmentaling
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      1,132.50M
      & D Cartage Excavating
                                                      
                                                      Bedford
      Park
                                                      
                                                      
                                                      91,358.00Total
                                                      
                                                      
                                                      
                                                      $
                                                      139,085.21
 
 Recent Accounting
Pronouncements
 
 The
Financial Accounting Standards Board (“FASB”) has recently issued several new
accounting pronouncements, which may apply, to the Company at present, or in the
proceeding months as operations expand.
 
 In July
2006, the FASB issued Financial Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN
48”), and supplemented by FASB Financial Staff Position FIN 48-1, Definition of
Settlement in FASB Interpretation No. 48, issued May 2, 2007.  FIN 48
specifies how tax benefits for uncertain tax positions are to be recognized,
measured, and derecognized in financial statements; requires certain disclosures
of uncertain tax matters; specifies how reserves for uncertain tax positions
should be classified on the balance sheet; and provides transition and interim
period guidance, among other provisions.  FIN 48 is effective for
fiscal years beginning after December 15, 2006 and as a result, is effective for
the Company in the fiscal year 2008.
  Recent Accounting
Pronouncements (Continued)
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
157”).  SFAS 157 defines fair value, establishes a framework for using
fair value assets and liabilities, and expends disclosures about fair value
measurements.  This statement applies whenever other statements
require or permit assets or liabilities to be measured at fair
value.  SFAS 157 is effective for fiscal years beginning after
November 15, 2007.  The management believes that there is no material
impact on its consolidated results of operations, cash flows, and financial
position.
 
 In
September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 108, Quantifying Financial Misstatements (“SAB
108”), which expresses the Staff’s views regarding the process of quantifying
financial statement misstatements.  Registrants are required to
quantify the impact of correcting all misstatements, including both carryover
and reversing effects of prior year misstatements, on the current year financial
statements.  The financial statements would require adjustment when
either approach results in quantifying a misstatement that is material, after
considering all relevant quantitative and qualitative factors.  SAB
108 is effective for financial statements covering the first fiscal year ending
after November 15, 2006.  The management believes that there is no
material impact on its consolidated results of operations, cash flows, and
financial position.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) 110 Share-Based
Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14,
“Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of
Section D.2 of Topic 14 expresses the views of the staff regarding the use of
the “simplified” method in developing an estimate of the expected term of “plain
vanilla” share options and allows usage of the “simplified” method for share
option grants prior to December 31, 2007. SAB 110 allows public companies which
do not have historically sufficient experience to provide a reasonable estimate
to continue use of the “simplified” method for estimating the expected term of
“plain vanilla” share option grants after December 31, 2007. SAB 110 is
effective January 1, 2008 which the Company adopted upon its inception. The
Company currently uses the “simplified” method to estimate the expected term for
share option grants to employees as it does not have enough historical
experience to provide a reasonable estimate. The Company will continue to use
the “simplified” method until it has enough historical experience to provide a
reasonable estimate of expected term in accordance with SAB 110. The Company
does not expect SAB 110 will have a material impact on its balance sheet,
statement of operations and cash flows.
  23
 Table of Contents
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting
Pronouncements (Continued)
 
 In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 141R, Business Combinations. Statement No. 141R modifies the
accounting and disclosure requirements for business combinations and broadens
the scope of the previous standard to apply to all transactions in which one
entity obtains control over another business.
 
 In
December 2007, the FASB issued SFAS No. 160 Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51, this Statement
amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements”
to establish accounting and reporting standards for the non-controlling interest
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is
required to be adopted simultaneously with SFAS 141R and is effective for
reporting periods on or after December 15, 2008. An earlier adoption is not
permitted. Currently, the Company does not have any non-controlling interests
and accordingly, the adoption of SFAS 160 is not expected to have a material
impact on our financial position, cash flows or results of
operations.
 
