U.S.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM
10-Q  (Mark One)  x
Quarterly
Report under Section 13 or 15(d) of the Securities Exchange Act of
1934For the
quarterly period ended September 30, 2008o
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)  NEVADA
26-0091556(State of other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification Number)  4116 Antique Sterling Ct.Las Vegas, NV
89129(Address of principal executive offices)
(Zip Code)  Registrant's Phone: (702) 255-4170  Indicate by check mark whether the issuer (1) filed all
reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934
during the past 12 months (or such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                              Yes
x  No 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.  Large accelerated filer £ Accelerated
filer o Non-accelerated filer £ Smaller
reporting company x  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  Yes x    No o  As of September 30 2008, the issuer had 2,500,000 shares
of common stock issued and outstanding.        TABLE OF CONTENTS
PagePART I  FINANCIAL
INFORMATIONItem 1.
Financial Statements
3Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operation
11Item 3.
Quantitative and Qualitative Disclosures about
Market Risk
13Item 4.
Controls and Procedures
13PART II  OTHER
INFORMATIONItem 1.
Legal Proceedings
13Item 1A.
Risk Factors
13Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
13Item 3.
Defaults Upon Senior Securities
14Item 4.
Submission of Matters to a Vote of Security
Holders
14Item 5.
Other Information
14Item 6.
Exhibits
14      2       ITEM 1. FINANCIAL STATEMENTS  INTERNATIONAL INDUSTRIAL
ENTERPRISES, INCCONSOLIDATED BALANCE
SHEETS(unaudited)Sept. 30,

December 31,

December 31,2008

2007

2006ASSETSCurrent Assets:Cash and Cash Equivalents
$
130
$
57
$
72Note Receivable

-

-

-Total Current Assets

130

57

72TOTAL ASSETS
$
130
$
57
$
72LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT):Current Liabilities:Stockholder Loan
$
15,321
$
15,171
$
12,900Total Liabilities

15,321

15,171

12,900Stockholders' 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, respectively

2,500

2,500

2,500Additional Paid in Capital

40,685

40,685

40,685Retained Deficit

(58,376)

(58,299)

(56,013)Total Stockholders' Equity (Deficit)

(15,151)

(15,114)

(12,828)Total
Liabilities and Stockholders' Equity (Deficit)
$
130
$
57
$
72  The accompanying notes are an integral part
of these consolidated financial statements.   3        INTERNATIONAL INDUSTRIAL
ENTERPRISES INC.CONSOLIDATED STATEMENT OF
OPERATIONSFor the NineMonths
EndedSept. 30,

For the Year EndedDecember
31,2008

2007

2006(unaudited)SALES
$
-
$
-
$
1,462GENERAL,
ADMINISTRATIVE AND SELLING EXPENSES

77

2,286

27,223LOSS

(77)

(2,286)

(25,761)INCOME TAX EXPENSE

-

-

-OTHER INCOME

-

-

-NET LOSS FOR THE PERIOD
$
(77)
$
(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  9 mos

12 mos

Inception to30-Sept-08

30-Sept-07

30-Sept-08CASH FLOW FROM OPERATINGACTIVITIESNet loss
$
(77)
$
(699)
$
(58,365)CASH FLOWS FROM FINANCINGACTIVITIES:Proceeds/Payment on Note Receivables

-

-

43,185Cash Over

150

-Proceeds from Loan Payable

-

-

15,321NET CASH PROVIDED BYFINANCING ACTIVITIES

150

-

58,506INCREASE (DECREASE) IN CASH

73

(411)

130Cash at beginning of period

57

824

-Cash at end of period
$
130
$
125
$
130    The accompanying notes are an integral part
of these consolidated financial statements.  5        INTERNATIONAL INDUSTRIAL
ENTERPRISES INCConsolidated Statement of
Stockholders' Equity (Deficit)AdditionalCommon Stock

Paid-in

RetainedShares

Amount

Capital

(Deficit)

TotalBalance,
December 31, 2005

2,500,000
$
2,500
$
40,685
$
(30,252)
$
12,933Net Loss
for the year ended December 31, 2006

-

-

-

(25,761)

(25,761)Balance,
December 31, 2006

2,500,000

2,500

40,685

(56,013)

(12,828)Net Loss
for the year ended December 31, 2007

-

-

-

(2,286)

(2,286)Balance,
December 31, 2007

2,500,000

2,500

40,685

(58,299)

(15,114)Net Loss
for nine months ended September  30, 2008

-

-

-

(77)

(77)Balance,
September 30, 2008

2,500,000
$
2,500
$
40,685
$
(58,376)
$
(15,191)  The accompanying notes are an integral part
of these consolidated financial statements.  6


INTERNATIONAL INDUSTRIAL ENTERPRISES,
INC NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 and
2006 AND NINE MONTHS ENDING SEPTEMBER 30,
2008   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.  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.  7





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.  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.  8





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.  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.  9





