U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q  (Mark One)  SQuarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2008£Transition Report under Section 13 or 15(d) of the Exchange ActFor the Transition Period from ________to __________ Commission File Number: 0-52905  INTERNATIONAL INDUSTRIAL ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter)  NEVADA26-0091556(State of other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)  4116 Antique Sterling Ct.Las Vegas, NV89129(Address of principal executive offices)(Zip Code)  Registrant's Phone: (702) 255-4170  Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                              Yes S  No £  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  Large accelerated filer     £ Accelerated filer £ Non-accelerated filer £ Smaller reporting company S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S    No £  As of June 30 2008, the issuer had 2,500,000 shares of common stock issued and outstanding.        TABLE OF CONTENTSPagePART I  FINANCIAL INFORMATIONItem 1.Financial Statements3Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operation14Item 3.Quantitative and Qualitative Disclosures about Market Risk17Item 4.Controls and ProceduresPART II  OTHER INFORMATION17Item 1.Legal Proceedings17Item 1A.Risk Factors17Item 2.Unregistered Sales of Equity Securities and Use of Proceeds17Item 3.Defaults Upon Senior Securities17Item 4.Submission of Matters to a Vote of Security Holders17Item 5.Other Information18Item 6.Exhibits18      2       ITEM 1 FINANCIAL STATEMENTS  INTERNATIONAL INDUSTRIAL ENTERPRISES, INCCONSOLIDATED BALANCE SHEETS(unaudited)June 30,December 31,December 31,200820072006ASSETSCurrent Assets:Cash and Cash Equivalents$                (9)$            57$            72Note Receivable---Total Current Assets(9)5772TOTAL ASSETS(9)5772LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):Current Liabilities:Stockholder Loan$          15,171$         15,171$           12,900Total Liabilities15,17115,17112,900Stockholders' Equity (Deficit):Common Stock, authorized 50,000,000 shares, $.001 par value, 2,500,000,2,500,000 and 2,500,000 issued and 
outstanding, respectively2,5002,5002,500Additional Paid in Capital40,68540,68540,685Retained Deficit(58,365)(58,299)(56,013)Total Stockholders' Equity (Deficit)(15,147)(15,114)(12,828)Total Liabilities and Stockholders' Equity (Deficit)$                (9)$                57$                  72  The accompanying notes are an integral part of these consolidated financial statements.   3        INTERNATIONAL INDUSTRIAL ENTERPRISES INC.CONSOLIDATED STATEMENT OF OPERATIONSFor the Three
Months Ended
June 30,For the Year Ended
December 31,200820072006(unaudited)SALES$-$-$1,462GENRAL, ADMINISTRATIVE AND SELLING EXPENSES662,28627,223LOSS(66)(2,286)(25,761)INCOME TAX EXPENSE---OTHER INCOME---NET LOSS FOR THE PERIOD$(66)$(2,286)$(25,761)EARNINGS (LOSS) PER SHARE$-$-$(0.01)  The accompanying notes are an integral part of these consolidated financial statements.                         4         INTERNATIONAL INDUSTRIAL ENTERPRISES  CONSOLIDATED STATEMENT OF CASH FLOW   6 mos6 mosInception to30-Jun -0830-Jun-0730 Jun-08CASH FLOW FROM OPERATINGACTIVITIESNet loss$(66)$(466)$(58,365)CASH FLOWS FROM FINANCINGACTIVITIES:Proceeds/Payment on Note Receivables43,185Cash Over9-9Proceeds from Loan Payable--15,171NET CASH PROVIDED BYFINANCING ACTIVITIES9-58,365INCREASE (DECREASE) IN CASH(57)(466)-Cash at beginning of period57650-Cash at end of period$-$184$-    The accompanying notes are an integral part of these consolidated financial statements.  5        INTERNATIONAL INDUSTRIAL ENTERPRISES INCConsolidated Statement of Stockholders' Equity (Deficit)AdditionalCommon StockPaid-inRetainedSharesAmountCapital(Deficit)TotalBalance, December 31, 20052,500,000$2,500$40,685$(30,252)$12,933Net Loss for the year ended December 31, 2006---(25,761)(25,761)Balance, December 31, 20062,500,0002,50040,685(56,013)(12,828)Net Loss for the year ended December 31, 2007---(2,286)(2,286)Balance, December 31, 20072,500,0002,50040,685(58,299)(15,114)Net Loss for period ended June 30, 2008---(66)(66)Balance, June 30, 20082,500,000$2,500$40,685$(58,365)$(15,213)  The accompanying notes are an integral part of these consolidated financial statements.  7