 NOTE
C – RELATED PARTY TRANSACTIONS
  Loans from
officer
 
 At
February 29, 2008, the Company had a receivable from its founder aggregating
$25,267 for the purchase of common stock. The outstanding balance bears interest
at 5%, pursuant to an oral agreement, is due on demand and is unsecured. This
receivable was subsequently paid in full by May 31, 2008. In order to continue
operating the business, the officer advanced his personal asset to the
company.
 
 As of
February 28, 2009, the loans amount from the officer was $ 69,758. The details
are listed as follows:
   Table
V:
 Due
      to Officer :
                                                                
                                                                Date
                                                                
                                                                AmountPurchase
      of founders shares
                                                                
                                                                2/28/08
                                                                
                                                                $
                                                                50,000.00Expenses
      - paid by officer personally
                                                                
                                                                2/29/08
                                                                
                                                                
                                                                (24,732.97
                                                                )Bal
      - Feb 29, 2008
                                                                
                                                                $
                                                                25,267.03Expenses
      - paid by officer personally
                                                                
                                                                3/31/08
                                                                
                                                                
                                                                (4,064.37
                                                                )Expenses
      - paid by officer personally
                                                                
                                                                4/30/08
                                                                
                                                                
                                                                (3,645.91
                                                                )Expenses
      - paid by officer personally
                                                                
                                                                5/31/08
                                                                
                                                                
                                                                (7,062.84
                                                                )Officer
      Advance
                                                                
                                                                5/31/08
                                                                
                                                                
                                                                (20,001.00
                                                                )Accrued
      interest
                                                                
                                                                
                                                                
                                                                
                                                                100.00Bal
      - May 31, 2008
                                                                
                                                                
                                                                (9,407.09
                                                                )Officer
      Advance
                                                                
                                                                6/30/08
                                                                
                                                                
                                                                -Officer
      Advance
                                                                
                                                                7/31/08
                                                                
                                                                
                                                                -Officer
      Advance
                                                                
                                                                8/31/08
                                                                
                                                                
                                                                (22,000.00
                                                                )Bal
      - Aug 31, 2008
                                                                
                                                                
                                                                (31,407.09
                                                                )Officer
      Advance
                                                                
                                                                9/30/08
                                                                
                                                                
                                                                (5,405.00
                                                                )Officer
      Advance
                                                                
                                                                10/31/08
                                                                
                                                                
                                                                -Officer
      Advance
                                                                
                                                                11/30/08
                                                                
                                                                
                                                                (3,416.15
                                                                )Bal
      - Nov 30, 2008
                                                                
                                                                
                                                                (40,228.24
                                                                )Repay
      to officer
                                                                
                                                                12/31/08
                                                                
                                                                
                                                                1,000.00Officer
      Advance
                                                                
                                                                1/31/09
                                                                
                                                                
                                                                (30,732.00
                                                                )Officer
      Advance
                                                                
                                                                2/28/09
                                                                
                                                                
                                                                202.21Bal
      - Feb 28, 2009
                                                                
                                                                $
                                                                (69,758.03
                                                                )
 
 24
 Table of Contents
 
 
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
 
 Accrued
Compensation
 
 As of
February 28, 2009, the company has a total of $ 70,625 accrued compensation for
COO, Ronald Hardesty started from March 21, 2008 to February 28,
2009.
 
 For the
period ended February 28, 2009, the Company’s President and founding
shareholder, Philip J. Huseyinof, has provided services to the Company without
the expectation of receiving any compensating payment. The value of these
services was estimated at $75,000, 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.
 
 Common Shares Issued for
consulting services
 
 As of
February 28, 2009, total 3,240,000 shares were issued to officer and
shareholders.  Please see the Table VI below for details:
 