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 $15,321. 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.    10





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS  FORWARD-LOOKING STATEMENTS  This Form 10-Q includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, included or incorporated by reference
in this Form 10-Q which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof);
finding suitable merger or acquisition candidates; expansion and growth of the
Company's business and operations; and other such matters are forward-looking
statements.  These statements are based on certain assumptions and analyses
made by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments, as well as other
factors it believes are appropriate under the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, including general
economic, market and business conditions; the business opportunities (or lack
thereof) that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company.  These forward-looking statements can be identified by the
use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in this Filing and
include statements regarding the intent, belief or current expectations of the
Company, and its directors or its officers with respect to, among other things:
(i) trends affecting the Company's financial condition or results of operations
for its limited history; (ii) the Company's business and growth strategies; and,
(iii) the Company's financing plans. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors. Such factors that could adversely affect actual results and
performance include, but are not limited to, the Company's limited operating
history, potential fluctuations in quarterly operating results and expenses,
government regulation, technological change and competition.  Consequently, all of the forward-looking statements made
in this Form 10-QSB are qualified by these cautionary statements and there can
be no assurance that the actual results or developments anticipated by the
Company will be realized or, even if substantially realized, that they will have
the expected consequence to or effects on the Company or its business or
operations. The Company assumes no obligations to update any such
forward-looking statements.  GENERAL DESCRIPTION OF BUSINESS  International Industrial Enterprises, Inc. was
incorporated on November 19, 1976 in the State of Delaware by John C. Prescott,
a resident of Las Vegas, Nevada whose purpose was real estate investment, which
continued until April 1982 at which time a bankruptcy was declared. The company
became dormant until July 29, 1994 when Jose F. Garcia made an offer to purchase
the company.  Plans to operate a business materialize on June 14, 2004,
when Jose F. Garcia, a major stockholder purchased Karlton Management, Inc.,
whose name was changed to Group One Associates Inc., a Nevada Corporation. Group
One Associates, Inc. became an acquisition of our company, when Mr. Garcia made
it a capital contribution to our company.  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.  11





While we do not own any printing equipment; we do job-out
our printing needs (maps) to established printing companies. Our tourist maps
are due to be printed on quality paper stock and our map designs are comical as
well as informational.  We intend to hire experienced advertising salesmen to
sell advertising space on our maps.  There is vigorous competition in the publishing and
distribution of maps of Las Vegas.  Some of these maps are sold and some are free.  We intend to compete by offering a free Las Vegas map
with advertisers, which feature main thoroughfares (no secondary roads) and the
location of Hotels, Casinos, Restaurants and tourist locations.  We are not dependent upon the availability of raw
materials and do not have to rely upon any principal suppliers, patents,
trademarks, licenses, concessions, royalty agreements and labor contracts.  Government regulations and approval are not required nor
are there any probable government regulation foreseen in the future.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS  The Company has a limited operating history upon which an
evaluation of the Company, its current business and its prospects can be based.
The Company's prospects must be considered in light of the risks, uncertainties,
expenses and difficulties frequently encountered by companies in their early
stages of development. Such risks include inadequate funding the company's
inability to anticipate and adapt to a developing market, the failure of the
company's infrastructure, changes in laws that adversely affect the company's
business, the ability of the Company to manage its operations, including the
amount and timing of capital expenditures and other costs relating to the
expansion of the company's operations, the introduction and development of
different or more extensive communities by direct and indirect competitors of
the Company, including those with greater financial, technical and marketing
resources, the inability of the Company to attract, retain and motivate
qualified personnel and general economic conditions.  The Company expects that its operating expenses will
increase significantly, especially as it implements its business plan. To the
extent that increases in its operating expenses precede or are not followed by
commensurate increases in revenues, or that the Company is unable to adjust
operating expense levels accordingly, the Company's business, results of
operations and financial condition would be materially and adversely affected.
There can be no assurances that the Company can achieve or sustain profitability
or that the Company's operating losses will not increase in the future.  RESULTS OF OPERATIONS  The Company has achieved no significant revenue or
profits to date, and the Company anticipates that it will continue to incur net
losses for the foreseeable future. The Company incurred a net loss of
approximately $77 for the nine months ended September 30, 2008, compared with a
net loss of $ 66 for the nine months ended September 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.   12





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.  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
September30, 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 and nine months ended September 30,
2008  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS  There were no sales of unregistered equity securities
during the covered time period.   13





ITEM 3. DEFAULTS UPON SENIOR SECURITIES  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS  None.  ITEM 5. OTHER INFORMATION  None.  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  The following documents are included or incorporated by
reference as exhibits to this report:  Exhibit Number
Description31.1
Certification
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 200231.2
Certification
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 200232.1
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.1
Certification
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: November 11, 2008  International Industrial Enterprises,
Inc.RegistrantBy: /s/ David RogersDavid
Rogers     Chairman of the
Board     Chief Executive
Officer   14