INTERNATIONAL INDUSTRIAL ENTERPRISES INC.CONSOLIDATED STATEMENT OF CASH FLOWSFor the Three
Months Ended
June 30,For the Year Ended
December 31,200820072006(Unaudited)CASH FLOWS FROM OPERATING
ACTIVITIES:Net Loss$(66)$(2,286)$(25,761)CASH FLOWS FROM FINANCING
ACTIVITIES:Proceeds /Payment on Note Receivable--5,590Contributions to CapitalProceeds from Loan Payable-2,27112,900NET CASH PROVIDED BY
FINANCING ACTIVITIES-2,27118,490INCREASE (DECREASE) IN CASH(66)(15)(7,271)Cash at beginning of period57727,343Cash at end of period$(9)$57$72  The accompanying notes are an integral part of these consolidated financial statements.  8





INTERNATIONAL INDUSTRIAL ENTERPRISES, INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006   NOTE 1  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLCIES  The financials include the accounts of International Industrial Enterprises, Inc. (the Company) and Group One Associates, Inc. (GOA) a wholly owned subsidiary.  GOA, until July 2004 was in the corporate formation and resident agent business in the state of Nevada. In December 2005, GOA sold its assets, consisting of goodwill and a customer list to an unrelated third party. On December 21, 2005 GOA changed its name from Karlton Management Inc. GOA is in the publication of Tourists Maps business.  GOA (formerly Karlton) was incorporated in February of 1999 in the state of Nevada. The Company was incorporated in Delaware in 1976 and is the parent entity. The Company intends to seek additional acquisitions.  b. Going Concern  The Company has been unable to generate sufficient operating revenues and has incurred material losses.  There is no assurance that the Company will be able to obtain funding through the sale of additional securities or that such funding, if available, will be obtained on terms favorable to or affordable by the Company.  The accompanying financial statements have been prepared assuming the Company will continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.  BASIS OF PRESENTATION  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and estimates and assumptions that effect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Companys system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.   9





SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Principles of Consolidation.  The consolidated financial statements include the accounts of the Company and GOA. All significant intercompany balances and transactions have been eliminated in consolidation.  Fair value of financial instruments  The Companys financial instruments consist of cash and cash equivalents, receivables, accounts payable and accrued expenses, loans payable to related parties, and loans payable to third parties, which approximate fair value because of their short maturity.  Cash and cash equivalents  For purposes of the consolidated balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash equivalents.  Property and equipment  Property and equipment are recorded at cost.  All maintenance and repair costs are expensed when incurred.  Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets.  Other assets  Other assets are recorded at the lower of cost or fair value.  In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, these assets are reviewed at least annually for impairment.  Revenue recognition  Revenue is recognized on sales when services are completed.  Risk of loss on accounts receivable is assessed periodically and the allowance for doubtful accounts is adjusted based on this risk assessment.  Research and development costs - Research and development costs, including patent acquisition, filing and registration costs and prototype development costs, are charged to expense in the periods incurred   Stock-based compensation  The Company may periodically issue shares of common stock for services rendered or for financing costs. The company may also periodically issue shares of common stock in conjunction with the acquisition of an all or a portion of the equity interest in a business. The shares of common stock vest immediately on issuance and are not subject to any redemption rights.  The value of the shares of common stock issued for accounting purposes is based on the market price of the shares at the date of the transaction or on the fair value of the services rendered or net assets acquired, whichever is more determinable, based on the specific facts and circumstances of each transaction.  The company may periodically issue stock options to employees and stock options or warrants to non employees in non capital raising transactions for services and for financing costs. The Company has adopted Statement of financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFASno.123), which established a fair value method of accounting for stock based compensation plans.  10