 Table
VI:
 Name
                                    
                                    Total
      Shares
                                    
                                    
                                    Shares
      Value
                                    
                                    RelationshipPivo
      Associates
                                    
                                    
                                    2,000,000
                                    
                                    
                                    $
                                    100,000
                                    
                                    Public
      Relation ConsultantSavinder
      Singh
                                    
                                    
                                    10,000
                                    
                                    
                                    $
                                    500
                                    
                                    Independent
      ContractorDavid
      Tuzzonino
                                    
                                    
                                    10,000
                                    
                                    
                                    $
                                    500
                                    
                                    Independent
      ContractorGeorge
      Colin
                                    
                                    
                                    10,000
                                    
                                    
                                    $
                                    500
                                    
                                    ShareholderAnthony
      Anish
                                    
                                    
                                    10,000
                                    
                                    
                                    $
                                    500
                                    
                                    LeaserRonald
      Hardesty
                                    
                                    
                                    1,200,000
                                    
                                    
                                    $
                                    60,000
                                    
                                    COOTotal
                                    
                                    
                                    3,240,000
                                    
                                    
                                    $
                                    162,000
  Operating
Leases
 
 The
Company entered into three leases for its corporate offices under terms of
non-cancelable operating leases. The first lease term is from June 1, 2008
through November 30, 2008 and requires a $3,458 monthly lease payment. The
second lease consists of a sublease of office space from a related party, which
is a business affiliated with the Company’s founding shareholder, officer and
director. The sublease term runs from August 1, 2008 through January 31, 2010
and requires a $1,464 monthly lease payment. The third lease consists of a
sublease of office space. The sublease term runs from September 1, 2008 through
August 31, 2009 and required the issuance of 10,000 shares of Company common
stock as consideration for the entire lease term.  The value of the
common stock was at $.05 per share or $500.
 
 NOTE
D – SHAREHOLDERS’ EQUITY
 
 Common
Stock
 
 On
February 28, 2008 (date of inception) the Company issued 50,000,000 shares of
common stock to its founder at $ 0.001 per share or $50,000 in initial capital
($ 24,733 cash and $ 25,267 subscription receivable) to fund the Company’s
development efforts.
 
 Additionally
on February 28, 2008, the Company issued 2,000,000 shares of common stock for
legal services rendered which were valued at $2,000 based on the $ 0.001 value
of the shares issued at.
 
 On March
21, 2008, the company issued 100,000 shares at a value of $ 0.05 per share to
one of the officer for compensation expense upon to the employment agreement at
a total value of $ 5,000.
 
 During
the period March 1, 2008 through 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.
 
 The
Company’s founder returned 20,010,000 shares of common stock to the Company for
no consideration of cancellation on August 14, 2008.
 
 Therefore,
as of February 28, 2009, there were a total of 35,480,000 common shares
outstanding.
  25
 Table of Contents
 
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
D – SHAREHOLDERS’ EQUITY (Continued)
 
 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.
 
 Contributed
Capital
 
 For the
period ended February 28, 2009, the Company’s President and founding shareholder
has provided services to the Company without the expectation of receiving any
compensating payment. The value of these services was estimated at $75,000,
based upon the value of another executive officer of the Company presently under
contract. Accordingly, the Company has recorded the value of these services as a
charge to operations and a corresponding credit to Paid in Capital in these
accompanying financial statements.
 
 NOTE
E – SUBSEQUENT EVENTS
 
 The
deferred revenue of $7,730 received on October 2008, was recognized on March 18
2009 for the project of Fill & Fly, Inc. located at 2420 24th St.,
Rock Island, IL 61201.
 
 NOTE
F - GOING CONCERN
 
 As shown
in the accompanying 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 $600,686 and $607,220 in the 12 months ended
February 28, 2009 and period February 28, 2008 (inception) through February 28,
2009, respectively. The Company has not recorded any revenues and is considered
to be a development stage company.
 The
Company is currently in the development stage and their activities consist
solely of corporate formation, raising capital, and attempting to secure
environmental remediation contracts.
 
 There is
no guarantee that the Company will be able to raise enough capital or generate
revenues to sustain its operations and carry out its business
plan.  These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.
 
 Management’s
plan in this regards, include seeking environmental remediation contracts from
potential clients and raising additional funds through a private placement
offering of the Company’s common stock. In fiscal 2009, the Company has raised
an additional $7,500 through February 28, 2009. Management believes that the
Company’s business development and capital raising activities will provide them
with the ability to continue as a going concern.
 
 The
financial statements do not include any adjustments relating to the carrying
amounts of recorded assets or the carrying amounts and classification of
recorded liabilities that may be required should the Company be unable to
continue as a going concern.
 
 The
Company’s lack of operating history and financial resources raise substantial
doubt about its ability to continue as a going concern.  The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operations.
 
 NOTE
G – INCOME TAXES
 
 The
Company has incurred net losses since inception. The Company has not reflected
any benefit of such net operating loss carry forward in the accompanying
financial statements.
 
 The
income tax benefit differed from the amount computed by applying the US federal
income tax rate of 34% to net loss as a result of the following:
 
 26
 Table of Contents
 
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 
 NOTES
TO FINANCIAL STATEMENTS
 
 
 NOTE
G – INCOME TAXES (Continued)
  2009
                      
                      
                      2008Computed
      expected tax benefit
                      
                      
                      (34.00
                      )
      %
                      
                      
                      (34.00
                      )
      %State
      income tax, net of federal benefit
                      
                      
                      (7.30
                      )
                      
                      
                      (7.30
                      )Change
      in federal tax rate apportionment
                      
                      
                      19.00
                      
                      
                      
                      19.00Change
      in valuation allowance
                      
                      
                      22.30
                      
                      
                      
                      22.30Income
      tax benefit
                      
                      
                      -
                      %
                      
                      
                      -
                      %
 The tax
effect of temporary differences that give rise to significant portions of the
deferred tax assets as of February 28, 2009 and February 29, 2008 is presented
below:
 
 Deferred
Tax Assets:
  2009
                            
                            
                            2008Organizational
      start-up costs
                            
                            $
                            -
                            
                            
                            $
                            1,400Valuation
      allowance
                            
                            
                            -
                            
                            
                            
                            (1,400
                            )Net
      deferred tax assets
                            
                            $
                            -
                            
                            
                            $
                            -
 
 In
assessing the realization of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during periods in which
those temporary differences become deductible.
 
 Based
upon the lack of historical taxable income and uncertain projections of future
taxable income over the periods in which the deferred tax assets are deductible,
management believes that it is more likely than not that the Company will not
realize the benefits of these deductible differences. Accordingly, the Company
has provided a valuation allowance against the net deferred tax assets
aggregating $1,400 as of February 29, 2008, and there’s no valuation allowance
against the net deferred tax assets as of February 28, 2009.


27
 Table of Contents





Item9. Changes in
and Disagreements With Accountants on Accounting and Financial
Disclosure





In May
2009, KBL, LLP (“KBL”) was dismissed by vote of the Board of Directors as
International Development and Environmental Holdings’ (“IDEH”) independent
registered public accounting firm.  On the same date, the Board voted
to retain Enterprise CPAs, Ltd. (“Enterprise”) as IDEH’s independent registered
public accounting firm.





KBL did
not report on the financial statements for IDEH’s fiscal year ended February 29,
2008.





IDEH had
no disagreements with KBL during the period from January 13, 2009or during the
subsequent interim periods preceding the termination on any matters of
accounting principles or practices, financial statement disclosure, auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of KBL, would have caused KBL to make reference to the subject matter of such
disagreement(s) in connection with its report.





IDEH
provided KBL with a copy of the disclosures made in response to Item 304(a) of
Regulation S-K on June 15, 2009 and an opportunity to furnish IDEH with a letter
addressed to the Securities and Exchange Commission (“SEC”) containing any new
information, clarification of the expression of IDEH’s views, or the respects in
which it does not agree with the statements made by IDEH
herein.     Because we filed this report on Form 10-K the
same date of such notification, KBL has provided a letter addressed to the SEC
in response to Item 304(a)(3) of Regulation S-K.





On
January 13, 2009, Salberg & Company, P.A. (“Salberg”) was replaced by vote
of the Board of Directors as International Development and Environmental
Holdings’ (“IDEH”) independent registered public accounting firm and retained
KBL, LLP (“KBL”) as IDEH’s independent registered public accounting
firm.