The provisions of SFAS No. 123 allow companies to either record and expense in the financial statements to reflect the estimated fair value of stock options to employees, or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, but to disclose on an annual basis the pro forma. effect on net income (loss) and net income (loss) per share had the fair value of the stock options been recorded in the financial statements. SFAS 123 was amended by SFAS No. 148, which now requires companies to disclose in interim financial statements the pro forma effect on net income (loss) and net income (loss) per common share of the estimated fair market value of stock options issued to employees. The company has elected to continue to account for stock based compensation plans utilizing the intrinsic value method. Accordingly, compensation cost for stock options will be measured as the excess, if any, of the fair market price of the Companys common stock at the same date of grant above the amount an employee must pay to acquire the common stock.  In accordance with SFAS No. 123, the cost of stock options and warrants issued to non-employees is measured at the grant date based upon the fair value of the award. The fair value of the stock based award is determined using the Black Scholes option-pricing model. The resulting amount is charged to expense on the straight line basis over the period in which the company expects to receive benefit, which is generally the vesting period.  In accordance with SFAS No. 123, the company will provide footnote disclosure with respect to stock based employee compensation. The value of a stock based award will be determined using the Black Scholes option pricing model, whereby compensation cost is the fair value of the ward as determined by the pricing model at the grant date or measurement date. The resulting amount will be charged to expense on the straight line basis over the period in which the Company expects to receive benefit, which is generally the vesting period. Stock options issued to non employee directors at fair market value will be accounted for under the intrinsic value method. The company did not have any stock options outstanding during the years ended December 31, 2008 and 2007. Accordingly no pro forma financial disclosure is provided herein. Income taxes  Income taxes are accounted for under the assets and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.   Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  Earnings (loss) per share- Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents. Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later.   11





Recent Accounting Pronouncements In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS 141(R)). This Statement provides greater consistency in the accounting and financial reporting of business combinations. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. FAS 141(R) is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations. In December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in Consolidated Financial Statements (FAS 160). This Statement amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure at fair value eligible financial instruments and certain other items that are not currently required to be measured at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently assessing the impact the adoption of SFAS No. 159 will have on our financial position and results of operations. In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158 requires company plan sponsors to display the net over- or under-funded position of a defined benefit postretirement plan as an asset or liability, with any unrecognized prior service costs, transition obligations or actuarial gains/losses reported as a component of other comprehensive income in shareholders equity. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. We adopted the recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The adoption of SFAS No. 158 did not have an effect on the Companys financial position or results of operations. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, clarifies the definition of fair value and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change current practice for some entities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We will adopt SFAS No. 157 in the first quarter of fiscal 2009. We are currently assessing the impact that the adoption of SFAS No. 157 will have on our financial position and results of operations.  12





In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). This interpretation clarifies the application of SFAS No. 109, Accounting for Income Taxes, by defining a criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprises financial statements and also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, but earlier adoption is permitted. The Company is in the process of evaluating the impact of the application of the Interpretation to its financial statements.   NOTE 2- STOCKHOLDER LOAN  The Company is indebted to a shareholder, a related party for a loan of $15,171. Terms indicate that it is payable on demand interest free.   NOTE 3  INCOME TAXES  No provisions for income taxes have been recorded since the Company has incurred losses since inception.  Based on managements present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of net operating loss carryforwards as of December 31, 2007 will be realized.  Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2007.  The Company will continue to review this valuation allowance and make adjustments as appropriate.  Current United States tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.    13