Salberg’s
reports on the financial statements for IDEH’s fiscal year ended February 29,
2008 did not contain any adverse opinion or a disclaimer of
opinion.  The report was not qualified or modified as to uncertainty,
audit scope, or accounting principles, other than an explanatory paragraph with
respect to the Company’s ability to continue as a going concern.





IDEH had
no disagreements with Salberg during the period from inception to the end of its
first fiscal year or during the subsequent interim periods preceding the
termination on any matters of accounting principles or practices, financial
statement disclosure, auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Salberg, would have caused Salberg to make
reference to the subject matter of such disagreement(s) in connection with its
report.





IDEH
provided Salberg with a copy of the disclosures made in response to Item 304(a)
of Regulation S-K and an opportunity to furnish IDEH with a letter addressed to
the Securities and Exchange Commission (“SEC”) containing any new information,
clarification of the expression of IDEH’s views, or the respects in which it
does not agree with the statements made by IDEH
herein.    Salberg declined to provide a letter addressed to
the SEC in response to Item 304(a)(3) of Regulation S-K.





Item9A.  Controls and
  Procedures




Not
required.




Item9B. Other Information




None.




28
 Table of Contents




PART
III




Item10. Directors, Executive Officers and Corporate
      Governance




Directors
and Officers





The Board
of Directors elects our executive officers annually. A majority vote of the
directors who are in office is required to fill vacancies. Each director shall
be elected for the term of one year and until his successor is elected and
qualified or until his earlier resignation or removal. Our directors and
executive officers are as follows:





Name
                        
                        Age
                        
                        PositionDr.
      Philip J. Huseyinof
                        
                        37
                        
                        President
      & CEO, DirectorRonald
      Hardesty
                        
                        44
                        
                        COO AND
      Interim
CFO





Dr.
Philip J. Huseyinof has been our President, CEO, and Director since inception.
Since March 2007, he has been a Partner - National Holdings, LLC, a Residential
development company. Since March 2006, he has been Co-Founder and Partner-
Commercial Funding & Development Group, LLC./ SMG Title, a commercial
development and lending company where he founded and managed a title agency.
From December 2006 to date, he has been Branch Manager - Open Mortgage
(Schaumburg Branch), a mortgage lending company. From October 2004 to May 2007,
he was Co-Founder & Member - Superior Management Group, LLC., a restaurant
management company. From January 2004 to December 2006, he was Co-Founder and
Vice-President - Elite Mortgage Company, a mortgage lending company.From December 2000 to
December 2003, he was Senior Loan Officer/Division Manager - Mortgage Works,
Inc., a mortgage lending company.







Education
            D.Sc.
      - Environmental Science, Rochville University Doctor of Science,
      Combo Program. Awarded in Environmental Science
              M.S.- Awarded in
      Environmental Safety Management Kennedy Western University/Rochville
      University Thesis/Dissertation-- Emissions
      Trading
              B.S.- Accounting,
      minor in Finance, College of Commerce, DePaul University
            01/2007-
              03/2008
              11/2005-
              01/2007
              06/1998-
              06/2000PROFESSIONAL
              LICENSES &
      CERTIFICATIONS
             ASTM
      Property Condition Assessment Certification.
               ASTM
      PSA Phase I Certification.
               Certificate
      of Distinction - Terrestrial Surface Systems.
               Award
      of Excellence in Environmental Science.
               IL.
      Dept. of Financial and Professional Regulation, Division of Banking Loan
      Originator’s License.
               IL.
      DFPR, Division of Banking, Branch/Branch Manager Mortgagee
      License.
               Certificate
      of Registration under the Title Insurance Act by The Division of Financial
      Institutions.
               20+
      Certificates of Completion for Continuing Education from the Mortgage
      Education Foundation.
               Certified
      Environmental Professional





Ronald
Hardesty has been COO and the Interim CFO since January 31,
2009.  Also, he is the current president of Business
Development.  From 1991 to date, he has been a real estate
professional, as a realtor, formally with Century 21 Residential &
Commercial and REMAX Residential & Commercial, Bloomingdale,
IL.  He is a Board Certified Realtor in Illinois.  He is
currently pursuing the Illinois Real Estate Broker’s License for Global Real
Estate and Finance Company.




Family
Relationships





There are
no family relationships among our officers or directors.




29
 Table of Contents





Legal
Proceedings





No
officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last five 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;
      and






            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.




We do not
currently have a Code of Ethics applicable to our principal executive, financial
or accounting officer.





Compliance
with Section 16(a) of the Exchange Act





Compliance
is not required.




Item11.  Executive
  Compensation




Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to our
Principal Executive Officer, our two most highly compensated executive officers
other than our PEO who occupied such position at the end of our latest fiscal
year and up to two additional executive officers who would have been included in
the table below except for the fact that they were not executive officers at the
end of our latest fiscal year, by us, or by any third party where the purpose of
a transaction was to furnish compensation, for all services rendered in all
capacities to us for the latest two fiscal years ended February 28, 2009, and
February 29, 2007.




Name
                          
                          Title
                          
                          Year
                          
                          Salary [1]
                          
                          
                          Bonus
                          
                          
                          Stock awards
                          
                          
                          Option awards
                          
                          
                          Non equity incentive plan
      compensation
                          
                          
                          Non qualified deferred
      compensation
                          
                          
                          All other compensation
                          
                          
                          TotalPhilip
      Huseyinof
                          
                          CEO
                          
                          2009
                          
                          $
                          75,000
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          02008
                          
                          $
                          70,625
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Ronald
      Hardesty
                          
                          Interim
      CFO
                          
                          2009
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          02008
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0




[1]  Represents
accrued and unpaid compensation.





Compensation
Agreements





We have
entered into an oral employment arrangement with Mr. Huseyinof pursuant to which
we will pay him an annual salary of $225,000 to be paid only if funds
permit.  For the period ended February 28, 2009, our President and
founding shareholder, Philip J. Huseyinof, has provided services to us without
the expectation of receiving any compensating payment. The value of these
services was estimated at $75,000, based upon the value of another executive
officer of us presently under contract. Accordingly, we have recorded the value
of these services as a charge to operations and a corresponding credit to Paid
in Capital in our financial statements.





We have
entered into a employment agreement with Mr. Hardesty pursuant to which we will
pay him an annual salary of $75,000 to be paid when funds permit.




30
 Table of Contents





Outstanding
Equity Awards At Fiscal Year-End





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END February 28, 2009


Name
                                    
                                    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
                                    
                                    
                                    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
                                      Vested
                                      ($)Philip
      Huseyinof
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0Ronald
      Hardesty
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0
                                    
                                    
                                    0




No option
awards, unexercised options, unvested stock awards or equity incentive plan
awards were granted to our named executive officers during fiscal year ended at
February 28, 2009.




Director
Compensation





The
following table summarizes the compensation paid to IDEH’ directors for the
fiscal year ended February 28, 2009:




Name
                          
                          Fees
                          
                          
                          Stock
                          
                          
                          Option
                          
                          
                          Non-Equity
                          
                          
                          All
      Other
                          
                          
                          TotalEarned
      or
                          
                          
                          Awards
                          
                          
                          Awards
                          
                          
                          Incentive
      Plan
                          
                          
                          Compensation
                          
                          
                          ($)Paid
      in
                          
                          
                          ($)
                          
                          
                          ($)
                          
                          
                          Compensation
                          
                          
                          ($)Cash
                          
                          
                          
                          
                          
                          
                          
                          
                          ($)Philip
      Huseyinof
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Ronald
      Hardesty
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0





No
director was paid in any format of compensation as of February 28,
2009.