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  FORWARD-LOOKING STATEMENTS  This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.  These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.  Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.  GENERAL DESCRIPTION OF BUSINESS  International Industrial Enterprises, Inc. was incorporated on November 19, 1976 in the State of Delaware by John C. Prescott, a resident of Las Vegas, Nevada whose purpose was real estate investment, which continued until April 1982 at which time a bankruptcy was declared. The company became dormant until July 29, 1994 when Jose F. Garcia made an offer to purchase the company.  14





Plans to operate a business materialize on June 14, 2004, when Jose F. Garcia, a major stockholder purchased Karlton Management, Inc., whose name was changed to Group One Associates Inc., a Nevada Corporation. Group One Associates, Inc. became an acquisition of our company, when Mr. Garcia made it a capital contribution to our company.  The new President Edward V. Stambro had many years of experience in designing and printing tourist maps for tourist oriented locations and work began on tourist maps for Las Vegas.  Our Business stalled for eight months due to the demise of our President in October 2006. On June 18, 2007, a new President was elected and our business began anew.  While we do not own any printing equipment; we do job-out our printing needs (maps) to established printing companies. Our tourist maps are due to be printed on quality paper stock and our map designs are comical as well as informational.  We intend to hire experienced advertising salesmen to sell advertising space on our maps.  There is vigorous competition in the publishing and distribution of maps of Las Vegas.  Some of these maps are sold and some are free.  We intend to compete by offering a free Las Vegas map with advertisers, which feature main thoroughfares (no secondary roads) and the location of Hotels, Casinos, Restaurants and tourist locations.  We are not dependent upon the availability of raw materials and do not have to rely upon any principal suppliers, patents, trademarks, licenses, concessions, royalty agreements and labor contracts.  Government regulations and approval are not required nor are there any probable government regulation foreseen in the future.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS  The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.   15





The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.  RESULTS OF OPERATIONS  The Company has achieved no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of approximately $66 for the three months ended June 30, 2008, compared with a net loss of $ 466 for the three months ended June 30, 2008.  The quarter's activities were financed primarily through previous sales of restricted common stock.  LIQUIDITY AND CAPITAL RESOURCES  Since its inception the Company has had limited operating capital, and has relied heavily on debt and equity financing.  The financial statements as of and for the period ended on December 31, 2007 expressed their substantial doubt as to the Company's ability to continue as a going concern. Without additional capital, it is unlikely that the Company can continue as a going concern. The Company plans to raise operating capital via debt and equity offerings. However, there are no assurances that such offerings will be successful or sufficient to fund the operations of the Company. In the event the offerings are insufficient, the Company has not formulated a plan to continue as a going concern. Moreover, if such offerings are successful, they may result in substantial dilution to the existing shareholders.  CRITICAL ACCOUNTING POLICIES  In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.  16





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The Company is not exposed to market risk related to interest rates or foreign currencies.  CONTROLS AND PROCEDURES  ITEM 4.  CONTROLS AND PROCEDURES  The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under the supervision and with the participation of the Company's President and Chief Financial Officer. Based upon that evaluation, they concluded that on March 30, 2008, the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act.   Changes in Internal Control Over Financial Reporting  There were no changes in the Companys internal control over financial reporting identified in connection with the foregoing evaluation that occurred during the first quarter of 2008 that have materially affected, or are reasonably likely to materially affect the Companys internal control over financial reporting.    PART II OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS  The Company is not a party to any legal proceedings.  ITEM 1A. RISK FACTORS  There are no material changes in the risk factors set forth in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year-ended December 31, 2007.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  There were no sales of unregistered equity securities during the covered time period.  ITEM 3. DEFAULTS UPON SENIOR SECURITIES  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None.  17





ITEM 5. OTHER INFORMATION  None.  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  The following documents are included or incorporated by reference as exhibits to this report:   Exhibit NumberDescription31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  (b)   REPORTS ON FORM 8-K  None. SIGNATURES  In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 11, 2008  International Industrial Enterprises, Inc.RegistrantBy: /s/ David RogersDavid Rogers
      Chairman of the Board
      Chief Executive Officer    18