Item12.  Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters





The
following tables set forth the ownership, as of the date of this prospectus, 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.  To the best of our knowledge, the
persons named have sole voting and investment power with respect to such shares,
except as otherwise noted.  There are not any pending or anticipated
arrangements that may cause a change in control.  However, in order to
protect shareholder value, Mr. Huseyinof entered into preliminary discussions
with several sources concerning selling his controlling interest in the
company.  He has no legally binding agreement, commitment or
understanding to do so.




31
 Table of Contents




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.  The business
address of the shareholders is 1701 E. Woodfield RD. Suite 915, Schaumburg, IL.
60173.





Shareholders
                      
                      #
      of Shares
                      
                      PercentagePhilip
      J. Huseyinof
                      
                      
                      29,900,000
                      
                      
                      84
                      %All
      directors and executive officers as a group [2 persons]
                      
                      
                      29,900,000
                      
                      
                      84
                      %





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. Applicable percentages are based upon 35,480,000 shares of
common stock outstanding as of May 31, 2009.




Item13. Certain Relationships and Related Transactions,
and Director Independence.





Upon
formation, Dr. Philip J. Huseyinof, our founder and president acquired
50,000,000 shares for a price of $.001 or $50,000 aggregate based upon the par
value of our stock upon formation. On August 14, 2008, Mr. Huseyinof returned
20,010,000 of these shares to us for no consideration.





Our
office is located at 1701 E. Woodfield Rd. Suite 915 Schaumburg, IL. 60173 The
monthly rent is $1,463.79 and the lease is with an affiliate of our president.
The term of the lease is 8/01/2008 to 01/31/2010.





Mr.
Huseyinof returned 20,010,000 shares of common stock to the Company for no
consideration of cancellation on August 14, 2008.





At
February 29, 2008, the Company had a receivable from its founder Mr. Huseyinof
aggregating $25,267 for the purchase of common stock. The outstanding balance
bears interest at 5%, pursuant to an oral agreement, is due on demand and is
unsecured. This receivable was subsequently paid in full by May 31, 2008. In
order to continue operating the business, the officer advanced his personal
asset to the company. As of February 28, 2009, the loans amount from Mr.
Huseyinof was $ 69,758. The detail as following list:




Due
      to Officer :
                                                            
                                                            Date
                                                            
                                                            AmountPurchase
      of founders shares
                                                            
                                                            2/28/08
                                                            
                                                            $
                                                            50,000.00Expenses
      - pd by officer personally
                                                            
                                                            2/29/08
                                                            
                                                            
                                                            (24,732.97
                                                            )Bal
      - Feb 29, 2008
                                                            
                                                            $
                                                            25,267.03Expenses
      - paid by officer personally
                                                            
                                                            3/31/08
                                                            
                                                            
                                                            (4,064.37
                                                            )Expenses
      - paid by officer personally
                                                            
                                                            4/30/08
                                                            
                                                            
                                                            (3,645.91
                                                            )Expenses
      - paid by officer personally
                                                            
                                                            5/31/08
                                                            
                                                            
                                                            (7,062.84
                                                            )Officer
      Advance
                                                            
                                                            5/31/08
                                                            
                                                            
                                                            (20,001.00
                                                            )Accrued
      interest
                                                            
                                                            
                                                            
                                                            
                                                            100.00Bal
      - May 31, 2008
                                                            
                                                            
                                                            (9,407.09
                                                            )Officer
      Advance
                                                            
                                                            6/30/08
                                                            
                                                            
                                                            -Officer
      Advance
                                                            
                                                            7/31/08
                                                            
                                                            
                                                            -Officer
      Advance
                                                            
                                                            8/31/08
                                                            
                                                            
                                                            (22,000.00
                                                            )Bal
      - Aug 31, 2008
                                                            
                                                            
                                                            (31,407.09
                                                            )Officer
      Advance
                                                            
                                                            9/30/08
                                                            
                                                            
                                                            (5,405.00
                                                            )Officer
      Advance
                                                            
                                                            10/31/08
                                                            
                                                            
                                                            -Officer
      Advance
                                                            
                                                            11/30/08
                                                            
                                                            
                                                            (3,416.15
                                                            )Bal
      - Nov 30, 2008
                                                            
                                                            
                                                            (40,228.24
                                                            )Repay
      to officer
                                                            
                                                            12/31/08
                                                            
                                                            
                                                            1,000.00Officer
      Advance
                                                            
                                                            1/31/09
                                                            
                                                            
                                                            (30,732.00
                                                            )Officer
      Advance
                                                            
                                                            2/28/09
                                                            
                                                            
                                                            202.21Bal
      - Feb 28, 2009
                                                            
                                                            $
                                                            (69,758.03
                                                            )





Except as
set forth above, we have not entered into any material transactions with any
director, executive officer, and promoter, beneficial owner of five percent or
more of our common stock, or family members of such persons.




32
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Director
Independence





Our board
of directors has determined that we do not have a board member that qualifies as
“independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under
the Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.





Item14.  Principal Accountant Fees and
      Services





Salberg
& Company, P.S. was our independent auditors for the audit of our annual
financial statements for the fiscal year ended February 29, 2008, and review of
financial statements for the period ending May 31, and August 31, 2008 in our
Forms 10-Qs.  KBL, LLC also reviewed 10-Q for the period ending
November 30, 2008.





Enterprise
CPAs, Ltd. was our independent auditor for the audit of annual financial
statements for the fiscal year ended February 28, 2009.




The
following table shows the fees paid or accrued by us for the audit and other
services provided by our auditor for fiscal 2008 and 2009.




2009
                            
                            
                            2008Audit
      Fees
                            
                            $
                            11,010
                            
                            
                            $
                            23,556Audit-Related
      FeesTax
      FeesAll
      Other FeesTotal
                            
                            $
                            11,010
                            
                            
                            $
                            23,556




As
defined by the SEC, (i) “audit fees” are fees for professional services rendered
by our principal accountant for the audit of our annual financial statements and
review of financial statements included in our Form 10-Q, or for services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years; (ii) “audit-related
fees” are fees for assurance and related services by our principal accountant
that are reasonably related to the performance of the audit or review of our
financial statements and are not reported under “audit fees;” (iii) “tax fees”
are fees for professional services rendered by our principal accountant for tax
compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for
products and services provided by our principal accountant, other than the
services reported under “audit fees,” “audit-related fees,” and “tax
fees.”




Under
applicable SEC rules, the Audit Committee is required to pre-approve the audit
and non-audit services performed by the independent auditors in order to ensure
that they do not impair the auditors’ independence. The SEC’s rules specify the
types of non-audit services that an independent auditor may not provide to its
audit client and establish the Audit Committee’s responsibility for
administration of the engagement of the independent auditors. Until such time as
we have an Audit Committee in place, the Board of Directors will pre-approve the
audit and non-audit services performed by the independent auditors.




Consistent
with the SEC’s rules, the Audit Committee Charter requires that the Audit
Committee review and pre-approve all audit services and permitted non-audit
services provided by the independent auditors to us or any of our subsidiaries.
The Audit Committee may delegate pre-approval authority to a member of the Audit
Committee and if it does, the decisions of that member must be presented to the
full Audit Committee at its next scheduled meeting.





Item15.  Exhibits








Exhibit
      No.
                  
                  Document
      Description31.1
                  
                  CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
      2002.31.2
                  
                  CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
      2002.32.1
                  
                  CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF
      200232.2
                  
                  CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF
      2002






33
 Table of Contents




SIGNATURES




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




International
      Development and Environmental Holdings, a Nevada corporationDate:
      June
      15, 2009
                By:
                /s/ Philip
      HuseyinofPhilip
      HuseyinofPrincipal
      Executive Officer






In
accordance with the Exchange Act, 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/
      Philip Huseyinof
                Philip
      Huseyinof
                Principal
      Executive Officer and Director
                June
      15, 2009/s/
      Ronald Hardesty
                Ronald
      Hardesty
                Principal
      Financial Officer and Principal Accounting Officer
                June
      15, 2009











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